Case Study: Helping Edge Public Solutions Transition to Employee Ownership Trust

This project involved the incorporation of a new employee owned trust company (EOT) which was used as the vehicle to buy and hold all the ordinary shares in Edge Public Solutions Limited (Company) on trust for the benefit of the employees of the Company, providing indirect employee ownership of the Company.

We acted for the EOT and assisted the client with the incorporation of the EOT and advising on who the trustee directors should be i.e independent directors, employee directors etc.

We also assisted in preparing the trust deed and advising the client on the terms of the trust deed including trustee’s powers and restrictions, meeting arrangements, decisions of the board / specific reserved matters, exit options if the EOT wish to sell its shares in the Company, profits and proceeds, dividends etc. We prepared an in-depth summary framework setting out the steps involved and the timeline and using a decision matrix, previously established by mlplaw, to guide the client through the process and options of the terms of the trust deed. The lead partner for the incorporation of the EOT and establishment of the trust terms was led by our managing partner Stephen Attree with Ella Coverley (solicitor) assisting.

Following the establishment of the EOT and trust terms, we then assisted the Company in the sale of the ordinary shares from the Company to the EOT. This was led by our corporate partner Rachel Owen with Max McGenity (Solicitor) assisting.  We advised the clients on the structure of the sale of the shares along with advising on the warranties and liabilities for the selling shareholders.

Start date – November 2023, End Date – February 2024, the value of the EOT conversion – £3 million

Please read the testimonial from Jim Aspin, Edge Public Solutions Managing Director:

“When we decided that we would convert our business to an EOT model, we were unsure of what to expect or what would be involved in the process. Having worked with mlplaw over a number of years, we reached out to Stephen and his team.  They were exceptional at making things very easy and very clear for us to understand and talking us through the whole process. We were involved at every step and mlplaw helped us in navigating what is a truly unique transaction. The implementation of the EOT structure means that Edge Public Solutions can now continue to grow well into the future, strengthen the long-term ethos of the company and provide our dedicated employees with a voice and control over the future direction of the company.”