Healys LLP were instructed by the shareholders of a company to advise them on the sale of the controlling interest of the company. The owners of the company had built the company over a period of 8 years and it meant a great deal to them to retain an element of influence over the company going forward. A bespoke and detailed shareholders’ agreement was negotiated to govern the relationship of the parties after the sale.
The clients also had to enter into directors service contracts, which needed to be extensively negotiated to ensure that our clients still retained some flexibility. The extensive due diligence process unearthed a tax issue and an issue with the share structure of the company stemming from incorporation; which required detailed provisions in the share purchase agreement. We also had to manage rights to some material intellectual property created by one of the owners that benefitted the company; resulting in some of the rights being assigned to the company whilst others were retained by the owner and licensed to the company. It was important in this deal to really get to know the clients’ reasons for sale, the expectations of the client and discuss with them the practicalities of working with a third party going forward.