restaurants at your service
It’s all about timing You have created a unique concept. The place that customers will want to return to again and again. So what now…? The food will speak for itself, but what about protecting your brand, structuring your business and getting your venture off the ground? From start-up and funding, to roll-out and beyond, we know that timing is everything. We will tailor our service to suit your business needs. It’s our speciality. We will advise you throughout the lifecycle of your business, taking you from a big idea, to a big deal.
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Starters At the early stages of business, our specialist lawyers can guide you through the issues you will need to consider when structuring your business, raising capital, finding sites, bringing in and incentivising talent. We consider ourselves to be part of your industry and can help you meet the right people and make the right decisions.
EntrĂŠes We will help you expand through site roll-outs, further rounds of funding with debt, private equity or even a listing, through partnering with others or acquiring other businesses.
Main Course We can negotiate, prepare and advise on an extensive range of commercial contracts such as franchise, agency and distribution agreements, advertising and marketing, outsourcing agreements, software and IT, e-commerce, sponsorship, strategic alliances and further funding rounds. Whether you are talking to your customers, suppliers, service providers or other third parties, we can help turn your discussions into binding contracts, maximising their advantage and minimising your risk. Life is not always plain sailing. So whenever you need it, our dispute resolution team can step in and, if your business is facing financial challenges, our corporate restructuring team can help.
Something for afters? Considering an exit strategy or looking to move onto something new? We can provide advice on the best outcomes and ensure the process is as smooth as possible.
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Our menu of services
Corporate and Commercial Let us assemble the key ingredients for your business. You want to build a chain. You are a serial entrepreneur or perhaps it's your first venture. Our team understands the key ingredients that will help you realise your restaurant plans. Our corporate and commercial team specialise in a range of corporate transactions with particular experience in mergers and acquisitions, corporate real estate including joint ventures and special purpose vehicle (SPV) acquisitions and disposals, private equity, joint venture/shareholder agreements, corporate recovery and restructurings, acting for a range of entrepreneurial restaurant clients. We can assist with:
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Business structures, LLP and shareholder arrangements together with related funding
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Investments, due diligence and joint ventures
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Business and company acquisitions and disposals
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Corporate finance and fundraising, including private equity and venture capital transactions
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MBOs and MBIs
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Agency, distribution, franchising, licensing, management services and other commercial agreements
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Public company IPOs, mergers and takeovers, on all markets
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Company law and regulatory advice
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Tax-related advice, including EIS / SEIS and employee incentive schemes.
Employment We offer you flexible solutions, not the kitchen sink. Creating an exceptional customer experience comes down to talent. From that first bite until the next meal, it is the experience that counts. Imagine a talent force engaged in delivering your promises. We know the importance of a happy workforce, which is why we're here to advise on the key issues you need, hand crafted around your business. From setting up initial contracts to general staff management advice, we won't let your brand be susceptible to the unknowns. We keep you informed at every step, with commercial, pragmatic advice. Our restaurant-focused team of experienced employment lawyers advise on the full range of workforce related issues. We regularly counsel senior management, board level personnel and family owned businesses on a raft of HR related matters, responding to day to day ad-hoc enquiries and steering our clients successfully through HR procedures and the technical areas of UK employment law. Whether you are recruiting for your first restaurant, opening new sites or working towards public listing, our team understands the key workforce issues that are important for your business and leave you to concentrate on delighting your customers. We can assist with: ●
Employment contract and associated employment policy and handbook preparation
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Securing employee confidentiality obligations for business and brand protection
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Worker status and atypical workers’ rights advice
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National minimum wage compliance advice
Workforce rights management in redundancy and reorganisation programmes
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Disciplinary and grievance process guidance
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Capability and employee ill-health absence management
Discrimination and harassment rights advice and breach reputation management
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Board level personnel rights advice
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Pay, bonus, incentives and remuneration rights advice
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Employment Tribunal statutory claims advice, including whistleblowing claims
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Dismissal and employment termination advice, including Settlement Agreements
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Workforce impact assessment of service provider changes and/or business transfers
High Court employment terms and fiduciary rights enforcement, including injunctions.
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Immigration You source the ingredients and we will source the talent. Your restaurant brand or food concept is often only as good as the individuals who execute and display your brand. People are important and the right people are critical. We can help you in getting the right people, particularly if you are looking to bring talent in from overseas. Our specialist team of immigration advisers will work with you and your brand to secure visas for those skilled and talented individuals. From our first conversation to the grant of the actual visa, your dedicated immigration lawyer will assist you at every stage of the process. Our advisers do not work in isolation, so you can be confident that the advice you are given has taken into account key employment and tax considerations. In addition to providing traditional immigration advice regarding visas and securing talent, our team also work closely with restaurants to ensure that your brand and business is protected from any enforcement action from the Home Office. We can assist with:
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Securing Tier 1 (Entrepreneur) visas for restaurant start-ups
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Protecting your business and your brand by providing training on right to work checks and conducting audits of existing HR systems
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Preparing Tier 2 and Tier 5 sponsor licences so that your business can recruit overseas talent
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Assisting individual talent in securing their immigration visas
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Providing unique immigration support tailored to an EU workforce so as to prevent an exodus of people.
Intellectual Property Creativity has no price, but you can still protect it. We would agree that the value of your creative process can far outweigh the physical assets of running your business, and change is commonplace, especially in the world of restaurants. We will help guide you through the ever-evolving landscape and protecting your product. That leaves you to do what you do best, create a lasting impression. We advise creative, passionate entrepreneurs, inventors and owner/occupiers on a range of services. We can assist with: ●
The creation, acquisition, protection and exploitation of intellectual property
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Brand protection strategies (including what should be registered as trade marks)
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IP licensing (e.g. software licences, trade mark licences) and franchising
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Brand extensions (e.g. agreements for restaurant branded cookbooks or pasta sauces)
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Sponsorship and endorsement agreements
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IP due diligence
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IP disputes, including design right claims, copyright claims, passing off claims, domain name dispute resolution and trade mark disputes (including infringement and revocation actions)
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Data protection advice and privacy policies
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Agreements with suppliers, terms and conditions for promotions, agreements with technology providers and website terms.
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Real Estate You build the atmosphere, we’ll handle the space. From the moment you identify the perfect location until the key is in the door, our team of real estate experts will deliver a first class service. Whether building your flagship restaurant, expanding your brand or setting up your first street food concept, we will work alongside you to ensure your vision becomes reality. With over 100 lawyers in real estate, including some of the most dedicated food and beverage specialists, we are passionate about helping businesses thrive. So, while you concentrate on creating a great atmosphere and experience, we will use our experience to ensure the property strategy runs smoothly and nothing spoils the mood. We can assist with:
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Business property acquisition management and disposal
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Construction
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Disputes and litigation
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Estate management
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Lease renewals
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Planning and environment.
Tax For clarity and guidance, here’s an appetising approach. Our dedicated tax team offers an all encompassing tax advisory service for restaurateurs, business owners and private clients. Tax can be complicated, but we aim to give advice in a clear, easily digestible and cost effective way, which helps to ensure our clients have the understanding and support they need to manage their tax issues. The team consists of highly professional and experienced tax lawyers and qualified Chartered Tax Advisers. It includes the a member of the Chartered Institute of Taxation’s Property Taxes SubCommittee, the Stamp Taxes Practitioners’ Group and HMRC working groups. We have the technical expertise, ability and know-how to guide and protect you across all your tax requirements. We can assist with: ●
Numerous company/business transactions, both buying, selling and restructuring companies and businesses, including advice and support in drafting and negotiating tax documentation
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The design and implementation of employee share incentive arrangements, including Enterprise Management Incentive share options
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The tax aspects of fund raising for businesses, including through the Enterprise Investment Scheme and Venture Capital Trusts
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Disputes with HMRC (e.g. the correct VAT classification over the sale of ice cream)
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Personal and corporate tax advice for overseas owner/operators for restaurant businesses
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Succession planning for family businesses.
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Dispute Resolution We’ll clear the way for your rave reviews. We see ourselves as your advisers, from day one. Our dispute resolution team provides a comprehensive range of litigation and dispute resolution services to clients in the restaurant sector. It's advice when you need it. We can help navigate the way across the full spectrum of commercial issues in this sector, including joint ventures, director and shareholder disputes, partnership disputes, civil fraud, insolvency and international cross-border litigation. For expert property issues, our real estate litigators will be your trusted advisers working with you to identify risks early in transactions to avoid litigation. Our approach is to reduce your risk of litigation, not draw you to it; that is our signature dish. We can help with a number of services to leave to you get on with business as usual. We can assist with:
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Alternative dispute resolution
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Libel, defamation and reputation management
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Appellate
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Arbitration
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Mediation
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Business crime
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Multi-jurisdictional and international/cross-border litigation
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Commercial litigation
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Personal injury and clinical negligence
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Copyright/trade mark and other IP litigation
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Creditor recovery and insolvency
Privy Council European Court of Human Rights
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Directors’ duties
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Professional negligence
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Emergency action
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Real estate litigation
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Fraud
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Trusts and pensions litigation.
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Judicial review
Recent work ●
Advising Bay Capital and Alan Yau on numerous restaurant acquisitions and joint ventures
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Advising Tom Aikens Restaurant Group on a group reorganisation
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Advising overseas investors on the acquisition of the Scalini restaurant
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Advising the founders of Bird restaurant on its funding and set up
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Advising a national restaurant group with over 300 restaurants on its national distribution arrangements
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Advising on the AIM IPO of Comptoir Group
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Advising the business owner of Petare Ltd, a Venezuelan street food operator
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Advising a start-up brand on the immigration requirements for recruiting head chefs
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Protecting a well-known high street brand from reputational damage as a result of a Home Office raid
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Providing EU workshops to high street brands who are concerned about their staff's well-being
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Advising international restaurateurs (Sushi Samba Brands) on the acquisition of their innovative street market concept in Almacantar's redevelopment of the iconic Centrepoint in Tottenham Court Road, Central London
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Advising Granger & Co. (Bill Granger) on their acquisitions across central London, including Derwent London's Buckley Building in Clerkenwell Green, Argent's development in King's Cross and Cadogan Estates artisan food and drink street, Pavilion Road
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Advising premium casual dining brand Carluccio's on over 20 restaurants as part of their ongoing expansion programme and existing real estate needs
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Advising PattyNBun on their diverse mix of restaurant sites, to help their rapid growth from fledgling brand to seven sites and beyond
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Acting for investors in a restaurant chain in a dispute with the board of directors as to the value of shares
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Advising a leading restaurant chain on a professional negligence claim against their solicitors arising from rent review provisions in a lease
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Advising a leading restaurant group on obtaining a landlord's licence to assign approximately 200 outlets in the context of a company voluntary arrangement
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Advising a restaurant chain on a claim for fees from a public relations agency formerly instructed by the chain.
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Our clients Alan Yau
Notes: Music & Coffee
Aqua Restaurant Group
Patara
Belpassi Bros
Patty&Bun
Bill Granger (Granger & Co)
Pizza Hut
Bird
Pizza Pilgrims
Busaba Eathai
Porky’s BBQ
Butcher & Grill
Healthy Retail Ltd (Pure)
Carluccio’s
Samba Brands (Sushi Samba and Duck & Waffle)
Hummingbird Bakery Grab Thai Greyhound Cafe Joe & The Juice L’Osteria Lola’s Cupcakes Le Pain Quotidien
No.1 London Bridge London SE1 9BG DX 144370 Southwark 4 Tel: +44 (0)20 3755 6000 Fax: +44 (0)20 3650 7000 www.howardkennedy.com
Sano Scarpetta Sushi Shop Tortilla Vagabond Wines Vapiano
Key contact Adam Walford Partner: Head of Restaurants T: +44 (0)20 3755 5756 E: adam.walford@howardkennedy.com