Practice area
Corporate and transactions
Acquisitions, investments, shareholder arrangements and the governance that keeps owner-managed companies out of trouble.
Who calls us about this
Founders, owner-managers and finance directors selling, buying, raising money or bringing in a partner.
A company sale, an investment or a new partner changes who controls the business, and that is rarely reversible. Our corporate work is built around one idea: the people who own the business should understand every page they sign.
We act mostly for owner-managed companies and the investors and buyers who deal with them. Our deals are measured in months, not years, and in a handful of documents, not a data room of thousands. That suits us; it means a partner reads every draft, and you speak to the same person from the first call to the completion dinner.
We are candid about what lawyers can and cannot do for a transaction. We can allocate risk clearly, keep the paperwork honest and stop avoidable disputes. We cannot make a poor business worth more, and we will say so.
01What we handle
- Share and asset purchases and sales
- Minority investments and shareholder agreements
- Company formation, reorganisations and exits
- Due diligence, disclosure and warranty negotiation
- Joint ventures and commercial partnerships
- Board governance, resolutions and company records
02Typical matters
Described in general terms. Details are changed and no client is identifiable.
Sale of a family manufacturer
Acted for the three shareholders of a precision components business on a sale to a trade buyer. We rewrote the buyer's draft warranties down to those the sellers could stand behind, and agreed a retention far below the buyer's opening position.
Minority stake for a growth investor
Advised an investor taking a twenty per cent stake in a regional logistics company, including the information rights, the reserved matters and a clean route to exit after five years.
Founders' agreement after the fact
Two co-founders had run a company for six years on a handshake. We documented ownership, decision rights and what happens if one leaves, without reopening the friendship.
Acquisition of a competitor's customer book
Structured a purchase of customer contracts and equipment, not shares, so the buyer took no historic liabilities, and handled the transfer of employees.
03How we work
Scope the deal in a page
Before any drafting we write a one-page summary of the structure, price mechanics, key risks and timetable, and agree it with you.
Run diligence in proportion
We read what matters for the price and the warranties, and we tell you early about what we find, not in a report at the end.
Negotiate from a clean draft
One partner leads each negotiation and keeps the draft short enough for you to read in an evening.
Close and hand over
A closing checklist, signed originals indexed in a single folder, and a short note on what the company must do in the first ninety days.
04Our approach to fees
Most transactions are priced as a fixed fee for each stage (heads of terms, diligence, documents, completion), because the work is predictable until the other side responds. If a deal changes shape, we re-quote the affected stage in writing rather than billing the difference silently. Corporate housekeeping, such as formation and annual filings, is on a published fixed schedule.
05Questions we hear
Do we need a lawyer for a small acquisition?
If the price matters to you, yes. Small deals fail on the same points as large ones: unclear liabilities, vague warranties and no mechanism for what happens if figures turn out to be wrong. A short, well-drafted agreement is inexpensive protection.
How long does a sale usually take?
From signed heads of terms to completion, a straightforward private sale commonly takes two to four months. The timetable is usually set by diligence and by third-party consents, not by drafting.
General information only; the answer in your case depends on the documents and the jurisdiction.
06The team
07Related insights
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What a share purchase agreement leaves to the disclosure letter
The warranties in a share purchase agreement are only as useful as the disclosure that qualifies them. How sellers and buyers should treat the letter that nobody wants to write.
Helen Ashford 6 min read Corporate and transactions
Talk to the corporate and transactions team.
Matter, a few lines of detail, how to reach you. We check for conflicts and reply within one business day. The first conversation, up to thirty minutes, is free.
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