So you’ve been offered a directorship; now what?!

You may have worked hard for a long me in a company or business and whether you expect it or not, you end up being called into his or her office for a chat! Fortunately, it’s not to present you with your P45 but instead to offer you a step up to become a director of the company, reflecting your skills and contribution – Great you think – but what is really involved? Many people see a directorship as a title, an honour, a privilege, but it’s a risky business and you must ensure you don’t underestimate your obligations to the company and its […]

Revisiting who owns your business: SBEE Act and PSC Register updates

The Small Business, Enterprise and Employment Act contains a number of measures which represent significant change for companies. The aim is to increase trust in UK businesses and improve the transparency of their ownership and control and in turn it will help combat tax evasion, money laundering and terrorist financing. All companies will be affected in one way or another as some of the changes are to your legal requirements, and what you file with Companies House, so your systems and processes will need to be updated to reflect the changes. In this article we will explore what has come into […]

Help! My franchisor has gone bust – What now?

Franchising has a number of advantages for both franchisor and franchisee. One of which, centred around the fundamental principle of franchising, is that franchises replicate a tried and tested business model and therefore are thought to be a more stable economic bet than entrepreneurial ventures. This is often the case and is reflected in the franchise agreement being seemingly one-sided in the franchisors favour. Most deal with the situation where a franchisee cannot pay their way but very few deal with what happens if the franchisor finds themselves in difficult circumstances. So, what if your franchisor goes into administration? If it […]

Protection and Exploitation of a name using Trademark Law: Jose Mourinho

A trademark is reportedly holding up the appointment of Jose Mourinho at Manchester United. In an unusual situation, the media have suggested the deal is being delayed because Chelsea Football Club own, amongst others, the European Trademark to the name ‘Jose Mourinho’ in five classes of goods, which runs until 2025. Of course, Jose still has the right to use his own name but Chelsea own the rights to using his name or image on certain items; effectively merchandising rights which Chelsea retain and presumably continue to profit from. So, if the reports are true, what’s the issue? Trademark registration […]

MBOs Part 3 – Funding

Quite often, a management team will not be in a position to finance a transaction themselves; lending in one guise or another will therefore be a common feature of a deal; the question will be what form should that take; on one particular deal, we had to cover not just bank funding, but also borrowing against the company’s invoices, smaller investors that had agreed to put in private funds and even a sale and lease-back of assets with a commercial lender, to help raise sufficient cash to do the deal! Where outside finance is obtained, each financier may well rely […]

MBOs Part 2 – The Challenges

One of the biggest challenges relates to the time and commitment required by the MBO team; the deal requires significant input from the key members of the team, but the business and their existing roles as employees are in no way diminished; and indeed failing to look after the interests of the target company during the deal process can act as a double-edged sword; they clearly do not want to buy a weakened business, as a result of taking their eyes off the main focus of their usual day jobs. Managing this natural conflict effectively can prove fundamental in a successful […]

MBOs Part 1 – Selling the company: Is it better the Devil you know?

When it comes to selling your business, whether to move on to a new project, to divest some non-core elements of an existing business or with an intention to retire, a keen management team might prove a better prospect, via a management buy-out (MBO), than a trade sale to a competitor, particularly for the longevity of the business, going forward. Where we are instructed to act on a MBOs, these considerations have long been made; our first call is often to help in negotiating heads of terms, particularly in relation to how a deal should be financed and structured.  In […]