Corporate | Acquisitions & Mergers
These are often the most significant events in the corporate life-cycle. We have immense experience in M&A transactions, whether of private company sales or purchases (and whether structured as share or asset transactions) or public company transactions subject to the City Code.
Equally, because of the constraints of English company law, the merger or combination of enterprises will frequently be structured as an acquisition of one merger partner by the other or of both by a third new entity, and we are familiar with advising on structuring and documenting the combination of such enterprises.
We are accustomed to dealing with a wide range of transaction values of greater or lesser complexity, and with buyers, sellers and targets in the United Kingdom or overseas.
Our expertise
Our work includes managing complicated sale processes of private companies with large numbers of private investors and employee stakeholders participating in the sale process through the exercise of share options.
The approach that characterises our acting in these transactions is reasonable, commercial and realistic, so as to reach a successful outcome that properly protects our client’s position as swiftly and positively as possible.
Our public company experience includes acting for offerors and offerees on conventional offers as well as takeovers carried out through schemes of arrangements, “Take-private lite” transactions and Rule 9 whitewashes.
Our experience
- acting for a listed company in its acquisition from another listed company of a division having subsidiaries in the US and five continental European countries
- sale of an internet-only international retail company to a private-equity-funded US buyer
- acting for management in its MBO of a division from a listed company
- merger of a UK listed company with a US venture-funded corporation
- acting for the shareholders of a consultancy company specialising in sub-sea systems for deep-water oil drilling on its sale to an American listed company
- acting for a market-leading provider of energy management solutions on a partial exit for its existing shareholders and investment by a large private-equity fund and its subsequent growth strategy by way of several acquisitions
Related Expertise
Our Team
News & Insights
Laytons ETL’s Equity Capital Markets team advised AIM-quoted Empyrean Energy Plc (the Company), the oil and gas development company with interests in Indonesia and the United States, on their recent share capital re-organisation in connection with a fundraising (the “Transaction”).
A Family Investment Company (“FIC”) is a private company formed with the specific intention of managing and holding investments for a single family. FICs have become a popular method of structuring wealth and passing it down to younger generations.
Laytons ETL’s Equity Capital Markets team advised AIM-quoted Empyrean Energy Plc (the Company), the oil and gas development company with interests in Indonesia and the United States, on their recent share capital re-organisation in connection with a fundraising (the “Transaction”).
Invigorating capital markets in the UK has been at the forefront of the previous and current government’s agendas. Notably the previous ‘Edinburgh Reforms’ that have set about changing the prospectus regime and the Financial Conduct Authority’s (FCA) listing rules.
Laytons ETL’s Capital Markets team advised Tungsten West Plc (the Company), the mining company focused on restarting production at the Hemerdon tungsten and tin mine in Devon U.K., on fundraising by way of adding an additional tranche F to its existing 2023 Convertible Loan Notes (CLN).
Main market listing for Hydrogen Utopia International PLC comes less than 12 months after admission to AQSE growth market
The corporate team at Laytons ETL are delighted to have advised Planit Testing, an Australian headquartered global leader in quality engineering and application testing services, and part of the Toyko based NRI Group, on its acquisition of Shift Left Group, a Yorkshire based quality specialist.
Artificial Intelligence (AI) is increasingly becoming part of our everyday lives. Ranging from speech-to-text recognition, translation software, chatbots to automated stock trading, AI is helping us with decision-making.
The Electronic Trade Documents Bill, introduced on 12th October, is an incredibly important piece of legislation allowing the digitalisation of trade documents. It hopes to boost the UK’s international trade and reduce the estimated 28.5 billion trade documents printed and distributed around the globe every day.
ECCTA comes into force in stages and this article aims to provide a concise overview of what changes have been introduced, what are the upcoming changes and how to prepare for them. Organisations should be aware of these changes to ensure compliance and avoid the risks of penalties.
The Economic Crime and Corporate Transparency Act (the “Act”) has introduced a number of reforms to Companies House in March this year. One of the Act’s aims is to improve corporate transparency and enhance the role of Companies House.
In our latest review we reflect on some notable developments and trends in UK corporate and commercial law.
The UK government has been exploring a programme of wide-ranging reforms to the listing regime since 2020. This was driven in part by market feedback indicating that the UK listing regime was regarded as overly burdensome and deterring companies from listing in the UK.
In the second part of our year end recap, we reflect on some of the more notable developments of the past 12 months in the areas of Mergers & Acquisitions, Corporate Governance and Business Crime.
The corporate finance regulatory framework is experiencing seismic shifts as the UK government looks to implement change necessitated or facilitated by Brexit and to maintain and enhance the UK’s position in the global financial marketplace. As we approach the year end, we recap on the status of some of the key changes and developments in the UK’s corporate sector over the past 12 months.
As we enter a new year, environmental and social responsibility becomes an ever brighter light on the radar of business. A series of diverse drivers have converged to ensure that ESG (Environmental, Social, Governance) has become or is fast becoming a top priority for businesses across the globe.
Our Capital Markets Briefing covers the FCA Task Force on climate-related financial disclosures, the UK Secondary Capital Raising Review, the UK Prospectus regime review and the FCA confirming that it will be extending to standard listed companies the obligation to make climate related disclosures.
In our latest briefing, we look at warranty disclosures following the recent Court of Appeal ruling in Butcher v Pike [2021] along with warranty claims and interpretation of financial caps following the High Court decision where a claim for breach of warranties in a share purchase agreement was considered.
On 15 November 2021, the government published new National Security and Investment Act 2021 (NSIA 2021) guidance on notifiable acquisitions and updated guidance on what to expect when an acquisition is being reviewed and assessed.