"To have had Dwellworks' internal counsel, an independent US law firm, Simmons & Simmons and another UK firm acting for the bank to contend with was a challenge that the Michelmores team clearly relished and succeeded in dealing with. I am extremely grateful for all that Sam Billingham has done - it is enormously appreciated."
Jonathan Haward, Chairman, County Homesearch International PLC
Samantha is a Partner in the Corporate team, and Head of the Joint Ventures team and Professional Practices team.
She has over 20 years' experience in corporate and commercial law, advising both private and public sector clients.
Samantha is a lead advisor managing special projects for key clients that require a multi-disciplinary knowledge of business matters.
She is experienced in joint ventures and business reorganisations, structuring complex transactions and negotiating all relevant agreements, including investment terms, shareholder and management arrangements, articles of association, partnership and LLP agreements.
On the back of that wealth of knowledge, Samantha is now specialising in advising professional practices, in particular LLPs, whose structure, governance and financing is becoming ever more complex.
- Advising the professional services firm Old Mill, which provides Tax, Accountancy and Financial Planning Services, in connection with the implementation of their innovative plans for senior management and staff to purchase an equity stake in the group company and LLP businesses including updating the governance arrangements to include a suitable management structure, facilitate equity transfers amongst members and to new staff, and to satisfy the requirements of NatWest in relation to the funding arrangements for staff investment.
- Project managing Michelmores legal team advising the selling shareholders of GLHearn, a property consultancy business, to Capita, the UK's leading business process management and outsourcing solutions provider. The business was sold on a cash free, debt free basis, for £30million.
- Advising the beneficial owner of shares in a BVI incorporated property SPV in relation to the sale of the company for £28million. The sale involved our liaising with Guernsey trustees and the property management company, as well as BVI lawyers, to satisfy the purchaser's due diligence requirements and conditions precedent for closing the deal, as well as ensuring the company was sold on a debt free basis.
- Advising the two majority shareholders on the sale of the home finding service company, County Homesearch International PLC ('CHI') to US-based Dwellworks, LLC, a leading provider of relocation and real estate industry solutions based in Cleveland, Ohio. Samantha fielded negotiations with the purchaser's lawyers in both the UK and the US, having satisfied the Takeover Panel regarding the mechanics for the re-registration of CHI as a limited company. A number of minority shareholders simultaneously disposed of their interest in the business and on terms approved in advance by the Takeover Panel.
- Advising Devon County Council in connection with the joint venture arrangements for its Education and Inclusion Services, including preparation and subsequent negotiation with the preferred bidder (Babcock Training) of various tender documents, including a comprehensive members' agreement for the JV LLP entity, which is now known as Babcock LDP. Also managing the due diligence process and all business transfer documentation through to completion.