Guiding charity merger under tight deadlines
Mergers involving charities can be particularly complex, requiring careful navigation of governance obligations, regulatory compliance, and operational logistics. When a longstanding charity faced a time-sensitive change of control, they turned to Cripps for clear, pragmatic advice across corporate, charity and property law. Our cross-practice team worked closely with the trustee board to guide them through each stage of the transaction with confidence.
The challenge
A charity required urgent legal support to complete a merger via a change of control. The matter was time-critical and involved overlapping issues across governance, corporate structure, and property. The transaction demanded close collaboration across disciplines and careful management of both legal and practical steps to meet regulatory requirements and completion deadlines.
Our approach
We assembled a multidisciplinary team to deliver targeted advice at every stage of the transaction. Our governance specialists supported the trustee board with a thorough review of trustee duties, decision-making processes, conflicts of interest, and the charities’ objects. We ensured the appropriate consents and approvals were obtained in line with charity law.
From a corporate perspective, we reviewed the company’s articles of association to validate the general meeting process and provided strategic amendments to the change of control documents. Ancillary documents required for the meeting and completion were drafted and coordinated in line with the timeline. Simultaneously, our property team advised on the transfer of a third-party freehold title, carefully managing its completion to align with the change of control.
The outcome
The merger was completed successfully and on time. Our coordinated, cross-practice support gave the trustee board confidence in their decision-making and ensured legal compliance across all areas. The transaction met all regulatory and practical requirements, enabling a seamless change of control.
How we made a difference
By taking a proactive, joined-up approach, we gave the charity clarity and confidence in a complex and high-stakes process. Our ability to seamlessly coordinate governance, corporate and property advice meant the trustee board could focus on making informed decisions, knowing the legal detail was handled. Our project management ensured nothing fell through the cracks, and deadlines were met without compromising compliance or good governance.
“We are grateful to Cripps for their support and guidance throughout our recent merger with another charity. This was a complex process involving a challenging property dispute, a time-critical property transaction, and a range of legal considerations surrounding charity and company law. From the outset, Cripps demonstrated a deep understanding of the unique needs of charities and provided us with clear, expert advice at every stage. Their team was highly responsive, meticulous, and took the time to explain complex legal matters in a way we could understand. Thanks to their dedication and expertise, we were able to navigate these legal challenges smoothly and successfully complete the merger. We recommend Cripps to any charity seeking professional, reliable, and effective legal assistance. They helped make our vision a reality.”
