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Trowers advises Royal Borough on trading company share acquisition

Trowers & Hamlins has advised the Royal Borough of Windsor & Maidenhead on its acquisition of shares in the Optalis Group, a local authority trading company, from Wokingham Borough Council.

As part of the acquisition the law firm advised on the corporate arrangements and structuring including a shareholders’ agreement between the two councils to regulate how the business would be managed and to establish operational and governance protocols and procedures.

This also involved the drafting and negotiating of the business transfer agreement and advising on related tax and property matters including occupation rights once the business had been vested in Optalis.

At the same time as it took part ownership of the Optalis Group, the Royal Borough also transferred its adult social care division to Optalis as well as TUPE-transferring its employees engaged in provided adult social care.

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“This enabled the new business to increase its offering with services being provided by a larger staff base who can share their knowledge and expertise,” Trowers said.

The firm advised on Optalis's status as a 'joint Teckal' entity for the purpose of the Public Contracts Regulations 2015, and also drafted a further support services agreement under which Optalis could rely upon certain 'buy-back' services from the Royal Borough for a transitional period in order to provide for the smoothest handover of the social care function.

Partner Helen Randall, who led on the deal for Trowers, said: "This multifaceted deal required us to draw on areas of expertise from across the entire firm. This acquisition is exciting as it involved a complete transformation of the business and we look forward to seeing how it progresses."

The Trowers team acting included partner Tim Nye, associate Jon Baldwin and solicitor Victoria Smithers.

Cllr David Coppinger, cabinet member for adult services at the Royal Borough, said: “The transfer of our adults social care staff and services into Optalis has been seamless and we’re grateful to everyone, including Trowers & Hamlins, for making this such a success.”

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