Welcome to nmelaw –
a unique practice built
on proven excellence
WHO WE ARE
The world of corporate law has changed – and the ‘big-firm’ model no longer suits every client.
nmelaw has been created to answer this need. A new kind of legal practice – a specialist corporate boutique founded on proven excellence and genuine commercial value – designed specifically for the UK’s most successful, discerning business leaders.
A small, highly experienced, totally focused team who act for the biggest names in challenging, rapidly evolving industries. And an economic model that’s firmly in tune with the times.
We’ve used nmelaw to advise us on many acquisitions. Their advice has consistently been extremely first-rate, both from a legal and a commercial point of view. Our counterparts often compliment us on our legal team.
The Brandtech Group
A small, highly experienced, totally focused team
THE NMELAW TEAM
Director & Founder
Nigel has been a corporate lawyer for his entire career. He has more than 30 years' experience of corporate and commercial transactions - notably in the marketing communications sector - and represents some of the biggest and best-known names in the industry.
After graduating from the University of Manchester and completing his legal studies at the College of Law, Lancaster Gate, he qualified as a solicitor at Berwin Leighton (now Bryan Cave Leighton Paisner) in 1991. In 1996, Nigel joined Lewis Silkin LLP, where he progressed rapidly from Senior Associate to Senior Partner. He founded NM Edwards and Co in 2011, which expanded to become nmelaw in 2015.
Nigel is a corporate transactional specialist. He is regularly retained by owner-managed businesses, domestic and multinational companies and sophisticated private investors to represent them on acquisitions, disposals and investment transactions as well as on demergers and complex corporate reorganisations.
His formidable reputation is built on a sophisticated approach to accounting and tax issues, and the ability to work seamlessly with other advisers to structure transactions successfully from inception to completion.
As Senior Director at nmelaw he navigates the full range of corporate matters on behalf of our clients, offering industry-leading insight and drawing on decades of expertise.
Senior Consulting Associate
A corporate lawyer with over 15 years' experience, Sam began her career in the private equity team at Norton Rose, advising on a wide range of corporate transactions including cross-border M&A, joint ventures, private equity and venture capital investments.
In August 2012, she took on the role of General Counsel at Kew Capital LLP, a private investment advisor which manages a substantial global portfolio across a diverse sector base. In this role, Sam had responsibility for all legal matters relating to investments and portfolio management.
Sam joined nmelaw as a Senior Associate in August 2014 with a wide-ranging brief that takes her into all areas of corporate practice.
Sam is both an accredited mediator and - as a graduate in Modern Languages from Cambridge University - an accomplished linguist, speaking fluent French and Spanish. She is also a practising psychotherapist.
Susie began her legal career at Harbottle & Lewis, qualifying as a solicitor in 2002, before joining Osborne Clarke in 2004. She developed a highly successful specialism in marketing services, and took up an in-house role with Publicis Groupe in 2006, serving as the company's Head of UK Legal.
In 2010, she moved to Engine Group - establishing the first full-service legal department at this rapidly-growing network. Since late 2012, she has worked on a consultancy basis with nmelaw.
Susie specialises in commercial, contractual and operational matters for marketing services and media companies. These include agency/client contracts, artist, celebrity, content & commissioning agreements & releases, concept/copy clearances, data protection & privacy, music licensing, production agreements, competitions & sales promotions, and branding.
In addition, Susie provides advice on the operational aspects of business reorganisation, carries out legal and commercial due diligence, and conducts detailed contract audits on behalf of nmelaw clients.
Expertise that makes the difference. Partnership that stands the test of time
WHAT WE DO
Offering big-firm capability in a boutique setting, nmelaw‘s corporate lawyers are able to draw on decades of experience within the UK’s top 20 firms to work intelligently and energetically on behalf of clients in a wide variety of business sectors – notably marketing services, media & entertainment, property, and finance. We have built a formidable reputation thanks to the quality and longevity of our client relationships – and the long-term value we are able to bring to their businesses.
An economic model that makes real sense
At the core of nmelaw‘s proposition is the understanding that legal services should deliver both short-term and long-term value. Our pricing structure is designed to be both competitive and flexible, offering significant advantages over larger, more traditional firms. Meanwhile, the quality of senior counsel we are able to provide is an invaluable strategic resource for every client with an eye on the future.
We carry out a broad range of company and commercial assignments, including:
Acquisitions & disposals
We deal with all forms of private company acquisition, including share sales and business sales, acting for both corporates and individuals. We have particular expertise in the sale and purchase of people-based businesses, where earnouts and non-cash forms of deferred consideration are common. We also deal with more complex arrangements involving partial or gradual transfers of control.
We advise on and negotiate a range of agreements for the supply of goods and services including client/agency agreements, software and other IP licences, web development agreements, distribution agreements, agency and franchising agreements, know-how and confidentiality agreements. Through our specialist media consultant we can also advise on a wide range of TV and film production contracts including production agreements, new media agreements, streaming agreements, ancillary rights agreements, talent agreements and joint venture agreements.
Company formation and company secretarial services
We can assist with the formation and ongoing management of all types of companies and business entities including public and private companies, partnerships and LLPs. We can also advise you in relation to your proposed trading and brand names, including a full trade mark clearance service, prosecution of worldwide trade mark applications through to registration and advice in relation to patents, copyright and designs. Using industry-leading software and a direct link to the Companies House database, our dedicated company secretarial unit offers a full range of company secretarial services. Let us take care of all your secretarial and compliance work, so that you can get on with running your business.
Corporate & commercial advisory
We advise on all aspects of company formation, administration and constitution, and on matters of general company law and governance. We also advise on commercial law issues, for example around advertising and marketing, electronic commerce, data protection and privacy. We advise on standard terms and conditions, including terms of sale, data protection and privacy policies and website terms and conditions.
Demergers & reorganisations
We work with clients and their tax advisers on corporate reorganisations, schemes of arrangement and demergers.
We act for promoters, investors and investee companies on a range of investment transactions, including enterprise investment schemes (EIS), seed enterprise investment schemes (SEIS) and collective investment schemes. We also advise on the regulatory aspects of investment transactions and financial promotions.
Joint Ventures & Partnerships
We set up all forms of joint venture, including those involving contractual arrangements, joint venture companies, LLPs, limited partnerships and partnerships.
Lending & security
We act on bank loans and facilities, private lending arrangements as well as on the issue of debentures, bonds, loan notes and convertible securities. We also deal with security arrangements including guarantees and debentures.
Management Buy-outs / Buy-ins
We advise sellers, independent board committees, management teams and investors on MBO and MBI transactions, including those conducted by way of auction.
We advise individual and corporate shareholders on all matters affecting their investments, including shareholder exits, capital reductions and share buybacks, shareholders agreements, shareholder protection and cross-option arrangements.
We set-up and advise on a range of share incentive schemes, including enterprise management incentive (EMI) schemes, employee benefit trusts, phantom equity schemes, Share Incentive Plans and cash-based schemes.
nmelaw are an extremely competent firm. Complex matters are simply explained and their negotiation skills certainly help to smooth the acquisition process.
Havas Health & You
Connectivity when it counts
WHO WE WORK WITH
Our client network includes global and national names in a wide range of industries and sectors, and we regularly advise on eight- or nine-figure transactions, meaning that we maintain considerable firepower in-house.
And while our team is adept at structuring the vast majority of transactions, where additional consultancy is required, we also have access to the very best. Our partner network includes nationally acknowledged specialists in all key disciplines – including property, employment, litigation, IP/IT and taxation.
Recent activity includes:
Hedge fund investment
We acted for a hedge fund in connection with the investment by a large European investment fund into its managed funds and the simultaneous acquisition of limited partnership interests.
Acquisition of digital marketing platform
We acted for a French digital advertising platform on its acquisition of a UK-based media, events and data management business
We acted for a large privately-owned property investment group on a complex refinancing of its preference share and debt arrangements, including the creation of an innovative third party security structure to secure the rights of preference share holders.
Sale of interests in magazine publishing company
We acted for the shareholders of a household-name publishing company on the sale of shares in the company and grant of options to incoming investors.
Private Equity Investment
We acted for a European venture capital firm on its investment into a UK workplace technology company
Repurchase of digital marketing agency
We acted for the shareholders of a well-known Soho-based digital agency on its repurchase from a listed marketing services group in conjunction with the takeover of that group by way of scheme of arrangement
Centaur Fund Services - Growth Equity Investment
We acted for Centaur Fund Services, a leader in fund administration and regulatory services for the alternative investment fund industry, on a significant growth equity investment from FTV Capital, a sector-focused growth equity investment firm.
Sale of award winning production company
We acted for the shareholders of a well-known TV commercial production company on the sale of a majority stake to a global production studio with offices across the UK, US and Europe.
Acting for multinational group on aquisition of leading smallwares supplier
We acted for Groupe ECF, Europe’s leading distributor of smallwares to the catering and hospitality industries, on its acquisition of a significant shareholding in G&G Goodfellows, one of the UK’s premier smallware suppliers. Headquartered in Paris, France, Groupe ECF has operations across the globe, including Europe, the Middle East, Latin America and the Asia Pacific region. Its latest acquisition marks a significant strengthening of its presence in the UK.
Acquisition of leading marketing agency group
We acted for You & Mr Jones, the global brandtech group, on its acquisition of a majority stake in Inside Ideas Group Ltd (parent company of Oliver Marketing).
Demerger and reorganisation
We acted for a large engineering group in relation to a major corporate reorganisation which spanned several months and involved a share exchange, business transfer, capital reduction and demerger.
Acquisition of branded content business
We acted for the world’s leading brand technology group on the acquisition of a controlling stake in an award-winning marketing & content business.
Acquisition of healthcare communications consultancy
We acted for a multinational marketing services group on the acquisition of a controlling stake in an independent healthcare communications consultancy.
Sale of digital marketing agency
We acted for the sellers of a leading independent digital marketing consultancy on the staged disposal of the entire share capital of the company to a multinational marketing network.
Acquisition of mobile marketing agency
We acted for a global brand technology group on its acquisition of a majority stake in a London-based mobile marketing agency, with option arrangements in place to acquire the remaining shares in future. The consideration comprised a mixture of upfront and deferred elements.
Acquisition of healthcare communications agency
We acted for a multinational marketing services group on its acquisition of a Londonbased healthcare communications agency. The transaction involved the acquisition of 100 per cent of the share capital of the target company on an earnout basis, with the earnout to be satisfied by a mixture of cash and loan notes.
Investment in hedge fund services group
We acted for the shareholders of a leading European hedge fund services group on the introduction of a global fund management and investment group as a new investor and business partner. This transaction included various unusual features and demonstrated our ability to successfully complete complex and high value projects working alongside leading City firms.
Acquisition of creative marketing agency
We acted for a leading UK integrated marketing communications group on its acquisition of a majority stake in a London-based creative agency, with option arrangements in place to acquire the remaining shares in future. The consideration comprised a mixture of upfront and deferred elements, with the deferred elements to be satisfied by a mixture of cash and shares.
Equity fundraising and convertible loan
We acted for a fast-growing technology company on a second round fundraising by way of EIS investment.
Sale of private school
We acted for the owners of a London-based private primary school on their sale of the business and assets of the school to a private equity-owned education group.
Majority acquisition in film and content sourcing business
We acted for an innovative and high-profile new advertising technology group in acquiring a majority stake in a UK film and content sourcing business. This transaction demonstrated our ability to successfully complete large and complex transactions, involving more than 80 selling shareholders and a target group with multinational operations, multiple share and option classes, and a large number of differing exit options.
SEIS/EIS fundraising for restaurants group
We acted for a restaurant group on an equity fundraising involving a mix of SEIS, EIS and non tax-qualifying elements and multiple closings.
Acquisition of consumer PR business
We acted for a UK communications agency on its acquisition of 100 per cent of the share capital of a consumer PR business.
We have worked with a number of larger corporate legal practices over the years but in my opinion none have offered the quality of service that nmelaw have provided to us.
The latest from nmelaw
NEWS & INSIGHT
The law never stands still. Staying on top of legislative and regulatory changes is essential if we’re to work most effectively for our clients. Below is a selection of nmelaw‘s perspectives on significant topics of current interest. Should you identify an area of specific concern, we are always happy to offer a more personalised exploration of how the issues might affect you
nmelaw acts for You & Mr Jones in Oliver acquisition
nmelaw acted for You & Mr Jones, the global brandtech group, on its acquisition of a majority stake in Inside Ideas Group Ltd (parent company of Oliver Marketing) announced on 10 January 2019. With 1,500+ staff operating in 36 countries across the world, Oliver Marketing is a pioneer and global market leader in building in-house capabilities for brands. The transaction attracted significant interest across UK and global business and trade media.
You & Mr Jones, the world’s largest marketing technology platform, has now completed 39 deals since its launch in 2015, and nmelaw has represented the company on all of its UK acquisitions to date, including Mofilm, Mobkoi and Gravity Road. Headquartered in New York and with offices in 14 cities including San Francisco, Los Angeles, London, Paris, Shanghai, Sydney, Tokyo, Hong Kong and Sao Paulo, You & Mr Jones is a global leader at providing technology-driven solutions for the brands of today and tomorrow.
We are very proud to have represented You & Mr Jones on this landmark purchase, demonstrating once again our ability to successfully handle the largest and most complex transactions in the sector.
Company beneficial owners to be made public
Just over a year since the Government announced its determination to require all UK companies to publicise details of their ultimate beneficial owners, new rules are close to being introduced.
The Small Business, Enterprise and Employment Bill had its second reading in the House of Lords on 2 December. It is expected to receive Royal Assent in March, and to be implemented in phases over the next 12 months or so.
It makes some important changes to UK company law, most notably the new requirement for companies to identify and disclose those individuals who exercise “significant control” over them.
The thinking is that increasing the transparency of who really owns and controls UK companies will help to deter crime, raise standards of corporate behaviour and improve confidence for everyone who deals with UK companies – ultimately making the UK a better place to do business.
This note explains how the new beneficial owner rules will work, and also contains a summary of some other company law changes that are contained in the Bill.
A new register of people with significant control
From January 2016 all unlisted UK companies will need to create and maintain a new register, known as the register of “People with Significant Control”, or PSC register.
The concept of PSCs is new, but the way a PSC is defined is not new. It is based on the existing “beneficial owner” concept in the anti-money laundering legislation, so will be familiar to all those operating in regulated sectors such as banks, solicitors and accountants, who are already required to gather this information on their clients.
A new Schedule 1A will be inserted into the Companies Act 2006 to determine who is a PSC in relation to a company. A PSC will be any individual who:
holds, directly or indirectly, more than 25% of a company’s shares or voting rights; or
holds, directly or indirectly, the right to appoint or remove a majority of its board of directors; or
has the right to exercise, or actually exercises, significant influence or control over the company.
UK companies' beneficial owners to be unmasked
On 31 October the Government announced that details of who really owns and controls UK companies are to be made public. This will be a major departure for UK companies, which for years have had to make public the legal (ie registered) owners of their shares but not their ultimate beneficial owners.
For many companies the legal and the beneficial owners are one and the same, and so the new rules will make little difference. However, for those who prefer for legitimate reasons to keep their financial interests private, the new rules may cause some concern.
This development was first trailed at the G8 summit in June, when the Government unveiled its latest action plan in the international effort to combat tax evasion, money laundering and terrorist financing. They said they would be requiring companies to obtain and hold information on their beneficial ownership and make this available to law enforcement and tax authorities through a new central registry maintained by the Registrar of Companies.
They said they would implement the reforms in parallel with the draft 4th EU Money Laundering Directive, which is being negotiated by member states and looks set to come into force some time next year. However the Directive says nothing about making such information public.
The Government has not yet decided how beneficial ownership will be defined but in the July consultation paper which followed the G8 summit announcement the Government indicated that it is minded to follow the approach taken in the draft Money Laundering Directive, which is likely to count as a beneficial owner any individual who ultimately owns or controls (whether directly or indirectly) more than 25% of the shares or voting rights of a company or who otherwise exercises control over the way the company is run. It will catch ownership through chains of companies as well as interests held through trusts.
This appears to mean a company could have up to three beneficial owners. It could also have none, if no one individual or connected group owns or controls more than 25% of the shares.
New rules are also likely to be introduced to abolish bearer shares and impose a ban on corporate or “nominee” directors of companies.
The July discussion paper raised a number of key questions, and BIS plans to publish a formal response to it early in the new year, including details of what beneficial ownership information will be held by companies and Companies House and the process for gathering and updating that information. The current thinking is to model the process on the annual return regime, and at the same time to introduce other changes to simplify the filing requirements (such as combining the annual return with the annual accounts). Where people’s safety might be put at risk there are likely to be exemptions from disclosure, similar to the current system for directors of companies in sensitive sectors.
In the meantime, based on the Government’s announcement last week, it looks like the register will now be made public. It may well be extended to LLPs as well. The new rules are unlikely to extend to listed companies, where there is already a stringent disclosure regime under the Disclosure and Transparency Rules.
The new rules will not apply to overseas companies which operate in the UK. As a result, the use of overseas companies to conduct business in the UK is, in our view, likely to increase, notwithstanding the Government’s efforts to push for coordinated action at EU and global level.
Critics, including the Law Society, have denounced the move as a serious invasion of privacy. Others have expressed concern that the new rules will make the UK a less attractive place to do business.
Regardless of the rights or wrongs, companies, LLPs and their owners and members will need to be aware of the new rules and plan accordingly.
 Transparency & Trust: Enhancing the Transparency of UK Company Ownership and Increasing Trust in UK Business.
Upcoming Company Law Developments
With effect from 30 April new regulations are expected to come into force to make the following changes:
Private and unquoted companies can now hold treasury shares
Up until now only quoted PLCs were allowed to hold their own shares in treasury. This is the process whereby a company buys back its own shares but, rather than cancelling them, continues to hold them in its own name with a view to recycling them in the future. Treasury shares are ineligible for dividends and have their voting rights suspended.
Allowing private companies to hold their shares in treasury will provide more flexibility in managing share schemes (including the shares for rights scheme) and in many cases will mean there is no longer a need to put in place an employee benefit trust to provide a warehouse for shares, with all the costs and trustee fees that involves.
There are other advantages too. When a share is bought back out of distributable profits and cancelled, the profits are gone forever. When a share is bought back into treasury, the initial P&L treatment is the same, but the distributable profits originally used up by the acquisition can be restored when the shares are sold back out of treasury. (Contrast a sale of treasury shares with an issue of new shares, where the issue price goes into capital rather than P&L).
For companies with a reasonably large number of employees participating in a share scheme, this should provide cost savings, accounting advantages and administrative convenience.
Companies to be able to pay for share buybacks in instalments
Currently a company buying back its own shares has to pay the full price on completion of the purchase. From 30 April, when shares are bought back in connection with an employee share scheme, that restriction will be disapplied, enabling companies to pay for shares by instalments.
This might allow for companies to make payment of instalments to a former employee conditional on the former employee not breaching a non-compete restriction for example.
Small buybacks no longer have to be out of distributable profits
Currently a company buying back its own shares generally has to do so either out of distributable profits or the proceeds of a fresh issue of shares made for the purpose.
From 30 April, if authorised by its articles, a private company will be able to buy back shares for cash not exceeding £15,000 in any financial year (or 5% of its share capital if less) without having to have distributable profits available.
The Government also plans to change the rule whereby a share buyback has to be approved by a special resolution. From 30 April, an ordinary resolution will be sufficient to authorise a buyback contract.
Companies will also be able to “pre-authorise” multiple buybacks by a single resolution.
Finally, companies will be able to buy back shares much more easily out of capital (if authorised by a solvency statement) in connection with employee share schemes.
These changes may not lead to an explosion of employee ownership , but they are helpful and show the Government is focussed on removing the obstacles to the adoption of share schemes wherever possible.
Shares for Rights scheme
Numerous company law changes coming into force later this month to facilitate employee share ownership.
On Monday the House of Lords threw out the Government’s proposed new “shares for rights” scheme for a second time.
Despite this latest predictable setback, and the continuing opposition to the scheme amongst parts of the business community, the Government is determined to press ahead with it and has in the past 24 hours tabled further concessions to protect employees who sign up to the scheme. The House of Commons has approved these latest amendments and the scheme will now go back to the Lords for approval.
So it is looking very likely that the employee and the worker will soon be joined in the statute book by a new recruit, the “employee shareholder”. The Government currently plans for the new status to come into effect from 1 September this year.
So what does the scheme look like now, and what has changed?
To recap, the scheme is designed to encourage a greater sense of entrepreneurialism and ownership amongst employees, especially those in smaller, high-growth, companies that the Government considers essential to economic recovery. The scheme is however open to all companies.
The essence of the scheme is that employees will contract out of certain employment rights, including unfair dismissal, redundancy, flexible working and time off for training, in return for shares in their employer with a value of not less than £2,000. Up to a value of £50,000 when issued, scheme shares will be exempt from capital gains tax on sale.
A key development since the scheme was first announced in October is that, up to a £2,000 limit, the shares can be given tax-free. If shares are given with a market value in excess of £2,000, the excess will be treated as taxable earnings and subject to income tax (and possibly NICs) in the usual way.
The latest tax concession is likely to make the scheme far more attractive to employers, although a number of key difficulties remain with the scheme, principally:
· The cost and complexity of the scheme (especially the need for regular valuations) could be off-putting to small businesses.
· Whether employers will want to be seen to be seeking to remove fundamental rights from their staff.
· Whether employees will be willing to forego their valuable employment rights for a modest allocation of shares with no ready market which may go down in value as well as up.
But the scheme could yet prove attractive to SMEs looking to give away equity tax efficiently, perhaps to senior management for whom the statutory employment rights are less important than their contractual rights. For these individuals the capital gains tax advantages could make the scheme attractive. (Note that there will be a material interest test, so people with a 25% or more interest in their employer will be ineligible for the capital gains tax exemptions).
The scheme has also been made more attractive by a number of company law amendments in the pipeline, all of which have been designed to encourage employee share ownership generally. These are summarised in our ‘Upcoming Company Law Developments’ post below.
nmelaw swiftly got to grips with an unusual and complex transaction structure and helped resolve the many issues that arose quickly, intelligently and favourably. They combined an in-depth knowledge of the law and market practice with sharp commercial insight.
Centaur Fund Services
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+44 (0) 20 8341 7443
Alternatively, please email our team direct (addresses above).
I deal with a number of legal firms, of all sizes – and the best commercial practice I’ve come across is nmelaw.
Carter Backer Winter
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