& Corporate

Whether you’re a sole trader, partnership, SME or national PLC, we’ll provide what’s best for you and your business.

"It’s all about having people with the right skills, experience and attitude and Gosschalks has all of these in abundance. They have been more than just legal advisors to Coachman over the years and we owe much of our success today to their commitment to understanding our business and industry and to their forward thinking approach.”

— Elliot Hibbs, Managing Director of Coachman Caravans

  • Takeovers, Mergers & Acquisitions

    We’ll make sure you get the very best out of any takeover, merger or acquisition, and help you manage the risks involved with a view to maximising the rewards.

    Whether you’re a buyer or a seller, we’ll guide and support you through everything from initial negotiations, heads of terms, confidentiality, exclusivity and due diligence, to the complex sale documents, warranty and disclosure process, and completion and post-completion matters.

    Our multi-disciplined team provides clear advice on employment, property, litigation, IT, intellectual property and tax matters. We also advise on the financing and fundraising aspects of takeovers, mergers and acquisitions.

    A corporate transaction can be a stressful and time-consuming process. We’ll ease your burden by managing the entire project for you, giving you one point of contact and freeing you up to deal with the day-to-day running of your business.

    We won’t just advise on the legal matters – we’ll work closely with you and your internal and external advisers, and explain the implications of every decision to ensure each one you make is the right one for you and your business.

    When buying or selling a company or business, you only do it once – there are no second chances – so it needs to be done in the right way. Our corporate team has over a hundred years’ experience acting on sales and acquisitions for businesses and companies of all kinds and sizes. No matter how big or small your company or business, we’ll handle the process in the most cost-effective, hassle-free way possible to make sure we deliver the best result for you.

    Our highly experienced team have acted for all types of sellers and purchasers in all industry sectors in relation to:

    • Due diligence
    • Business succession planning
    • Sales/acquisitions of companies/businesses and non-core businesses
    • Management buy-ins and buy-outs
    • Multi-jurisdictional/cross-border transactions

    Key Contact: Nigel Beckwith

  • Academies & Charities

    Through expert advice and a focused, practical approach, our team will guide you through and resolve any legal issues you have, whether you’re a school considering academy conversion, an established academy or a small local or large national charity.

    We’ll liaise with all relevant parties, including the Department for Education/Charity Commission, to ensure your matter proceeds as smoothly as possible.

    We are experts in academy conversions and have extensive experience of advising on the legal issues surrounding the conversion of maintained and church schools under the Academies Act 2010.

    Our multi-disciplined team of education and charity, commercial, property and employment lawyers will guide you through all areas during the conversion, including advising you on:

    • Employment
    • Corporate Governance
    • Funding
    • Property
    • Due diligence
    • Transfer agreements

    We see ourselves as very much assisting in the project management of the conversion process, liaising closely with the Department for Education, making sure all parties know what to do and when to ensure conversion takes place on the target date and within the timetable set.

    After conversion, we’d hope our involvement with your academy doesn’t end there and that it’s only the beginning of a long and close working relationship. Without the support of the local authority, your academy trust will face a range of legal concerns in its new guise. With the support and advice of our team, we’ll deal with these concerns and protect your academy for the future.

    Our team has also acted for numerous local and national charities, providing a first class service and helping those charities build for a successful and fulfilling future.

    Many members of the team also sit as trustees of charities themselves, so we have first-hand experience of the issues charities can face, putting them in the best position to provide practical and focused advice.

    We provide a wide range of specialist legal services to charities, including advice on:

    • Establishment and registration
    • Governance
    • Disputes
    • Compliance and regulatory matters
    • Fundraising

    Our charities team also includes members from our employment department and property department, which enables us to provide a complete and comprehensive legal service to charities whilst understanding the constraints of Charity Law.

    If you’re a school planning a conversion, or an academy or charity needing advice, we can give you a free initial consultation to discuss your needs.

    Key Contact: Nigel Beckwith

  • Agency (Insolvency & Recovery)

    This is a highly-regulated area of the law and there are many pitfalls to be aware of. We’ll help you minimise the possible impact of this legislation. And we’ll give you expert advice and support throughout.

    Thinking about appointing an external agent to market or sell products or services on your behalf? It’s very important that the agency agreements you put in place take the law into account to minimise the possible impact of EU legislation. We can guide you through this legislation and help you avoid the pitfalls.

    Or do you need advice on ending an existing agency relationship? We can advise you on how best to do this to manage your business’ associated financial exposure. We have had many successful years in advising both companies appointing agents (Principals) and agents themselves.

    Key Contacts: James Phinn

  • Banking & Fundraising

    Whether you’re a lender or a borrower, we’ll sit down with you and get to know your needs to help you find the best commercial solution for your business through practical, focused advice.

    Our team is highly regarded for its depth of expertise and tailored approach to every aspect of funding, financing and security. We take into account your business objectives to find the right solution for you, whether you’re just starting up or you’re an established company looking to refinance or finance a new venture.

    We act for a number of banks and other lenders. Our team advises them on their facilities and security arrangements, including their position vis-à-vis other secured lenders, and the ranking and priority of their security, to make sure that enforcement rights are protected whether they’re a primary or secondary lender.

    As a result of our strong relationship with banks, we receive a lot of referrals and extend our advice and expertise to many of their customers/borrowers.

    When acting for borrowers, our expert team can guide you through the issues surrounding facility and security documents, deeds of priority and intercreditor deeds. We help you fully understand and appreciate the financial and commercial obligations being taken on, and their impact on your business.

    We can help you with:

    • Corporate lending, including syndicated, structured, asset-based or invoice discounting facilities
    • Individual and corporate security
    • Refinancing and raising further capital
    • Guarantees and indemnities
    • Mezzanine finance
    • Deeds of priority, inter-creditor, subordination and postponement arrangements
    • Standstill agreements

    Key Contact: Nigel Beckwith

  • Brands, Copyright, Designs & Database Rights

    We’re here to protect your brand, your ideas and your rights. Our specialist team will guard everything that makes your business what it is.

    We can help you safeguard what matters to you. From brand and copyright licensing to design and database rights, we’ll make sure you’re protected for the future.

    Key Contact: James Phinn

  • Supply and procurement (goods and services), including framework agreements

    We’ll give you the expertise and support you need to evaluate, negotiate and draw up the right procurement and supply contracts.

    When sourcing supplies or drawing up contracts with your business customers, you’ll benefit greatly from clear and dependable contractual frameworks being in place. These will give your business commercial confidence and protect what’s important.

    This is particularly important for long-term or key on-going trading relationships, which your business relies upon. You need to make sure you tie down essential commercial terms moving forward as part of your strategic business plans. A properly drafted agreement will provide clarity and protection if a problem does come up.

    Negotiating and drafting these contracts can be commercially difficult. There’s a lot to take into account from a legal point of view if the agreement is to be fit for purpose. We’ll give you expert advice and support throughout the process.

    Key Contact: James Phinn

  • Outsourcing

    We can give you clear and comprehensive advice on outsourcing arrangements. Our team has experience in a variety of projects, from technical IT-type outsourcing through to distribution warehouse management.

    Outsourcing involves the transfer, by a business to a third party supplier, of the operational responsibility for the provision of a distinct business function, process or service. Sometimes, this is coupled with an associated transfer of employees, software and contracts relevant to that business activity.

    Successful outsourcing requires a flexible but clearly-defined framework to meet your changing needs. Agreements are usually lengthy and detailed, with a focus on defining and measuring outsourcing service levels. You’ll need to make sure there are sensible solutions in place if you get poor service, and well-considered transfer clauses at the start and end of the relationship.

    Key Contact: James Phinn

  • Corporate Finance

    Our specialist corporate finance team will recommend the right solution for you, advise on how best to protect your investment and help to steer your business to grow and flourish.

    Our expertise covers all aspects of corporate finance, venture capital, management buy-outs and buy-ins, and we regularly act on behalf of companies, investors and management teams in relation to:

    • Funding and security
    • Private equity and mezzanine loan funding
    • The terms of buy-ins and buy-outs
    • Enterprise Investment Schemes (EIS) & Seed Enterprise Investment Schemes (SEIS)

    Whether you’re a founder and manager of your business or a third party investor, we can advise you on the structure of your corporate finance options and the protection you’ll need, such as a shareholders or investment agreement. At Gosschalks, we don’t just guide you through the legal process of investments – we explain the pitfalls involved and protections you’ll need.

    We understand that finding the right investment is about striking a balance between the interests of the business and those of the investors. That’s why we advise investors on what protections they need and businesses on what investor protections can be agreed, whilst safeguarding what matters to the business and its day-to-day operation so as to make sure the balance is right from the outset.

    Key Contact: Nigel Beckwith

  • Distribution & Resale

    We’ll make sure your strategy and rights are protected, and drive the best value out of the relationship for your business.

    Distribution arrangements are often used by suppliers or manufacturers to expand their business into new countries or markets.

    You need to consider how best to position your business when appointing a third party organisation to market, sell or distribute your products or services. Or when considering distributing another’s products or services in this way.

    Distribution agreements are subject to quite strict EU and UK competition rules. These rules tend to drive the way they are drafted, in terms of fitting within a specific framework and avoiding prohibited terms.

    Key Contact: James Phinn

  • Online Terms & eCommerce

    We’ll give you clear, confident advice and support on all areas of e-commerce to make sure you make the right decisions for your business.

    Our committed team of specialist lawyers can guide you on the laws surrounding:

    • Internet and email policies
    • Online distance selling
    • Data protection
    • Privacy issues

    Key Contact: James Phinn

  • Energy, Infrastructure & Renewables

    Our multi-disciplinary team have experience acting for landowners, developers and energy companies. We’ll help you avoid the risks, protect your assets and get the best possible return on your investment.

    Why you should instruct a solicitor

    Energy, infrastructure and renewables are emerging and complex areas of law with many risks and pitfalls.

    You need legal experts that understand the intricacies of your project, and can put in place a framework that protects your interests if anything goes wrong.

    How we can help you

    Our specialist lawyers advise on a broad range of renewables related issues including:

    • Wind turbines
    • Solar projects
    • Electricity substations and pylons
    • Biomass
    • Dispute resolution

    Because we draw on years of experience from our Construction, Commercial, Property and Litigation teams, we can deal with every aspect of your project.

    • We can advise you on options in leases and other property and infrastructure-related matters
    • We can negotiate and change standard documents to help you gain a better return on investment
    • We can draw up supply, planning and maintenance agreements to protect your interests
    • We can guide you through the tax, finance and construction elements of your investment

    Key Contact: James Phinn

  • Flotations & Listings

    In this highly regulated area, it’s vital that you get the right advice. Our team will liaise with your other advisers and brokers, prepare all the necessary legal documents, and guide you through the entire process.

    Our corporate team has many years’ experience advising management teams and directors on the on-going regulatory obligations of listed companies. From liaising with other advisers and talking you through the risks and rewards, to drafting up all the key legal documents, our specialist lawyers will support you through the whole process to make sure you find the best solution.

    Key Contact: Nigel Beckwith

  • Franchises & Licensing

    Setting up a local, national or international franchise? Or thinking of taking on a franchise operation yourself? Our experienced team will guide you through the process and advise you on the contracts to help you turn it into a success.

    In 2011, UK franchising turnover was £13.4 billion, covering over 40,100 franchised units. The sector is increasing substantially faster than the rest of the economy. Franchising is seen as a lucrative way of exploiting a brand and successful business model in new territory without the need to put up all the investment. Franchisees often see it as a guaranteed formula for business success.

    Franchises have been developed over various types of business and come in many forms. But all will have certain key elements. Typically, the franchisor allows a franchisee to use its name, exercises continuing control over their business, provides operational assistance, and takes periodic payments from the franchisee.

    Franchise agreements are often very lengthy and detailed. They’re usually highly tuned towards ensuring the franchisor’s prized brand and business model is both consistent and protected.

    Specialist solicitor and partner, James Phinn, has wide experience in UK and overseas franchising. He acts for both franchisors and franchisees, including Checkpoint Systems (franchisor) and Toni & Guy (franchisee).

    Key Contact: James Phinn

  • Infringement Proceedings

    Experts in this field, our commercial litigation team will protect your company against infringement and unfair business practice from third parties.

    Infringement on your brand, products or ideas not only loses you business, but it can cause confusion in the eyes of the public.

    We’ll give you all the support and advice you need to safeguard your company against unfair practice by third parties, whether that’s brand enforcement, protection of your trademarks, or copyright infringement proceedings.

    Key Contact: Phil Osborne

  • IP/IT Due Diligence

    We can guide buyers on the security and efficiency of a business’ IT assets and IP procedures to reduce potential risks, identify future investments and secure the best possible sale price.

    If you’re intending to purchase a company that relies heavily on IT, it’s vital that you assess their IT assets, costs, performance and security. We’ll help you do just that.

    Our specialist solicitors will investigate how the business is being run on the IT and IP side to make sure you’re fully aware of the risks, investments and potential for future growth before you make the transaction.

    Key Contact: James Phinn

  • IT/IP Outsourcing

    Thinking of contracting for services? We’ll advise you on the intricacies surrounding outsourcing agreements and protect your business throughout the whole process.

    Outsourcing can have a lot of positive outcomes for your company. Using a provider who specialises in the given area can reduce your cost base and drive up your service levels.

    Through careful, tailored advice and direction, we can help your business secure the right solution for your needs. We’ll safeguard your best interests throughout the arrangement and for the future.

    Key Contact: James Phinn

  • Leasing & Hire

    We’ll help you see the benefits, protect your rights and give you clear, commercial advice on your leasing or hire contract.

    There are a variety of ways in which your business can get the equipment it needs. There are also different means you can use to finance your acquisition, whether or not you actually take ownership of the asset.

    Usually, your business may lease or hire the equipment for a fixed period of time without ever intending to own it, under a Contract of Hire or Operating Lease. Or you may choose a Hire Purchase Agreement, where the sale price is essentially paid over time and can then become your property.

    We act for a number of businesses in this sector who hire business equipment, including Deborah Services Ltd in the UK and Axxion Equipment BV in Holland.

    We’ll help you draw up the right leasing or hire contract for your needs.

    Key Contact: James Phinn

  • Partnership, Shareholder & Joint Venture Agreements

    Are you planning to start up a company, joint venture or partnership?

    Or do you already have one but are concerned about what protections you have in place and/or the existing ownership structure?

    Our specialist corporate team will protect your investment and help you build a successful business for the future.

    We can guide you through funding, financing and day-to-day operating in relation to your partnership, company or joint venture.

    Our team will help you minimise potential costs, advise on the advantages and disadvantages of different structures, and make sure arrangements are put in place at the outset to protect all partners/shareholders in the future.

    We can advise you on:

    • The different structures available to you: limited company, partnership or LLP
    • The ways in which the business can be funded
    • How profits and losses will be split
    • How partners/shareholders exit
    • How the partnership/company will end
    • Additional commercial agreements

    Key Contact: Nigel Beckwith

  • Consultancy

    Through the combined expertise of our commercial and employment teams, we’ll guide you during the entire process and protect your best interests.

    Consultancy is a valuable commercial tool for any business. It often allows a more flexible approach to accessing particular skills or expertise than expanding the employee workforce.

    Consultancy agreements provide the framework under which the consultant offers their services. This can be either through a company or as an individual, for a particular project or on a more ongoing basis.

    These arrangements can offer good tax advantages for both parties over an employment relationship. Although, they are subject to possible challenge by HM Revenue & Customs. Some cases have recently received public criticism for essentially being sham arrangements for ‘tax avoidance’ purposes.

    You should always seek sound legal advice early to make sure you operate safely in this area. We can give you just that.

    Key Contacts: James Phinn

  • Reconstructions, Demergers & Reorganisations

    Whatever the type of reconstruction, demerger or reorganisation, we’ll make the whole process as straightforward and hassle-free as possible.

    If you’re thinking about restructuring your business, it’s important that you take the right advice early. We’ll get to know your business, the reasons for the reconstruction/reorganisation, and adapt our approach to suit your needs.

    Whatever your reasons for restructuring, whether it’s as part of your succession planning, to ring fence profitable business divisions, in preparation for a sale, or other commercial reasons, the entire exercise can be extremely complex and time-consuming – that’s why we make the process as easy and painless as possible.

    We’ll quickly and efficiently prepare the right documents to suit your needs and the requirements of any relevant legislation, including those of a tax nature. We won’t involve you in matters that it’s our job to deal with, leaving you to deal with yours. We’ll liaise with your other advisers and guide you through all the necessary legal frameworks to make sure your objectives are met quickly and correctly, and you’re protected throughout.

    Key Contact: Nigel Beckwith

  • Share Incentive Arrangements

    Our team will work closely with your accountants and/or tax advisers to come up with the best incentives in the most tax efficient way possible.

    If you’re frequently recruiting and seeking to retain high quality management, you need to think about providing business ownership incentives. Usually, this is in the form of a shareholding or an option in respect of shares.

    It’s extremely important to make sure these arrangements comply with all relevant tax and company legislation, in order to provide the best incentives in the most tax efficient way possible. Working closely with your accountants and/or tax advisers, our expert team will give advice and documentation in relation to:

    • Enterprise Management Incentive Schemes (EMIs)
    • Approved and unapproved share option schemes
    • Protecting owners/founders

    Key Contact: Nigel Beckwith

  • Software Licencing, Maintenance & Support, including desktop, SaaS and Apps

    Our experienced commercial team can advise you on the right software licensing, maintenance and support agreements for your needs.

    Whether you’ve a handful of users or hundreds, we’ll guide you through the law on securing the right licensing for your software.

    We can also give you expert advice on maintenance and support agreements to help you minimise downtime and increase efficiency.

    Key Contact: James Phinn

  • Promotion, sponsorship & Commercial Tie Ups

    Through sound advice and a confident, practical approach, we’ll help you negotiate, draft and secure your sponsorship deal.

    Sponsorship is big business. It mainly covers sport, but can also involve music events, the arts, charitable and educational activities, and even the funding of television film productions.

    Traditionally, a sponsor will want brand or product exposure by associating itself with a popular artist, team or event. They can do this by paying for the privilege or by contributing products or services. A written sponsorship agreement is important to protect both the interests of the sponsor and the other party.

    The sponsor must tie down in writing the list of brand promotion rights and to clarify the scope of brand user license granted. They must also have the means to exit swiftly if something happens which could reflect poorly on the sponsor’s reputation. For the sponsored party, the need is usually driven by having enforceable payment obligations. They also need to make sure the rights granted align with their own rights portfolio and other sponsors’ expectations.

    We have been advising our local and national clients in this area for many years, particularly in the field of football. We negotiated and drafted kit supply deals and shirt sponsorship deals on behalf of Hull City AFC during their Premiership years. We also have extensive experience in venue sponsorship arrangements.

    Key Contact: James Phinn

  • Terms & Conditions of Trading/Business

    We are experts in the drafting and effective use of standard terms and conditions of supply or purchase. We can advise you on how best to position your business in light of underlying contract law.

    Whatever your business does, you need to carefully manage the terms on which you deal with your customers. You need to make clear your contractual obligations. You need to limit your potential exposure in the best way possible. And you need to make sure you comply with the law.

    Contractual disputes are a reality of commercial life for most businesses. There’s a constant stream of reported cases where the courts are asked to rule on whether standard T&Cs are enforceable or not. And often these cases involve quite large sums of money.

    There are many pitfalls and the law in this area is constantly evolving. We’ll guide you through the law and give you expert advice along the way.

    Key Contact: James Phinn

  • Website Development

    A dedicated, personal approach and assured, professional advice – our specialist IT team will give you the confidence and security to develop the right website development strategy.

    From building and designing to e-commerce and social networking, we’ll protect and support your business throughout your website development process.

    Key Contact: James Phinn

  • Employment Tribunals

    Between us we have dealt with hundreds of Employment Tribunals and we're all experienced advocates too. We will fight your case from start to finish and support you every step of the way.

    Key contacts: Ted Flanagan, Nathalie Stewart and Ryan Coulson

  • Independent Reviews - Company & Corporate

    Read about what the leading independent guides to the legal profession have to say about our Company & Corporate team:

    Chambers & Partners (2020 edition)

    What the team is known for: Advises clients ranging from local SMEs to regional corporates across a full range of corporate law work, with notable experience in handling M&A, joint venture, corporate restructuring and wider finance-related mandates. Enjoys a particularly strong reputation for its skills in the energy, construction and leisure sectors.

    Strengths: One client describes the lawyers at the firm as "efficient and approachable at all times."

    Another client adds: "We have a very good relationship with them and they represent real value for money."

    Notable practitioners: Andrew Tarbutt has a broad practice with particular strength in private equity and strategic M&A matters. He possesses noteworthy expertise in the renewable energy sector.  Clients say: "He's very organised, very commercial and easy to deal with."

    The "excellent" Paul Plaxton receives praise from commentators for his "good legal insights" and his "very diligent and commercial approach." His corporate law practice features strength in M&A and wider transactional mandates, alongside roles advising on governance and finance matters.

    Legal 500 (2019 edition)

    Gosschalks' team is singled out for its representation of local and national mid-market and SME clients, and regularly acts for housebuilders, construction companies and property developers, and caravan manufacturers and caravan holiday park operators. It also handles a range of banking, finance and security matters for corporate clients, banks and other alternative business lenders.

    Nigel Beckwith heads up the practice, which includes Andrew Tarbutt and Paul Plaxton, who have particular expertise in private equity fundraisings and corporate reorganisations respectively. James Phinn focuses on commercial contracts.

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