
Martin Brown
CEO at Elephants Child
Helen Gerrard
Partner at Ignition Law
Karishma Naravane
Legal Director at Ignition Law
Here are the key takeaways:
- Purpose of corporate restructuring: reorganise business lines to improve operational efficiency, isolate risk and prepare for growth or exit
- Types of restructurings: share, asset and business transfers; hive‑ups/down; share‑for‑share exchanges (including Delaware flips); de‑mergers; LLP‑to‑Ltd conversions; debt restructurings
- Tax and timing considerations: plan ahead of Business Asset Disposal Relief changes — lifetime allowance drops from £10m to £1m, and rates rise to 14% in April ’25 (then 18% in April ’26)
- Key legal requirements: obtain third‑party consents (lenders, FCA, customers/suppliers), comply with TUPE for employee transfers, ensure distributable reserves, and consider National Security & Investment Act notifications
- Founder exits & succession options: compare management buy‑outs vs employee ownership trusts; draft robust shareholder agreements (drag/tag rights, valuation methodologies); manage conflicts of interest
- Debt restructuring & distressed‑asset opportunities: renegotiate multi‑layer debt, model optimal capital structure for growth, and explore pre‑pack acquisitions
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