Business structures rarely remain static, growth, succession planning, shareholder change, tax planning, risk management and market pressures all create the need for restructuring or merger activity. Our corporate team advises companies, shareholders and management teams across on reorganisations and mergers, delivering commercially focused and tax-efficient solutions.
We work closely with accountants, tax advisers and corporate finance professionals to ensure that every transaction is legally robust, commercially practical and aligned with your wider financial strategy. Our role is not limited to drafting documents. We guide you through the entire process from initial structuring through to implementation and post-completion matters.
Corporate restructuring
We advise on:
- Group reorganisations and simplification exercises
- Share for share exchanges
- Demergers and spin-offs
- Reduction of capital procedures
- Creation of holding company structures
- Share buy-backs
- Management buy-outs and succession planning restructures.
Many restructuring projects require careful planning to ensure compliance with the HM Revenue & Customs (HMRC) requirements and to achieve tax neutrality where intended
Mergers and acquisitions
We act for buyers, sellers and management teams in private company mergers and acquisitions, including:
- Share purchases
- Asset purchases
- Mergers by acquisition
- Management buy-ins and buy-outs
- Shareholder exits
- Cross-border acquisitions involving UK entities.
Our services include:
- Legal due diligence
- Drafting and negotiating share purchase agreements (SPAs) and asset purchase agreements (APAs)
- Advising on warranties, indemnities and limitation of liability
- Structuring deferred consideration and earn-outs
- Preparing disclosure letters
- Managing completion mechanics and post-completion filings.
Our approach
Restructuring and merger transactions are rarely purely legal exercises. Tax treatment, accounting implications and regulatory compliance are often central to the commercial outcome.
We work in close collaboration with your existing advisors, banking and funding professionals. This approach ensures:
- Tax-efficient structuring from the outset
- Alignment between legal documentation and accounting treatment
- Proper treatment of capital distributions, dividends and share capital
- Certainty on stamp duty and SDLT implications
- Clear implementation sequencing.
Why early advice matters
Restructuring and merger transactions often involve multiple moving parts, legal, tax, accounting and commercial. Taking advice early allows:
- Proper sequencing of steps
- Advance HMRC clearance where required
- Avoidance of unintended tax consequences
- Protection of shareholder value
- Reduced transaction risk.
Case Studies
Group reorganisation prior to sale
The challenge
A family-owned trading group operating across England wished to prepare for a potential sale within three years. The structure had developed organically and included multiple trading and property entities, creating tax inefficiencies and commercial complexity.
Our role
- Designed a new holding company structure
- Implemented a share-for-share exchange
- Separated property assets into a distinct company
- Coordinated with accountants to ensure tax neutrality.
The outcome
The group was simplified into a clean, investor-ready structure. When a buyer was later identified, due diligence was streamlined and the sale proceeded efficiently.
Merger of two professional services firms
The challenge
Two established professional practices wished to merge operations under a single brand while protecting existing partner interests and minimising tax exposure.
Our role
- Structured the transaction as a share acquisition with deferred consideration
- Drafted and negotiated the share purchase agreement
- Advised on warranties and limitation of liability
- Worked closely with tax advisers to structure earn-out payments efficiently.
The outcome
The merger created a stronger combined entity with aligned shareholder interests, tax-efficient consideration arrangements and a clear governance framework for future growth.
Find out more about the team
