Shoosmiths' legal experts discuss the potential impact Brexit will have on the business sector in the latest board paper from the UK law firm.

Markets are currently under pressure, faced with the uncertainty of what a Brexit could bring. Although a two-year exit period is available for negotiations to take place, there are issues that Brexit has raised that businesses should be aware of.

In the paper Craig Armstrong - commercial partner at Shoosmiths - analyses the potential issues businesses should consider with regards to key commercial aspects including data protection, intellectual property, employment and competition law. In addition, the potential effect on commercial trading relationships is focused upon, looking at importing costs, EU regulations, territorial scope and changes to regulated services.

Craig commented: 'This period of uncertainty is of great concern to the business sector.

'We have produced this paper to set out what we deem to be potential issues for businesses to consider post-Brexit.

'It outlines steps businesses could take to identify risks and mitigate the impact of any potential changes brought about by Brexit, particularly in the areas of contractual due diligence, amending dispute resolution clauses and reviewing intellectual property portfolios.'

Shoosmiths' commercial team is recognised nationally for its broad legal expertise and has been ranked a top 10 law firm for commercial law by reference to the number of FTSE clients acted for. Operating across the UK, Shoosmiths commercial team works across numerous industries and sectors.

The Financial Services and Markets Act 2000 (Market Abuse) Regulations 2016 (MAR) came into force on 3 July 2016 implementing the EU Market Abuse Directive (MAD II).

This article looks at what market abuse is, why it's important and how it might apply to you and your office.

The new MAR regime aims to enhance market integrity and investor protection and comes hot on the heels of judgment in the longest and most expensive investigation into market abuse in UK history (Operation Tabernula). The case resulted in two men being sentenced to prison for an aggregate of eight years.

For a recent update on specific changes implemented by MAR, see this previous Shoosmiths article. Before delving into the criminal complexities unearthed by Operation Tabernula, we look at the definition of market abuse.

What is Market Abuse?

The UK's old civil regime contained in Part 8 of the Financial Services and Markets Act 2000 (FSMA) and the Code of Market Conduct in the FCA Handbook (Handbook) has now been replaced. The Criminal Justice Act 1993 and Financial Services Act 2012, as they apply to criminal offences concerning market abuse, remain unaffected. The provisions of MAR are directly applicable to the UK and the FCA has updated both the Handbook and FSMA to ensure compatibility with MAR. The coming into force of MAR extends the scope of the market abuse regime by shifting focus from regulated markets to financial instruments.

Market Abusive Behaviour

Market abuse is a concept which covers a number of types of activities which in large part would give the perpetrator an unfair advantage in financial markets and prevent full and proper market transparency. Recital 7 of MAR sets out that market abuse is:

'Unlawful behaviour in the financial markets . [consisting] of insider dealing, unlawful disclosure of inside information and market manipulation'.

Each of these types of behaviour is prohibited by Article 14 of MAR.

Article 7 of MAR describes inside information as:

'information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments'.

Not so different from the previous regime, MAR states that information likely to have a 'significant effect' means information that a reasonable investor would be likely to use as part of the basis of an investment decision. As part of the overhaul of legislation the definition of inside information under MAR goes beyond financial instruments and derivative financial instruments. It now also relates to spot commodity contracts and auctioned products based on emission allowances.

Insider Dealing

The behaviours identified in Recital 7 are further described.

Article 8 sets out insider dealing as:

'where a person possesses inside information and uses that information by acquiring or disposing of, for its own account or for the account of a third party, directly or indirectly, financial instruments to which that information relates'.

This includes cancelling or modifying an order in relation to a financial instrument after receiving inside information. The Article also prohibits recommending another person engage in insider trading or inducing another person to engage in insider dealing, but only where the person using such inside information knows or ought to know that the recommendation is based on inside information.

Unlawful Disclosure

Unlawful disclosure under Article 10 of MAR is simply disclosing inside information to any other person except where made in the normal exercise of employment, a profession or duties.

Market Manipulation

MAR provides a detailed list of abusive behaviours which amount to market manipulation in Article 12. The list includes activities such as entering into a transaction which gives, or is likely to give, a false misleading signal to the supply or demand for a financial instrument or secures the price of a financial instrument without a legitimate reason. Entering into transactions with the purpose of manipulating the market, disseminating false or misleading information or transmitting false benchmarks are prohibited as is certain specific conduct of individuals.

Who can commit market abuse?

Articles 8(4) of MAR sets out the prohibition on insider dealing, and Article 10(1) making it unlawful to disclose inside information applies to any person who possesses inside information as a result of holding one of a number of identified positions. The list includes being a member of the administrative, management or supervisory body of the issuer, holding capital in the issuer, or having access to the information because of employment or profession. Individuals who hold information they know (or ought to know) to be inside information will also be caught by MAR whether or not they fall in the list of defined positions. The manipulation behaviour prohibited by Article 12 applies to any person.

The drafting of Article 8 and 10 means that the scope of persons subject to the regime is just as broad as under the old regime but with the greater scope that any dealings in emission allowances will also be caught from 3 January 2017 along with certain other instruments. Increasing exposure for institutions too will be the focus of MAR on instruments over markets. For example a foreign fund may find itself subject to MAR by having dealings in an instrument traded on a single European OTF.

Criminal Market Abuse

Part 5 of the Criminal Justice Act 1993 (CJA) makes it a criminal offence to engage in market abuse behaviour although only natural persons may be prosecuted. The CJA makes it an offence for an insider to: 

• deal in price-affected securities when in possession of inside information 
• encourage another to deal in price-affected securities when in possession of inside information 
• disclose inside information other than when in the proper performance of their employment, office or profession.

A person has inside information when they hold the information, know they hold it, they know that it is inside information and know that it has come from an inside source. An inside source can be a director, an employee or shareholder of an issuer of securities or someone who has access to the information by virtue of their employment, office or profession.

FCA Enforcement

FSMA gives the FCA powers to investigate and prosecute insider dealing. Since 2009 the FCA and its predecessor the Financial Services Authority have secured 28 convictions in relation to insider dealing.

Case Studies

Operation Tabernula

The investigation into and subsequent trial of a sophisticated insider dealing ring reads like a script for the latest Hollywood blockbuster. This was the FCA's largest and most complex investigation to date and resulted in the conviction of five men for insider trading under the pre-MAR regime.

Working in partnership with the National Crime Agency and pulling in forensic accountants, market experts, intelligence analysts, lawyers and more, the investigation reviewed offending which took place over a number of years.

The two headline convictions in this case were of Martyn Dodgson a senior investment banker, and Andrew Hind a chartered accountant, who received 4.5 years and 3.5 years imprisonment respectively. Dodgson's sentence is the longest ever handed down for insider dealing.

The two men acted in concert with others in positions to contribute information or put up the money to make trades. Dodgson's career had taken him to Morgan Stanley, Lehman Brothers and Deutsche Bank. Using encrypted devices, burner phones and codenames the defendants in the case attempted to disguise their activities. Putting into play state of the art technology, surveillance teams and radio microphone 'bugs' the FCA ran up investigation costs of £20 million. The message sent by the FCA to the industry is unequivocal - they will pursue investigations despite their time consuming and expensive nature to secure convictions for insider dealing.

For a fascinating piece of journalism covering this sensationalist case, we recommend this Bloomberg article

Fine and Ban

But what of smaller scale cases not involving espionage-style criminality?

In May 2016 Mark Taylor, a financial adviser at Towry Limited, was fined over £26,000 and banned from financial services practice for two years for market abuse. On the back of information he received at work which had not been made public, Taylor bought shares in a listed company.

The information went public later that day and the share price shot up. Taylor then sold his shares and made a profit of around £3,500. On fearing he might be guilty of insider dealing, Taylor later contacted his broker to ask if the transaction could be reversed, but the broker declined and reported Taylor to the FCA. As a result of the trade, not only did Taylor lose his employment but initially faced a fine of nearly £80,000.

This case demonstrates that even professionals not placing trades as part of their day to day duties are capable and at risk of crossing the line between acceptable conduct and behaviour amounting to market abuse or insider dealing.

So what can you do?

Does your organisation have a policy on handling sensitive information? Do all your staff understand the need to treat commercial information carefully, especially where it is identified as being inside information? Do you have adequate controls in place and compliance oversight across your business? These are all key high level points for review but individuals understanding what inside information looks like and what behaviour constitutes market abuse are perhaps the most effective ways of mitigating risk to your organisation.

Please contact the author with any MAR queries or to discuss how we can assist you.

As part of its ongoing strategy to take a larger share of the UK legal market, Shoosmiths has announced that it is opening a new office in Leeds.

Two new partners have been announced as the first appointments as part of the expansion which will create Shoosmiths' 11th office. Employment partners Simon Robinson and Phil Crowe will join the firm from Gordons to spearhead the opening of the office.

Commenting on the expansion, Shoosmiths chief executive Claire Rowe said: 'This exciting move into Leeds will enable us to access one of the largest legal markets in the UK outside of London, bringing both new people and clients to the firm.

'We have an ambitious growth strategy, which includes taking a larger share of the domestic market, and have chosen to build our practice organically through carefully planned expansion of our teams and services across locations, in response to client demand. We are focusing on the client experience and listening very carefully to what our clients are asking for. This strategy has enabled us to grow a larger share of our clients' legal spend because they like what we deliver.

'Although we already advise clients based in Yorkshire, this new office will enable us to develop more work from some of the largest national and international corporates in that region. We plan to create a Northern hub of legal expertise for Shoosmiths' clients with our Leeds and Manchester offices working closely together and anticipate recruiting specialists in key fields including corporate, real estate and commercial disciplines to help us fulfil that goal.'

Shoosmiths has a track record of successful national growth and in recent years it has opened new offices in Manchester and Edinburgh as a result of client demand. Its Manchester office was opened in 2008 with the recruitment of a team of six and now has over 150 people, and the Edinburgh office was established as a result of a merger with Archibald Campbell & Harley in 2012.

The firm has not yet set a confirmed date for the office opening, although it said it would be late 2016.

Shoosmiths and AlixPartners the leading global business-advisory firm, have advised Grabal Alok (UK) on restructuring options available for its value retail chain Store Twenty One, as the business seeks to remain competitive in today's retail environment.

At a meeting of creditors held on 15 July 2016 the Company Voluntary Arrangement (CVA) proposed by Grabal Alok (UK) Limited t/a Store Twenty One was approved. This followed the support of almost 90% of creditors voting. Peter Saville, Ryan Grant and Anne O'Keefe of AlixPartners will now become the Supervisors of the CVA and monitor the implementation of the proposal.

The value chain began life as Quality Seconds, and then QS, but was rebranded as Store Twenty One when it was acquired by leading Indian textiles group Grabal Alok in 2007.

Legal advice was provided to Grabal Alok by restructuring partner James Keates and senior associate Aaron Harlow of Shoosmiths LLP.

Pravin Soni, Director of Store Twenty One, said 'We would like to thank all of our employees, creditors and other stakeholders for their support, in what we know has been a very difficult time. The Directors and Management team now look forward to focussing on the future of Store Twenty One and working with everyone to make this business a success for many years to come.'

James Keates, restructuring partner at Shoosmiths, said: 'It has been a pleasure to advise the Company on this complex arrangement which in our view was in the interests of all parties concerned. As a result the business is healthier and more than a thousand jobs have been preserved.'

Peter Saville of AlixPartners commented that 'The level of votes in favour of the CVA, across all of the various creditor groups, demonstrates the strong relationships that the Company has with all of its stakeholders and the support that exists for the Store Twenty One business.'

Shoosmiths has advised independent private equity firm, Spring Ventures, on a £20m investment into Kent-based IGF Invoice Finance, which has been acquired from the Greater London Enterprise (GLE).

The equity commitment from Spring Ventures expands IGF's asset based lending facilities for UK SME's.

An initial investment of £9m will fund the buy-in management buyout (BIMBO) of IGF with further follow on capital of £11m over the next three years to be available. IGF will lend up to £5m to meet the growth aspirations and working capital needs of UK SME's with revenues of up to £100m. The facilities may also be used for re-financings, mergers and acquisitions, restructuring and turnaround situations. IGF currently has a portfolio of over 200 clients and supported small businesses with total sales volumes of more than £300m in the year to March 2015.

Shoosmiths' corporate team was led by partner Lynn Knight supported by Emma Livesey. Jamie Chambers led on the tax piece, and financial input was provided by Rebecca Mauleverer, Linda Williams and their team. The team advised Spring Ventures on all aspects of the deal including the acquisition of IGF, the equity terms of Spring Ventures' investment and the financial aspects of the transaction.

John Hudson, managing partner at Spring Ventures, commented: 'Lynn and the team at Shoosmiths have once again provided fantastic support and guidance through a relatively intense process.'

Shoosmiths' Lynn Knight, said: 'It has been a pleasure to work with Spring Ventures again on this transaction. With an experienced management team, IGF has great prospects.

'The dynamic expertise and strong project management skills of our corporate team sees us working on numerous deals across the M&A market and we look forward to working with Spring Ventures on similar projects in the future'.

Spring Ventures is an entrepreneur-funded private equity firm that invests in UK business with high growth potential. Built around partners and an advisory board, they has a strong track record of supporting ambitious management teams to strategically plan and accelerate growth of their business. Investment opportunities are focused mainly in the business services, IT, industrial products, financial services and healthcare.

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

National law firm Shoosmiths has appointed corporate partner Amit Nayyar, to the Milton Keynes office.

Amit joins the firm from Hogan Lovells' London office, where he was a leading corporate partner with a focus on private equity and mergers and acquisitions. Previous to this, Amit held positions at White & Case and Pinsent Masons.

Recognised as a 'Rising Star' (IFLR 1000), Amit is described as 'supremely smart and dedicated' (Legal 500) and as someone who 'gets off the fence, gives practical advice and finds solutions' (Chambers 2016).

Amit has acted as lead counsel on a variety of high-profile buy outs, bolt on acquisitions, management incentive plans and exits both on domestic and multi-jurisdictional transactions. He is also actively involved in outbound and inbound investment work in India.

Amit's previous work includes advising Rothschild (Five Arrows Principal Investments); Advent International; Trilantic Capital Partners; Foundation Investment Partners; Kelso Place and DTVF.

Sanjeev Sharma, corporate partner at Shoosmiths and head of the Milton Keynes office, said: 'Amit has an impressive track record of fantastic work nationally and globally and his wealth of experience will strengthen our hugely successful national corporate offering.'

Amit Nayyar commented: 'I am very excited to become part of such a forward thinking, growing firm that's well known for its exceptional advice and client service. I look forward to working with Sanjeev, making my mark here and to playing my part in continuing to grow the outstanding MK corporate team.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

National law firm Shoosmiths has advised Lloyds Bank's private equity arm, LDC, on the provision of £37.5million of acquisition and development capital to accelerate the international growth of ByBox.

ByBox the UK's leading field service engineer logistics and supply chain technology solutions provider, in a transaction that values the business at £105million.

Headquartered in Harwell, Oxfordshire, ByBox provides technology-enabled locker-based solutions to help more than 250 blue chip clients, including BT, Fujitsu, Npower, Marks & Spencer, Walmart and Vodafone to manage their engineering parts inventory and solve difficult supply chain problems.

Each year, ByBox ensures more than 20 million mission-critical parts reach field engineers that maintain the UK's technology, telecoms and energy infrastructure. The company's proprietary software, Thinventory, connects ByBox's network of smart boxes in nearly 900 locations with its hub in Coventry and nine distribution centres across the UK, providing visibility to clients. Added-value services include a team of technical couriers that can provide a low-cost flexible resource model to fix equipment in the field quickly and cost-effectively.

In addition, ByBox's B2C Click&Collect network of electronic lockers in 27 countries help retailers manage increasing consumer demand and high expectations around the delivery of online shopping.

LDC is backing ByBox's entrepreneurial leadership team; CEO Stuart Miller, who co-founded the business in Silicon Valley in 2000, co-founder COO Steve Huxter, co-founder Dan Turner MD Click&Collect and CFO Pete Rowse.

LDC has invested £37.5million for a significant stake in the business, and a banking syndicate led by RBS provided £55million senior debt facilities plus additional CapEx and working capital facilities to support the transaction.

Shoosmiths' corporate partners, Sean Wright and Emma Gibson advised LDC on all corporate elements of the acquisition, with support from corporate associate, Kiran Dhesi and paralegal Lawrence Renny. The team was supported by a number of specialist lawyers from other disciplines in the firm; including banking, led by partner Linda Williams and supported by solicitor, Sarah North; and tax; led by partner Tom Wilde and supported by associate Sara Mardell.

Yann Souillard, LDC Managing Director for the South, and Alastair Weinel, LDC Investment Director, will both join the board alongside Martin Hiscox as Chairman. Hiscox has over 25-years' experience working with private equity backed businesses and supporting the supply chain technology industry.

With an existing annual turnover of around £73 million, the investment will support ByBox's continued organic growth in the UK, especially in areas such as smart metering. It will also help ByBox significantly accelerate its global technology deployment, expand its technical courier proposition and continue to develop its Click&Collect service.

Alastair Weinel, Investment Director at LDC in the South, said: 'We are very pleased that Shoosmiths has once again delivered exceptional advice for LDC on such an important deal. ByBox's impressive growth has been driven by the management team's ability to deliver both unrivalled customer service and improved efficiency for its clients. The firm's owned Smart Box and locker network as well as its proprietary software give it a considerable competitive advantage and a significant opportunity to expand. ByBox is exactly the kind of forward-thinking, ambitious business we want to back and we're looking forward to working with Stuart and the team.'

Emma Gibson, corporate partner at Shoosmiths, said: 'It was a pleasure for our corporate team to have advised on this acquisition for LDC. The breadth and depth of our national corporate team means we hold the necessary expertise and specialisms to be able to comfortably support on all corporate aspects of private equity deals, such as this.'

LDC was advised on the deal by Spectrum Corporate Finance, Shoosmiths, BDO and Hullbrook. ByBox was advised by PwC Deals team led by Coolin Desai, Liberty Corporate Finance and Osborne Clarke.

The corporate team at national law firm Shoosmiths has advised London-and New York based Venture Capital firm, Octopus Ventures, on its leading a $22m funding round into Outfittery, a curated shopping service for men's clothing.

Outfittery has now raised $59.81m in total, in five rounds from 12 investors, including an Italian investor group which incorporates several family offices tied to the fashion industry in the country. Existing investors Northzone Capital, Highland Europe, Holtzbrinck Ventures and Mangrove Capital Partners also participated on this round.

Outfittery is a service designed to make it easier for men to shop for fashion online. Customers simply answer a few questions about their clothing style and sizes at www.outfittery.com. Outfittery's style experts then personally contact them and put together individual outfits which are conveniently shipped to their homes. Customers keep whatever they like and send the rest back.

The Berlin-based company was founded in 2012 by Julia Bo#sch and Anna Alex. Style experts are solely dedicated to their customers and over 100 high-quality fashion brands are currently on offer. The Company is currently active in eight countries.

It is planned that the Company will use the funds to expand in Europe and improve customer experience.

Shoosmiths corporate partner, Alastair Peet and solicitor Rachel Seaton advised on all corporate aspects of the deal, with assistance from partner Peter Christian Schmidt and associate Philip Kümper at German law firm Heuking Kühn Lüer Wojtek. Both firms are members of the World Services Group.

Rebecca Hunt, investment manager at Octopus Ventures, said: 'We have a fantastic relationship with Shoosmiths - in a deal such as this, it's important to have lawyers who understand our approach and, most importantly, our business. Investing in Outfittery was thrilling for us because we can see its potential.'

Alastair Peet, corporate partner at Shoosmiths, said: 'Delivering a great client experience is what we pride ourselves on and learning about the business our clients are in is all part of that journey. We are pleased to have played a part in this deal and to have advised Octopus once again on its investment into such an innovative business.'

Shoosmiths' corporate team has advised public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

The national corporate team has been placed second by deal volume in Experian's UK Deal Review and Advisor League Table and have recently won Law Firm of the Year at the M&A Awards 2015.

The Manchester-based corporate team at national law firm Shoosmiths has completed the first of what it expects to be many acquisitions for an ambitious new private equity-backed hotel group.

The team led by partner Karen Procter acted for London-based investor Downing LLP on its acquisition of Dunkeld House, an historic hotel in the Scottish Highlands.

Downing has backed three experienced hotel operators, Arnold Schnegg, James Hawksworth and Joe McMahon in their purchase of the four-star Perthshire-based property.

The trio previously successfully built up and then sold Hallmark Hotels for £75m in 2014 - and have now embarked on a buy and build venture with the backing of Downing LLP.

Karen Procter said: 'We are delighted to be working with another leading private equity investor out of the Manchester office. We have extensive experience of working with driven, ambitious PE-backed management teams who are on the acquisitions trail. For example we have completed more than 50 bolt-on deals for Chase Templeton under the ownership of Palatine Private Equity.

'We previously worked with the guys when they were at Hallmark and it's great to be working with them again. I know they will look at more acquisitions in the coming months.'

Arnold Schnegg, chief executive of Dunkeld House Hotel LLP and the former CEO for Hallmark said: 'We have been working with Downing for over a year and considering a number of acquisition opportunities. I hope this will be the first of many success stories as we look to build a group of managed hotels.

'The Shoosmiths team did an exceptional job on the acquisition - really impressive, thorough, professional, helpful and efficient, all we could ask for.

Dunkeld House finance director James Hawksworth added: 'Although this was the first acquisition in a new venture with new funders we chose Shoosmiths due to the high quality of the work they had previously performed at our former hotel company.

'Shoosmiths has an extremely good knowledge of what is important in Hotel transactions hence it was our preference to continue to use them. The work performed on the acquisition, funding and property documents was of a very high quality and done in an efficient manner. I would not hesitate to recommend them to anyone else in our industry.'

The corporate team at national law firm Shoosmiths has advised long-standing clients, the shareholders of property consultancy GBR Phoenix Beard Holdings Limited, on its acquisition by international real estate advisor, Savills.

With a reputation for providing high quality consultancy, property management, agency and transactional services, GBR Phoenix Beard is an independent, owner-managed business which operates nationally from offices in Birmingham, London and Leeds. Its specialist teams cover commercial property management, office and industrial agency, investment, residential management, building consultancy, lease consultancy, rating, and health and safety services.

Savills Birmingham was established in 1998 and offers a full spectrum of services including: development; planning; urban design & masterplanning; office and industrial agency; investment; building consultancy; rating; strategic asset management; lease consultancy; commercial property management; management set-up; valuation and housing and healthcare.

The practice employs 205 people, who will all join Savills with immediate effect, and is led by Managing Director, Simon Farrant, alongside Head of Property Management, Catherine Gabriel and Head of Agency, Stephen Benson. Savills and the GBR Phoenix Beard Birmingham teams will relocate to a new combined office in due course, while the GBR Phoenix Beard teams in London and Leeds will move into Savills existing offices at Margaret Street and City Point.

Shoosmiths corporate partner, Ben Turner and solicitor Georgina Gurnhill advised the shareholders of GBR Phoenix Beard on this complex deal; and provided solutions along the way. The team advised on all aspects of the deal, from the initial heads of terms stage to completion of the transaction. Tax advice was provided to the individual shareholders by Shoosmiths tax partner, Tom Wilde. Negotiation of the shareholders new service contracts with Savills was advised on by Shoosmiths employment associate, Nick Vernon.

Simon Farrant, managing director at GBR Phoenix Beard, now Savills, said: 'We have used Shoosmiths for a number of years and have been continuously impressed by the quality of the advice we have received on this deal and others. This deal was very complex and, as such, knew we could rely on Shoosmiths corporate team to get the deal across the line and offer innovative advice at the same time.

'We are genuinely thrilled to be joining Savills, which reflects the high esteem in which our business and our team are held. Savills full-service business, global presence and highly developed infrastructure bring significant opportunities for staff and clients alike. This is a pivotal moment in GBR Phoenix Beard's fifty year history and we are excited by the compelling proposition offered to our longstanding clients.'

Shoosmiths' Ben Turner, said: 'We thank our long-standing client GBR Phoenix Beard, for instructing us on the consultancy's sale to Savills.

'GBR Phoenix Beard has been a client of Shoosmiths' for many years. Our capabilities for providing advice on M&A deals are extensive because of the size and strength of our national corporate practice. We have the breadth and the depth to be able to deal with complex matters such as this; while remaining innovative and retaining superb client experience.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

National law firm Shoosmiths has advised NVM Private Equity (NVM) on their £2m investment of development capital into Channel Mum Limited, an online multi-channel network video blog community network for parents.

Channel Mum was founded in 2015 by Siobhan Freegard, who also co-founded Netmums, and is aimed at millennial mums and mums-to-be. Siobhan recognised the growing trend of searching YouTube for information on parental guidance and saw the opportunity for a platform to present an 'honest, authentic face of parenting'.

The platform is described as 'YouTube's friendliest - and most honest - community for mums' and brings together thousands of parenting focused videos in one easy to navigate site where vloggers and businesses alike are able to work with Channel Mum to get in front of their target audience.
Shoosmiths Thames Valley corporate partner, Rachel Turner, led the deal with support from tax partner, Tom Wilde, and associates, Oliver Leyden (intellectual property) and Charlie Barnes (employment).

David Rolfe, lead investment partner at NVM said: 'We are very pleased with the advice given to us by Rachel and the wider team at Shoosmiths on this transaction, and consider them to know our business and the private equity market very well.'

Shoosmiths' Rachel Turner said: 'Shoosmiths as a firm has advised on several NVM investments, and it has been a pleasure working on this project with them.'

'NVM has a great balance of investment experience, commercial realism and vision to help Siobhan and the Channel Mum team develop its full potential.'

Shoosmiths' corporate team has advised public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

The national corporate team has been placed second by deal volume in Experian's UK Deal Review and Advisor League Table and have recently won Law Firm of the Year at the M&A Awards 2015.

The corporate team of national law-firm, Shoosmiths has advised independent infrastructure and private equity investment manager Foresight Group on a £2.75m investment into Chorley-based horticultural ecommerce business, Euxton Group.

The deal, which has funded a buy-in management buyout (BIMBO) at Euxton Group, represents the very first investment from the Foresight Regional Investment Fund. The Fund was launched in January 2016 and targets established, profitable small and medium-sized enterprises (SMEs) in the North West, North Wales and South Yorkshire, across a broad range of sectors.

Managed by Foresight's team based in its Manchester office, the Foresight Regional Investment Fund makes investments of between £1m and £5m into local growth SMEs. It operates a flexible investment mandate in terms of deal type, investing in MBOs, MBIs, Equity Release and Growth Capital transactions.

Euxton Group, which encompasses Hedges Direct, Best4 Hedging and Impact Plants, has grown rapidly over the last three years, having achieved annual sales growth of more than 30 per cent. Foresight's investment will help the group to further drive sales and capitalise on the increasing prevalence of ecommerce.

Michael McVey will join as managing director, working alongside the existing team of Jamie Shipley, Kathryn Gallagher and Paul Francis. Claire Alvarez, Senior Investment Manager who led the transaction out of Foresight's Manchester office, will also join the Euxton board.
The Shoosmiths team advising on the deal was led by Manchester corporate partner, Kieran Toal, with support from partner Amit Nayyar, James Skivington and Gemma Porter. Support from Shoosmiths specialist teams was provided by Danielle Spencer (banking), Katie Marsden (Employment) and Tom Wilde (Tax).

Commenting on the deal, Kieran Toal said: 'We are delighted to have supported the first investment made by the Foresight Regional Investment Fund and the first deal working with the Foresight from its new Manchester office. Foresight Regional Investment Fund is a welcome addition to the thriving Manchester private equity market and I am sure will play an essential role in stimulating regional economic growth in the SME sector. This deal will, no doubt, ensure that Euxton Group goes on to even greater success, regionally and beyond.'

Claire Alvarez, senior investment manager at Foresight, said: 'With this deal being our first investment from Foresight's Regional Investment Fund and our first out of Foresight's Manchester office, it was vital to us that our lawyers had the necessary expertise and drive to negotiate equity terms for us whilst at the same agreeing a deal that was fair for management. To do this effectively requires significant private equity experience, particularly in the local market as we are new to investing in the North West, excellent technical capability to navigate through complexity and the ability to advise on legal risks in a commercial context. Kieran and the Shoosmiths' team displayed all of these qualities together with professionalism and good humour and we would not hesitate to use them on future deals.'

'It is a pleasure to mark Foresight's commitment to the North West with this investment into Euxton, which has demonstrated such impressive growth over the past few years. I look forward to working with the management team to build innovative strategies for the business's development nationally and internationally.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths works with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

National law-firm, Shoosmiths has advised NVM Private Equity (NVM) on a £4m development capital investment into a Salford Quays-based consultancy which is primed for growth in the wake of the UK's decision to leave the European Union.

Customs Connect and Customs Connect Europe, which aim to minimise customs duty paid by importers through re-classification and suspension, plans to use the capital to both support an expanded service offering within the UK and to facilitate growth across mainland Europe.

Company founders Neil Sheppard and James O'Neill already count a healthy number of blue-chip companies as clients and have bolstered the Board with the appointment of John Barnsley to the role of non-executive chairman. A former UK managing partner at Price Waterhouse Coopers, John brings a wealth of experience in growing professional services businesses internationally and, particularly, across Europe.

Manchester-based Shoosmiths corporate partner, Kieran Toal, led the deal with support from Damien Brown and Gemma Porter (corporate), Tom Wilde (Tax), Liz Sweeney (Banking) and Katie Marsden (Employment).

Andy Leach, investment partner of NVM, said: 'We are delighted to be supporting Customs Connect in its ambitious plan to broaden and grow its activities across Europe.

'At a time when, post-Brexit, the topic of trade agreements and related duty considerations are high on the business agenda, Customs Connect is well-placed to assist. This funding will allow Neil and James to expanded Customs Connect's offering across more territories in Europe where businesses are facing similar challenges.'

Commenting on the deal, Kieran Toal said: 'We are pleased to have acted for NVM on its investment in another growing and exciting north-west business in Customs Connect and, as a repeat client, it is another pleasing indicator of the progress Shoosmiths' corporate team is making in the competitive Manchester private equity market. We very much hope that NVM call on us again to assist on future deals.

'Whatever course the UK's withdrawal from the European Union takes, trade legislation and customs tariffs will continue to be important for businesses trading with the UK and on the continent. Customs Connect is primed to meet this increased demand and the investment by NVM should allow the company to realise its growth potential.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths works with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

National law firm Shoosmiths has advised the sellers on the disposal of retailer, Rohan Group Limited, to H. Young Holdings PLC.

Founded in 1972, Rohan provides outdoor activity clothing, operating 55 stores across the UK and employs over 250 full time staff. Previously bought by the Cann family in 2007, H.Young Holdings has acquired the Milton Keynes based business.

Started in North Yorkshire, Rohan kitted out Austrian climber, Peter Habeler for the first accent of Mount Everest without bottled oxygen in 1978, after which the retailer moved into travel clothing, lightweight gear and 'easy care' clothes for everyday use. Rohan has experienced steady growth over recent years with sales of around £28m.

H. Young Holdings, a privately owned business headquartered in Newbury, Berkshire, already owns a number of well-known active brands including surf and leisurewear brand Animal and cycle specialist Madison. Supplying thousands of independent retail businesses across the UK, H. Young Holdings also operate a number of their own retail outlets and employ over 900 people with annual sales in excess of £200m.

Shoosmiths' corporate partner Sanjeev Sharma led the team with support from Gareth Cook, Aleks Bosch and Lauren Conroy. The team were assisted by specialists Tom Wilde (Tax) Heather Chandler and Kunjan Sembhi (Pensions), Matthew Kemp and Carly Wells (Real Estate).

Roger Cann, managing director at Rohan, commented: 'We are delighted with the excellent legal advice, the dedication and the high quality service that the Shoosmiths' team provided throughout this transaction. This deal will provide the resources for further development of the Rohan brand and will ensure the company continues to expand and provide high quality outdoor clothing to its loyal customer base.'

Sanjeev Sharma added: 'Rohan is a great British brand and we are extremely pleased to have supported this deal that will ensure its continuation as a leading specialist retailer.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

What can sellers do to make the disclosure process as painless as possible?

Following our previous article on the due diligence process, the next stage of the selling process is the disclosure exercise.

From the sellers' perspective the disclosure exercise can be an onerous and frustrating process - time-consuming and distracting from day-to-day responsibilities. It's therefore crucial that sellers and their lawyers implement effective procedures to achieve a streamlined disclosure process.

Here are our top tips to make this stage of the transaction as focused, cost-effective and efficient as possible.

Top Tips 

• Understanding and scope: take time to ensure that your internal team understands the process, purpose and importance of disclosure. Often various members of the team will provide disclosures due to their knowledge of different aspects of the business such as HR and IT, so it's essential everyone has been fully briefed at the outset. 
• Responsibility: one member of the sellers' internal team should be given primary responsibility for collating responses from the business in relation to the warranties. It is a good idea for this to be the same person who has responded to due diligence enquiries. This person will be able to manage the large flow of information effectively and ensure that all of the information made available is considered and included in the disclosure exercise if required. 
• Be honest about your level of experience: if you are not familiar with the disclosure process, please do let your lawyer know. We have extensive experience in guiding sellers through this and can provide a help sheet about disclosure and arrange face-to-face meetings to walk you through the transaction. This will ensure that correct and full disclosures are made. 
• Appreciate the importance of disclosure: if inadequate disclosures are made, you may not have reached the requisite level to qualify as 'Disclosed' and you may face breach of warranty claims. Therefore it is important that comprehensive and accurate disclosures are made in order to avoid potential liability and to ensure sellers have protection through disclosure. 
• Provide as much information as possible: you must provide full, fair and accurate disclosures. For example, if you have received any litigation claims it is important to let us know whether matters have progressed to court, the value of any claims and how long the claims have been ongoing. 
• Data room: sellers should ask their lawyer to take responsibility for the disclosure data room. This way they can comply with data protection laws by anonymising certain information before uploading documents to the data room and ensure that the correct documents have been uploaded in an orderly fashion. This will make it easier to argue that the documents in the data room should be generally disclosed, providing sellers with more protection. 
• Keep your lawyer updated: advise your lawyer of any updates which need to be made to the disclosures. You can't stop operating your business during the disclosure process and so it is likely that certain disclosures will change throughout the sale process.

Please contact the author for more information, or to discuss how we can assist you with your transaction.

Shoosmiths has advised world famous toy retailers Hamleys of London Limited on the leasing of a new retail premises at the Livingstone Designer Outlet Centre near Edinburgh.

Hamleys will occupy Unit 65 at the Livingstone Designer Outlet Centre in West Lothian. The new store signifies Hamleys continued investment into the Scottish market where it has seen stable growth.

The Shoosmiths team was led by Edinburgh based real estate partner Steve Dougherty and supported by solicitor Claire MacLean. They advised on the negotiating of both the lease and license for works with Hamleys taking entry to the property in September, with a view to the store being open for pre-Christmas trade.

Nicole Grannum, Head of Legal at The Hamleys Group, commented: 'We are very pleased with the legal support Shoosmiths have provided us with on this deal. Ensuring we secure prime locations for our stores is crucial to our continued growth and success. Shoosmiths understands our market and the pressures we face and the legal advisors provide a professional, responsive and expert service we can rely on.'

Steve Dougherty, added: 'We are extremely pleased to continue to provide legal assistance to long standing clients Hamleys. Advising on their new premises in West Lothian shows their commitment to investing in the Scottish market and we look forward to working on future projects with them here in Scotland.'

Shoosmiths' national real estate team services a wide variety of clients across the UK on real estate, construction, planning, property litigation and environmental issues. Clients range from commercial and residential developers to investors, retail and leisure operators and public sector bodies including Bellway, St Modwen Properties PLC, Allied London, Marstons, Northwood and Galliford Try.

Shoosmiths has advised Octopus Energy Group Holdings Limited, wholly owned subsidiary of Octopus Capital Limited (Octopus), on its investment into specialist intelligent energy management technology firm, Reactive Technologies Limited (Reactive).

Reactive leverages its deep expertise in communications engineering to bring a suite of new technologies to the market that will positively assist the energy industry to deliver cleaner, greener and more affordable energy, through more efficient and effective energy management.

Reactive's innovative, cloud-based solution for Corporate customers, Tradenergy®, enables the remote control and optimisation of electrical assets at scale unlocking flexible demand that can be used to balance electricity networks and generate revenue for corporate customers. Reactive's innovative approach to cloud-based demand side response, reactive power management, frequency response and remote control and measurement of grid-connected assets enable industrial and commercial energy users, network operators and distributed power generators to mitigate cost and operational risks.

The investment in to Reactive Technologies is a strategic investment for Octopus to augment its existing energy supply business and energy investment activities.

Octopus manages a distributed energy generation portfolio worth c.£1.8bn, comprising solar, wind, anaerobic digestion, biomass, landfill gas and reserve power assets.

Shoosmiths corporate partner Alastair Peet and associate Alistair Hammerton advised on all corporate aspects of the deal with IP and technology advice from partner Andy Brennan and solicitor Imogen Francis.

Sam Goss, investment director, Octopus Energy, said: 'Octopus works with Shoosmiths on a number of deals across the business and we are very pleased with the advice we receive from the team. In particular, their longstanding experience in operating in the venture capital space was critical to us getting the deal done.'

Chris Hulatt, co-founder of Octopus commented: 'At Octopus, we look to invest in areas where we can really make a difference. Reactive Technologies is at the heart of changing the way energy is managed and addresses some of the energy sector's biggest challenges. Our investment represents a strategic decision for Octopus, supporting our existing assets and building on our position as one of the UK's largest investors in the renewable energy sector. We look forward to working closely with the Reactive Technologies team to support our shared focus on a smarter solution to energy generation and supply.'

Shoosmiths' Alastair Peet, commented: 'Octopus is a true innovator in this sector, looking to new technology to create an energy business fit for the 21st century. We were very pleased to advise Octopus, on this important, strategic investment for their renewable energy team.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

Shoosmiths has advised international hotelier Leonardo Hotels Europe on the acquisition of Morrison Street Hotel Limited and its Edinburgh city centre hotel.

Following the successful opening of its first UK hotel in London, Leonardo Hotels Europe have expanded into Scotland with the purchase of the Leonardo Hotel Edinburgh City Centre. Previously managed by Whitbread's hotel arm Premier Inn, the popular hotel is centrally located on Morrison Street near Edinburgh Haymarket station and the Edinburgh International Conference Centre, perfectly placed for business and conference travellers.

The hotel boasts 282 rooms and four function rooms totalling 164 square metres, making it an ideal venue for conferences and conventions. It also has rare car parking capacity for 90 cars and is a 25 minute tram journey from Edinburgh International Airport.

The Shoosmiths' corporate team was led by partner Stuart Murray and included associate Jen Paton and solicitor Alexander Lamley. The deal also required real estate and employment expertise that was provided by real estate partner Janette Speed, associate Shona White and employment partner Karen Harvie.

Edinburgh is one of the best performing markets in Europe and is highly sought after location for investors to acquire hotel real estate. Leonardo Hotels has over 65 hotels of 3-4 star category in 35 European destinations including the UK, Germany, Austria, Switzerland, Belgium, Spain, Hungary, Czech Republic and Italy. The hotels offer unique ambience with their own individual character and appeal.

Daniel Roger, Managing Director Europe at Leonardo Hotels, commented: 'The team at Shoosmiths has provided excellent legal advice and demonstrated strong commercial awareness of our industry that has ensured the transaction was efficient and completed on schedule.'

Stuart Murray added: 'We are very pleased to have advised Leonardo Hotels on its expansion into Edinburgh with such a significant acquisition. Edinburgh is a thriving business and tourist hub and the arrival of Leonardo Hotels will serve to support this further and we very much look forward to working with them on future expansions.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

The corporate and real estate teams at Shoosmiths Manchester have advised Lancashire-based James Hall and Company Limited on the purchase of North East Convenience Stores Limited.

The deal saw James Hall and Company Limited purchase the entire issued share capital of North East Convenience Stores Limited, which operates 30 shops under the Nisa and Bargain Booze fascias from its head office in is Blyth, Northumberland.

Preston-based James Hall and Company Limited is a Lancashire-based family business which was founded in Southport in 1863. Currently one of the county's largest employers with more than 800 staff, the firm is a wholesaler and distributor for SPAR, serving over 600 stores in the North of England.

Shoosmiths advised on the entirety of the deal, supporting on all corporate and real estate aspects of the transaction. The corporate team was led by Karen Procter, partner who was assisted by Damien Brown, senior associate and James Skivington, solicitor. Real estate advice was led by Andrew Pattinson, with support from Garry King, senior associate, Helen Poulter, solicitor and Neil Bradley, associate.

Commenting on the deal, Shoosmiths' Karen Procter said, 'We are very happy to have been able to support James Hall and Company Limited, a long-standing client, in securing this strategic purchase that will significantly enhance its presence in the North East and support its growth strategy. We wish the team continued success as they move into this latest phase of expansion.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

National law firm Shoosmiths has won three awards at the 2016 Law Awards of Scotland including Property Firm of the Year and Debt Recovery Firm of the Year.

The leading legal awards in Scotland, the awards recognise the finest legal talent and achievements across the country.

Shoosmiths' property team, headed in Edinburgh by partner Stephen Dougherty, picked up the first award win for Property Firm of the Year in recognition of its continued involvement in major commercial and residential development real estate projects. The team have helped clients such as Bellway and Balfour Beatty deliver much need housing developments across Scotland as well as advising Martson's on its first 'Foundry Project' bar in Edinburgh.

Shoosmiths' second award win of the night was for Debt Recovery Firm of the Year. Following a strong year for Shoosmiths' recoveries services practice, headed in Scotland by partner Rod Macphail, this award recognises the depth of knowledge and expertise of the debt recovery team. Having gained tier 1 ranking in every region, including Edinburgh, in the latest Legal 500 results; Shoosmiths is well on its way to being the leading debt recovery firm in the UK.

The third and final award of the evening went to Shoosmiths' corporate associate Jen Paton for Up & Coming Lawyer. Jen has had significant involvement in numerous corporate deals including advising international hotelier Leonardo Hotels Europe on the acquisition of Morrison Street Hotel Limited in Edinburgh and advising on international deals, such as Maximum Games' acquisition of Avanquest Software Publishing Limited.

Janette Speed, partner and head of the Edinburgh office, said: 'We are thrilled to be recognised so significantly at this prestigious awards event.

'Our real estate and debt recovery teams have experienced excellent growth in market share and Shoosmiths is increasingly establishing itself as one of the leaders in the Scottish legal market.

'Our corporate team delivers significant high value deals across Scotland and continue to invest in the development of lawyers within our teams, shown in Jen being named as the Up & Coming Lawyer for 2016. Shoosmiths Edinburgh will continue to build upon this success.'