The professional services sector is changing and the pace of this is set to continue. Increased competition, margin pressure as a result of reduced fees, innovation in technology and regulatory changes are challenging the typical business models requiring firms to evolve in order to future-proof the shape and operation of their businesses. These pressures have led to significant consolidation in the professional services sector. For example, a third of the top 75 accountancy firms reporting that they had merged or acquired firms during 2016/2017, as well as a recent trend which has seen professional services firms, including law firms, publicly listing on the AIM market of the London Stock Exchange. Early signs show that this trend is set to continue.
Our employee ownership practice is market-leading and, as the government's Independent Adviser on Employee Ownership, our partner Graeme Nuttall has set the agenda for promoting employee ownership in the UK. The "Nuttall Review of Employee Ownership" sets out a vision for UK businesses where, as the Deputy Prime Minister at the time put it, "a big chunk of the company belongs to a significant number of staff".
Our specialists draw upon expertise from around the firm to deliver a bespoke service based on a wealth and depth of experience and a thorough understanding of the commercial priorities and practical requirements of our professional services clients. This often involves advising on mergers and acquisitions, regulatory matters, handling issues between partners or members including profit sharing arrangements and establishing decision making processes. We handle these matters sensitively and confidentially.
Mergers and acquisitions in the professional services sector are very different transactions to other M & A deals. Generally all the owners are key workers in the business and significant amounts (if not all) of the goodwill can reside in the individuals rather than the business. This will inevitably give rise to additional considerations which both the buyer and the sellers must address. Our significant experience of transacting in these sectors means that we can help our clients navigate their way through these difficult issues.
We live in an increasingly regulated world and professional services businesses are no exception. We are specialists in regulatory law and advise our professional services clients on all matters impacting on their business.
We regularly advise a range of professions including, but not limited to, accountants, architects, engineers, lawyers and surveyors, on:
- Mergers, acquisitions and disposals.
- Employee ownership structuring and buy-outs of professional services firms.
- LLP structuring, partnership formation, conversion to a limited liability partnership, members' and partnership agreements.
- Partner and senior employee terminations and exits.
- Partnership disputes and the enforcement of restrictive covenants.
- Regulatory breaches.
- Distressed transactions, business restructurings, administrations and voluntary arrangements in the professional services arena.
As a law firm that itself has grown through strategic mergers and organic growth, we are well placed to advise on all matters relating to professional services firms.
Examples of our recent experience include:
- Acting for Metamorph Law Limited (a licenced alternative business structure and consolidator of high street legal practices) on numerous acquisitions and disposals, including the acquisition of the entire issued share capital of T J Legal Services Limited and BPL Solicitors Limited.
- Advice to Greenberg Traurig on its acquisition of Olswang's Berlin office.
- Advising Cantor Fitzgerald Europe, in its capacity as nominated adviser and broker, for Gateley (Holdings) Plc in relation to its IPO on AIM.
- Acting for the partners of Bentley Jennison on the £76m sale to Tenon Group plc.
- Advising Cambridge Design Partnership on its successful transition into a fully employee-owned company.
- Acting for Allford Hall Monaghan Morris Limited on its move to majority ownership by an employee ownership trust.
- Advising Metamorph Group Ltd on its internal structuring arrangements and subsequent rights issue.
- Advising the continuing members of a law firm on the departure of an LLP member, and assisting in the resolution of a partnership dispute.
- Acting for the Royal Institute of Chartered Surveyors and the Solicitors Regulation Authority in respect of regulatory matters.
- Sales of Capitus Limited (a niche tax practice) and Hamer Associates (a surveying practice) to publically listed law firm Gateley (Holdings) Plc.
- Advising Panmure Gordon, on the IPO of Keystone Law Group plc.