UK: Restructuring Your Corporate Group? Here Are 6 Things To Consider

Last Updated: 31 January 2019
Article by Alex Butler

Corporate groups can get unwieldy and inefficient over time. This can result in structures that are no longer fit for purpose. They waste management time and financial resources, therefore reviewing, restructuring or simplifying could greatly reduce the administrative burden.

In 2019 we are focusing on helping clients to plan, implement and complete corporate restructurings of any size; delivering savings in costs and management time and increasing the efficiency of our client's groups.

In the article below, we consider the headline issues in restructurings that will help you prepare for what is involved. It is important that restructurings are well thought through with specific steps for implementation. Over the course of this year we will continue to look at the various parts of restructurings in further detail.

Things to consider before tidying up your corporate group:

  1. Thorough Planning

Early engagement of advisers across multiple disciplines is paramount and will identify the key legal, treasury, accounting and tax issues that may arise in any given procedure. A day considering the issues will seldom be wasted.

From a legal perspective, you would need to consider if due diligence should be undertaken and if commercial risk should be addressed. Moreover, it is important to understand whose consent is needed – whether this be from shareholders, investors, lenders, contract counterparties, regulators, escrow agents, or the Financial Conduct Authority.

  1. Tax

Tax planning is also key. Intra-group reliefs are available in many jurisdictions, meaning that intra group asset and rights transfers can, in some cases, be exempt from or pay a reduced rate of tax.

Accordingly, tax planning is critical to any restructuring to avoid unintended consequences such as de-grouping charges, loss of reliefs or credits, or exposure to tax in a new jurisdiction.

  1. Clear Objectives

Restructurings may focus on straight simplification, de-grouping or consolidation ahead of a corporate transaction (e.g. securing investment or readying the group for a sale process). They may also be for the purpose of releasing share capital or locked up funds for the benefit of shareholders, removing unwanted subsidiaries, or managing risk by ring-fencing toxic assets or liabilities.

Consider also the extended opportunity with undertaking a corporate re-organisation. With a high level of focus and management engagement, wider goals may be achievable, including: work force reorganisation, re-domiciliation, succession planning, a corporate governance health check or a legal audit on strategic assets (such as business critical intellectual property rights).

  1. Managing and Resourcing

Restructurings can absorb considerable management time and, as such, considerations must be made to create a process which is as efficient as possible.

Can the exercise be wholly or partially outsourced, once the planning is complete? Who will manage it? How long is it expected to take?

If the group operates internationally, is there to be a lead team co-ordinating the activities? How will the authority for actions be delegated and managed? What legal and regulatory compliance is required in each jurisdiction?

How will the multiple – often hundreds – of documents be signed? Is there a group policy? Can electronic signatures be used?

Almost inevitably, plans will change; you will need to adapt the plan to new circumstances. Ensure you have advisers who can deliver solutions to unexpected problems.

  1. What is actually involved?

Once a plan is firmly in place, it often helps to consider the restructuring as a series of corporate actions. Good advisers will help you understand what is involved. Typically, this could include:

  • Asset transfers;
  • Liquidation or strike-off of redundant or dormant companies;
  • Distribution of cash and assets;
  • Moving / making changes to a workforce;
  • Business demergers;
  • Capital reductions, consolidations and conversions;
  • Capital contributions;
  • Debt assignments, novations and waivers;
  • Balance sheet impairments or capital write-downs; and/or
  • Treasury led exercises to generate cash flow and liquidity; removing financial blockages.

This is by no means an exhaustive list. Good advisors will be able to advise you on the most appropriate procedures to help you achieve the ultimate goal for your re-organisation.

  1. Directors

Directors in the UK owe a number of statutory duties which must be remembered in the context of a plan to implement a group restructure. Directors must understand how their company fits into an overall restructuring plan; they must understand what the process will be, and how the company they oversee will be affected.

The leading English law case on unlawful distributions – Aveling v Barford – arose in the context of a group restructure and other jurisdictions have equivalent legislation. So, it is important that all directors have a full understanding on the restricting process and carefully consider the duties which they owe to the company (and its shareholders) when going through a corporate restructure.

If you're looking to reorganise your business or adjust your corporate group structure, our experts can help. We can implement your requirements in an efficient and cost-effective manner, providing the relevant advice and legal documentation.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
In association with
Related Topics
 
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions