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Bircham Dyson Bell (BDB) LLP and Pitmans LLP merged on 1 December 2018 to become BDB Pitmans LLP. More details can be found here

Corporate Advisory

We advise corporate clients, banks, investors, boards and individual directors on listing and corporate governance-related matters, which affect them on an ongoing basis.

Sectors and Services
Corporates and Business Services

We offer up-to-date knowledge of legal and regulatory obligations and our corporate advisory team can advise on:

  • Employment
  • Employee benefits and executive compensation
  • Business ethics and anti-corruption
  • Regulations affecting listed companies
  • 1 Corporate Governance
    In a complex and fast moving world directors and senior managers need to understand the responsibilities that are imposed on them in respect of their shareholders, employees, customers and the wider public.

    Corporate governance and risk management are now major issues for managers in both public and private companies, as well as other organisations such as partnerships and charities. Regulations have multiplied and aim to enforce responsible management to improve the protection of shareholders and other stakeholders.

    We provide up-to-date strategic guidance on a regular basis to many directors, senior managers, members of LLPs and trustees on issues surrounding the complex world of compliance. It is important that clients understand their duties and obligations and how this impacts on shareholder value and planning for the future of the business. This will involve assessing risk, not just to protect individuals but also the business.

    In addition we can advise on:

    • Charities and Social Enterprise
    • Company secretarial
    • Commercial contracts
    • Corporate transactions
    • Corporate finance
    • Data protection and privacy
    • Ecommerce and online trading
    • Employment
    • Equity capital markets
    • Litigation and dispute resolution
    • Mergers and acquisitions
    • Outsourcing
    • Public affairs
    • Public law
    • Professional services
    • Partnerships and limited liability partnerships

  • 2 Reorganisations and Restructures
    Group reorganisations may be beneficial or necessary for many different reasons.

    We have a wide experience of working with clients to achieve their aims in an efficient and timely manner, formulating pragmatic, legally robust solutions for the commercial issues which are faced, utilising the necessary restructuring tools. Depending on the circumstances, these could include capital reductions, schemes of arrangement, share buy-backs or share-for-share exchanges.

    Our experts will guide you on recommended structure, advise on directors’ duties and other corporate law considerations, prepare the implementation documentation and conduct appropriate due diligence, calling on the specialisms of our wider team as appropriate.

    Examples of reorganisations we have helped our clients to implement:

    • The integration of the UK businesses of two multinational groups following their £3 billion merger, involving bringing all the main business divisions under a single operating company
    • The establishment of a limited partnership holding structure for the UK and German arms of an Australian listed company, and the subsequent unwinding of the structure on change of tax regime
    • A scheme of arrangement to bring together six separate EIS companies from the same stable into a single group
    • A consolidation of share capital and buyback of fractional entitlements as a means to reduce a listed company’s numerous very small shareholdings

  • 3 Company Fundraising
    We act for clients at all stages of their fundraising life-cycle, whether seed capital for start-ups, debt or equity finance for established businesses or secondary offerings for listed companies.

    Whatever stage your business is at, our team can provide pragmatic legal advice and assistance, taking into account your circumstances and future outlook. Having acted both for investee and investor entities, we understand the commercial pressures and drivers on both sides of the table and can transact efficiently on your behalf. We have close relationships with a variety of advisers covering all aspects of fundraising transactions (corporate financiers and accountants, and for listed companies, Nomads and brokers) which gives us a holistic understanding of transactions ensuring that our advice is always commercial and practical.

    If you are a listed company looking to raise funds, please see our capital markets offering.

    If you are a private company looking to raise funds through equity investments, we can help you with the early stages of funding, such as seed and angel investments, SEIS, EIS and crowd funding. As you grow, we can advise on institutional series A, B and C funding rounds, venture capital or private equity investments and minority or majority investments. We appreciate the considerations as to company ownership and management that come with equity fundraising, and look to provide practical advice on both the transaction proposed and its future implications for your business.

    We are equally experienced with debt financing, including advising on bespoke and LMA-style agreements and all associated security documentation.

  • 4 Joint Ventures
    Partnerships and Limited Liability Partnerships (LLPs) enjoy a number of unique business opportunities and many people trade together using these structures.

    Our commercial team has wide expertise in dealing with professional practices, both large and small, and complex structures such as limited disclosure rules and tax transparency. In addition we have set up partnerships, drafted key documents for partners and members and have conducted mergers.

    The LLP is a well-established form for professionals of all kinds and we have advised a number of clients on conversion from traditional partnership to LLP. It is also an important structure for a variety of joint venture investment projects. Our commercial team has in-depth knowledge and expertise in advising clients on the use, formation and operation of LLPs, traditional partnerships, and the lesser known limited partnership.

    Business Structures and Start ups

    Small businesses are the lifeblood of the economy and entrepreneurs, and many from outside of the UK see London and the UK as a welcoming environment to set up business.
    The first question for a new enterprise will be about business structures: whether to trade as an individual, form a partnership, joint venture or set up a company?

    We have years of experience in setting up businesses often supported by Business Angels, Venture Capital Trusts or Private Equity. Generous tax breaks are now available if certain criteria are met under the Enterprise Incentive Scheme (EIS) or the Seed Enterprise Investment Scheme (SEIS) and tax planning can ensure that Entrepreneurs Relief and other benefits should be available.

    We are members of the UK Business Angels Association and work with Angel News.

    Business and company growth

    As a business grows we provide advice on shareholders agreements, joint ventures, merger and acquisitions, finance and corporate governance together with tax, employment, real estate and intellectual property protection.

  • 5 Private Equity
    Private equity investment can provide both capital and additional management resources to businesses.

    We look to grow strong relationships with our clients in order to understand their commercial motivations in a fast-paced and competitive environment.

    We have a depth of experience representing a range of private equity houses, venture capital funds, financial investors, lenders, investee companies and management teams in relation to private equity investments in both start-up and established businesses, in the UK and internationally.

    We regularly act on buy-outs, fundraisings, controlling and minority investments, and exits. Acting for both investor and investee entities means we are well placed to manage transactions and advise on current market practice.

    We appreciate that each client is unique and we seek to understand key commercial drivers in order to offer a tailored, pragmatic and commercial service.

    Find out more about our recent experience:

    Private Equity and Venture Capital highlights

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