how we helped our clients

Here are some case studies that illustrate the best examples of what we have achieved for our clients:

Commercial Contracts

• advising on the outsourcing of significant warehousing and distribution agreements for clients, advising these clients opposite major suppliers, right from the tender process to completion and subsequent monitoring of service levels;
• acting in relation to the insourcing of training services;
• advising a leading provider of mailing, sorting and packaging systems on its deals with customers, and drafting standard terms and conditions of supply, maintenance and purchase for use with customers and suppliers;
• advising a drinks supplier on the licensing arrangements for a new drinks product, and providing advice on the manufacturing and packing agreement relating to the product;
• advising a major retailer on its arrangements with a leading finance house for the provision to its customers of “buy now pay later” products and;
• advising on the setting up of different business models including agency and distribution agreements.

E-commerce

• advising blue chip retailers on the development, hosting and maintenance of their internet trading sites, including advising on the compliance of those sites with the Distance Selling Regulations and other consumer legislation, and advising on issues relating to the authorisation and settlement of payments made on-line;
• advising a major retailer on the outsourcing of the fulfilment of customer orders received by telephone, fax or via the retailer’s website;
• advising a major corporate on its communications with suppliers using the internet as a medium, with the privacy of a network being delivered by the use of encryption and other security devices, and advising on the interchange agreement governing the exchange of electronic messages and the circumstances in which such exchanges would result in an enforceable contract and;
• providing comprehensive advice to a new service provider, on aspects from setting up its website (with all the underlying contracts) to supporting and operating it.

IT and telecoms

• acting for a major telecoms company in relation to the negotiation and finalisation of the framework legal infrastructure for the setting up of a business exchange, including assisting on back-end contracts and related hosting and support agreements;
• acting for major e-procurement specialists in relation to complex arrangements with NHS Trusts; its regarding a new electronic payment approval service.
• advising an international energy and resources booking business in relation to software licensing arrangements;
• advising a financial services company on a software development and integration project for a new pensions administration system, bringing together the work of 6 software houses;
• advising a range of companies on their disaster recovery arrangements, and;
• advising an international corporate on its arrangements for the provision to it of worldwide network and hosting services.

Multi-million pound purchase

The Southampton corporate team was recently instructed on the multi-million pound acquisition of a precision engineering business. The team negotiated the investment documents (including shareholder agreement and articles of association), on behalf of our client, with three separate investors and then advised the investment vehicle on its acquisition of the engineering business. Due to our experience in advising other clients on similar acquisitions within the same sector we were ideally placed to advise the investment vehicle on areas of concern including product liability related issues.

Having acted for a number of banks involved in acquisition finance, the corporate team was also ideally placed to advise the investment vehicle on its bank borrowing and the security taken by the bank over both the investment vehicle and the company acquired.

Reorganisation and refinancing

The dealerships of luxury car maker Audi were recently combined into one regional dealership at the instigation of Audi. Clarke Willmott’s Bristol corporate team initially advised on the reorganisation of two existing groups of companies before hiving across the assets and businesses of several Audi dealerships into a joint venture vehicle. Once this phase was completed the joint venture then completed the purchase of the assets and business of a further Audi dealership from a separate group to create a regional South West group of dealerships. The team also advised on the refinancing of the enlarged group.