Retail & Leisure

Whether you’re a company acquiring a competitor or part of a management team buy-out, we’ve got the experience to negotiate a successful outcome for you.

Our comprehensive due diligence leaves no stone unturned and our decisions are based on what you need, not what we think you need. You can rest assured that, even though the process might seem confusing to you, we’ve been there before; warranties, indemnities and tax covenants are our bread and butter.

You might be a group of companies disposing of a subsidiary or a family or group of individuals selling your private company or family business. We have extensive experience, selling to both UK and overseas buyers, and focusing on what will deliver your sale proceeds as quickly as possible, with the least risk, (whilst trying to avoid those nasty escrow accounts) is one of the things we do best.

We also realise that selling your business could be a once in a lifetime experience so we aim to make the process as painless as possible (and try to have a little fun along the way).

We have a wealth of experience acting for investors on the one hand, and for management teams (who are looking to raise money for their business) on the other. The two approaches are very different (looking at the same issues from both sides) but rest assured we can do both.

In the early days, our corporate team built a great reputation for advising management teams on some very large transactions, when EMW was still quite small, and that reputation continues. Whether we’re looking at leaver provisions, drag rights, restrictive covenants or management controls, or you’re taking in seed or growth capital, we can safely take you through the investment process.

If you own a business, you’re likely to have fellow shareholders. It’s always a good idea to have a shareholders agreement and provisions in your articles of association that suit your business needs. Not all businesses are the same and the dynamics between shareholder groups are always different. Often the directors are the same people as the shareholders (if you’re an “owner managed” business, then you know what we mean) and because of this, the lines can easily be blurred between when to wear your director hat or your shareholder hat.

We get involved in lots of ownership issues for owner-managed businesses but spending a little bit of time and money planning for situations before they occur is always a good idea and can save huge amounts of time and cost in the long run if things go wrong.

Sometimes you need to undertake a group restructure. Your business may have been built up by acquisition, with parts of your business in different companies, or perhaps you’ve acquired assets, like a freehold property, in a subsidiary that you want to extract from the group. We do a lot of work with clients making changes to the way their businesses are put together.

It can be time consuming, but we appreciate it is something you need to get done as quickly and efficiently as possible and we’re used to working closely with your accountants and tax advisers to deliver the end result you’re looking for.

We advise on:

• Asset transfers and hive-ups
• Share capital reductions and reorganisations
• Demergers and transferring assets out of a group

Whether you’re taking a lease of your first shop or entering into agreements for the development of a purpose-built warehouse, or anything in between, our real estate lawyers have the experience to deal with it. We recognise that your property needs to work for you and will pick through the title and documentation with a view to removing, or at least minimising, obstacles.

You’ve probably spent a great deal of time carefully selecting a location - perhaps with size, facilities, footfall, target customer or transport links in mind - and we’ll work closely with you to understand how you want to operate from that property, so that we negotiate the appropriate legal terms on your behalf and flag up any issues which may pose a problem.

…and when the property no longer works for you, we can provide advice on its disposal!

Of course, you might be the landlord of a large shopping centre, a small parade or a single unit. We can help you too! We have vast experience in dealing with property management issues such as the grant of leases, licence to assign and consent to alterations. We’ve acquired and disposed of investment portfolios with tenants in situ, working closely with asset management teams and managing agents, and understand the issues to be addressed in each case.

We understand that your people are pretty key. Whether they work in a warehouse or on the shop floor, a motivated workforce is an essential part of your business. We’ll keep you up to date on changes in case law and legislation that may affect you in this dynamic and changing sector, with seminars on subjects of your choice, in-house training, newsletters and "stop press" updates. We can help you ensure that all the appropriate contracts and procedures are in place and everyone is fully trained to deal with any issues.

Our approach allows you to just get on with your day to day business with support from us when needed. If things go wrong, we’re experienced in dealing with Employment Tribunal claims.

If you’re looking to grow your business or you want to dip your toe into a retail enterprise, you might be tempted to use the franchising route.

From a franchisor’s perspective, you want to ensure your business format is protected and that you have sufficient control over your network; you might have spent years constructing and fine-tuning what you do, so you don’t want someone to ruin it!

For franchisees, it can be exciting to be embarking on a new venture, but it’s important to understand the consequences and implications of entering into a franchise agreement, and to make sure that the franchise you’re being granted accurately reflects your understanding.

If you’re interested in accreditations, we’re an Affiliate Member of the British Franchise Association, a stamp of approval which reflects our experience and expertise in franchising.

Your intellectual property is a key asset to your business. Ultimately all retailers are dependent on their ‘brand’, and intellectual property law is a key tool to protecting that.

We have vast experience in providing up-to-date and accessible advice on how best to acquire, protect and enforce intellectual property rights in order to safeguard various aspects of your business.

Our specialist data protection lawyers are recognised as being amongst the best in this technical area of law. We advise business on how to effectively manage subject access requests and data security breaches, we often draft the essential policies and procedures that every well-managed retail business needs, and we also help train staff and managers to make sure the spirit of the law is implemented.

We frequently advise on direct marketing to consumers and, with one eye on the future, we’re helping businesses to prepare for the key changes in the law that are on the horizon. 

We are experienced in advising retail businesses of all shapes and sizes on their commercial law issues. Whether you need advice about the contracts needed to cement key supplier relationships, assistance in drafting your terms and conditions or guidance on business policies and managing contractual issues every retail business faces, we’re here.

Our expert lawyers can help you negotiate business critical agreements in a way which is commercially focussed and driven by the desire to help strike a balance whilst all the while looking out for your business and its needs.