Corporate Finance & Private Equity

Corporate Finance & Private Equity

Whether you are raising investment, bringing in new shareholders, or acquiring a business, the right structure at the outset can have a significant impact on the outcome. The legal terms agreed at the funding stage can affect control, ownership, dilution, investor rights, founder protections, exit options, and future decision-making for years to come.

Our company and commercial law team provides specialist guidance on corporate finance and private equity transactions, helping clients negotiate key protections and complete deals efficiently.

Corporate & Commercial Lawyers in London, Sussex & Surrey

LONDON: 020 4524 9436 | SUSSEX: 01273 956 270 | SURREY: 01252 471 211

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Legal support for growing businesses

Businesses seek external investment for many reasons. Our solicitors advise on the legal arrangements that underpin these transactions, including:

  • Private equity investments
  • Venture capital and growth funding
  • Management buy-outs and buy-ins
  • Corporate finance transactions
  • Investment and shareholder arrangements
  • Seed, growth, and later-stage funding rounds
  • Preference shares, loan notes, and convertible instruments
  • Investor rights and founder protections
  • Due diligence, disclosure, and completion documents
  • Group reorganisations linked to funding, investment, or acquisitions
  • Shareholder approvals, board approvals, and company law compliance

Private equity investment can provide the funding needed to accelerate growth or support existing shareholders looking to realise part of their investment. However, the terms of a private equity transaction can be just as important as the funding itself. They can affect what control investors have, how founders are protected, and how value is ultimately realised on exit. 

We advise companies, founders, and investors throughout the transaction, helping ensure the investment terms work in practice and that all necessary arrangements are clearly documented. This includes: 

  • Investment agreements
  • Shareholder agreements
  • Articles of association
  • Disclosure letters
  • Board minutes
  • Shareholder resolutions
  • Ancillary documents
  • Completion deliverables
  • Reserved matters
  • Consent rights
  • Board representation
  • Management incentives
  • Warranties
  • Leaver provisions
  • Drag-along rights
  • Tag-along rights
  • Anti-dilution protections
  • Information rights
  • Exit provisions

Investor rights, founder protections, future funding rounds, and share dilution can all have a long-term impact on the business. For early-stage and high-growth companies, it is important that investment terms provide sufficient protection for investors while preserving flexibility for founders and future fundraising. 

Our team helps businesses understand the proposed terms and negotiate arrangements that support growth without creating unnecessary restrictions later. We advise on:

  • Pre-emption rights
  • Liquidation preferences
  • Option schemes
  • Founder vesting
  • Convertible loan notes
  • Advance subscription agreements
  • Investor consent rights
  • Information rights
  • Valuation issues
  • Future investment rounds

Our aim is to help businesses secure funding while maintaining a legal structure that remains workable as the company grows.

When ownership is changing hands, it is important to ensure the transaction works for both the outgoing owners and the incoming management team. Management buy-outs and buy-ins often involve a combination of acquisition documents, funding arrangements, investor protections, employment terms, management incentives, and future governance provisions. 

We advise on the legal aspects of management buy-outs and buy-ins, helping clients deal with funding arrangements, ownership structures, and the documentation needed to complete the transaction. We help management teams understand both the opportunity and the obligations involved in becoming owners of the business.

The right funding can obviously help a business pursue new opportunities and grow. Equally, poorly structured arrangements can create problems long after the transaction has completed. In particular, funding terms can affect repayment obligations, security, control rights, restrictions on future borrowing, and the ability of the business to raise further finance or complete future transactions. 

We advise clients on the terms being proposed, both explaining the implications of key provisions and helping ensure the transaction supports the future direction of the business. Where required, we work alongside accountants, tax advisers, funders, and other professional advisers to ensure the legal documentation supports the wider commercial and financial structure.

Bringing in new investment often requires existing shareholder arrangements to be reviewed or updated. Investment can alter voting rights, ownership percentages, board control, dividend expectations, transfer rights, and the balance of power between founders, existing shareholders, and incoming investors. 

We prepare and negotiate investment agreements, shareholder agreements, and related corporate documents so that all key arrangements (e.g. ownership, voting rights, future funding, and exit provisions) are properly addressed.

We also advise on:

  • Dilution
  • Consent rights
  • Reserved matters
  • Dividend policy
  • Transfer restrictions
  • Leaver provisions
  • Founder protections
  • Investor protections
  • Future exit strategy

Our Corporate & Commercial Team

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