Entrepreneurship is vital to the Scottish economy and we're proud to support Entrepreneurial Scotland and to work with many of Scotland's leading Entrepreneurs.
The process of getting a business off the ground is exciting, but it is also full of pitfalls especially for those who have not been through the process before. Our lawyers work closely with our clients to help to identify and mitigate risk. We apply our years of being around successful entrepreneurs in delivering legal advice for Entrepreneurs in a manner that is clear and concise, as well as tailored to each client’s individual needs. Needless to say, our advice always has an eye to the overriding commercial position.
A Very Entrepreneurial Law Firm
Turcan Connell itself is an very entrepreneurial business. It is often mistaken as one of the longest established law firms in Scotland, but in fact was established in 1997. It is also a success story in Scottish scale-ups, having scaled from a staff of 30 at the outset, to a staff of 300 prior to the divestment of our interests in one of our subsidiaries. We have grown and divested two businesses along the way, and opened and maintain offices in Glasgow and London beyond our HQ in Edinburgh.
A very substantial part of our client base is the Scottish entrepreneurial community and we have had the pleasure of working alongside many leading business people. Our business has grown and adapted alongside our client base so that we can provide a full range of services to entrepreneurs and their business interests across their lifetime. Our strength in private client work is our USP in the Scottish marketplace and we combine that with a growing business law team staffed by experienced corporate lawyers.
Our Legal Services for Enterepreneurs
We continue to be a corporate partner of Entrepreneurial Scotland, working alongside this excellent organisation on a range of workshops, seminars and other events seeking to build networks for the Entrepreneurial community and to share our experience and facilitate the sharing of experience amongst peers.
Our range of legal services for entrepreneurs and their businesses includes:
- Trade sales
- Management Buyouts (MBOs)
- Vendor Inititated Management Buyouts (VIMBOs)
- Partial Exits
- Employee Buyouts (EBOs)
- AIM Listings
One of our core areas of legal advice is helping entrepreneurs and family business owners in evaluating the options available to them for the succession to their business. The process is complex with many aspects including tax considerations, funding, the skills set internally of the people in the business, whether a family member can take over, the possibility of an employee buyout, customer relationships and timescales.
Our lawyers have in-depth understanding of the process and have implemented the full range of possible outcomes which include:
- Effecting the departure of one or more of a group of shareholders through a share buyback or capital reduction.
- Partial Exit involving bringing in external equity ahead of a full exit by the enlarged shareholder base.
- Demerging a business through a capital reduction demerger to allow a retiring generation to exit the business with a group of business assets, leaving the trading business behind with the next generation.
- An Employee Buy Out (EBO). The outcome here can involve direct ownership or indirect ownership by the employees through an employee ownership trust and there are potentially significant tax savings for the departing shareholder in the utilisation of an employee ownership trust. Our team were involved in effecting the EBO of West Highland Free Press in Skye in the late 2000s.
- A management buyout (MBO)/Vendor Initiated Management Buy Out (VIMBO). Our team implements a significant number of management buyouts every year and are fully conversant with the legal and tax issues as well as the wider skills and issues required to manage the transition process.
- Dynastic Succession. Choosing a family member to succeed to the ownership of the business can be fraught with difficulty even before the implementation of the process from a legal and tax perspective. Because of the high concentration of family business clients we have and have advised over a significant period, we are very familiar with the processes and issues.
- Trade sale. The number of entrepreneurial and family owned businesses making it to the second or third generation is not terribly high in proportionate terms and this results in a number of sales to competitors or financial buyers. Our business law (corporate) team is very experienced in this area of work and it does require not only the technical legal and financial skills and but a complex array of soft skills to carry a transaction across the line.
How We’ve Helped Entrepreneurs
Some examples of how our solicitors have helped Entrepreneurs:
Business Structuring Advice
We advised an entrepreneur on the optimisation of his group of businesses to achieve both commercial protection from the risk of a particular business line failing, while optimising the business for Entrepreneurs Relief in the event of a sale of some elements of the business. The advice involved working out the key strategic imperatives, formulating a tax plan, obtaining tax clearance and implementing the restructure of the group.
We advised an entrepreneur on the most appropriate and cost effective forms of protection for his new brand.
Breaches of Restrictive Covenants (Non–Competes)
We provided detailed advice to an entrepreneur on the allegation against him of breaches of restrictive covenants in a Share Sale Agreement.
Tax structuring and trusts following an Exit
Bad Leaver/Drag Along
We advised a high-profile former CEO of a substantial business on the unlawful termination of his service contract and consequent invoking by his former employer of Bad Leaver provisions in the shareholder agreement. We negotiated a very full settlement for our client which ran into eight figures.
Tech Company Disposal
We advised a tech entrepreneur on the disposal of his music related tech business to a Silicon Valley tech giant. The transaction structure was complicated and the level of detail around the technical IP warranties was enormous. We successfully completed the transaction which ran into eight figures plus US issued Restricted Stock Options. Following the disposal, our private client teams provided detailed tax advice, IHT advice and implementation and a range of additional services including philanthropic advice.
We advised an entrepreneur on the range of exit options coupled with growth capital for the business which resulted in the receipt of institutional money providing growth capital for the business and a partial exit via share sale for our client.
We advised an ultra-high-net-worth (UHNW) individual on the optimal way in which to establish and manage a grant-giving fund and we assisted with the administration of the fund as well as the tax compliance services for it.
Divorce and Family Law Advice
We advised a wealthy entrepreneur on his contested divorce settlement and associated family law advice. Our client’s assets included several complex business interests as well as properties overseas.
We advised a high-net-worth (HNW) entrepreneur on the structuring of his affairs which was recorded through his will. Some of the aspects were complex and involved multiple trusts and a deep understanding of the particular way in which the businesses were to be administered following our clients’ death or incapacity. We subsequently implemented our clients’ wishes following his death.
In-House Counsel Services
We effectively act (via our business law team) as in-house counsel for a substantial entrepreneurial client. We are in frequent contact with our client and act as integrated advisers providing strategic and business advice beyond traditional legal service.