Just another Lyndales success story...
Here's a selection of recent cases showing the breadth of work and advice we've undertaken.
The Perfect Framework for Selling Your Business
We have recently completed on a very exciting transaction involving the sale of our client’s successful, family-run, scaffolding business to a known private equity firm (PEF).
Selling a business always involves considerable efforts, however, these may triple when the sale is not a clean break as was the case in this transaction. As part of the deal our client, the Seller, agreed to re-invest part of their sale proceeds in the company as part of their commitment to the growth of the business in the near future. This, assuming all goes to plan, enables both the PEF and the Seller to sell their respective shares in a much larger business in a few years’ time. The business was already successful and growing but a rapid influx of money enables a much higher growth rate in a shorter period of time.
The client and the PEF agreed Head of Terms at which point Lyndales became involved. We were introduced by the client’s business consultant who knew us and believed we were exactly what the client needed; professionals with the right experience that could deliver results in a short time without compromising the client’s position. We met with the client, made our pitch, got instructed and things started to roll. On the other side, our counterparts were a well-known large City firm.
The documentation for this transaction was voluminous and involving; not only the usual Share Purchase Agreement, but also a lengthy Investment Agreement, Option Agreements, Service Agreements and various Reports. There were also ‘sweet equity’ arrangements for the existing management, which meant more documentation and more people involved. Having a PEF as an investor with a mid-term exit in mind also meant challenging tax arrangements. And if that was not enough to contend with, we only had a few weeks as a deadline for completion.
However, we embraced the challenge and immersed ourselves within the deal. With the help of one of our property Partners, Kay, and our assistant, Deveena, Stan and I managed to hold our own against a large team on the other side. During the course of the transaction, it seemed that the number of solicitors on the other side was ever-growing! We assisted with the negotiations to pursue reasonable and favourable terms for our client and, very importantly, did everything we could to keep the momentum going when the inevitable hurdles and frustrations cropped up. Whilst the transaction did not quite complete within the rather optimistic time-frame originally set, we successfully supported our client up to and across the finishing line!
Selling Your Business Noga Kogman
“Myself and Sharon are grateful to you and Noga for helping provide a positive and successful outcome to a transaction, that at times was very testing.
Your knowledge, patience and professionalism was clear to see in this matter. You are a credit to your business.”
Divorce & Family Law Ashley Lacome-Shaw, Darrell Webb & Phoebe Hill
"I felt that you gave me much more than good advice."
Null and Void
We were instructed by a woman in relation to divorce and financial proceedings. As the case progressed, it became apparent that her husband had been married before and may not have been divorced from his first wife when he married our client. If he was married before, it would have made his marriage to our client null and void. Furthermore, if he was found to have intentionally married our client when he knew he was married before, this would constitute the offence of bigamy.
We made enquiries with a number of relevant bodies to collect evidence to support our client’s case including with the General Registrar Office and the Central Index of Decree Absolutes. Once we had found out the first wife’s name, we were able to do a full Decree Absolute search spanning over a 26 year period where it was confirmed that no divorce had been registered for his first marriage. Despite the husband using a different name, we were able to obtain the first marriage certificate and also conducted a death certificate search to confirm whether the first wife had passed away before the husband married our client as this would have meant that the marriage to our client was still legal.
We were able to establish that the husband had still been legally married to his first wife when he participated in a marriage ceremony with our client. It was additionally found at Court that he had committed the crime of bigamy as he had intentionally and knowingly attempted to marry for a second time when his first marriage was not dissolved. This enabled our client to rely on his conduct in the financial proceedings which resulted in a substantial reduction in the amount that the husband received. Our client was delighted with the outcome and is looking forward to moving on to the next chapter of her life.
Divorce & Family Law Ashley Lacome-Shaw, Darrell Webb & Phoebe Hill
"My case was handled without any issues, the process was explained during our first meeting and followed through till the successful completion without hiccup."
Commercial Property John Segal & Kay Piper
"...a very comforting manner to go alongside his obvious expertise."
"...at all times, i felt Kay had my back."
Going The Extra Mile
Our long term Far East clients, who are seasoned investors, decided to embark on a new venture. One as a direct investor and secondary lender, with the other two as secondary lenders. At the heart of the transaction was the purchase of a commercial building with a plot of land and its conversion to residential units. The value was a good several millions pounds. What was planned as a straightforward leveraged purchase of property transpired to become much more complex and time consuming. The structure of the deal changed three times at the request of the borrower for various reasons of financial planning and tax saving. The primary lender’s loan documentation was far beyond the usual and required the direct involvement of the secondary lenders and security which was much more than expected or actually needed.
We had ended up working closely with two large City firms representing the bank and the seller (and also with their foreign legal advisors as the seller was not a UK company) and, of course, the borrower’s lawyer. Although the bank’s lawyers had taken weeks to provide their loan documentation (and no wonder as they provided a 120 page Facility Agreement referencing numerous Security Agreements), we were expected to do our job within a few days and just accept their various demands. We did not give in to the pressure and guarded our clients’ interests closely. We negotiated and reduced the amount of security our clients were required to provide and eliminated some future costs. We worked at a crazy pace and under constant pressure. You can imagine the relief we all felt when we finally successfully completed the chain of transactions!
Company Commercial Noga Kogman
"I would recommend Stan and Noga wholeheartedly and without hesitation. Their advice and guidance whilst selling our business was always absolutely spot on and delivered in a way that was always clear and easy to understand. They made the potentially complex process of selling our business a smooth and stress-free one and are genuinely great people to work with."
Commercial Property Stan Harris
"I appreciate all your counsel and professional services, both in sorting out the mess (which they presented to us) and in guiding us on how to deal with them - and for speaking with the voice of reason when tensions were high."
A Very Fine Business Sale/Exit
We have recently completed the sale of an online publication business. Our technology savvy client established an online publication agency offering an alternative to traditional publishing houses, which he considered was more in tune with the technology minded market (and very right he was!). In three years the business had shown fantastic growth and offers from large, well-known publishing establishments soon followed.
We worked with the client from the very beginning; dealing with the various offers, providing support and advice, co-operating with the financial advisers and lawyers on the other side, making sure that the transaction proceeded as smoothly as possible within the strict deadline and to the benefit and satisfaction of the client. What a rewarding feeling it was to see a fantastic business and client grow and excel and be part of it.
Commercial Property Kay Piper & John Segal
"Very efficient, being not just responsive but also pro-active. I was kept well-informed throughout a lease renewal transaction and pushed things through without any need on my part to chase. Highly recommended."
Business & Corporate Law Stanley Harris
"Very professional, precise and in plain English - perfect."
A Resolution of Convenience
We acted for a retailer who operates a number of convenience and sandwich bars in central London. We reviewed a lease for an outlet in a shopping centre which gave the landlord a right to relocate the business within the centre at a later date. Having researched the legal implications and advised the client, he was able to negotiate a substantial reduction in the premium paid for the lease.
Employment Law Ashley Lacome-Shaw & Stanley Harris
"Just a fantastic service."
Residential Property Mary Sofolabo
"Mary provided a friendly and professional conveyancing service to me. Queries were answered promptly and in plain English, and Mary especially was good with the all the details so I didn't have to stress over them. She was also proactive in resolving any outstanding issues. I would highly recommend working with them."
We acted for a couple in a leasehold flat with 53 years remaining on their lease, the landlord being a well known London-based freehold company. We advised the client to instruct a surveyor for valuation advice, whilst protecting them by serving a notice under the legislation which enabled us to commence proceedings in the Leasehold Valuation Tribunal (now known as the First-Tier Property Tribunal).
Working closely with the surveyor, who was in contact with the landlord's surveyor, we kept the pressure on by pressing on with the proceedings in the LVT. We secured an acceptable deal and completed the documentation to the satisfaction of the client.
Residential Property May Tee
"Thank you very much for all of your help May, we have already recommended you to friends and will continue to do so."
Wills and Probate Shamima Begum & Stan Harris
"I recently used Shamima for Probate services. I choose them because my family solicitor wouldn’t give me a fixed fee Probate. I received excellent service ,communication and advice. So much so I am now using them for the conveyancing on the house sale on this estate, and also will be moving all my legal matters to them. I’m truly delighted to have found them, any legal matter can be fraught but I feel confident they will be able to help and at a reasonable cost."
An American passport holder, with assets in the UK, dies in India with beneficiaries in Argentina and Spain. It was a potential nightmare for the beneficiaries. Our private client department unravelled the matter and obtained all the necessary Grants of Representation in two jurisdictions and releasing the funds in London for the beneficiaries.
Wills and Probate Shamima Begum & Stan Harris
"Thanks very much for all your work and advice over the last few weeks. It has been very reassuring for both of us to have this."
Against the Clock
One Thursday, we were instructed by a client that he wished to acquire the freehold of a commercial warehouse for a substantial sum, but had to exchange contracts and complete the transaction the following day! We dropped everything to work on the deal. That afternoon, the owners decided they wanted to stay on and rent the warehouse from our clients for nine months from completion. We wrapped up the purchase and lease-back by close of business on the Friday afternoon.
Beer Garden Sale
A client wished to sell a small cottage on the Norfolk coast by auction. We provided the auctioneers with all the necessary legal information and conditions for the Auction Catalogue to be published. The client wanted us to attend the auction and booked overnight accommodation. On arriving at the auction, held in the garden of a local pub, we were told that the auctioneers did not use standard contracts (as is the norm), but that seller's solicitors were expected to bring a contract for the lucky bidder to sign. We ended up drafting a Sale Contract on the back of a pub menu!
Upside-down Management Deal
Our client acquired a company which acted as a distributor of American snacks to supermarkets in the UK. The client had previously worked for the company. This was a management buy-out with a twist, as the vendor owner negotiated that he would continue to work for the company for a period of three years after completion, while being paid an earn-out based on results. Working with the two parties to agree the financial and commercial deal whilst avoiding a conflict and acknowledging the close relationship of the buyer and the seller (who continued to work together on a daily basis), required us to provide sensitive, pragmatic and even-handed advice to conclude the deal.
Selling by the book
A family-run publishing company, in business for more than 50 years, was being sold by its shareholders, who together had an average age of over 80. Complicated by employment issues and minority shareholders, we worked closely with the family and its accountants. Together with the buyers solicitors, we provided a tax-efficient conclusion when the business was sold.
Monday, approximately 6pm:
We were approached by a Property Solicitor we know quite well who works for a local 30 partner firm. Knowing we would still be at our desks (conveyancing solicitors can survive without food and sleep!), he telephoned us after office hours asking if he could refer a purchaser client to us. He was very apologetic, indicating that since he was covering for colleagues in his department who were on annual leave, he was at full capacity and could not take on this particular new instruction. Could he refer Lyndales to the prospective purchaser?
We were intrigued and of course requested further details. The purchaser wanted to buy a high net worth freehold property in London. The purchaser had received a satisfactory survey report and was a cash buyer. The purchaser now needed to instruct a solicitor to deal with the conveyancing on his behalf. So far, so good, but what was the catch? The property had been listed for sale at auction on Friday and therefore the seller would only sell the property to the purchaser if contracts were exchanged before Friday. Although quite a challenge, we confirmed that we would be able to take on the instruction.
Our details were passed on to the prospective purchaser and we were contacted by the purchaser and formally instructed in the matter.
We received the draft contract and supporting papers from the seller’s solicitors. After perusing the paperwork we arranged to meet our client later that morning in order to verify his ID (in line with Law Society Regulations) and to report to him on the title to the property.
Our client understood the urgency of the transaction and after our meeting confirmed that he would make himself available for the rest of the day to provide us with further instructions as and when required to get the deal done. After leaving our office, he went to his bank to arrange for the transfer of the deposit to us in readiness for exchange of contracts.
In view of the timescale involved, we knew that the usual conveyancing searches (Local Authority Search, Drainage and Water Search, Chancel Search and Environmental Search) would not be returned to us by the search providers before the seller’s deadline to exchange contracts. It was important for our client to have as much information as possible about the property before becoming legally bound to the purchase and so we decided that the best way to protect our client would be to negotiate a conditional exchange of contracts with the seller’s solicitor; i.e. for the exchange of contracts to be conditional on our client receiving satisfactory search results. The seller agreed to our proposal and after spending the bulk of the afternoon on the telephone negotiating the necessary contract clauses to protect our client, we exchanged contracts with the seller’s solicitors and the property was immediately withdrawn from auction.
Both parties were delighted with the result and our client could not quite believe that we were able to open a file, review the draft papers, report to him, negotiate the contract terms and exchange contracts in just one day.