Malcolm is head of the corporate department. He takes founders, management teams and companies through all stages of the corporate lifecycle – start-up, funding rounds, buy and build, trade sale and IPO. He has substantial experience in negotiating and drafting contracts for all stages of R&D, manufacturing, distribution and sale, frequently for substantial companies and international groups.
Clients include companies at all stages of their development, and from across the spectrum of investors and investees. Examples are:
- International groups – creation and acquisition of UK subsidiaries, establishing distribution arrangements in UK and Europe.
- Mature companies – growth by acquisition (eg Internet, Telecomms, and Publishing sectors), trade sales, exit sales, MBOs and MBIs, flotation on AIM.
- Growing companies – structuring companies to accommodate the requirements of executive shareholders and investors, VC, bank and trade funding arrangements, share option schemes to attract retain and motivate highly qualified workforces, designing share market arrangements, joint ventures.
- Inventors, entrepreneurs and early stage companies – counseling and guiding the emerging company and its founders. Documentation for fundraising, investment agreements, share structures, loan finance.
- Business angels and investors – due diligence, reconciling competing interests in IP, structuring the investment, non-exec director appointments, designing exit routes, investment agreements.
Malcolm has worked with companies across many sectors; the following are particular specialisms:
- Publishing – buy and sell lists for scientific and medical journal publishers, buy and sell publishing companies (UK and international), publishing agreements, advice on copyrights ranging from ballets to celebrity diaries, territorial distribution agreements, book packaging agreements, digital rights agreements – CD/DVD and online.
- Healthcare and pharmaceutical – developed standard documentation for medical device research studies in NHS trusts, negotiated and drafted contracts for commercialisation of medical inventions, contracts between Universities, inventors and NHS Trusts relating to drug discovery, research agreements, research funding agreements, drug development and manufacturing contracts, distribution and agency contracts for pharmaceutical and medical device products, tendering and selling to the NHS.
- Software and IT – Malcolm has acted for software developers throughout his career. Contracts for development, maintenance and distribution of software, including chemical structure database and search, air freight industry and HMRC co-ordination, supply chain management, process control, vehicle fleet management. Contract for the design and supply of IT system for drug manufacturing audit information (an early instance of terabyte storage in the 1980s)
- Research/analyst consultancies – Contracts with UK and overseas Government Departments and Agencies for research projects to help target aid and funding, contracts for consultancy to the pharmaceutical industry (pharmacoeconomic, regulatory, etc), copyright and service issues in business information analysis and consultancy. Contracts with leading financial institutions for benchmarking overheads expenditure by use of proprietary statistical methodology. Companies in the research sector are characterised by the high academic qualification of their personnel and Malcolm has helped such companies design and implement share strategies for staff development, involvement and retention.
- Telecommunications and internet – PBX and VOIP telephone systems supply and maintenance contracts, pager operation contracts, satellite TV network installation and maintenance agreements, buy and build maintenance customer bases, buy and sell lists of ISP subscribers, ISP service level agreements.
- Environment and recycling - assisting company promoting high temperature/low CO2 incineration system, contracts for development, manufacture and distribution of patented nitrous oxide reduction system and other vehicle exhaust emission reduction products
Malcolm trained at Walker Martineau, qualifying in 1975. He joined Henmans in 1980, becoming a partner in 1983, and has been head of the corporate and commercial team since 1990. Malcolm was one of the founder directors of the Local Enterprise Agency in the 1980s and is a member of the Society for Computers and Law. He is a keen musician and has served as a trustee of several musical charities.