Herrington Carmichael LLP

Alex Canham

Working with the Corporate team since 2010, Alex advises clients on a variety of corporate matters including, share sales and purchases, corporate restructurings, company option schemes and shareholders’ agreements. Alex has extensive experience advising clients in the financial services sector. Alex advises clients on a variety of corporate matters including, share sales and purchases, corporate restructurings, company option schemes and shareholders’ agreements. Alex has extensive experience advising clients in the financial services sector. Alex is responsible for the firm’s international offering and is a member of the IR Group. Alex was named member of the year in 2019 by his fellow members in the network. Recent Experience Financial advisory business acquisition for £3,500,000. The sale of an owner-managed IFA practice for £2,750,000. London-based IFA practice on a series of 4 acquisitions, each with a deal value of circa £2,500,000. Advising the sellers of an owner-managed regional IFA on its sale of shares for a mix of cash and equity in the acquirer’s business. The sale of shares of an IFA business to a mid-market acquirer for a mix of cash and equity, with an ongoing role for the seller. The acquisition of an award-winning discretionary fund manager. Acquisition of a financial advisory business for £5,600,000. Supporting a regional wealth management practice with in excess of 10 acquisitions having a combined deal value of more than £35,000,000. Advising multiple business as part of a phase 1 and phase 2 acquisition strategy by a private-equity back consolidator, with each deal in excess of £4,000,000. Advising on the sale of an award-winning discretionary fund manager for a consideration in excess of £18,000,000. UK intellectual property advice for international organisations on the protection of their portfolio. English legal advice on implications of international joint venture and supply contracts. International Projects Advised on the acquisition of a majority stake in an international customs clearance business from a Hong Kong private equity fund looking to enter the UK market. Advising a UK –based company on the sale of its shares to an Australian sportswear retailer in exchange for equity securities, subject to escrow terms. Further advising on the pre-listing proposals.

Alistair McArthur

Alistair is an experienced employment lawyer with particular expertise in advising on and dealing with recruitment practices, terms and conditions of employment, discrimination and harassment, termination of contracts and dismissals, the enforcement of post-termination obligations, transfer of undertakings on acquisition and disposal of businesses, restructuring and redundancies. With a history of acting for banks, financial institutions, manufacturers, retailers as well as companies in the hospitality, logistics and technology sectors, Alistair is accomplished at providing commercial and pragmatic advice to leading blue chip organisations. Alistair is commercially astute, with an aptitude for negotiation. He takes on work with enthusiasm and a desire to succeed in all matters. This is, however, with the care to ensure he understands his client's aims and problems at the outset so that strategies can be developed to obtain the best outcome possible. Alistair is responsible for leading the Employment Department as it continues to provide high quality and effective advice and assistance to both employers and employees alike.

Annari Holmes

Partner & Head of Department

Cesare McArdle

Partner, Commercial & Construction

Charlotte Drury-Woods

Charlotte is Head of the Private Wealth & Inheritance Team. Charlotte regularly acts for clients with complex family and wealth backgrounds in respect of Estate and Trust Administration, Wills, Lasting Powers of Attorneys and Estate Planning. Charlotte also has experience of dealing with Insolvent Estates. Charlotte, a technically able expert, has extensive experience in dealing with all aspects of complex Estate Administration and specialises in advising in connection with the Administration of Contested Estates, an area which requires a specific skill set to be able to deal with the complex issues arising within the administration of an Estate which is, or has been, subject to a claim.

Darren Smith

Partner, Employment Law Darren Smith is a employment law solicitor with a wealth of experience advising businesses and senior executives on Employment Law and HR related issues, focusing on solutions that work for them. In 2015 and 2019 he was named as a “rising star” in the Legal 500 and a “next generation lawyer” in 2017 and 2018. Darren is also an experienced trainer and regular seminar speaker. Darren previously sat as part of the Leisure and Hospitality sector within his last firm and brings lots of experience of working with clients in that industry. He has used those experiences to ensure the right advice is tailored to the culture and needs of clients in the Leisure and Hospitality sector. Clients have previously praised Darren for being “knowledgeable, pragmatic and calm” and that he “provides invaluable support steering them through the complexities of employment legislation” and they “enjoy working” with him.

Liz Hailey

Liz has been Head of the Real Estate Department since June 2023, and specialises in commercial property and residential development work with expertise in Real Estate Finance. She regularly acts for developers and landowners on conditional and unconditional contracts, options, overage and JV agreements. She regularly acts for lenders and borrowers on real estate finance transactions. Liz advises on all aspects of commercial property and also has a wealth of experience in Landlord and Tenant work. Liz is able to offer a commercial and proactive service to facilitate expeditious completions and pragmatic solutions. Liz appreciates the primary aim of any client is simply to get the deal done. For many of her clients, it is not just the technical knowledge and experience that is required but also the ability to work to a tight deadline and speed of response is essential to achieve the right results. Liz ensures that whatever the pressure on a deal, she acts quickly, is highly responsive and co-operates with all parties involved to facilitate positive outcomes often on complex, high risk matters. Liz was named the 'Property Professional of the Year' at the 2022 Surrey Property Awards. Recent Experience Acting for care home provider in £7.5m refinance of care home portfolio Acting on company refinance £11.5m commercial property portfolio Acting for care home provider in acquisition of multiple new homes including £5m+ purchase of existing home and related finance over a portfolio of homes Acting for residential developer in a complex purchase of a development site by way of a conditional contract, variation agreements, SPV share sale and sub-sale including in respect of planning agreements and senior and mezzanine finance requirements Acting on energy sector projects including options and acquisitions to optimise site value for energy investors Acting for self-storage companies on acquisitions, development projects and sales Acting for residential developer on £7.5m land acquisition, title split and development agreement Acting on a purchase of a mixed use site with complex interests including a development management agreement, long lease, development lease, retail lease back and transfer Acting for pension trustees buying and selling commercial property and associated finance

Mark Chapman

Mark is a Partner in our Commercial team. Before returning to Herrington Carmichael in August 2012, Mark worked as legal counsel at Acromas (which at that time owned and operated the AA, Saga and BSM brands) and as EMEIA Legal Counsel at Apple (the creator of the iPhone, iPad, iPod and the Mac). Mark has extensive experience advising on commercial matters, both in house and in private practice, with a focus on cross border and complex commercial projects, particularly in the software, IT, manufacturing, financial services and automotive sectors. Mark is responsible for our regulatory and compliance offering, and advises businesses on financial services matters (particularly in the insurance and wealth management sectors) and on consumer law matters. Recent Experience Commercial Advising infrastructure provider in respect of a c£160 million sub-contract in connection with a public body. Advising services provider in respect of a series of contracts worth c£70 million with a public body. Advising service provider on outsourcing contract with UK bank – contract value c£80 million. Advising leading serviced office provider on c£10 million services contract. Acting for leading consumer electronics manufacturer in drafting and negotiating software as a service agreement to support new product launch. Complexities included simultaneous drafting of consumer software licence and service terms to support the service, managing local law advice across 8 different jurisdictions, and the short timescale to complete the agreement in order to coincide with product launch. Negotiating and advising UK based client on exclusive multi-jurisdiction software re-seller agreement with Israeli software development business. A multi million pound sale of goods agreement between UK component manufacturer and French customer, to include project management of French legal advice and competition law advice. Drafting and negotiation of strategic cross border product manufacturing and supply agreement, to include sourcing and managing local law advice in respect of execution formalities, negotiating inclusion of appropriate ongoing warranty protection and ensuring that complex logistics arrangements were correctly implemented. Financial Services Drafting and advising on FCA AIFM authorisation application. Acting for wealth management business in the negotiation and completion of SAAS agreement in respect of portfolio viewing and management software, including ensuring compliance with FCA handbook outsourcing requirements. Advice to leading wealth management business in respect of outsourcing requirements and novation requirements in respect of discretionary management agreements related to business acquisition. Advice to insurance broker on capital adequacy requirements. Review of pension scheme trust deed and rules for scheme with circa £120 million funds under management, advice on recent legislative changes and drafting deed of variation to update the scheme. Advice on regulated activities, financial promotion rules, prospectus directive requirements and collective investment schemes in relation to £4 million alternative fundraising scheme. Consumer & Regulatory Competition law advice to US based purchaser of EU based target business. Advice to US based SAAS business in respect of English consumer law requirements applicable to suite of contractual documentation. Drafting of consumer software licence and service terms to support product feature, including managing local law advice across 8 different jurisdictions. Advice on pricing claims to be made as part of product advertising campaign, including CAP Code considerations. Advising on product safety matters, the positioning of EU wide product replacement programs and associated reporting obligations, and responding to questions from competent authorities Provision of strategic advice on pan-European consumer law claims filed by 12 consumer authorities acting in concert and drafting and advising upon action plan.

Matt Jenkin

Matt is an experienced employment lawyer who regularly advises employers and senior executives on a broad range of employment law matters. Matt has a particular interest in advising businesses on: protecting their confidential information and commercial connections including the use of post-termination restrictions/restrictive covenants; reorganisations and redundancy; and TUPE (transfer of undertakings) on business transfers and change in service providers and outsourcing. Recent Experience Post-termination Restrictions Advising new employer in successfully defending a claim in relation to a team move of 42 employees Successfully enforcing post-termination restrictions against a former employee including obtaining a significant settlement payment Advising senior executives on the extent of their post-termination restrictions and advising on strategy that allowed them to set up a competing business Sat on the Employers Lawyers Association working party looking at The Government’s proposed reform of post-termination restrictions Reorganisations Advising international publisher on large scale redundancy plan including collective consultation Advising European business on closure of its UK sites including designing consultation process Advising employer on employment contract variation programme including complying with collective consultation obligations TUPE Advising UK subsidiary of US business on TUPE obligations on acquisition of UK business Defending multi-action claim brought against employer by large number of employees claiming TUPE applied on termination of contract Drafting complex TUPE provisions dealing with transfer in, management and exit of employee on a complex and high value outsourcing agreement in the energy sector.

Matthew Lea

Partner, Corporate

Rachel Duncan

Rachel is a Partner in the Real Estate Group and has over 20 years’ experience in all aspects of high value commercial property work – in particular corporate-support property work, the acquisition, letting and disposal of investment properties and all landlord and tenant matters. She also has experience at dealing with complex Option Agreements, easements and other property development matters. Joining Herrington Carmichael in September 2021, Rachel has previously acted for a wide range of national and international companies in many sectors (with a particular emphasis on tech clients) dealing with all types of commercial property from huge pre-let industrial warehouses (she acted on the largest industrial letting in the UK of 2019) to offices and retail. She is experienced in advising foreign businesses setting up in the UK and has been particularly successful in helping clients that have historically used City-based law firms achieve better value for money. Rachel works closely with surveyors and in-house legal and property teams in managing portfolios of properties for large corporate clients. Her experience is wide-ranging with many of her clients requiring active management of their extensive portfolios, often to tight deadlines. She is equally happy to advise either landlords or tenants on individual bespoke lettings for smaller companies and individuals. Rachel also acts on Collective Enfranchisement matters, Corporate-support deals, secured lending transactions, insolvency and administration property issues and any similar related property matters. Experience Heading up a team of lawyers working on a new pre-let Agreement for a major US retail company taking over 1.1 million square feet (with annual rent of over £7million pa for 15 year term) Completion of the sale of a portfolio of freehold titles at value of £4.5 million for a well-known distribution company, with leasebacks of those properties – working to a tight deadline Acting for a group of 112 tenant flat-owners within a development in Whitechapel, London, in their Right to Buy (pursuant to the Landlord and Tenant Act 1987), assisting them in successfully purchasing the freehold and the granting of subsequent 999 year lease extensions. A lengthy and complex transaction made more difficult by development leases which the Landlord had put in place prior to the sale of the freehold.

Stephen Baker

Stephen is the Head of Dispute Resolution. He has a wealth of experience dealing with complex commercial disputes in the High court and in particular the Business and Property Courts. He acts for a variety of UK and international companies as well as high net worth individuals with cases encompassing areas such as technology sector disputes, product liability claims, intellectual property, breach of trust, corporate and shareholder disputes and injunctive relief. Stephen’s approach is to gain an understanding of the client’s business and the underlying issues facing the products or services involved in the dispute and the client’s key drivers as this is equally as important as the legal issues in play. Stephen is a member of the Society for Computers and Law and is a CEDR qualified mediator. Experience Acting for financial services company in litigation with a former director in respect of the compulsory transfer of the director’s shares, a claim for a share option and allegations of breach of contract arising from the director’s dismissal. Acting for an international ancient art dealership in two disputes with a Qatari owned private investment company and Sheikh over the authenticity of antiquities that it sold. Defending an international medical devices company in a product liability group litigation claim. Acting for a property investment company and high net worth individuals in a series of claims involving breach of trust arising from the financial settlement in a £60million divorce. Obtaining a freezing injunction against the perpetrators of a Ponzi style investment scheme. Acting for a software ‘bot’ creating company in a breach of intellectual property claim brought by an international computer game company.

Tim Hardesty

Tim is a Partner in the real estate team. Tim has particular expertise in residential development work both for developers and landowners. He regularly deals with land acquisitions and disposals by way of unconditional or conditional contracts and options, also strategic option agreements. Experience/recent projects: acting for a regional developer in a complex purchase of a development site with an anticipated built value of £20m by way of a conditional agreement, sub sale and a further development agreement for an additional part containing off-site affordable housing. Acting for a national developer in the grant of a long term option agreement and subsequently after planning obtained for 290 houses acquiring the development site. Acting for a waste management company acquiring a disused airfield and industrial units near the south coast. Acting for trustees selling a development site for approximately £7m in Elmbridge including initially preparing the land for sale by hiving off the surplus land from the part of the site still used and then negotiating a complex conditional agreement with a national developer for the surplus land.

Yavan Brar

Yavan was appointed as Managing Partner on 1 October 2019. He established the corporate and commercial department in 2008 concentrating on supporting businesses and their commercial requirements. Having built a team of expert corporate and commercial lawyers with a wide range of industry specialisms, Yavan is able to offer pragmatic solutions to complex legal problems. Yavan, a technically able expert, has extensive experience advising on M&A, corporate restructuring, banking, business ownership issues and intellectual property rights matters.Yavan’s recent experience includes: M&A Experience Advising on strategic buy, build and sale project: Advising UK headquartered international banking security and maintenance provider on several buy and build acquisitions prior to partial sale to US hedge fund including a rollover of existing management shareholders with a total project value in excess of £100 million. Private equity investment into international electronics manufacturer: Advising UK headquartered international electronics manufacturer on investment from private equity investor with an enterprise value of £110 million. £31 million sale of group companies to an Employee Ownership Trust. Advising on a £13.5 million complex minority acquisition in Education and Technology provider. £10.2 million sale of self-storage assets to US private equity fund. Banking & Finance Acquisition finance and re-finance of leading UK-based developer: Advising client on £25 million senior debt refinance with subordination of then current £10 million junior debt. Advising on pre IPO investment facility for home services software provider: Advising client on £15 million investment from overseas listed investment company to include undiluted roll over of existing investors. Refinancing for banking security and maintenance provider (Private Equity): Advising on a refinance totalling £21,000,000 including facilities and receivables finance facilities from major UK banks. £42 million re-finance for boutique hotel chain – Advising the boutique hotel group on the refinance of Allied Irish Bank with National Westminster bank involving a complex redemption procedure and extensive due diligence on the groups property portfolio. Fundraising Worked alongside US counsel, in advising Silicon Valley based investment firm, Meson Capital, in its Series A investment in UK-based RBW Sports & Classics Limited. Advised DataOps.Live on its $10.3m USD Series Seed funding round led by west-coast US venture capital invest, Anthos Capital. Advised Buyline on a significant facility, from the creation of the initial IM, advising and negotiating on the terms sheet, advice through the due diligence process, through to negotiations between multiple secured creditors. Advised Chester Rose Ltd, on their second round of investment: Involving an initial conversion of convertible loan notes into preferences shares, complex articles of association, followed by details negation of a conditional investment agreement. Board Support Yavan acts as an advisers to a number of boards dealing with questions of law and assisting on strategy.

Stephen Baker

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