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Our Resolve. Your Resolution.
Whether you are setting up or acquiring a business – or are looking to sell up – we have the legal expertise and the commercial experience to guide you to a successful conclusion.
The decision to set up, or indeed sell, your business is often life changing so it is crucial that you receive accurate advice and effective support.
Our expertise in corporate and commercial law is also independently recognised by The Legal 500 which independently assesses the reputation and quality of legal advice of leading UK Law firms.
Testimonials published in The Legal 500
The Legal 500 (2024 edition): ‘The Harrowells’ corporate and commercial team are efficient, diligent and provide prompt and clear lines of communication with clients and advisors alike.’; ‘Honest, transparent and provide real business advice.’
The Legal 500 (2023 edition) ‘Harrowells Solicitors have been extremely friendly and helpful, and I was attended to incredibly quickly – nothing was too much trouble. Potential clients could feel rest assured knowing that they can expect a very efficient and high level of service.’
The Legal 500 (2022 edition) ‘Superb ability in corporate law, billing has always been transparent and fair plus the ability to hit agreed timescales has never been questioned.’
Sale of a medical software development group involving complex restructuring
We advised on the £30m+ sale of a specialist medical software group to a European Private Equity group that required carve out from an existing group structure, renegotiation of ongoing contractual relationships with other entities remaining within the group and revised remuneration packages and earnout targets for the senior leadership team as well as complex negotiation around the treatment of net assets and inter-group debt.
Careful phasing required to complete the purchase of an established multi-site holiday park
We acted for the buyer of an established holiday park, complicated by the presence of contaminated land. The retention of a proportion of the purchase price in an escrow account was proposed, contingent on successful remediation, to enable the £10m+ transaction to complete ahead of the summer season. We had to liaise closely with the lender so that funds could be drawn down despite the need to resolve some specific land-related issues after purchase. We also advised on conditions of employment and on-site accommodation in relation to the park’s seasonal workers.
Complex buy-in negotiated to boost sale value of niche professional services business
We acted for the seller of a niche professional services business that required negotiation and agreement of a complex buy-in. This has enabled external investment and expertise to be brought into the business to leverage commercial potential and so boost the eventual consideration for the seller. The investment included future options to purchase an increased shareholding percentage with complex considerations around triggers for the option to be exercised and the valuation of the additional sale shares based on future growth.
De-merger of existing partnership involving complex share-for-share exchange
We advised on the de-merger of a high value, large scale partnership which required a complex share-for-share exchange together with significant renegotiation of multiple contractual arrangements with international customers and suppliers due to change of control provisions.
Complex share-for-share and asset transfers to facilitate exit from business partnership
We advised an established haulage business on a share-for-share exchange between partners to facilitate the amicable exit of one party whilst securing the future of the trading business. Given the significance of property assets within the partnership, the agreement relied heavily on deferred consideration and security, which added to the complexity of the negotiations.
Sale of a niche research business and its associated IP to very tight timescales
We acted for the sellers of a niche research business which found a buyer after the formal windup of the business had been initiated. Within very tight timescales, we supported our client in justifying a premium for the database and algorithms that underlie the research business and ensured the sale was completed prior to the timescales set out in the pre-arranged notices of closure.
Negotiated sale of a UK-owned Asian business unit to an incumbent franchisee
We advised a major UK food producer on the sale of one of its Asian business units to an incumbent franchisee. This included negotiating heads of terms, the transfer of IP and other assets (including IP in relation to genetic material and records), agreement on the creation of a new local brand as well as a new service agreement to facilitate ongoing supply of services by the UK seller to the buyer, thus ensuring an ongoing revenue stream post completion.
Advised on the creation of a UK agent network for an Asian medical device manufacturer
We acted for the manufacturer of specialist cardiovascular medical devices, headquartered in Asia and with subsidiary companies across Europe, looking to outsource their in-house UK sales function. We advised on the management of IP and NHS purchasing requirements, created templates for the recruitment of agents, allowing our client to reduce overheads and gain flexibility in growing their sales network.
With experience in all types of business start-ups, business purchases and sales, (whether by way of assets or shares), management buy-outs, and management buy-ins, we always put our legal advice into a refreshingly practical context.
There are many ways in which we can help, including:
Whilst many of our clients are based within our Yorkshire heartland, many are not. We have a reputation for delivering highly responsive and pragmatic advice, whatever your location.
If you are based more locally, you can meet with our corporate lawyers at any of our offices in York and across Yorkshire, so simply contact your nearest Harrowells office in York, St Saviourgate, Clifton Moor, Easingwold, Haxby, Pocklington, Malton, and Thirsk.
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