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Case study

Break it Down!

Deal with a £15m investment into a group run by a client.  

3 weeks to do it in order to hit the plc investor’s year end.  Not one investment – but 4 into separate companies (not a group at all), all owned by different shareholders (with common names appearing in each company).  Given the timing, you also know access to the investor’s FD is going to be limited.  

First, appreciate what needs doing.  The investor needed lots of due diligence doing.  The client was signed up to our company secretarial retainer so all the corporate structure information was to hand.  The client used our data library service within the company secretarial retainer – so we had most of their important contracts to hand.  The investor’s advisors had 90% of the due diligence in their inboxes before they had asked for it.    Second, look for the issues that are going to cause problems before they become problems.  Each company had at least 6 shareholders – no one company had the same shareholders.  We ran detailed heads of agreement that took a week to get signed off – but with the result that the shareholders were, subject to a final sign off, happy to let the company’s execs run negotiations off the back of the agreed heads. 

Twice weekly conference calls were held with the shareholders for updates on the negotiations.  We found out a little around the investor’s FD’s diary and made sure he got the bits he needs to sign off at times that worked for him.  

Third, talk to people or go and see them.  E-mail is a wonderful thing but it also allows information overload.  Two four hour meetings with the investor and his advisors dealt with issues that would have taken one to two weeks to resolve on e-mail.  

Fourth, don’t wait until something needs doing – just do it.  While each company had its own specific issues, the core agreements for them all were always going to be similar.  We got the core agreements prepared and amended (on our own side only) as the heads were being agreed.  All the key documents were issued within 24 hours of heads being finalised (before heads were in fact signed).  

Fifth, think about the practicalities.  Because the shareholders had been properly treated, they were willing to give powers of attorney to sign the documents.  So no-one got grumpy because the corporate lawyers were insistent on completing at 3 a.m.   

Finally, look for the unseen benefits.  Huge strides were made to the ongoing research for EMW Picton Howell’s ground-breaking guide to the great late night takeaway services of Milton Keynes (incorporating Stony Stratford and Bletchley).