Transitioning to Employee Ownership – the Legal Perspective

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In January 2014, software developers Computer Application Services Ltd (CAS) moved from owner management to employee ownership.  Bruce Farquhar and Bruce Harvie, from the corporate team at lawyers Anderson Strathern, advised on the process.  Here partner, Bruce Farquhar gives his views on the transaction:

“The Corporate team at Anderson Strathern work mainly with the larger end of the SME market, and although we have advised a number of cooperatives, this is our first true “employee ownership” transition.  It was an excellent deal to be part of and I would say I’m now an enthusiastic advocate for the model.

“The transaction was quite straightforward, certainly no more complicated than any other business transfer transaction.   There were two main parties to the deal, the former owners as the vendors and the employees of CASLtd as the buyers.  It was in no way an adversarial process – indeed it was very collaborative with all parties wanting what was in the best long-term interest of the company.  We also involved an accountancy firm, Johnston Carmichael, which was able to give specialist advice on the tax implications for the parties.

“Like most employee owned firms, the majority of the shareholding is held in an Employee Benefit Trust.  This Trust retains the shares for the long term and provides stability to the company.  There is also a portion of shares available to employees as options.  In this way, employees are able to see their value in the business grow as the company prospers.

“The chair and chief executive both invested in the business and this meant there was no need to source any external finance for the deal. The intention is that both chair and chief executive will sell their shares back to the employee trust in the future.

“The sale to employees was not the first intention of the vendors. They had been pursuing a trade sale which had fallen through. However, the employee ownership option provided a satisfactory exit for them as owners, and was well received by the employees of CAS.

“As an adviser, it is a model I see fitting well with the aspirations of a number of business owners. Many entrepreneurs are reluctant to see their firm in the hands of a competitor.  The grueling process of preparing a business for a trade sale can be uncomfortable for a seller.

“A sale to employees can be a much easier process. An additional attraction for the owner is that they are able to control the pace of the transaction, and can influence their role in the business going forward.  The former owners of CAS had decided they wanted to exit at the point of sale.  Many owners would prefer to remain involved in some way, perhaps in a non-executive role.  The collegiate nature of an employee ownership transaction enables the vendor to do that.

“The benefits for employees are clear.  There is continuity of employment, they have a stake in their business, and more say in how that business is run.

“We’re delighted that we are now working with another successful Scottish business making the move to employee ownership. As awareness grows, I’m confident there will be many more following suit.”

You can learn more about  CAS Ltd’s transition to employee ownership at an event hosted by CDS and CAS Ltd in Edinburgh on Thursday 3 September.

For more information or to register go to: http://bit.ly/1Vh9aUy

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