About MBM Commercial
MBM Commercial is an award-winning commercial law firm providing a full range of commercial legal services to our clients, including corporate (mergers and acquisitions, company secretary, corporate finance, intellectual property (patents, trade marks), commercial contracts, dispute resolution, employment law (redundancies, settlement agreements) .
MBM
M
mbmcommercial.co.uk
US LAW
CAPABILITIES
ENTREPRENEURIAL BUSINESS LAWYERS
US LAW CAPABILITIES
MBM Commercial has advised hundreds of fast-growth companies, from start-up through investment and scale-up
to exit and beyond. Alongside our UK legal advice, MBM Commercial provides sophisticated advice tailored to the US
legal landscape to help clients navigate the complexities of US law and realise their full potential. Our US transactional
experience includes advising clients on their expansion into the US market, securing investments from US-based investors
and corporates, selling businesses to US buyers and entering into commercial contracts with US parties.
MBM Commercial’s team of US-qualified attorneys is unique in Scotland and its members have decades of
expertise across multiple disciplines. When you work with us, you’ll engage with attorneys here in the UK, working
in the same time zone, and you’ll benefit from our in-house experience, not outsourced attorneys at potentially
higher costs. Our team get to know your business, and the advice we give will be tailored to your requirements.
With our extensive US legal capabilities, we regularly advise UK businesses in the following areas:
US Expansion - If and when to start up in the US and how to register a business
•
Exploring various business structures available in the US and steps to corporate organisation
(corporations and limited liability companies) – from start-ups to established enterprises
•
Establishing new offices in the US
•
Support on US corporate filings and maintaining minute books and stockholder registers
•
Delaware Flips – Setting up new US holding companies and re-incorporation in Delaware
Growth and exit - US Investment, Corporate Transactions and Mergers & Acquisitions
•
Selling to a US buyer or acquiring a US business
•
Venture capital and private equity investment from or to the US
•
Joint ventures with US partners
US Employment – Hiring and managing US-based individuals
•
Offer letters, pay practices and policies
•
Restrictive covenants and contractor agreements
•
Employee performance management
•
Termination decisions and separation agreements
US Contracts - Ensure the legality and enforceability of your contracts
•
Commercial contracts with US customers and others
•
Data privacy
•
Intellectual property protection
US Immigration - Navigate the complexities of US immigration regulations
•
US immigration compliance
•
Preparing and filing US visa applications
ENTREPRENEURIAL BUSINESS LAWYERS
Navigating US Expansion
Entering the US market is often achieved on a gradual basis, starting with increased sales to the US and perhaps
a distribution arrangement with a US party before setting up shop there. Your journey to US success begins with
strategic legal advice that instils confidence and goes beyond legalities, shaping your market entry strategy.
Some initial factors to consider in determining whether to establish a US business include:
•
Liability protection, tax and market profile.
•
Level of dealings in the US, current and projected.
•
Target market or customer base in the US.
•
The need for “boots on the ground” in the US, either independent contractors or employees.
•
The need for marketing, supply chain and other support services in the US.
•
Plans for investment to or from the US.
•
Visa options, immigration and travel rules
•
Managing US employees
US Employment
When it is time to hire US-based employees and/or contractors, you will need to comply with employment laws
that differ markedly from those in the UK. Most US employment is “at will”, without contracts or notice periods,
and laws can vary significantly from state to state. Our US employment attorney advises UK clients on maintaining
compliance with these laws and preparing US-specific documents to govern the employment relationship,
customisable to our clients’ needs and employees’ state of location. We also advise on managing employment
risks, including resolution of threatened claims and US-specific separation agreements. We have assisted clients
in creating template offer letters to support their multi-state expansion, preparing independent contractor
agreements for US-based consultants, and disputing and resolving claims of discrimination and harassment.
Authorisation to Work in the US
There are strict immigration and visa rules for working in the US - and you do not want to fall foul of the rules, as it
could jeopardise your ability to conduct business. We regularly advise and assist UK companies with securing US
visas for founders to develop and direct the US business.
US Data Privacy
MBM’s Data Team are able to provide advice on the distinctions between data privacy regimes in the UK, Europe
and the US. While the UK and Europe have a rights-based framework (under the GDPR), the US is more patchwork
with data rules that differ by state. In addition to the home state where a company is registered, companies may
be subject to other data privacy rules depending on where business is being transacted and the location of any
US-based employees. Understanding the data privacy laws with which companies in the US need to comply can
be challenging, so it is important to get advice before collecting any personal data.
Contracts with US Parties
Companies doing business in the US or with US parties should ensure that contracts conform to US standards such
that they are fit for their commercial purpose as well as being fully legal and enforceable in the US. We can review and
advise on US-based commercial contracts for clients entering into agreements with US companies (large or small). Our
Contracts team also regularly prepare terms and conditions for use with customers in the US (both B2B and B2C).
US OPERATIONS
ENTREPRENEURIAL BUSINESS LAWYERS
Businesses understand the importance of establishing and nurturing relationships with investors and recognise
that US investors can provide opportunity for sustainable growth. MBM’s US Team provides guidance on a variety
of US investment transactions including the following.
Delaware Flips
There are various reasons a UK company may want to reorganise its corporate structure such that it is wholly
owned by a new US parent company. It may be a requirement for participation in an accelerator or a condition of
investment of a US-based investor. The most common form of US parent company is a Delaware C-corporation.
The MBM US Team has assisted many start-ups with such a transaction that requires ‘flipping’ all UK shareholders
up into the newly formed Delaware company (known as a “Delaware Flip”). Our team of US attorneys have
assisted various UK companies in executing Delaware Flips as well as assisted institutional investors in
understanding the implications of a Delaware Flip for their interests in their portfolio companies. As part of
this process, we can assist with reviewing UK shareholders’ agreements and articles of associations as well as
‘translate’ their terms into a US certificate of incorporation, stockholders’ agreement and bylaws. In addition,
we can advise clients on other key documents such as convertible loans, options, ASAs (Advanced Subscription
Agreements) and SAFEs (Simple Agreements for Future Equity) that may have been granted by the UK company
and will require transfer as well, and establish inter-company arrangements that are often necessary for
investments into these new companies.
Inbound and Outbound US Investments
MBM regularly advises management teams on the negotiation and completion of investments by US investment
funds. Our advice on these transactions includes aligning the form of securities purchase agreement and the
suite of associated investment documents with US custom and practice.
We also assist UK institutional investors with investment into the US both through direct equity investment and
by way of convertibles. MBM’s extensive knowledge of required terms of UK institutional investors active in the
ecosystem and experience of US corporate structures allows us to assist investors with US interests with a one-
team approach.
In addition to drafting and negotiating the transaction documents necessary for these investments, and
assisting with due diligence reviews as needed, our US Team advises on compliance with US securities laws,
including accredited investor designation and required stock exchange filings.
SAFEs and other convertibles
SAFEs (Simple Agreements for Future Equity) have become a prevalent tool for early-stage funding in the US
and have found their way over to the UK, used particularly by US angel investors investing into UK companies
who want to use an instrument with which they are familiar. The US Team at MBM has assisted both US client
companies and UK client companies alike with negotiating and entering into SAFEs. With many of our UK start up
clients now taking in US funding via SAFEs, we have assisted with reconciling the US investor terms in SAFEs with
UK company law requirements and liaising with US investors and their legal teams to make sure both sides of
such transactions are aligned. In addition to SAFEs, our US Team also regularly advises on other, more traditional
forms of convertible investments to or from the US, including convertible loan notes and warrants.
US INVESTMENT
ENTREPRENEURIAL BUSINESS LAWYERS
MBM’s US Team regularly advises on US M&A transactions, whether they involve selling a UK business to a US
buyer or the acquisition of a US business by a UK buyer. Our US Team has extensive experience with various
deal structures including share purchases and sales, asset purchases and sales and merger transactions, and
our capabilities include drafting and negotiating appropriate purchase agreements and ancillary transaction
documents, conducting or assisting with due diligence reviews and overall transaction management from entry
into a letter of intent through completion. Representative US M&A transactions on which MBM’s US Team has
advised include the following:
Redbud Media
Limited
Sale to
US Buyer,
SourcePoint
Chilli Connect
Sale to US
acquirer,
Unity
Technologies
Safe Obstetrics
Sale to
US acquirer,
Cooper Surgical
US M&A
Biomage
Sale to US
acquirer
Intuitus
Sale to US listed
acquirer,
Endava plc
Phoenix
Broadband
Sale to US
acquirer
Evotix
Sale to US
acquirer,
SAI360
Squint/Opera
Sale to US
digital agency,
Journey
Tag Games
Sale to US acquirer,
Scopely
Daxtra Technologies
Sale to US acquirer,
Strattam Capital
Roylance Stability
Storage
Sale to US acquirer,
Infinity Biologix LLC
E4Enable
Sale to US
acquirer,
Richardson Sales
Performance
ENTREPRENEURIAL BUSINESS LAWYERS
We’d been looking at employing a sales person in the States and wanted to understand what the options
were for a small Scottish company hiring an American employee, so we contacted our account manager at
Scottish Enterprise. My conversation with Tracey was absolutely fantastic. She explained in great detail all
the things we ought to be thinking about and whether it made sense to have the candidate employed as
part of the UK company or whether we should incorporate a sub-company in the US, and what the legal
implications of either route would be. It was really useful stuff.
Blackford Analysis
We loved working with you. You made a complicated and potentially stressful sale fun, and your knowledge
and experience made us feel like we had someone we could really trust in control. We feel we definitely had
the right team on our side with you guys.
CEO on completion of sale to US buyer
The MBM team led by Tracey Ginn did a great job of advising us on the sale of our tech business to a large US
corporate in our industry. The transaction was on US legal terms and having Tracey’s US legal expertise was a
huge advantage. MBM worked hard, were knowledgeable and efficient and managed the different interests
of our various investors well. The deal was closed in a short time frame and MBM stayed focused on delivering
the closing on time. MBM were a pleasure to work with throughout the sale process.
Chilli Connect
‘‘
‘‘
‘‘
WHAT OUR CLIENTS SAY
Thank you for your hard work on this complex deal. It was wonderful working with you and the MBM team. I’m
not saying that because of the pleasant accents. It’s because of the brilliant, collaborative problem-solving
demonstrated throughout the process. You know how to get deals done and protect the client at the same
time.
Bob Fiorella, Seapoint Business Advisors
‘‘
ENTREPRENEURIAL BUSINESS LAWYERS
Tracey Ginn
HEAD OF CORPORATE GROUP
US & UK CORPORATE PARTNER (Admitted in California and Scotland)
T 0131 226 8232
E tracey.ginn@mbmcommercial.co.uk
Laura Donald
US & CORPORATE DIRECTOR (Admitted in California)
T 0131 357 5815
E laura.donald@mbmcommercial.co.uk
OUR TEAM
MBM’s US Team is led by US and UK Corporate Partner, Tracey Ginn. The Team includes six US attorneys with
expertise in US corporate and commercial advice including M&A, investment, employment, commercial contracts
and immigration.
In this increasingly global and mobile society, our US Team is uniquely suited to advise businesses on US
expansion – from contracts with US customers to putting “boots on the ground” to selling to a US buyer.
Contact us today to see how we can help you navigate the US market.
Alexander Lamley
US & UK CORPORATE PARTNER (Admitted in New York and Scotland)
T 0131 226 8238
E alexander.lamley@mbmcommercial.co.uk
ENTREPRENEURIAL BUSINESS LAWYERS
Michelle Bush
SENIOR US EMPLOYMENT ATTORNEY
(Admitted in Massachuesetts & Maine)
T 0131 380 0076
E michelle.bush@mbmcommercial.co.uk
OUR TEAM
MBM Commercial LLP
Suite 2, Ground Floor, Orchard Brae House
30 Queensferry Road, Edinburgh, Lothian EH4 2HS
T 0131 226 8200 F 0843 178 0723
London T 0203 096 0122
E info@mbmcommercial.co.uk
mbmcommercial.co.uk
Alexa Carrero-Haig
US ATTORNEY (Admitted in New York)
T 0131 226 8233
E alexa.carrero-haig@mbmcommercial.co.uk
M
mbmcommercial.co.uk
US LAW
CAPABILITIES
ENTREPRENEURIAL BUSINESS LAWYERS
US LAW CAPABILITIES
MBM Commercial has advised hundreds of fast-growth companies, from start-up through investment and scale-up
to exit and beyond. Alongside our UK legal advice, MBM Commercial provides sophisticated advice tailored to the US
legal landscape to help clients navigate the complexities of US law and realise their full potential. Our US transactional
experience includes advising clients on their expansion into the US market, securing investments from US-based investors
and corporates, selling businesses to US buyers and entering into commercial contracts with US parties.
MBM Commercial’s team of US-qualified attorneys is unique in Scotland and its members have decades of
expertise across multiple disciplines. When you work with us, you’ll engage with attorneys here in the UK, working
in the same time zone, and you’ll benefit from our in-house experience, not outsourced attorneys at potentially
higher costs. Our team get to know your business, and the advice we give will be tailored to your requirements.
With our extensive US legal capabilities, we regularly advise UK businesses in the following areas:
US Expansion - If and when to start up in the US and how to register a business
•
Exploring various business structures available in the US and steps to corporate organisation
(corporations and limited liability companies) – from start-ups to established enterprises
•
Establishing new offices in the US
•
Support on US corporate filings and maintaining minute books and stockholder registers
•
Delaware Flips – Setting up new US holding companies and re-incorporation in Delaware
Growth and exit - US Investment, Corporate Transactions and Mergers & Acquisitions
•
Selling to a US buyer or acquiring a US business
•
Venture capital and private equity investment from or to the US
•
Joint ventures with US partners
US Employment – Hiring and managing US-based individuals
•
Offer letters, pay practices and policies
•
Restrictive covenants and contractor agreements
•
Employee performance management
•
Termination decisions and separation agreements
US Contracts - Ensure the legality and enforceability of your contracts
•
Commercial contracts with US customers and others
•
Data privacy
•
Intellectual property protection
US Immigration - Navigate the complexities of US immigration regulations
•
US immigration compliance
•
Preparing and filing US visa applications
ENTREPRENEURIAL BUSINESS LAWYERS
Navigating US Expansion
Entering the US market is often achieved on a gradual basis, starting with increased sales to the US and perhaps
a distribution arrangement with a US party before setting up shop there. Your journey to US success begins with
strategic legal advice that instils confidence and goes beyond legalities, shaping your market entry strategy.
Some initial factors to consider in determining whether to establish a US business include:
•
Liability protection, tax and market profile.
•
Level of dealings in the US, current and projected.
•
Target market or customer base in the US.
•
The need for “boots on the ground” in the US, either independent contractors or employees.
•
The need for marketing, supply chain and other support services in the US.
•
Plans for investment to or from the US.
•
Visa options, immigration and travel rules
•
Managing US employees
US Employment
When it is time to hire US-based employees and/or contractors, you will need to comply with employment laws
that differ markedly from those in the UK. Most US employment is “at will”, without contracts or notice periods,
and laws can vary significantly from state to state. Our US employment attorney advises UK clients on maintaining
compliance with these laws and preparing US-specific documents to govern the employment relationship,
customisable to our clients’ needs and employees’ state of location. We also advise on managing employment
risks, including resolution of threatened claims and US-specific separation agreements. We have assisted clients
in creating template offer letters to support their multi-state expansion, preparing independent contractor
agreements for US-based consultants, and disputing and resolving claims of discrimination and harassment.
Authorisation to Work in the US
There are strict immigration and visa rules for working in the US - and you do not want to fall foul of the rules, as it
could jeopardise your ability to conduct business. We regularly advise and assist UK companies with securing US
visas for founders to develop and direct the US business.
US Data Privacy
MBM’s Data Team are able to provide advice on the distinctions between data privacy regimes in the UK, Europe
and the US. While the UK and Europe have a rights-based framework (under the GDPR), the US is more patchwork
with data rules that differ by state. In addition to the home state where a company is registered, companies may
be subject to other data privacy rules depending on where business is being transacted and the location of any
US-based employees. Understanding the data privacy laws with which companies in the US need to comply can
be challenging, so it is important to get advice before collecting any personal data.
Contracts with US Parties
Companies doing business in the US or with US parties should ensure that contracts conform to US standards such
that they are fit for their commercial purpose as well as being fully legal and enforceable in the US. We can review and
advise on US-based commercial contracts for clients entering into agreements with US companies (large or small). Our
Contracts team also regularly prepare terms and conditions for use with customers in the US (both B2B and B2C).
US OPERATIONS
ENTREPRENEURIAL BUSINESS LAWYERS
Businesses understand the importance of establishing and nurturing relationships with investors and recognise
that US investors can provide opportunity for sustainable growth. MBM’s US Team provides guidance on a variety
of US investment transactions including the following.
Delaware Flips
There are various reasons a UK company may want to reorganise its corporate structure such that it is wholly
owned by a new US parent company. It may be a requirement for participation in an accelerator or a condition of
investment of a US-based investor. The most common form of US parent company is a Delaware C-corporation.
The MBM US Team has assisted many start-ups with such a transaction that requires ‘flipping’ all UK shareholders
up into the newly formed Delaware company (known as a “Delaware Flip”). Our team of US attorneys have
assisted various UK companies in executing Delaware Flips as well as assisted institutional investors in
understanding the implications of a Delaware Flip for their interests in their portfolio companies. As part of
this process, we can assist with reviewing UK shareholders’ agreements and articles of associations as well as
‘translate’ their terms into a US certificate of incorporation, stockholders’ agreement and bylaws. In addition,
we can advise clients on other key documents such as convertible loans, options, ASAs (Advanced Subscription
Agreements) and SAFEs (Simple Agreements for Future Equity) that may have been granted by the UK company
and will require transfer as well, and establish inter-company arrangements that are often necessary for
investments into these new companies.
Inbound and Outbound US Investments
MBM regularly advises management teams on the negotiation and completion of investments by US investment
funds. Our advice on these transactions includes aligning the form of securities purchase agreement and the
suite of associated investment documents with US custom and practice.
We also assist UK institutional investors with investment into the US both through direct equity investment and
by way of convertibles. MBM’s extensive knowledge of required terms of UK institutional investors active in the
ecosystem and experience of US corporate structures allows us to assist investors with US interests with a one-
team approach.
In addition to drafting and negotiating the transaction documents necessary for these investments, and
assisting with due diligence reviews as needed, our US Team advises on compliance with US securities laws,
including accredited investor designation and required stock exchange filings.
SAFEs and other convertibles
SAFEs (Simple Agreements for Future Equity) have become a prevalent tool for early-stage funding in the US
and have found their way over to the UK, used particularly by US angel investors investing into UK companies
who want to use an instrument with which they are familiar. The US Team at MBM has assisted both US client
companies and UK client companies alike with negotiating and entering into SAFEs. With many of our UK start up
clients now taking in US funding via SAFEs, we have assisted with reconciling the US investor terms in SAFEs with
UK company law requirements and liaising with US investors and their legal teams to make sure both sides of
such transactions are aligned. In addition to SAFEs, our US Team also regularly advises on other, more traditional
forms of convertible investments to or from the US, including convertible loan notes and warrants.
US INVESTMENT
ENTREPRENEURIAL BUSINESS LAWYERS
MBM’s US Team regularly advises on US M&A transactions, whether they involve selling a UK business to a US
buyer or the acquisition of a US business by a UK buyer. Our US Team has extensive experience with various
deal structures including share purchases and sales, asset purchases and sales and merger transactions, and
our capabilities include drafting and negotiating appropriate purchase agreements and ancillary transaction
documents, conducting or assisting with due diligence reviews and overall transaction management from entry
into a letter of intent through completion. Representative US M&A transactions on which MBM’s US Team has
advised include the following:
Redbud Media
Limited
Sale to
US Buyer,
SourcePoint
Chilli Connect
Sale to US
acquirer,
Unity
Technologies
Safe Obstetrics
Sale to
US acquirer,
Cooper Surgical
US M&A
Biomage
Sale to US
acquirer
Intuitus
Sale to US listed
acquirer,
Endava plc
Phoenix
Broadband
Sale to US
acquirer
Evotix
Sale to US
acquirer,
SAI360
Squint/Opera
Sale to US
digital agency,
Journey
Tag Games
Sale to US acquirer,
Scopely
Daxtra Technologies
Sale to US acquirer,
Strattam Capital
Roylance Stability
Storage
Sale to US acquirer,
Infinity Biologix LLC
E4Enable
Sale to US
acquirer,
Richardson Sales
Performance
ENTREPRENEURIAL BUSINESS LAWYERS
We’d been looking at employing a sales person in the States and wanted to understand what the options
were for a small Scottish company hiring an American employee, so we contacted our account manager at
Scottish Enterprise. My conversation with Tracey was absolutely fantastic. She explained in great detail all
the things we ought to be thinking about and whether it made sense to have the candidate employed as
part of the UK company or whether we should incorporate a sub-company in the US, and what the legal
implications of either route would be. It was really useful stuff.
Blackford Analysis
We loved working with you. You made a complicated and potentially stressful sale fun, and your knowledge
and experience made us feel like we had someone we could really trust in control. We feel we definitely had
the right team on our side with you guys.
CEO on completion of sale to US buyer
The MBM team led by Tracey Ginn did a great job of advising us on the sale of our tech business to a large US
corporate in our industry. The transaction was on US legal terms and having Tracey’s US legal expertise was a
huge advantage. MBM worked hard, were knowledgeable and efficient and managed the different interests
of our various investors well. The deal was closed in a short time frame and MBM stayed focused on delivering
the closing on time. MBM were a pleasure to work with throughout the sale process.
Chilli Connect
‘‘
‘‘
‘‘
WHAT OUR CLIENTS SAY
Thank you for your hard work on this complex deal. It was wonderful working with you and the MBM team. I’m
not saying that because of the pleasant accents. It’s because of the brilliant, collaborative problem-solving
demonstrated throughout the process. You know how to get deals done and protect the client at the same
time.
Bob Fiorella, Seapoint Business Advisors
‘‘
ENTREPRENEURIAL BUSINESS LAWYERS
Tracey Ginn
HEAD OF CORPORATE GROUP
US & UK CORPORATE PARTNER (Admitted in California and Scotland)
T 0131 226 8232
E tracey.ginn@mbmcommercial.co.uk
Laura Donald
US & CORPORATE DIRECTOR (Admitted in California)
T 0131 357 5815
E laura.donald@mbmcommercial.co.uk
OUR TEAM
MBM’s US Team is led by US and UK Corporate Partner, Tracey Ginn. The Team includes six US attorneys with
expertise in US corporate and commercial advice including M&A, investment, employment, commercial contracts
and immigration.
In this increasingly global and mobile society, our US Team is uniquely suited to advise businesses on US
expansion – from contracts with US customers to putting “boots on the ground” to selling to a US buyer.
Contact us today to see how we can help you navigate the US market.
Alexander Lamley
US & UK CORPORATE PARTNER (Admitted in New York and Scotland)
T 0131 226 8238
E alexander.lamley@mbmcommercial.co.uk
ENTREPRENEURIAL BUSINESS LAWYERS
Michelle Bush
SENIOR US EMPLOYMENT ATTORNEY
(Admitted in Massachuesetts & Maine)
T 0131 380 0076
E michelle.bush@mbmcommercial.co.uk
OUR TEAM
MBM Commercial LLP
Suite 2, Ground Floor, Orchard Brae House
30 Queensferry Road, Edinburgh, Lothian EH4 2HS
T 0131 226 8200 F 0843 178 0723
London T 0203 096 0122
E info@mbmcommercial.co.uk
mbmcommercial.co.uk
Alexa Carrero-Haig
US ATTORNEY (Admitted in New York)
T 0131 226 8233
E alexa.carrero-haig@mbmcommercial.co.uk