Fionula Scanlan
Senior Associate - Corporate Unit
01423 566666
fionula.scanlan@raworths.co.uk
Background
Born in Ireland
Educated: De Montfort University, Leicester (LLB (hons))
Previous legal roles: Osborne Clarke (trainee and solicitor); Harrowells LLP (solicitor) and Clariant Services Limited (in-house solicitor/assistant company secretary)
Previously trained and worked as a newspaper journalist.
Legal specialisation
Fionula is an experienced company and commercial lawyer. Fionula advises business and not-for profit clients on a variety of non-contentious aspects of their businesses/operations. Fionula’s particular areas of expertise include business and share sales and acquisitions and commercial contracts.
Experience
Matters Fionula advises upon include the following:
- business structures
- mergers, acquisitions, demergers and disposals
- partnership agreements
- shareholders agreements
- raising finance
- employee incentives
- standard terms of business
- agency and distribution contracts
- e-commerce contracts
In conversation
What is the key to getting a business ready for a sale ?
I tend to advise business clients to keep their house in order from day one and, provided that they operate on that basis, subject to some ‘tweaks’ the business will always be ready for a sale. For a business that has not been run in quite as orderly a fashion as it might have, the key to preparing it for a sale is to ensure that all records of the business (whether it be accounting records, statutory books, assets registers, or the contracts register) are in order, so that when the due diligence process kicks off the vast majority of the purchaser’s queries can be answered without too much panic.
What are the characteristics of a deal which is likely to fall apart ?
In my experience, the principal characteristic is lack of agreement on the fundamental issues. If by the time solicitors are instructed issues such as the price and how it is to be paid, what is being bought/sold and how the deal is to be structured have not been agreed there is a significant risk that the transaction not proceed. Other characteristics include reluctant sellers, unconfirmed funding and nervous or inexperienced buyers.
Can you help with sourcing the finance required for an acquisition ?
Yes as we have a wealth of experience of advising businesses in the Harrogate area and have many contacts, both in banking and in the private investment sphere, who we can introduce to clients.
What is the most unusual transaction you have been involved with ?
The sale by a multinational company of a group of mainly dormant companies where the purchaser’s sole interest was in acquiring a particular indemnity relating to a piece of land owned by one of the companies. I acted for the multinational, which was delighted to divest itself of the group of companies, not least because the purchaser carried out a very limited due diligence exercise and very limited warranties were given.
Have you always been a lawyer ?
No. When I finished school, I trained and worked as a newspaper journalist. Working on a provincial newspaper in Ireland meant that I covered everything from criminal court cases in remote court houses to presidential elections – a truly unique experience! I also spent a number of years working as a corporate governance analyst and as a commercial insurance broker in London. I have fond memories of ‘touting’ potential multi-million pound tax liabilities to underwriters at Lloyds in between presentations on warranty and indemnity products, but, on balance, I think I am happier as a lawyer.
What was it like to work as an in-house lawyer ?
Fundamentally, it was the same as working in private practice, save that I had direct access to the client and they had direct access to me. However, the fact that I was operating from within the business meant that I was privy to more information about the business, its strategy, and the market within which it operated than the external lawyers. In some circumstances this ‘inside knowledge’ enables the in-house lawyer to provide more clear cut advice than might be possible for external lawyers, which is a real boon. The downside to this is that, if they are not careful, in-house lawyers can unwittingly get embroiled in the politics of the organisation.
