RadcliffesLeBrasseur advises on most aspects of private equity/ venture capital transactions, including clarifying the intentions of the parties and the objectives of the investment
- introducing selling shareholders to potential investors and intermediaries
- assisting with negotiations to agree the respective equity shares of management and venture capitalists and the pricing of any new issue of shares
- drafting and negotiating heads of agreement including confidentiality and exclusivity provisions and costs undertakings
- advising on tax considerations
- carrying out legal due diligence
- negotiating the division of profits, including preference shares rights, dividends, ratchets and other management incentives
- negotiating exit routes, including redemption or conversion of preference shares, trade sales and listings
- advising on and negotiating loan arrangements, including loan notes for selling shareholders and facilities, debentures, charges and other loan security for debt providers
- drafting and negotiating all documentation, including share sale or subscription agreements, shareholders agreements and articles of association, and service agreements for executive directors
- negotiating protections for minority or non-management shareholders, including management controls, pre-emption on share transfers, “tag-along” and “drag-along” rights and put and call options
- advising on shareholder disputes
- advising on the termination of shareholders’ agreements, including Russian Roulettes, Mexican/Texas Shoot-outs, winding-up and drop-dead provisions
- handling all company secretarial matters.
Our relevant experience includes:-
- advising on an £7m investment in a construction company by a venture capital house, including negotiating a shareholders’ agreement and articles of association with minority protections, management controls and exit options, drafting guaranteed loan notes and negotiating service contracts
- acting for a software company in relation to an $11m investment by a venture capital house
- advising a software company in relation to a £5m investment by 3i, including negotiating the shareholders’ agreement and articles of association
- dealing with the £3m investment by a US venture capital house in a joint venture with a UK software designer, including negotiating the investment agreement and articles of association, preference share rights and dividends, minority protections, exit options and US registration and piggy-back rights
- acting for a medical database company in relation to the £1.5m investment by an off-shore venture capital house
- acting for a French brand licensing company in relation to a £1m investment in a UK manufacturing company, including negotiating the shareholders’ agreement and articles of association, and secured loan notes
- forming a series of joint ventures involving venture capital trusts on behalf of a major listed company and carrying out the purchase of several hotels
- co-ordinating the raising of £14m+ of venture capital and associated bank debt for a health and fitness club group
- acting for a venture capital house in a series of exits from and investments in technology companies
- acting for a US eye care company on an investment in a newly-formed entity established to market its products in Russia
- acting for a UK company in relation to a substantial investment by a venture capital house, followed by the buy-out of the original controlling family interest.