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Marlow: Moorcrofts advises on recruitment firm's corporate reorganisation

By Dan Teuton
9 February 2018

Law firm Moorcrofts was instructed by leading recruitment firm and recruitment software provider Endorsed Group on a multi-million-pound corporate reorganisation and merger of the Chapman Black and Elliot Browne Groups.

Chapman Black is an award-winning recruitment company and recruitment software provider which covers the UK, US and EU markets with a particular specialism in software, digital, analytics, engineering, executive, operations and supply chain.

The reorganisation involved the interposition of a new holding company, Endorsed Group, which brought together 10 associated companies, including Elliott Browne International which is a global leader within Microsoft and Business Intelligence Technologies and Endorsed Technologies, a leading recruitment software provider, into one group.

The transaction involved business transfers, share exchange arrangements, the transfer of intellectual property and assets, the creation of a bespoke and performance led employee share scheme and the creation of new tracker shares in the holding company to facilitate complex capital sharing arrangements. Moorcrofts, based at Marlow, also worked closely with lawyers in the US and Germany to transfer the US and German subsidiaries to the group. 

Teri Hunter, corporate partner, led the transaction with support from Will Pearce, senior corporate solicitor, Kierendeep Sahota, corporate solicitor, and Katie Osborne, commercial and IP solicitor.

As a result of the merger, the group has been streamlined and now benefits from greater efficiency and each company within the group shares common processes and philosophies. In addition, the employee and shareholder interests are aligned in a bespoke capital sharing scheme.

Ezra Chapman, CEO of the new enlarged Endorsed Group, said: “We chose Moorcrofts to act for us because we wanted experts in corporate law coupled with intricate knowledge of corporate structures and share schemes and they didn’t fail to achieve our aims. The team were outstanding. Teri and the team were commercially astute, proactive and kept us informed at every single stage of the reorganisation. We would highly recommend Moorcrofts.”

Teri Hunter said: “We are delighted to have advised Endorsed, Chapman Black and Elliot Browne on this complex reorganisation as they continue to grow their position in the recruitment and recruitment software market. We wish the new enlarged Endorsed group and its shareholders the best of luck in the future.” 

The Endorsed Group was also advised on the transaction by tax advisers Nunn Hayward, which was led by partner Simon Dodd.

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