The angel investors first instructed us ten years ago. Recently, we were delighted to complete the sale of their company for a substantial return. We enabled the angel investors and the company to:
In 2007, an chef began trading from a pop-up food stall, outside a London underground tube station. The dishes were popular, and the chef sought investment for a restaurant in the outskirts of the City. Two angel investors looking to invest in the chef came to us in 2008. We prepared:
We were retained by the restaurant, becoming the business’s legal advisors. We protected the business’s intellectual property. The chef appeared on TV and authored cookery books. Much of the business’ value was in the brand and the chef’s recipes. We registered the chef’s intellectual property, in his own name, and then granted the restaurant a licence to use the chef’s intellectual property. This proved attractive on sale.
By 2010, the business had grown to three restaurants. Senior employees were awarded enterprise management incentives. The incentives were linked to performance metrics such as turnover.
With a recognisable brand, the restaurant chain attracted interested investors.
Together, the chef and the angels retained 80% of the voting rights. Nevertheless, there were 32 additional shareholders, some on enterprise management incentives.
The chef and the angels wanted to sell the business. We amended the company’s articles to include a drag along right. So if the company received an offer, agreed by 75% of shareholders, then this majority could force the remaining shareholders to accept the offer.
A buyer prepared to offer just over £10m was found. The due diligence was short, as we held everything, from incorporation documents to enterprise management incentive agreements. The buyer offered the chef and the angels a 15% share in the company following sale. We prepared:
There was also work in assigning the leases to the buyer.
The chef wished to retain the registered intellectual property. So we ensured that our licence remained in force following completion. However, we varied the territory and use of the licence, so that if the restaurant under the new owners failed, the chef retained the right to use his IP elsewhere, e.g. in another restaurant.