Adam Bogdanor
Business Wealth

Expanding internationally, attracting new investors, acquiring assets or entering new ventures - we will help make sure your transactions are effected smoothly, safely and efficiently.

I am growing my business

Below are some examples of the opportunities and challenges we respond to on behalf of business and wealth owners, their families and their other advisers.

I want to raise some finance.

Focused refinancing can lower costs and create opportunities

Our client wanted to raise money to grow his property portfolio. We advised on a restructuring of the core of the portfolio to enable him to focus on his long-term plans.

Refinancing the core assets reduced his overall costs, simplified the structure, and created a pool of readily saleable assets.

A hedged high-risk stock can be used to raise finance

Our client wanted to use her valuable holding in a volatile listed company as collateral for a business loan.

We advised her to implement a put-and-call option that set limits to the upper and lower prices for her stock. With the hedge in place, lenders were prepared to offer a higher loan-to-value ratio – at lower rates.

Art can be collateral for a loan

A client with a valuable art collection wanted to raise capital and invest in several start-ups. When she asked her bank about a loan, using the works of art as collateral, they refused.

We introduced her to an art-financier and negotiated the terms of the loan. We are now advising on her investment into the start-ups.

I want to bring other investors into my business.

Special share-classes can help attract investors on the right terms

Our client wanted to offer shares in his company to external investors for the first time. We restructured the company to create a new class of shares which would give investors a secure income-return but ensure control remained with our client.

We then drew up a shareholders’ agreement which included pre-emption rights in favour of our client, and set out different shareholders’ rights on a sale of the company. These steps allowed him to find the investment he wanted, on terms he was comfortable with. 

Concerns about the source of investor’s funds

Our client was about to close a deal with an investor who was buying into his business. He became concerned when the investor revealed the funds would come from an offshore trust.

We scrutinised the trust and were able to put his concerns to rest. We confirmed that the trust was legitimate, was acting within its powers, and that its trustees would be bound by the terms of the investment agreement. 

Subsidiaries can help ring-fence risks – and profits

An entrepreneur wanted to bring in an external investor in order to expand a peripheral part of her family business.

We advised her to set up a new subsidiary to operate the business and receive the investor’s funds. This would protect the core family business if the new venture failed – and make sure any profits could be accounted for separately.

I have been asked to invest funds for a third party. What are our regulatory obligations?

Consider your financial exposure and regulatory risks

A successful asset manager had begun to advise family and friends on their investments on an informal basis.

We advised her on setting up a limited company in order to limit her financial exposure, and on how to comply with FCA regulations.

The right structure will minimise regulatory complexity

An ultra-high net worth individual wanted to hire an investment professional as his in-house adviser.

We recommended that the adviser should be employed by our client’s wholly owned company. This created a clear-cut regulatory position and a straightforward relationship between our client and his investment adviser. 

My business is entering into a commercial transaction.

Protect the business when contracting out

A high street clothing chain wanted to contract out parts of its manufacturing process to China, on an ethically sound basis. We drafted and negotiated the terms of the contract in a short period. We included strict confidentiality provisions, and protections for their intellectual property rights. 

The client is now looking into contracting out other aspects of the manufacturing process.

Contracts to reflect existing practice and include extra protections

The new owners of one of our client’s suppliers questioned a supply contract when a disagreement arose. We found that the contract had never gone beyond heads of terms.

We set to work negotiating a new one. Our first principle was to reflect existing practice in order to minimise back-and-forth; we also made sure that the new contract provided clarity to the relationship and gave our client some new protections.

I want to expand my business internationally.

Standard contracts can help you expand quickly

The owner of a UK clothing-manufacturing business wanted to expand into Europe. We advised on the use and protection of intellectual-property rights and prepared a set of supply and distribution contracts.

These contracts helped him sign deals quickly – and keep legal costs to a minimum – as he expanded into Europe.

Multi-country businesses should consider where profits arise

Our client had built up a hotel business with operations in several European countries. First we reviewed the business’s tax model. Then we mapped the assets, intra-group services, and third-party contracts. Then we put new arm’s length contracts and service agreements in place.

These new arrangements allocated profits more appropriately to the relevant jurisdictions and minimised the risk of a tax enquiry. The new contracts also made the responsibilities of the group companies much clearer, and made the third party providers more accountable.

Four new European offices doing tax-efficient business

Our client wanted to expand her boutique travel business into Europe.

We worked with our European network to set up offices in four countries.  We made sure they complied with local regulations and prepared contracts that set out the services that each office would carry out, and their respective responsibilities. 

I am investing into someone else’s business.

Due diligence can yield a better deal

Our client asked us to carry out pre-purchase due diligence on an asset management company.

We put together a team of specialist lawyers and examined every aspect of the business – from the employment contracts of key managers and how it complied with regulatory controls, to its tax and finance arrangements. With our report in hand, our client was able to renegotiate the price and draw up a list of post-deal priorities.

An effective offshore structure for private equity deals

Our UK resident non-UK domiciled client wanted to invest in several private-equity deals in the UK.

We advised him to make the investments through his family offshore trust. This would protect the investment from inheritance tax and defer capital gains tax. It also enabled him to establish a long term fund for his family.

A side-letter can set out an investor’s conditions

Our client wanted to invest in a private property-development business and exit within a few years. She wanted to be sure her conditions were documented, but the existing shareholders were reluctant to alter the shareholders’ agreement.

We advised on a practical solution: she signed the existing shareholders’ agreement and we negotiated a side-letter with the majority shareholder to ensure that her requirements would be met.

I am acquiring real estate.

Careful contracting helps mitigate development risks

Our client acquired a derelict warehouse. He wanted to sign up a developer who would turn it into luxury flats.

We advised on every aspect of the deal. We made sure our client was protected against the developer being made bankrupt – a significant risk in development projects – and advised on finance and tax, and all construction contracts. Our client wanted the development completed quickly so we included strict warranties over timescale.

Advice at every stage of a buy-and-redevelop project

We helped our client buy and redevelop four boutique hotels. He wanted to keep the management in place, so the first step was to review employment and operating contracts.

Then we turned to his redevelopment plans. We negotiated all the contracts – and the finance – for a multi-million-pound redevelopment.

Two weeks’ intensive effort to win a contract race

Our non-UK client found herself in a contract race to buy a London shopping centre.

We helped her win it. We completed all the work – due diligence on key tenants, financing, and transaction contracts – in two weeks.

“Bad implementation will always undermine a good business plan.”

Jonathan Morris, Partner - M&A and Corporate Finance

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