An A, B, C of our services
Acquisitions, Disposals and Mergers
We undertake acquisitions, disposals and mergers involving private and quoted companies and businesses. In addition to negotiating transaction documentation, we provide services covering the whole transaction process, including assistance in identifying potential targets/purchasers, managing the due diligence process, advice on financing and tax-efficient structures for both purchasers and sellers and post-completion integration of acquisitions into existing groups and with corporate restructuring.
We have particular interest and expertise in advising on regulated business transfers, dealing with de-mutualisations, sale of stockbrokers and banks and healthcare transactions.
Business Advice
We advise on the full range of company and commercial work and corporate governance issues (including directors duties) which face businesses on a day to day basis, as well as advising on standard terms and conditions of sale, supply and purchase, distribution agreements, franchise agreements, agency agreements and outsourcing agreements. We advise on partnership agreements, limited liability partnerships, shareholders agreements and joint ventures. We have a dedicated Company Administration and Company Secretarial team using leading edge technology to deal with the day to day statutory demands imposed on companies, enabling us to offer an efficient and cost effective service to our clients.
Charities
As well as our experience with large Millennium undertakings such as the Eden Project in Cornwall and The Deep project in Hull, we act for a range of national and private charities and "not for profit" organisations, including a number of educational establishments. Ongoing advice is provided on all charitable activities and we have a considerable track record in dealing with the Charity Commission and local authorities.
Corporate Taxation
Our Taxation Group advises on a broad range of corporate transactions and the tax issues that often drive them, such as VAT, stamp duty, capital gains tax, business asset taper and other relief, as well as advising throughout the life of a business on the most tax efficient structures available.
Directors
We well understand the issues facing company directors, who have to cope with the ever increasing burden imposed by new legistlation and attendant responsibilities. We have considerable experience advising directors on issues ranging from regulatory compliance, through defending disqualification proceedings to drafting service agreements.
Employment
Our Employment Group advises both employers and employees on all stages of the working relationship. We can also offer advice on the use of Employee Share Schemes. Much emphasis is placed on negotiation. Our Employment Group brochure gives further details as to the range of these services, including specialist advice on immigration matters.
Equity issues
We advise on a wide range of equity transactions such as venture or development capital investments and private placements and public offerings of listed or quoted securities. We help clients to understand and prepare for the listing process and the implications and responsibilities of being a director of a quoted company. We work to minimise the risks involved in taking a company public, either in relation to the prospectus or through giving warranties and indemnities to the sponsor or nominated adviser.
Financial Services
The firm's Financial Services Group advises on all aspects of the regulatory environment within which banking, insurance and investment houses work, and on the legal and compliance aspects which arise on the purchase, sale or closure of regulated entities. This expertise is unusual for a smaller City firm to offer and is more fully explained in the service group brochure which is available on request.
Intellectual Property
Our advice covers trade mark applications, assignments of copyright, copyright licensing and the drafting of software licences and technical support agreements. Special attention is paid to the law of the Internet.
Investment funds
We have considerable experience in advising both on the regulatory issues and structuring of a wide variety of investment funds, limited partnerships and LLPs and investment syndicates for onshore as well as offshore clients. Our aim is to explain the complexity of these issues in a simple manner and to implement the structure seamlessly with support from tax specialists in the firm and our links with overseas advisers where necessary.
MBOs and MBIs
We provide comprehensive guidance from initial investigation of the transaction's viability to its conclusion. We can help identify sources of finance and advise on financial structures. The documentation involved in an MBO or MBI is often extensive and complex. We can help negotiate the equity documents and the service agreements for key individuals with investors and the loan and security documents for any financing. Sound corporate and personal tax planning is also essential. We work closely with the firm's highly-regarded Taxation Group to ensure that rewards from any successful "exit" (whether by flotation or trade sale) are maximised.
Private Taxation and Trusts
We work closely with the firm's Taxation Group to advise the proprietors of our corporate clients on the impact of their business transactions on their personal finances and tax affairs. The Taxation Group advises on all aspects of tax planning and the firm has extensive experience in the establishment, running and breaking of both onshore and offshore settlements.
Secured lending
Working closely with our property colleagues we act for banks, financial institutions and other lenders as well as borrowers in advising on all aspects of secured lending. Our close links with a number of banks and financial institutions gives us a unique insight into the structures and processes of such organisations. We have extensive experience of devising lending structures most suitable to the project at hand.
Start-ups
We have extensive experience in advising both investors and investee companies in connection with structuring investments in start-up companies including high-tech spin-outs from universities. This includes advice on shareholders agreements, articles of association, joint venture agreements and related arrangements such as employment contracts for key employees.
International
Druces is the founder member of a global network of independent law firms, the Alliance of Business Lawyers. This gives us access to expertise in Belgium, Bulgaria, Canada, Czech Republic, Denmark, France, Germany, Hungary, Italy, Libya, Mexico, the Netherlands, Norway, Poland, Portugal, Spain, Turkey, the USA and Vietnam. In addition we have a worldwide network of correspondent contacts whose experience can be harnessed for cross-border transactions and tax planning.
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