Case Study
HHMC closes with Aspect Legal
As a principal of HHMC, guiding both public and private recruitment agencies through acquisition and exit
assignments, Richard Hayward has worked extensively with his fair share of legal representatives. He continues to
be drawn to Aspect Legal not only to represent his own business, but to offer and recommend its counsel to his
clients as they progress through equity transactions.
“Given the commercial arrangements I am involved in, my work often ends up in contract somewhere. So I tend to
interact with a range of lawyers – from large legal firms to independent lawyers.”
According to Richard, being the lawyer involved in Merger and Acquisitions (M&A), whether representing the buyer
or seller, requires a particular approach.
“Firstly, no-one is being sued. M&A transactions are something that both parties want to do. We already have
a common outcome. Price is usually already structured.”
Richard was impressed when he was introduced to
Aspect Legal, for its down to earth and
pragmatic approach.
“Aspect Legal takes a very ‘commercial’ approach. They
are not unnecessarily adversarial, and focussed on finding
outcomes that make sense for both parties, and as soon
as possible.”
Richard has learnt from experience that this approach is
not something that should taken for granted.
“I’ve seen deals, some of which i’ve been involved in,
where the legal representation has taken such an
adversarial approach, that the lawyers could no longer
deal with each other, and put deal with each other, and
put deals at risk.”
Richard was impressed
when he was introduced to
Aspect Legal, for its down
to earth and pragmatic
approach.
Aspect Legal came in as the new legal counsel, and their approach was to focus on
closing the deal in a way that worked for both parties.
About 80% of recruitment companies have less than 30 people, which in considered a small business. Hence in
most M&As in the field, at least one party is a small business. Based on Richard’s extensive experience in
representing both the potential buyer and seller in M&A transactions, Aspect Legal’s understanding and empathy
towards small business has also been hugely valuable, regardless of whether his client was a small or a
large business.
Aspect Legal gives good
honest commercially focussed advice. They focus
addressing all the potential questions within the
contracts, but help clients
to put them into
perspective.
“Small business mentality is important. There is absolutely
a different way of seeing the world when you are small
business. Some lawyers come out of big firms with big
clients and don’t understand the world of a
small business.”
“On top of that, there is often at least one company
involved that is new to the M&A trade. Most people
don’t sell their companies more that once, so they are not
sophisticated sellers, and don’t have much experience in
M&A and what’s involved.”
One of the common traps that companies fall in to during
the negotiations is the amount of time arguing over
minor clauses that are out of proportion to its importance
in the overall contact.
“Often a contract negotiation can drag on over long
periods of time, sometimes very very minor things are
blown out of proportion,” said Richard. “Then things have
to be escalated.”
“Stress builds when contracts are prolonged, and we don’t want it to fall over. Aspect Legal gives good honest
commercially focussed advice. They focus on addressing all the potential questions within the contracts, but
help clients to put them into perceptive.”
“They understands it’s important to get an outcome
everyone’s happy with, without dragging it out and
losing momentum.”
Aspect has also build their understanding of the
recruitment industry, to be able to support HHMC’s
industry focus.
Recruitment can be an unusual industry. Because you are
selling a service, not selling a product, the understanding
of costs and terms can be somewhat blurred to someone
who does not know it.” said Richard.
Whilst Aspect Legal did not start as an specialist in this
area, they have taken time to better understand it in
order to provide strong advice.
“Our role as legal counsel is
to minimise the stress, and
capitalise on the fact that
everyone actually wants the
same thing, the deal to
close”
Joanna Oakey, Director at Aspect Legal, approaches her M&A assignments
differently, and agrees that M&As require a particular style.
Aspect Legal are
professional and provide
good honest advice, a
“down to earth” pragmatic
approach with a nice
personality to boot. I can’t
ask for more than that.
“There’s a lot a stake with an M&A, and it’s not
just financial,” says Joanna. “By the time, legal counsel gets
involved, the people involved in the M&A have already invested a significant amount of time, energy
and emotion into the deal.
“Our role as legal counsel is to minimise the stress, and
capitalise on the fact that everyone actually wants the
same thing, the deal to close.”
Richard believes that having great legal counsel ready
helps to his clients at ease early in the deal.
“At the end of the day, in my world, both parties want the
deal to finish well. We want positive outcomes. We don’t
want it to fall over. Aspect Legal are professional and
provide good honest advice, a “down to earth” pragmatic
approach with a nice personality to boot, I can’t ask for more than that”
