Reorganisations and solvent restructurings
Problems can arise during corporate reorganisation and solvent restructuring. Early in the process, we identify key legal points that help remove potential roadblocks.
We can implement and provide you with expert advice on a range of issues which arise during the process of corporate reorganisations and restructurings. Using our cross departmental experience we identify key legal points early in the process. Road blocks can be removed or circumvented in advance of implementation. We ensure your transaction is delivered on time, to budget and without any nasty surprises.
Reasons for reorganisations and solvent restructurings
- Pre-sale restructuring: Getting a target business ready for sale, with the assets and liabilities in the right place before a sale is undertaken.
- Post-acquisition integration: Getting an acquired entity, and its assets integrated into the acquiring group’s corporate structure.
- Legal entity rationalisation: Eliminating dormant and other unnecessary legal entities within a group to streamline the corporate structure and ensure that it properly reflects the commercial needs of the group.
- Future-proofing: Tax and estate planning for shareholders or preparing for retirement.
- Separating business divisions: Demerging businesses to enable them to be managed and operated independently of each other.
- Shareholder exit: Reorganising the corporate structure to allow a shareholder to depart in a tax efficient manner.
An integrated approach
Corporate reorganisations and restructurings require consideration of a number of different factors, in addition to legal matters, including:
At Cripps, we work with other advisors to ensure the transaction is delivered to you as part of a collaborative service.
- Cross-border transactions and mergers
- Solvent schemes of arrangement
- Share buy backs
- Capital reductions
- Intra-group reorganisations
- Succession planning
- New group structures
- Intra-group hive ups
- Share for share exchanges
- Conversions of legal entities
For more information or to speak to a member of the team, please get in touch.
Acting for William Nash Plc on a capital reduction demerger to separate a property portfolio from the principal property holding company. As the company was a public company the capital reduction element of the demerger required the approval of the High Court.
Advised on the reorganisation and subsequent sale of nursery group Davidson-Roberts Ltd to Family First Nursery Group. The project team worked closely with Grant Thornton UK LLP and the Company’s accountants to structure and implement a demerger in preparation for the sale in line with shareholder objectives.
Acting for Hillborough Properties Ltd, a caravan park on the Kent coast in relation to a three-cornered demerger with a transfer of shares and capital reduction with 9 steps in preparation for the sale of certain group entities.
Acting for US-based Chromalloy in relation to the implementation of a cross-border group restructure to simplify the intercompany loans. The project involved two separate restructurings covering multiple jurisdictions, including the UK, the EU, the U.S. and Bermuda, and included obtaining National Security & Investment (NSI) approval.
Provided advice to a UK property investment group on the separation of its business into two separately-owned parts by means of a demerger, facilitated by way of a court-approved reduction of capital.
Advised a global film production company on a legal entity rationalisation programme of its UK group, by means of intra-group hive up agreements, distributions of assets in specie and capital reductions.
Advised a French food manufacturer on the merger of one of its UK subsidiary companies into its French parent company through a merger under the Companies (Cross-border Mergers) Regulations.
Advised the shareholders of a leading supplier of secure payment solutions on restructuring its existing debt and equity. This allowed various shareholders to increase their shareholdings and effect a buy out of a private equity investor.
Advised the shareholders of a holding company of a diverse group of property holding and trading companies on the restructure of the group to assist with lifetime tax planning. Separate legal entities were formed and a demerger created 14 new companies and transfer of assets by a liquidator.
Following a change in legislation, advised a property management company and an LLP in a complex reorganisation of its debt and assets. The cash neutral restructure involved the transfer of assets, payment of loan notes, assignment of debt, release of existing and creation of new security.
Katie’s work on the demerger was seamless; she worked well with the tax accountants, involved me at appropriate time points and delivered the project to the required timeline.
Founder of Davidson-Roberts Ltd
This was a complex project involving share transfers, a hive up of assets, releases and assignments of intercompany debts and striking off companies. Katie and the team at Cripps were able to draw on their previous experience to guide us through the process and come up with a structure that will work for our business going forward.
We very much appreciated having experienced lawyers to guide us through the intricacies of the restructuring and sale processes, and who were always available and worked around the clock to make sure that we completed within our desired timeframes. Having worked with Cripps for a long time, they really understood our business, and importantly are good people to deal with.
We are extremely happy with the service provided by Katie and her team. They worked extremely hard to ensure that deadlines were adhered to and the sale completed on time. They were a pleasure to work with.
The Cripps team were efficient, prompt and client focused. The multi-disciplinary team approach was a real benefit and the key reason why the Trust and I choose the firm. The team provided excellent advice throughout.