Reorganisations and restructurings

They navigated us through a business-critical complex transaction giving us the confidence that our best interests were being protected.

Chris Walling, Executive Chairman, Almaren Limited
Corporate

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Demergers of business streams prior to a sale, post-acquisition integration, fiscal restructuring to optimise the group tax position, share buy-backs to allow a shareholder to exit, or the disposal of dormant or excess companies all need expert legal advice to effect a corporate reorganisation that meets the goals of the business.

Our corporate team has considerable experience of guiding clients through the legal issues arising as part of a corporate reorganisation.  We work with our clients and our tax colleagues - or with our clients’ external tax advisers - to agree a structured plan for the reorganisation which aims to achieve the strategic goals and optimise both the tax and legal outcomes of the reorganisation while minimising your risk.

Corporate reorganisation projects demand thorough, carefully considered planning followed by disciplined and well-managed implementation. We apply a detailed project management approach to each reorganisation project.

We also work closely with other specialist teams across the firm - typically our commercial, IP/IT and employment colleagues - to help deliver the reorganisation. We also have experience of co-ordinating multi-jurisdictional corporate reorganisation projects.

We offer expert advice on:

  • demergers to separate out business streams from the wider business
  • fiscal reorganisations to enhance and manage the tax position across the group
  • group simplification projects including the removal of dormant or excess companies
  • post-acquisition integration of newly acquired companies into the buyer group
  • reductions of capital
  • share buy-backs (to facilitate shareholder or employee exit)

Recent work highlights

Three-cornered demerger

Securing a settlement for several charities as part of a group of disappointed beneficiaries who missed out on an intended testamentary gift due to the negligence of the solicitors preparing the will.


Hive-up of Pearson businesses

Following Pearson Education Limited’s (PEL) acquisition of the share capital in Education Development International PLC (EDI), we advised FTSE 100 client Pearson Plc on the hive-up of the business and assets of EDI to PEL.


Switch in ownership for industrial gas supplier

Advising on the demerger of a company specialising in the sale and distribution of gas products into two sister companies, followed by the sale of one of these to a US-owned West Midlands based business.

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Penningtons Manches LLP

Penningtons Manches LLP is a limited liability partnership registered in England and Wales with registered number OC311575 and is authorised and regulated by the Solicitors Regulation Authority. San Francisco is an associated office.

Penningtons Manches LLP