Reorganisation and Restructure

Contact Philip Maddock or Peter Coats

Many companies or groups undergo a reorganisation or reconstruction at some stage in their development. This may be through choice (for example, in preparation for the sale of certain assets or to set up an advantageous tax structure) or necessity (as part of a rescue or recovery package in insolvency).

Whatever the particular circumstances or rationale behind a reorganisation or reconstruction, RadcliffesLeBrasseur has the experience to enable our clients to react effectively to their changing business environment.

A reorganisation normally involves a fundamental change in the structure of a company or group - for example, by the movement of assets from one member of the group to another, the creation of one or more new companies to form a different tax structure, or the issue of alternative classes of shares.

Another example would be the merger or amalgamation of two distinct businesses to form a single integrated corporate structure. Conversely, a client’s business strategy may entail segregating or disposing of part of a business or a division from the remainder of the business, which can be achieved by the demerger of the overall business into separate business entities.

A reconstruction often occurs in an insolvent situation - for example, in order to reach a compromise between creditors, subject to the approval of the court - and may be designed to preserve all or part of the business of the company or group so it can be carried on after the reconstruction by the same or a similar management team.

The members of our Reorganisation and Reconstruction team combine experience in this specific area with expertise in other areas of the law, including Mergers & Acquisitions, Banking and Finance, Insolvency, Commercial Dispute Resolution, Corporate Tax and Competition, which enables them to take a commercial approach and find practical, workable solutions to the issues affecting our clients.

We work closely with our clients and other professional advisers, such as auditors and accountants, at all stages of the process to ensure that the client’s overall objectives are achieved as efficiently as possible.

RadcliffesLeBrasseur advises on a wide range of reorganisation and reconstruction matters including

  • asset disposals
  • hive-ups and hive-downs
  • mergers and demergers
  • reductions of capital
  • purchase of own shares
  • security assessment and financial restructuring
  • distributions of assets on a winding up under section 110 Insolvency Act 1986
  • schemes of arrangement under section 425 Companies Act 1985
  • turnaround and recovery packages

Our relevant experience includes

  • advising on the £multi-million merger of two truck manufacturers into a single manufacturing business
  • acting for a listed company on the restructuring of the group in connection with its flotation on AIM
  • advising on the UK aspects of the demerger of the chemicals and manufacturing businesses of a US listed multinational corporation
  • handling the merger of the London branch of an Italian bank with the London branch of another Italian bank
  • advising on the merger of the two UK-based financial services subsidiaries of a major Canadian bank into a single financial services unit
  • acting in relation to the transfer of the UK assets of a Saudi Arabian bank to the bank’s London branch, including the transfer of all loan accounts and security
  • advising on the demerger of a substantial family-owned restaurant company into two separately-owned companies
  • advising on the tax aspects of the reorganisation of an international group of companies involved in the manufacture and distribution of office furniture and equipment
  • handling the hive-up of a hotel business in connection with the ultimate sale of the business for £5m
  • advising on the division of a family-owned media business under section 110 of the Insolvency Act 1986 into two distinct businesses under identical ownership
  • handling the hive-up to a holding company of several computer services businesses carried on in individual subsidiary companies, so as to make the holding company the only trading entity in the group
  • advising on the demerger of distinct activities of an existing computer software company into a new company with the same ownership, leaving the existing company otherwise unchanged
  • handling the creation of a new share capital structure for a manufacturing company
  • advising on the buy-back of shares by a management consultancy company and the termination of employment of the selling shareholder.