Rod Thomas, Managing Partner, Head of Corporate

Accountancy firm Howards Chartered Certified Accountants recently asked Sarah Woodall for urgent advice with a Stamp Duty matter.

The payment of stamp duty had been overlooked by HMRC on a very large transfer of shares going back to 2014. The company was being sold and the vendors faced an enormously disproportionate penalty proposed by the purchasers if the matter was not resolved within 90 days. HMRC had indicated it was impossible to resolve matters within this timeframe.

Sarah’s extensive knowledge of HMRC’s inner workings, key contacts, and her commitment to achieving the best possible outcomes for her clients, enabled her to cut through a web of slow and bureaucratic processes, and resolve the issue with HMRC amicably and by agreement within two weeks.

Sarah said: “I had every sympathy for the client. At times, HMRC’s correspondence failed to give email addresses or even a telephone number, and some letters provided telephone numbers that did not exist and excluded the name of the HMRC officer who had sent them.

“It was a big relief to all concerned, including me, that the potential penalty was avoided and that ultimately HMRC did go the extra mile to resolve what had been a really difficult issue.”

Matthew Bailey, Director at Howards, said: “The excellent outcome and time taken to resolve this time pressured issue went well beyond and above our expectations… [settling this matter was] a bright end to a dull day. I thank you from my heart for your help.”

Having worked with Sarah Woodall at HMRC, Jeremy Clarke-Morris, partner at Kendall Wadley accountants, knew she had a unique insight into counter avoidance investigation and systems.

In an Employee Benefit Trust (EBT) disguised remuneration case, he recommended Sarah act in a very large HMRC investigation by their Counter Avoidance and subsequently Fraud Investigation Service (FIS). The investigation settlement agreed was about quarter of £1 million less than would have been the case without Sarah’s relentless challenge- the client expressed delight and relief at the outcome.

Her in depth knowledge of HMRC, EBTs and ERTs ensured the best possible settlement for the client. Jeremy Clarke-Morris said “Our client was delighted. Sarah is highly professional, eloquent and had a very effective, down to earth approach. She is an excellent negotiator.”

Sarah said: “I have enjoyed working with Jeremy for many years and it was my pleasure to advise his client to resolve what was undoubtedly a difficult and long-running HMRC investigation. The client had found the situation stressful. It was satisfying to settle all matters by agreement and without recourse to the tax tribunal, ultimately with a very significant adjustment in the taxpayer’s favour, no penalties and with five years to pay.”

Combining understanding of the needs of early-stage tech companies and the needs of the investors they seek gives Inger Anson and her team a crucial advantage in providing the seed round support which brings the two parties together.

Acting for pre-revenue firms looking for investment from angel investors, government funds and university commercialisation teams, Inger and her team are based in Cambridge but work nationally.

Because they know what investors need, they can ensure that companies’ legal and investment documents are produced in a way that helps the company but also demonstrates to investors that their requirements will be met.

This gives investors more confidence and faith in the founder teams and enables investment transactions to move forward faster with fewer delays. Costs are kept down and much-needed funds are provided for clients so that their company can grow.

An entrepreneur and angel investor client said of Inger: “I have worked with Inger on investment deals and have found her to be responsive, knowledgeable, good value, trustworthy and a problem solver.”

Her expertise also supported a start-up founder team client, who said: “I found Inger to be comfortably in command of the necessary knowledge, and good to work with. In particular, she was good at explaining which choices we had to make, and was able to guide us through the decision process.”

According to another entrepreneur and active technology angel investor, “Inger is pragmatic in her approach and works hard to simplify and ease the process. She is a pleasure to work with.”

Her skills and judgement won praise from a cleantech investment manager, who said: “Inger has provided excellent support and strong advice with clear explanations. Her commercial understanding is second to none and her negotiation skills are of the highest standard.”

After a highly successful round of crowdfunding, entrepreneurial Herefordshire business A Rule of Tum sought the help of tax barrister Sarah Woodall in order to release half a million pounds of investors’ money.

The award-winning business needed to support its continued growth with increased investment and turned to crowdfunding. Having raised £500,000, advanced clearance from HMRC under the Enterprise Investment Scheme (EIS) was then needed to enable Rule of Tum to access the money. (EIS is designed to enable companies to raise money to grow by offering tax relief to individual investors buying new shares in a company.)

Unfortunately, long delays by HMRC and a failure to consider the merits of the case fully cost the business several months, and threatened to undermine investor confidence altogether. In need of urgent help, they turned to Sarah, whose experience of working with HMRC proved invaluable when advocating on business’s behalf.

Sarah’s precise and unequivocal demonstration of A Rule of Tum’s focus, providing members of the public with outstanding simple, locally sourced, seasonal foods in an environmentally sensitive manner, proved pivotal in obtaining clearance from HMRC and protecting the business’s investment which had been at risk.

Director Dorian Kirk said: “Just want to say thanks again for all the extra effort (Sarah) put in to get this over the line. We are utterly delighted.”

Swift, efficient and commercially-aware advice from Inger Anson and Murium Rehman enabled a group of angel investors to back techspert.io, a healthcare-focused expertise consultancy.

They acted as liaison for the lead investor and made sure that documents were distributed and agreed, with funds collected, all within the tight timescale.

Simon Thorpe, head investor of Cambridge Angels, said: “Inger and her team were very helpful and professional throughout; they were always available to answer any queries and were very quick to respond and produce documentation.”

Mike Burnham of Seis GEaR Inc said: “Buying an existing business is always a difficult process. When you are a company that has only been in business for six months and are buying a business in a foreign country, it can be an absolute nightmare.

“The HCR law team was recommended to us by the seller and it turned out to be one of the best recommendations we have received. The HCR team was very responsive, easy to work with, and more than anything else they worked with us using the spirit of the deal to frame the agreement while meeting all UK required legal parameters.

“They were able to juggle multiple changes on a compressed time schedule while still keeping true to the original goals and the original budget, and we were able to close the deal within 24 hours of our target date. I would recommend Rachel Turner, Mary Pears and the rest of the HCR team to anyone contemplating a merger or acquisition.”

Corporate lawyer Rachel Turner’s experience and expertise drew praise from client Lawrence Hirson, director of Shine Partner Ltd, for her handling of the sale of the share capital of H&L Russel Limited to Scott Brothers Limited.

Lawrence said: “Rachel and her team at HCR went above and beyond to move this transaction forward to a successful conclusion, proactively offering solutions to issues that came up along the way. Rachel herself is commercial, yet thorough and her experience is obvious. I wouldn’t hesitate to recommend her to anyone considering a business sale.”

Corporate and international expertise from Rachel Turner, Mary Pears and Emily Beere, based in Thames Valley, enabled US firm to Seis GEaR Inc make its first UK acquisition, buying the business of Verif-i.

Seis GEaR Inc is a seismic tools and maintenance provider, and acquired Verif-i, which provides auditing and QC services, including technical audits, inspections, and related consulting to key oil company, multi-client data companies and manufacturers both in the marine and land markets.

Mike Burnham of Seis GEaR Inc said: “Buying an existing business is always a difficult process. When you are a company that has only been in business for six months and are buying a business in a foreign country, it can be an absolute nightmare.

“The HCR law team was recommended to us by the seller and it turned out to be one of the best recommendations we have received. The HCR team was very responsive, easy to work with, and more than anything else they worked with us using the spirit of the deal to frame the agreement while meeting all UK required legal parameters.

“They were able to juggle multiple changes on a compressed time schedule while still keeping true to the original goals and the original budget, and we were able to close the deal within 24 hours of our target date. I would recommend Rachel Turner, Mary Pears and the rest of the HCR team to anyone contemplating a merger or acquisition.”

Bringing together health care and corporate expertise, Louise Crook and Peter Raybould advised National Care Group (NCG) on their acquisition of Shelton Care in Stoke-on-Trent, continuing their long-standing relationship with the group.

Shelton Care has multiple facilities in the Stoke-on-Trent area and last year generated more than £10m in revenue. For nearly 30 years they have been providers of residential and nursing care for adults with learning disabilities, autism and other associated support needs.

David Stanhope, Managing Director for NCG, said:

“Shelton Care has made a name for itself in care and education in Stoke. The services and support it provides and, most importantly, its person-centred ethos, fit well with the NCG philosophy. Our first priority is to ensure a seamless transition for service users during the integration period which we are confident will be achieved working closely with the dedicated team at Shelton Care."

“This strategic acquisition continues our drive to expand NCG’s footprint and highlights our growing ability to provide person-centred care throughout the UK.”

Taking the strain out of a business sale

Taking the stress out of selling a business was part of the package when our corporate team, led by Alison Scott, advised Prestige Technology Solutions Limited on its sale to Park Place Technologies LLC

Prestige Technology Solutions Limited, an IT infrastructure solutions provider based in Bromsgrove, were led by John Dawson, who said:

“The recent sale of our company seemed from the outset an extremely daunting and challenging ordeal which, thanks to the professional and efficient help and services supplied by the team at HCR turned out to be an exercise taken in their stride and proficiently executed.

“Alison, ably assisted by Mandy and Dan, made the entire experience for us a lot easier than we had ever anticipated. I would not hesitate to engage these guys again in future should such an opportunity re-present itself.”

Swift efficient business sale brings communications firms together

The shareholders of Hertfordshire-based PHA Communications Limited sought the expertise of our corporate team to advise them on the sale of their business.

Under the guidance of Alison Scott, Mandip Riar and Shane Thompson, the shareholders sold the company to Beacon Communication Services Limited for £500,000 within six weeks.

Shareholder Peter Harris said:

“Harrison Clark Rickerbys were excellent during our sale and made the process as simple as possible. They were responsive, efficient and professional with great attention to detail. They quickly grasped the key factors of our requirements and were on hand at all times throughout the deal to give support and advice.

“I would be delighted to work with Alison, Mandy and Shane again in the future, should the opportunity arise”

Corporate expertise brings Customade and Polyframe together

Our corporate team, led by Rebecca Leask, acted for Customade Group Ltd on its sale to Polyframe Group Ltd. The deal created the largest trade fabricator of windows and doors for UK installers. Backed by further investment from Cairngorm Capital Partners LLP, the deal resulted in a group with revenues of more than £100m.

Customade are a leading manufacturer of PVCu windows, doors and conservatory roof products, employing 320 staff, with a turnover of £35m.

Managing Director John Lightowlers said:

“This is the perfect partnership for two businesses with shared values and offers great opportunities. Having worked with Harrison Clark Rickerbys for many years, I knew that their attention to detail, speed and professionalism would be invaluable, and so it proved.”

Support for private equity investment in dental sector

Our health and social care team advised August Equity on their first bolt-on acquisition, with the purchase of two mixed dental practices in South Yorkshire.

August Equity are a private equity investor already established in the social care and veterinary sectors. This acquisition established August’s first platform for dental investments, Genesis Dental Care.

They said: “Having worked with Harrison Clark Rickerbys on several of our portfolio businesses, we remain very impressed with the professionalism and expertise within the team. In particular Charlotte Thornton-Smith and Clare Emery’s knowledge of the dental sector puts them at the forefront of any dental legal panel and we are delighted to be working with them on several of our acquisitions.”

Arpinder Dhillon acted for the shareholders of Molyslip Atlantic Limited (and United Oil Products) in the matter of the sale of the business to Metalube.

At all stages, she has been very clear on our objectives, very clear on the law and our obligations and potential liabilities, and always gave a strong sense of professionalism and (where possible) pragmatism.

She has worked long hours, always been available, and reacted with speed and accuracy.

She has made an exhausting process as smooth as possible, and actively stood up for her clients.

I would highly recommend her services to anyone considering the sale of a business, and would have no hesitation in using her in any such transaction.

Peter Haig (Former director and shareholder of Molyslip)