In recent years, demonstrating a commitment to Environmental and Social Governance (“ESG”) has become central to the ability of companies to maintain customer engagement and potentially attract investment. However, due to the lack of consensus regarding ESG, many companies have been accused of greenwashing or paying lip service to this area. One increasingly popular method of demonstrating substantive ESG credentials is for companies to become B Corp certified, enabling them to place the B Corp logo on their marketing materials and products. With over 6,000 B Corps worldwide, including household names such as Patagonia and Ben and Jerrys, the B Corp symbol is quickly becoming a powerful signifier that a business is committed to ESG.

B Corp Certification is undertaken by the not-for-profit organisation B Lab, which was formed in 2006 with the purpose of designing standards and programs to shift the focus of companies towards addressing the fundamental challenges of the modern world. For that purpose, B Lab has developed the B lab impact assessment, a point based holistic review of a company’s environmental and social impact. To achieve certification as a B Corp a company must achieve the high minimum score of 80 in the impact assessment, displaying a commitment to ESG. In addition to satisfying the impact assessment, a key foundation of B Corp certification is for a company to implement stakeholder governance. This requires a company to enable its’ directors to consider wider interests beyond profit, such as those of employees and the environment, when pursuing the development of their business. As such, an important part of the application will be enshrining key ESG principles into the applicant company’s constitution.

The route to certification is increasingly strenuous depending on the size of the applying company, in order to recognise the outsized impact some multinational companies can have in contribution to ESG. All companies must obtain at least 80 points on the B Lab impact assessment and complete a confidential disclosure questionnaire declaring any potentially sensitive practices, fines or sanctions which may require remediation to achieve certification. Following this, a company must commit to amending their articles of association to give effect to stakeholder governance. Certification can take from just a few months to several years depending on whether a company wishes to maximise its score in the impact assessment.

Having done so before, should your company be considering starting the process of applying for B Corp certification, Collyer Bristow are well placed to assist with making the requisite constitutional changes required to achieve your aim.

Acquiring or selling a business can be a great way for organisations to grow and transform, but it can also be complex and risky. There are many legal, financial and operational factors to consider which are not always obvious.

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Traditionally, corporate governance has been the preserve of listed companies. For many years now, all listed public companies in the UK have been asked to ‘comply or explain’ – either follow the UK Corporate Governance Code or explain why they do not.

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Whether you need assistance with seed and early-stage funding or mature market raises to fund management buyouts, growth or development capital, our Corporate team has the experience to support you. We act for both investors and those seeking investment on deals that range from the simple to the extremely complex. We offer guidance across the spectrum of investment strategies, from the establishment of a fund to the creation of a clear exit strategy, whether that’s by sale, recapitalisation or IPO.

Adding value right across the funding lifecycle

The private equity and venture capital transactions we advise on are diverse in nature and our team has worked on a range of complex and high-value deals worldwide. We can help you with:

• Initial fundraising
• Secondary fundraising
• Fund formation and structuring
• Growth equity
• MBOs, MBIs and BIMBOs
• Exit strategy (public and private)
• IPOs
• Restructurings and existing debt refinancing

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We represent a broad client base across the UK, including private equity houses, management teams, portfolio companies, venture capital firms, fund managers, entrepreneurs and financial institutions. We’ve seen deals from both sides of the fence, and are used to managing the sometimes competing desires of companies to retain autonomy with the need for investors to be able to exercise a degree of control and influence over material decisions affecting the business.  No matter how new or established your business is, our Private Equity and Venture Capital expertise, together with our wider group of specialist lawyers in our tax, M&A, pensions, intellectual property and real estate teams are on hand to provide a one-stop-shop for PE/VC backed transactions.

Negotiations with banks and other lenders

In discussions with banks and other lenders, the lender will often insist upon its “standard” terms. Yet no corporate funding should be one-size-fits-all. Borrowers may not realise the extent to which they can negotiate more favourable terms, and that this option is open to companies of all sizes and industries. Since any significant loan will have a material impact on your business, it is important to understand the riskier conditions and negotiate accordingly, or at least be very clear on the terms of the borrowing and your commitment to the lender.

General secured lending

Whether you are looking to secure finance or are a financial institution looking for the right legal partner, we have you covered. For borrowers both new and experienced, we can help you get your ducks in a row from the outset so your transaction is not delayed by last-minute requests by the lender. Charges, debentures and guarantees create far-reaching powers—we help ensure that no more security than necessary is provided and the lender will not unduly interfere in your company’s management. Our cross-functional team deals with all types of asset classes including real estate, shares in private companies, equipment and receivables.

Personal guarantees

Directors often agree to guarantee loans to their company on the assumption that the lender will never have any cause to rely on it, only to have their guarantee called upon when the company runs into difficulty.

If you are a shareholder or director providing a personal guarantee in connection with your company’s borrowings, you will need to seek independent legal advice separate from the company’s solicitors as a condition of the loan. Our funding and finance team can walk you through this process. We make sure that you understand the full extent of your personal exposure and, where possible, negotiate terms to avoid the potential for unlimited liability.

We can also support you when a personal guarantee is enforced by a lender. We regularly advise clients on the possible avenues for challenging the enforcement of a personal guarantee, for example, by challenging unfair terms and undue influence.

Working closely with you and your tax advisers and legal advisers in other jurisdictions as appropriate, we develop and implement the optimum corporate group structure for your business, to align legal and operational requirements. This work includes simplification and/or divisionalisation of businesses and legal structures, to achieve effective and efficient use of resources and to integrate acquisitions.