- A message
- from
- Garfield Smith
We are very proud to be celebrating the firm’s eighth birthday this month. What a year it has been since our last birthday, particularly for our mergers and acquisitions and investment lawyers. Highlights of the last twelve months in this area have been advising the World Bureau of Metal Statistics in their sale by auction to the London Stock Exchange Group, advising the shareholders of Graphyte on its sale to Israeli based Optimove and advising MiQ Digital on its purchase of of Airgrid. All very exciting corporate deals in a wide range of technology sectors.
We have distilled our recent experience of share sales and purchases into an enlightening insight article on the legal issues that can arise from different payment structures. Further details later in this newsletter.
On the investment side, we have been busy too. We are really pleased to have advised BeyondMath on its first funding round. Beyond Math is an amazing AI business that simulates and models real world physics. It’s a business that is going to do really well. There's a special feature on Beyond Math below.
Our commercial team have been busy too and we are particularly proud of the continued support we are providing to W’air, the manufacturer of an innovative sustainable clothing care system. W’air have recently opened a new store in Westfield, Shepherd’s Bush. You can find more details about W’air’s patented cleaning product, their new store in Westfield and how we’ve supported them in this newsletter too.
It hasn’t all been hard work. We are absolutely delighted to support our client Glasswall’s fast-driving, hard-racing CFO, Steve Roberts, in his Glasswall sponsored Porsche Cayman GT4. Scroll down to find out more about Steve’s success in his Glasswall sponsored Porsche.
Finally, I am proud to say that we are continuing to put a great deal of effort into our charitable and pro bono initiatives. We recently supported the fund raising efforts of Richard Uff who handles our corporate banking requirements at HSBC. You can find out more about why Richard Uff is supporting our chosen cancer charity, the Royal Marsden, later in this update.
With such a busy twelve months (our most successful year since I started the firm in 2015) I am very conscious that we may not have been in touch as much as we ought to have been. If you haven’t spoken to me or any of the other lawyers at the firm recently, please do get in touch. We’d love to hear from you.
Warmest wishes,
Garfield Smith
Deal Update
Beyond Math
We recently advised BeyondMath on its raise of nearly £1.5 million from an international group of investors comprising four funds. The investment was led by Californian-based mobility specialist, UP Partners. Also contributing were Budapest-based Garvey Asset Management, Creator Fund and ExFi (which supports ex-Google founders from across EMEA) as well as an angel investor.
BeyondMath’s groundbreaking AI technology is innovating the physics simulation space by harnessing predictive 3D solutions utilising machine learning. Their computational technology can be used to simulate fluid dynamics in seconds compared to minutes or hours currently spent building models. BeyondMath’s technology has the potential to revolutionise the way dynamics are modelled in automobiles, aerospace and product design.
Darren Garvey, co-founder of BeyondMath, said:
“We are delighted to be embarking on this next step in our BeyondMath journey. As neither Alan nor I have had experience of third-party investment, we relied heavily on the team at Garfield Smith in order to bring our first funding round to a successful conclusion. The legal advice from Garfield Smith was extremely commercially focused, which gave us the business confidence to drive the investment forward.”
We have extensive experience in acting on investments into early stage companies whether it be for family offices, traditional or venture capital funds or other private equity vehicles.
Client Focus
W’air
The accelerating climate crisis has propelled the issue of sustainability into almost every aspect of our lives so we love continuing to support a new technology product that has sustainability at its core.
The W’air 3-in-1 sustainable clothing care system was developed with patented hydrodynamic technology that harnesses the power of micronized water particles and detergent to effectively remove stains, dirt and bacteria, leaving fabrics fresh and fragrant. Compared to conventional washing machines, W’air uses 99% less water and up to 77% less detergent. The system has launched as an exclusive high street partnership with Selfridges as part of the stores #projectearth collection and recently opened a ‘Sneaker Laundry’ in Westfield, Shepherd’s Bush. The product is also available on wair4home.com.
Jonathan Hewlett, W’air chief executive, said:
“It has been great to work with Garfield and his team. They have continued to advise us on a whole spectrum of legal corporate and commercial issues that we have faced in launching our innovative product and building our retail and B2B businesses.”
Jonathan and the team at W’air are extremely focussed and great fun to work with. We are sure the W’air system will pioneer a new sustainable approach to fabric cleaning.
We love working with early stage companies developing emerging technology. We particularly enjoy working in the sustainable technology and technology for good sectors. We are also building a reputation for expertise in AI, biometrics, computer vision and haptics.
Other News
Glasswall’s Porsche
Many of you will know that Garfield has a passion for motor sport and, specifically, a love of fast German cars. We are, therefore, very pleased to support Glasswall’s Steve Roberts during the week with legal advice (in his role as CFO of Glasswall, the cyber security technology provider) and also at the occasional weekend, cheering him on as the driver of Porsche Cayman 718 GT4 in the official Porsche Sprint Challenge GB championship.
Steve did amazingly well in his first season of the series last year, finishing third overall. This season Steve is leading the series after only two race weekends and six rounds. We are very excited to follow his progress this year too and hope to get along to one or two of his races.
Glasswall are the lead sponsor of Steve’s car. Glasswall are a zero-trust file security company providing market-leading content disarm and reconstruction technology to governments and commercial organisations alike. You can learn more about Glasswall here. We all think that the Porsche Cayman GT4 looks stunning in the Glasswall livery. Nevertheless, Steve says that other partnership opportunities are available for the remainder of the 2023 season and beyond. If your business would like to partner with the lightning fast, race winning, cyber security technology CFO, please contact Steve directly.
We specialise in advising on cyber security issues including all aspects of data privacy compliance; from regulatory notifications to business-wide audits. The scope of our work includes advising on the handling of cyber security incidents and data breaches including data loss, computer hacking and employee fraud.
Insight
Consideration in Share Deals
When you sell the shares in your business or buy shares in another company, the return, or in legal terms, the ‘consideration’ that you receive (or if you are the buyer, the price that you pay) for the shares is most likely to be in the form of cash. However, the share sale and purchase consideration may also include an earn-out, share-for-share exchanges or loan notes.
We have put together an insight article that considers the advantages and disadvantages of each form of consideration on a share sale and purchase and the commercial and legal issues associated with each.
Other news
The Royal Marsden
As part of our charitable and pro bono initiative, we have supported the Royal Marsden Cancer Charity for a number of years. The Charity raises money for the Royal Marsden Hospital which opened in 1851 as the world’s first hospital dedicated to cancer diagnosis, treatment, research and education.
We are very proud to support Richard Uff, who handled our corporate banking requirements, with his fundraising efforts for the Royal Marsden Cancer Charity.
As Richard explains:
“My son Emerson was diagnosed with cancer earlier this year something very sudden and heartbreaking to deal with. His journey so far has been nothing short of incredible for someone so young but he has taken it in his stride and continues to get stronger day by day. He is now on the first stage of recovery after initial chemotherapy, followed by surgery with a further course of chemotherapy to start shortly. The support he has received from the NHS including the Royal Marsden team has been amazing. I have therefore decided to shave my head for this amazing charity and many of you know that this will be a big deal for me but it is the least I can do to try and raise some money for all the children who may have to go through this journey now or in the future.”
If you would also like to support Richard’s fundraising activities, you can make a donation through the Just Giving website by clicking on the "Donate here" button.
What We Do
Technology Transactions
Our experience of commercial technology transactions, supporting our clients to buy, sell or otherwise exploit technology, is second to none. In the last eight years, we have successfully negotiated thousands of transactions for our clients with a combined value of over $10 billion. From creating contracts for a start-up for the first licensing of its software to assisting a FTSE 100 company purchase a new technology platform.