Robin Hartley

Robin is one of the UK’s most experienced employee ownership specialists having advised on the sale of businesses with a combined value of £500m to employee ownership trusts (EOTs) and having advised on all aspects of employee ownership for 16 years.

His career spanning Magic Circle, Big-4 accountancy and a leading City law firm’s tax team has equipped him to help with the challenges faced by clients on their journey to employee ownership. Robin’s experience of trade sales, management and private equity buyouts helps owners make informed decisions when deciding on whether a sale into employee ownership is right for their business.

Starting with financial planning and feasibility analysis, Robin’s banking and Big-4 financial services experience ensures accurate financial modelling and that a balance is struck between fair reward to the sellers, employee motivation and a business’s financial needs. Depending on circumstances this can include the use of third-party debt, different forms of security, various tranches of vendor debt, varying interest rates, equity kickers, retaining equity and consideration deferral.

Work highlights include advising:

• A pioneering engineering firm in the North of England to prepare for an EOT. This included an incentive scheme to focus management on achieving rapid growth and maximising value for the owner and employees prior to the sale.
• An award-winning design firm ham-strung by shareholder disputes and an over-complicated company constitution and shareholding structure. The client said that "after rounds of other legal advisors couldn't break the deadlock, Robin was the first lawyer to propose an equitable and practical solution without triggering onerous tax charges". Robin helped to resolve disputes over the shareholders agreement and restructured the group ensuring that it was in the best shape to move to employee ownership. He also advised on the implementation of the EOT.
• A leading building services firm which had unfortunately become embroiled in problematic tax planning. Experience of trusts, tax law and valuation was used to negotiate a settlement with HMRC eliminating a large question mark over the business's value. Robin went on to advise on the transition to an EOT, a substantial fundraising round and a broad-based employee incentive scheme.
• A range of regulated business on seeking approval from the relevant regulator, including those in financial services, professional services and national security.