Reorganisations

Having the right corporate structure can be invaluable to a business. The careful planning, design and implementation of a reorganisation is essential, not only to ensure that the assets and vehicles end up exactly where they are needed - whether that is for operational purposes, in contemplation of a sale, because the ownership of assets or vehicles are being split or for tax planning purposes - but also to ensure that it is done in the most advantageous and tax efficient manner. Understanding our clients' primary goals behind any restructuring and helping them get their structure right is what we do.

Reorganisations and restructurings are undertaken for a host of reasons, including: tax planning, as a result of litigation, to divide the group up tax efficiently, in order to change corporate structure - for example from an LLP to a Ltd or vice versa, as a precursor to an acquisition of a company or business or as a precursor to a sale of a company or business or to increase business efficiency. They can be complex and require experienced lawyers who are able to understand the client's objectives, know the best route to achieve those objectives - from a commercial, practical, legal and tax perspective - and have the technical knowledge and practical experience to make it happen.

Our cross departmental team has the technical expertise combined with the experience to undertake the full range of restructurings and reorganisations concerning both UK and cross border structures. Being able to provide both the tax structuring expertise and the legal expertise means that we are able to provide an integrated approach to your reorganisation. Our role starts with the planning, design and structuring of these transactions, runs through to the implementation and completion of them and, where necessary, continues with their subsequent operation. We also work closely with tax advisers who may have the expertise to structure the reorganisation from a tax perspective but who may require our expertise to advise on the legal aspects of the reorganisation and to document and implement the reorganisation.

We have advised a breadth of businesses on their reorganisations and our focus is on achieving our clients' desired outcome in the most efficient way possible. 

Experience

Our team has a wealth of experience advising on reorganisations and restructurings of varying sizes, forms and degrees of complexity. We advise on all aspects of the reorganisation, with our corporate and tax experts working together closely to provide tailored advice that is right for you and your business.

Examples of our experience include:

  • Completing a s110 Insolvency Act 1986 liquidation scheme demerger and refinancing of a pharmaceutical and investment business. Our corporate, tax and finance team worked together to structure and implement the demerger at the same time as the group undertook a refinancing with its incumbent finance provider. The demerger was undertaken in order to segregate the investment and trading assets within the Group.
  • Advising a large fund management company on the restructuring of its business and the change from LLP status to Ltd status. We worked closely with the client's existing tax advisers to advise on the implementation of the structures being suggested from a tax perspective and subsequently implemented and documented the restructuring of the client's business.
  • Restructuring a successful recruitment business in order to facilitate an exit from the business by some of the original founders and the completion of a management buy-out by the senior executive team. The reorganisation also ensured an ownership structure that would incentivise current and future management and provided a platform to enable the business to meet its long term growth strategy.
  • Completing a liquidation scheme demerger of a construction insurance specialist. The demerger was undertaken in order to segregate the core and non-core assets within the Group and therefore to prepare certain facets of the Group for sale. The tax aspects of the demerger were undertaken by the client's existing tax advisers and our corporate team worked closely with the tax advisers to structure, deliver and complete the demerger.
  • Completing a group re-organisation and subsequent s.110 Insolvency Act 1986 de-merger of the Allen Lane group of companies, to separate certain property holding companies from the operating companies of the Allen Lane recruitment business. Our tax team provided the tax and structuring advice, working closely with our corporate team, which documented and completed the reorganisation and demerger.
  • Acting for the management team of new client Eurotaxglasses Guide Group on a large equity and debt re-structuring deal. The transaction involved a complex equity restructuring (and associated restructuring of the subordinated debt) and we also assisted with the implementation of a new Management Long Term Incentive Plan.
  • Advising DHX Media in relation to the restructuring of Cookie Jar Entertainment Holdings Limited within its UK group and the associated bank security and stamp duty relief application in respect of the intra-group transfers.

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