Much of our work in the corporate areas supplements our technology transactions practice and we are regularly involved in advising on collaboration agreements or joint ventures for the exploitation of technology. We also advise on share sales and acquisitions (M&A) and business or asset disposals. Most acquisitions require a range of ancillary documents. These include administrative documents such as board minutes, shareholder resolutions and signing authorities or powers of attorney, and title transfer documents which might include intellectual property or other asset assignments, or contract assignments or novations. Loan agreements, debentures, charges or security assignments may be required in connection with transaction financing. Ongoing operational or trading arrangements may have to be put in place between the seller and the divested entity for the provision of transitional services or the licensing or supply of key products and services. Key employees may need to be tied into the business through service agreements or consultancy arrangements, share options or earn out mechanisms. We are able to apply considerable commercial contract experience in the M&A arena.
Our practice is not restricted to UK domestic transactions. We advise in the English law context but are used to working with and project managing lawyers in other jurisdictions to pull together the range of documents required for cross border corporate transactions. As an example, a recent M&A deal involved the acquisition of companies and assets in the USA, UK and other European jurisdictions.
- Partnership agreements
- Articles of association
- Shareholder agreements and Joint venture agreements
- Board minutes, shareholder resolutions, signing authorities and powers of attorney
- Loan agreements
- Security documents including debentures, charges and security assignments
- Share sale agreements
- Asset sale agreements
- Options and warrants
- Earn out mechanisms
- Title transfer documents including intellectual property or other asset assignments
- Contract assignments and novations