Mergers & Collaboration

Attwells deal with matters around incorporation, setting up new businesses or joint ventures with other people from the care sector and the form of agreement they should be using.

Attwells also acts for a number of social enterprises and Nick Attwell has held the role of Trustee for a charity in the care sector.

Some of our larger care providers are embarking upon an acquisition strategy and Attwells are therefore a key partner in undertaking the legal due diligence of the Target and drafting and negotiating the purchase agreement.

Recent work we have undertaken for our clients has included:

  • Shareholders Agreement and associated private client advice for a company
  • running a care home.
  • Acquisition of a domiciliary care business.
  • Shareholders documentation and Executive Service Agreements for a new care sector venture.
  • Share Acquisition.

On acquisitions, advice is often needed around whether to undertake a share or asset sale, due diligence on the premises, securing the income, review of T&Cs of the Target, TUPE and employee issues and suitable warranty and indemnity protection.

We also do the following additional company work for our care provider clients:

  • Company incorporation.
  • Companies House compliance.
  • Company Books and Board minutes.
  • Finance.
  • Registration of Trademarks.

Why is a Shareholders Agreement Important?

A Shareholders Agreement is the form of document that care providers should have in place if they trade with others through a limited company. If the business with others is a partnership then a partnership agreement will be required.

Either form of agreement is an essential pre-requisite to starting a health or care business with others because as well as providing protection if things go wrong it also encourages a dialogue between the owners about matters that they may not otherwise wish to discuss.

The principal provisions that should be covered are as follows:

  • Expectations of any specific duties to be undertaken by a shareholder.
  • Dividend policy.
  • Exit arrangements.
  • Transfers of shares in the event of death/incapacity and good and bad leaver.
  • Restrictive covenants.
  • Tag along and drag along rights.

The best starting point is to have a frank discussion around being in business together and the type of issues above and then visit a lawyer to draft the agreement. Rarely does an off-the-shelf document meet a client’s needs.

If your business needs support, please contact Nick Attwell on 01473 229242.