Our housing corporate and governance team advised a smaller housing association as it joined a larger group as a subsidiary.
We worked with our clients throughout the whole process from the initial strategic advice on the ways in which the merger could be achieved to the negotiation of the terms on which the housing association would join the group and the development of a bespoke intra-group agreement between the parties.
The starting point was to review the structural options for the merger. These included a “full merger” by amalgamation, transfer of engagements or the parent-subsidiary route - which was chosen as the optimum route.
Having agreed the preferred structure, our lawyers negotiated the merger heads of terms; carried out full legal due diligence on behalf of the smaller housing association into the larger housing association; and negotiated the revised Articles of Association for the client to reflect its subsidiary status and the provisions of the agreed heads of terms.
We also advised on the regulatory considerations and Charity Commission approvals.