Cases and Deals

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Corporate transactions

  • Mark Williams and Damion Lindley from our Corporate team have completed the sale of a company based in Central England specialising in energy management/monitoring and building management systems for an undisclosed sum. The transaction also involved various property transactions led by Christopher Moye in our Commercial Property Team. The Gaby Hardwicke teams were instructed by the Sellers during the Covid-19 lockdown and working from home, the team were able to offer a seamless and smooth service to the clients utilising our IT infrastructure and video conference facilities. Mark Williams said “We were encouraged by the fact that despite Covid-19 and the uncertainties it brings to so many sectors, corporate transactions in many sectors are still happening with opportunities presenting themselves to both Sellers and Buyers. We were delighted to act for the Sellers in this transaction and achieve their long term goal which also provides the Buyer with the opportunity to build on the hard work put in by our clients over many years in building up a great business. Credit to our team who continued to provide a brilliant service during the lockdown.”
  • Mark Williams led the Corporate team on the recent sale of a South East-based independent insurance brokers to one of the UK’s top independent insurance intermediaries. The share-based transaction was part of the buyer’s ambitious growth plans fuelled by a series of acquisitions over the last few years. Mark commented “This was a fantastic deal for all parties concerned and allowed my clients to take a step back from the front line of owning the business while still being very much involved going forward. The transaction went as smoothly as it could have done and was helped by a pragmatic and collaborative approach being adopted by all parties and advisers.”
  • Mark Williams completed a transaction on the sale by a client of an engineering component manufacturer in the South East of England. The complex transaction also involved a share for share exchange between Target and Newco, a property restructure (dealt with by our Commercial Property team) and working closely with specialist tax advisers to ensure that the client achieved their commercial goals in the most tax-efficient manner.
  • Mark Williams completed on the purchase of a 32-bedroom residential care home in the East of England for a longstanding client. The acquisition was structured as an asset purchase and involved drafting and negotiating transactional and ancillary documents, reviewing a large volume of due diligence documents including those which were of key commercial importance to the client.
  • Gemma Ritchie recently led on the sale of two communications companies to a large regional group. The seller was an existing Gaby Hardwicke client and had founded the businesses and built them up over a number of years. Completion on a specific date was extremely important to the client, both for business reasons in getting the deal through at a specific point in the companies’ accounting periods and personal reasons (in ensuring completion took place before the Seller’s upcoming pre-planned holiday). A number of our solicitors were involved to ensure completion was achieved within the required timescales.
  • Mark Williams acted on the share sale of a group of residential care homes in the North East of England to a short timeframe. Hannah Bambury acted in relation to the property aspects. Our involvement in the transaction included resolving issues related to unregistered land.
  • Mark Williams acted on the share sale of a specialist precision engineering company. The transaction involved restructuring the company before completion to remove a property not required by the buyer. This involved forming a holding company and the transfer out of the property to that company by way of a ‘dividend in specie’ but this had to be tied in simultaneously with the sale of the share capital of the target company. Mark commented: “Our clients are long-established clients of Gaby Hardwicke and this sale comes after 40 years of hard work by our clients in building the company up from scratch. This is another completed corporate transaction in a very busy 12 months for Gaby Hardwicke and it is encouraging to see so much confidence in the market flowing through to a high degree of M&A activity.”
  • Mark Williams and Hannah Bambury led on the sale of a South East-based specialist software company with large multi-national clients to an American buyer. For various commercial reasons the transaction had to happen urgently and the tight timetable was achieved with completion taking place 14 days after instructions were received. The transaction involved a number of solicitors within Gaby Hardwicke from within the Corporate, Commercial Property and Employment teams. Mark commented: “The challenges faced in completing this transaction within such a short timeframe were added to by the fact that the buyer’s lawyers were based in Silicon Valley, California, and therefore operating eight hours behind us. We met the challenges head on and were pleased to complete the transaction within the desired timeframe. We wish all parties every continued success going forward.”
  • Gaby Hardwicke acted on the sale of the entire issued share capital of a London-based security systems company to an overseas buyer. The company is a leading provider of integrated security systems in the private and public sectors. The deal involved a mixture of cash and future performance-based purchase consideration. Mark Williams, who led on the transaction, said: “This sale had a very short timetable due to the requirements of the buyer to complete within their financial year but we got the deal through prior to Christmas with one day to spare! The transaction involved a number of lawyers from our Corporate, Employment and Property teams and demonstrates the strength in depth we have to push deals through in a very short timeframe.”
  • Mark Williams led on the share sale of a motorcycle dealership based in the South East, one of Europe’s leading dealerships of this particular motorcycle brand. The sale is the latest in a series of recent transactions in the motor industry in which Gaby Hardwicke has acted. Mark commented: “We were delighted to act for the selling shareholders in this transaction having acted for the company for many years. This deal enables the sellers to retire after many years’ hard work building up such a prestigious dealership. It’s great to have sealed another deal in the automotive and motor trade sectors.”
  • A well-established London architect’s practice instructed our Corporate team in the buyout of the founder shareholders by senior management to facilitate the founding shareholders’ retirement. Paul Maynard from our Employment team advised on the employment aspects of the transaction.
  • The Corporate and Commercial Property teams at Gaby Hardwicke recently completed the acquisition of a group of motor dealerships based in the south of England with a turnover of around £50 million. The transaction involved various teams within Gaby Hardwicke including Corporate, Commercial Property and Employment and was completed within seven weeks of heads of terms being signed. Mark Williams commented: “We were delighted to act for our client in this strategic acquisition. There were a number of interesting complexities in the transaction, including a myriad of property issues, all of which were skilfully navigated by the Gaby Hardwicke team operating within a short timeframe.”
  • Mark Williams and Gemma Ritchie led a team of Gaby Hardwicke lawyers in a £20 million acquisition of a group of pharmaceutical companies. The complex transaction involved a number of overseas group companies and careful co-ordination between lawyers in different jurisdictions and required input from various teams within Gaby Hardwicke including corporate, employment, litigation and property. Mark Williams commented: “This was a highly complex transaction involving various private equity funds, investors, funders and lawyers. We were delighted to be involved at the heart of it and complete the purchase on behalf of our client within a very tight time frame.”
  • Gemma Ritchie recently acted on the formation of an Employee Ownership Trust and its subsequent acquisition of the majority shareholding of a specialist manufacturing company from its retiring shareholders. Employee Ownership Trusts are a relatively new ownership structure and not many have been set up. However, their potential uses and tax benefits are such that they are likely to become more common place over the coming years. In this matter, the formation and use of the Trust allowed the owners of the business to transfer the majority of their shares to their employees in a tax efficient manner, utilising a combination of the Company’s available funds and a percentage of future profits to provide both a lump sum on completion and for the next few years. This structure also allowed the current owners to maintain a small percentage holding going forward, thus maintaining some involvement and interest in and income from the Company going forward. The Trust model allows the Company to be owned and run by its employees as a whole, with representatives being appointed to make key decisions.

Commercial contracts

  • Mark Williams acted for a local company in relation to an intellectual property licence granted to a global manufacturer of baby products. Negotiations were driven by the need to agree terms before an announcement to be made at the industry’s global exhibition.
  • We acted on behalf of a specialist energy-efficiency company that sought to protect its intellectual property rights when working with other specialist sub-contractors in their tenders for projects. The company uses cutting-edge energy-efficiency technology in refurbishing and new-build leisure centres. This complex advice also involved robust intellectual property and confidentiality clauses alongside restrictive covenants/provisions.
  • Gemma Ritchie has been acting for a number of clients in drawing up contracts for mobile apps and other types of software. She has helped clients who are developing apps themselves as well as those working for third parties to develop apps on their behalf. The types of contracts required include terms and conditions and licences for the apps, development agreements where the apps are being designed or created by third parties, joint venture and collaboration agreements where the app is a joint project with other parties and privacy policies governing the collection of data within the apps.
  • Gemma Ritchie acted for a national business that specialises in the manufacture of bespoke lighting and furnishings in drawing up several new contracts. As the business is going through a period of expansion, including opening a number of retail outlets, various new contracts were required to be put in place, both between the business and its customers (including terms and conditions of business, agreements governing the use of the customers’ names in marketing materials, etc) and between the business and its various suppliers and service providers (including supply agreements, agreements governing ownership of intellectual property developed by the suppliers, etc). Gemma assisted the client in conducting an overview of its requirements and putting in place user-friendly documentation to cover its various needs going forward.
  • Gemma Ritchie has been advising a number of clients in relation to their obligations under GDPR and the new Data Protection Act. This included advising on what the clients’ obligations are, drawing up documents such as privacy notices and data processing agreements and advising on documents our clients have received from their own customers and suppliers.
  • Gemma Ritchie and Mark Williams frequently act on transactions involving international franchises including most recently McDonald’s, Domino’s Pizza and KFC. Transactions recently undertaken include sales and acquisitions of existing franchises as well as acting for franchisees on entering into a new franchise agreement. The transactions involve advising on the business and the franchise agreement itself and all property elements involved, bringing in members of the Gaby Hardwicke Commercial Property team as required.
  • Gemma Ritchie has recently advised on a significant restructuring of a client’s group of companies in the engineering sector. The business of the group (formally a parent company with three subsidiaries) had developed in such a way that its current structure was no longer efficient, either from a tax or a management perspective. The group therefore wanted to separate into four different smaller groups, each with its own parent company and trading subsidiary. Gemma prepared all documentation required and advised on the legal implementation of the entire restructure which included buybacks of shares, dealing with existing options, formation of new companies, a restructure of the share capital of various companies, share for share exchanges, a demerger and the issue of various new shares and options. Tailored Articles of Association and Shareholders Agreements were also prepared for each new group. The demerged companies are now more independent and autonomous, which is more conducive to the shareholders’ future exit plans.

Company law

  • Mark Williams is currently advising a client in relation to directors’ duties and the procedure to be followed to remove a director. This includes not only advising on the relevant duties that apply to all directors, providing a view on whether these duties have been breached by the director in question and advising on the procedure to be followed to remove a director (either by the remaining directors or the shareholders of the company) but also ensuring that any steps and actions taken do not give rise to any claims by that director or any allegations of unfair prejudice against that director in his capacity as a shareholder of the company.
  • Mark Williams is involved in providing detailed advice to the directors of a company to guard against a threat of ‘unfair prejudice’ being brought by a dissentient shareholder. The advice includes ensuring that the steps and actions taken by the directors of the company minimise the risk of any allegations of unfair prejudice and ensuring that the rights of the shareholders are adhered to and satisfied.
  • Gemma Ritchie has recently acted for a number of companies in restructuring their share capital to create differing classes with differing rights attaching to those shares. This often involves redrafting Articles of Association of the company in order that those rights are properly reflected in the company’s constitution and also to ensure that the Articles are brought up to date to reflect recent changes in company law.
  • Gemma Ritchie has recently advised on a significant restructuring of a client’s group of companies in the engineering sector. The business of the group (formally a parent company with three subsidiaries) had developed in such a way that its current structure was no longer efficient, either from a tax or a management perspective. The group therefore wanted to separate into four different smaller groups, each with its own parent company and trading subsidiary. Gemma prepared all documentation required and advised on the legal implementation of the entire restructure which included buybacks of shares, dealing with existing options, formation of new companies, a restructure of the share capital of various companies, share for share exchanges, a demerger and the issue of various new shares and options. Tailored Articles of Association and Shareholders Agreements were also prepared for each new group. The demerged companies are now more independent and autonomous, which is more conducive to the shareholders’ future exit plans.

Employment law

  • Paul Maynard is currently assisting a long standing local employer undertake a major programme of redundancies and other measures, aimed at trying to preserve the business until the sector in which it operates, hopefully revives in Spring 2021, following the effects of the COVID 19 pandemic and the associated lockdown.
  • Matthew Grant has been helping a book-keeping and credit control firm to resist a claim for pregnancy discrimination and constructive dismissal. By taking a robust approach, we persuaded the Claimant to withdraw her claim in return for a simple reference. The case raised complex challenges around pregnancy risk assessments and workplace banter.
  • Paul Maynard continues to act for the F3 Group, a national construction management and development company in its claim against a former director and a former senior employee alleging breaches of post-termination restrictive covenants, misuse of confidential information and conspiracy to divert business. Having successfully applied for an urgent interim injunction, the multi-million pound claim for damages, is due to be heard in an eight day trial in the High Court in December.
  • Matthew Grant has been working closely with a large local retailer to successfully achieve multiple redundancies and a restructure across various departments and sites.
  • Paul Maynard also represents a specialist dental implant manufacturer in proceedings brought against it in Manchester County Court on behalf of the estate of a former consultant implantologist, claiming royalties of over £200,000 arising from an agreement entered into 17 years ago. The claim was successfully dismissed by summary judgment last year and has now been resurrected on a different basis.
  • Matthew Grant has been advising a professional deputy on their duties towards pregnant care assistants during the COVID-19 pandemic, including assisting with maternity suspensions and offering the alternative of furlough leave in order to achieve financial savings and enable employees to avoid an automatic trigger of maternity leave.
  • Paul Maynard recently obtained an interim injunction leading to judgment and costs for Security Dynamics (Europe) Limited in the High Court. The claim related to alleged data theft by a departing senior employee and necessitated an urgent computer forensic investigation.
  • Paul Maynard successfully negotiated a severance package from a Premiership Football Club on behalf of a European Football scout.
  • Paul Maynard represented Whitmar Publications Ltd in its application to the Chancery Division of the High Court for a Springboard Injunction against three former employees and their new publishing company, to prevent them dealing with customers whose names featured on business cards unlawfully removed by one of the employees when he left.  Mr Peter Leaver QC, sitting as a Deputy High Court Judge, not only granted the Springboard Injunction until trial or further order but ordered that control and management of the Defendants’ LinkedIn groups that they had created whilst employed by Whitmar should be returned to Whitmar and also ordered that the Defendants were not permitted to access the said groups.  This is the first case in which an injunction has been granted relating to the transfer of LinkedIn contacts.
  • Paul Maynard successfully defended an international copyright licensing company in a four-day Employment Tribunal claim brought by a former employee, alleging disability discrimination, in particular direct discrimination, discrimination arising from disability and failure to make reasonable adjustments. After hearing 4 days of evidence the Employment Tribunal unanimously rejected all of the claimant’s claims confirming that her dismissal had been for poor performance and had been entirely unrelated to the claimant’s disability.
  • Gemma Ritchie recently acted on the formation of an Employee Ownership Trust and its subsequent acquisition of the majority shareholding of a specialist manufacturing company from its retiring shareholders. Employee Ownership Trusts are a relatively new ownership structure and not many have been set up. However, their potential uses and tax benefits are such that they are likely to become more common place over the coming years. In this matter, the formation and use of the Trust allowed the owners of the business to transfer the majority of their shares to their employees in a tax efficient manner, utilising a combination of the Company’s available funds and a percentage of future profits to provide both a lump sum on completion and for the next few years. This structure also allowed the current owners to maintain a small percentage holding going forward, thus maintaining some involvement and interest in and income from the Company going forward. The Trust model allows the Company to be owned and run by its employees as a whole, with representatives being appointed to make key decisions.

Commercial litigation and disputes

  • Over the last year Jeremy Laws has been acting for a partner in the dissolution of an investment property partnership. It is a High Court case, where the other partner alleged deceit and brought a claim for in excess of £1 million. Jeremy and his team helped the client successfully defend the allegations of impropriety, winning the trial of preliminary issues. The partnership is now being wound up, and Jeremy is dealing with the process of taking accounts.
  • Jeremy Laws recently represented a manufacturing business and helped it settle a long-running dispute at mediation. The Midlands-based company had been using a City firm, and the case had become bogged down and expensive. After we took over, a mediation was set up within a couple of months and a settlement was negotiated which enabled the parties to continue their commercial relationship.
  • Gaby Hardwicke recently helped a motor industry client bring a substantial breach of warranty claim, following the acquisition of a number of dealerships in the South of England. The claim was based on inadequate disclosure of tax and accounting information, which landed the company with a significant and unexpected liability for VAT. After proper investigation and a letter before action, the case was resolved without the need to issue a formal claim.
  • Daniela Bushe recently acted for a commercial agent in recovering unpaid agent’s commission arising out of the sale of a care home where there was a dispute over the contract terms. The case was settled out of court without the need for what could have otherwise been expensive and lengthy court proceedings.
  • Daniela Bushe acted for a company defending a claim made against it by a consumer arising out of a sales agreement. Very few cases reach trial. This case did go to trial in the County Court and the Defendant was successful. As a result the unsuccessful party was ordered to pay our client’s costs of the litigation.
  • Our commercial litigation and dispute resolution team, led by Jeremy Laws, advised an investor on a claim arising out of the breach of a shareholders’ and investment agreement. The first part of the claim was about obtaining access to relevant company records and financial information. The subsequent claim was based on breaches of the contracts and the unfair prejudice of a minority shareholder. Jeremy’s conduct of the claim on behalf of the investor has led to a satisfactory settlement, with the investor now realising a return on his original investment.
  • The commercial litigation team has been acting for the successful claimant, Manolete Partners plc, in its claim against Hastings Borough Council for compensation relating to the closure of Hastings Pier back in 2006. The claim succeeded in the High Court in 2013, and in 2014 the team helped Manolete successfully oppose the local authority’s challenge in the Court of Appeal. Hastings Borough Council then appealed to the Supreme Court and again we secured victory for our client. The case relates to previously untested public safety legislation in the Building Act 1984.
  • Cathy Allen currently acts for a national high street retailer in resolving all contentious property matters that arise in the course of their business. Particularly, dealing with all matters relating to lease renewals, break notices, dilapidations, tenant defaults and possession claims.

Insolvency

  • Jeremy Laws advised a commercial landlord on the terms of a proposed company voluntary arrangement (CVA) affecting a national retailer of outdoor clothing and equipment. The landlord needed to know what the CVA would mean if it was approved, and what would be likely to happen if it was rejected. We also advised on options for challenging the CVA terms. This follows similar proposals from retailers such as Debenhams, New Look and Toys R Us.
  • Jeremy Laws and Mark Williams have continued to act for leading insolvency practitioners in the region, advising pre- and post-appointment and acting on a range of matters including business sales, recoveries, claims based on reviewable transactions and procedural issues. Jeremy is currently acting for CVA supervisors, giving advice following the failure of the arrangement.
  • Jeremy Laws recently acted for a former company owner and director, defending claims based on alleged preferences and transactions at undervalue. The director had relied on advice from accountants about property transactions but these were later attacked by the liquidator. Proceedings were issued and defended, and the matter eventually concluded in a satisfactory settlement with the assistance of expert valuation evidence.
  • Mark Williams and Jeremy Laws are advising the liquidators of a construction company on various issues arising from the company defaulting on its company voluntary arrangement (CVA). Jeremy is providing advice on the validity of bank security, and on the availability of the CVA funds to both the secured and unsecured creditors. Mark is helping the liquidators obtain security from company creditors, to back up a negotiated repayment plan.
  • A number of members of the team – including Jeremy Laws, Mark Williams and Daniela Catuara – have been advising clients who are creditors of companies facing financial difficulties. Jeremy recently acted for a loan note holder in a company considering administration and facing management succession problems. Both Nick and Daniela have advised landlords on the consequences of tenant insolvencies.
  • Jeremy Laws advised the liquidators of a group company where the group had instructed a City firm to pursue a multimillion pound claim against a fire alarm monitoring company. The claim was to be pursued with the assistance of litigation funding, and Jeremy advised on the terms of the funding agreement as well as the retainer of the City firm, ATE insurance and the duties and potential exposure of the liquidators. Ultimately the matter was concluded by Jeremy advising on the assignment of the claim to a third party.

Commercial property

    • Hannah Bambury dealt with the £2m+ acquisition of hotel premises being bought with the benefit of planning permission for residential development. As the clients were using bank finance, the transaction also involved advice in relation to the banking and finance documents. Mark Williams, Partner in Corporate Finance, advised on the banking aspects of the transaction.
    • Ian Hoare acted for a land promoter in the negotiation of a promotion agreement relating to a small development site to consist of 10 to 15 dwellings. The promotion agreement was required urgently and the agreement was exchanged in under three weeks to very high praise from Ian’s client.
    • Jon Fielden completed the sale of a large student development site in Kent for nearly £4 million.
    • Chris Moye acted for a client who purchased an unregistered, listed, part commercial and part residential premises. The client’s bespoke, separately represented lender also required that a commercial lease was granted for the commercial element of the premises simultaneous to our client’s acquisition of the property.
    • Simon Harris was involved in the advising and negations on the £1.3 million purchase of new industrial premises from developer with bank funding, the contract conditional on completion of fitting out and other works and surrender of clients existing lease back to the developer.
    • Chris Moye acted for a large commercial client in its acquisition of a residential premises with the client’s long-term goal in mind of expanding their neighbouring care home business. The transaction required cross guarantees as well as satisfying the client’s separately represented lender in respect of both the property and corporate elements of the deal.

    • Simon Harris acted for a company in the £1.2 million sale of industrial site to developer with developer constructing new premises on part of site for Clients to retain and continue trading.
    • Ian Hoare acted for a developer on the acquisition of a complex development site and subsequent agreements for lease for the grant of 15 year leases to national retailers at rents of £135,000 per year. The transaction involved some complicated title issues concerning lack of title and easement issues.
    • Simon Harris acted for clients in the purchase of caves to allow them to provide space for a new start up business and community projects.
    • Hannah Bambury acted on behalf of a tenant taking a lease of a retail unit within The Beacon, Eastbourne. This was the tenant’s first venture into taking a retail unit, having previously only had an online presence, so Hannah was able to take the tenant through the whole process and guide them, step by step.
    • Simon Harris acted for a care provider in acquisition of various leasehold properties to allow them to expand their provision of accommodation and support to vulnerable people.
    • Hannah Bambury acted on behalf of a client in its acquisition of a prominent Eastbourne commercial building subject to leases.
    • Hannah Bambury acted on behalf of a number of trustees in securing multi-million pound finance on their central London investment properties, subject to leases.
    • Ian Hoare acted for a landowner in the first registration of a large area of land in the client’s ownership and the subsequent negotiation of an option agreement with a solar farm operator to take a lease of the land. The option involved some complicated drafting concerning rights and reservations, depending on the area to be taken under the option.

Charities

  • Gemma Ritchie is acting for a Bexhill-based housing charity in making an application to the Charity Commission to change the charity’s objects by way of a Charity Commission Scheme.
  • Gemma Ritchie is acting for a large charity in separating the charity into two separate entities and incorporating the trading arm as a Charitable Incorporated Organisation. The charity has two distinct elements to its operations which would benefit from being separated, not least in terms of allocation and management of risk. Incorporating the trading arm of the charity will also provide the charity’s trustees with additional protection from personal liability.
  • Our team assisted a local charity with several issues surrounding misconduct of an officer, the resignation of trustees and a reorganisation and restructuring exercise. The client was under tight time constraints as there was a real danger of the charity being wound up. Happily, we helped to ensure that all the issues were resolved and the charity continues to operate.
  • Gemma Ritchie recently acted for a local hospital’s League of Friends in their conversion to a Charitable Incorporated Organisation (CIO) and registration with the Charity Commission. This involved preparation of a tailored constitution, a detailed application to the Charity Commission and preparation of a Transfer Deed, transferring the business and assets of the existing entity to the newly formed CIO. More information about the benefits of incorporating a charity can be found in our briefing note.

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To discuss how we can help you email info@gabyhardwicke.co.uk or call one of our offices:

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