Powered by Lexis+®
Jurisdiction(s):
United Kingdom
CASE STUDY

“We have to become more agile as our clients' expectations and requirements change. The only thing we know is that tomorrow is going to be different and we must be prepared. With LexisNexis, I feel more confident of that we're ready every time.”

Wolverhampton County Council

Access all documents on Later stage finance

Later stage finance meaning

What does Later stage finance mean?
Later stage finance describes capital provided mainly by private equity and growth equity investors to established, mid-market companies that are breaking even or trading profitably. It funds strategic initiatives such as expansion and roll-outs, bolt-on acquisitions, recapitalisations, working capital, pre-IPO positioning, and management buyouts or buy-ins, including secondary buy-outs. The expression is a market term rather than one defined by legislation or case law, and is used consistently across England and Wales, Scotland, Northern Ireland and Ireland. Structures commonly involve minority or majority equity (ordinary and preference shares) often combined with mezzanine or subordinated debt, loan notes or convertible instruments. Key legal features include comprehensive due diligence; investment and shareholders' agreements; warranties and indemnities; information, veto and consent rights; financial covenants; anti-dilution and preference mechanics; security where debt is used; and negotiated exit rights (trade sale, IPO or secondary). In practice it is distinguished from early-stage venture capital by the target's operating history, visibility of cash flows and scale-up or acquisition agenda. Documentation and governance are typically aligned with the Companies Act 2006 (UK) or Companies Act 2014 (Ireland), the Takeover Code where relevant, and FCA/CBI regulatory considerations for authorised managers.
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

View the related News about Later stage finance

NEWS
FCA’s BNPL (DPC) regime: scope, CCA disapplication, Temporary Permissions Regime, SM&CR, financial promotions, section 75, and unresolved issues before UK rules commence by end‑2026

The government has also tabled draft legislation in Parliament. Once the statutory instrument (SI) is approved, BNPL products will be regulated 12 months after the SI is made. Lenders should expect the framework in force by end-2026. Although the policy trajectory is set, several key points remain unresolved. Key aspects of BNPL Regime Going forward, regulated BNPL agreements will be called regulated deferred payment credit agreements—deferred payment credit, or DPC. Scope In a boost for merchants, BNPL will be regulated only where a third-party lender is involved. An anti-avoidance measure tackles reseller-style models: where a lender buys the goods and resells them as the merchant, the deal is regulated, not exempt. Most merchants offering DPC will not need FCA authorisation as credit brokers. Unauthorised merchants must have financial promotions approved by an authorised firm—usually the third-party lender, if it holds the relevant permission. The broking exclusion does not currently extend to domestic premises suppliers; this remains under review after late-stage...

Read More Right Arrow
NEWS
FCA Anti-greenwashing Rule and UK SDR: Soft-law Shortcomings, Public-sector Conflicts and Multinational Supply-chain Risks, with Proposals for Independent Verification and Director Accountability

This marks the first stage of the regulator’s climate‑related financial disclosure regime to be enforced, covering all FCA‑authorised firms, with rules on the labelling and marketing of investment products arriving later this year from July (see FCA, PS23/16: Sustainability Disclosure Requirements (SDR) and investment labels, 28 November 2023). The regime extends to regulated activities undertaken by private enterprises, listed companies and public sector bodies alike. These measures are intended to ensure that statements made by regulated entities about the sustainability credentials of supposedly green products and services are fair, clear, not misleading, and consistent with the sustainability profile of the product or service. Yet are the new rules sufficient to resolve the problem of misleading information about a company’s green credentials and its products and services? Are these anti‑greenwashing provisions anything more than a greenwashing exercise themselves? They play well in public relations, signalling that government agencies are acting to shape corporate behaviour on climate change. The problem is that, when examined more closely, they are still likely to deliver...

Read More Right Arrow
NEWS
Local government legal highlights: housing, procurement, governance, education, children’s social care, healthcare, planning and finance—key case law, legislation and guidance for the week of 16 January 2025

In this issue: Social housing Public procurement Governance Education Children’s social care Healthcare Planning Local government finance Daily and weekly news alerts New and updated content Social housing Sanctions for landlords who fail to provide ECRs to contract holders in Wales (Coastal Housing Group v Mitchell) The Divisional Court has determined that contract-holders in Wales do not owe rent unless, and until, their landlords supply them with a copy of the Electrical Condition Reports (ECRs) for their properties. This marks the first reported ruling on how the Renting Homes (Wales) Act 2016 (RH(W)A 2016) should be read, following its commencement on 1 December 2022. The Act brought sweeping reforms to Welsh landlord and tenant law, fully displacing the framework originating in the Housing Acts 1985 and 1988. Among other changes, it introduced the terms ‘occupation contract’ (i.e. tenancy agreement) and ‘contract-holder’ (i.e. tenant). It also ushered in a comprehensive set of requirements aimed...

Read More Right Arrow

View the related Practice Notes about Later stage finance

PRACTICE NOTES
UK Budget and Finance Bills and Acts: timetable, parliamentary stages, Provisional Collection of Taxes, OBR role, numbering/dating, and election-driven chronology 2016-2026

The Budget The Budget is a Parliamentary occasion where the Chancellor of the Exchequer delivers key statements on the national economy. It sets out the government’s tax intentions for the next year, and at times for later periods. Most measures due in the following tax year will already have been announced and consulted on in advance. Fresh announcements may arrive on Budget day—some, mainly anti-avoidance steps, take effect immediately. Others are scheduled to commence from a future date. The Budget also precedes the presentation of the Finance Bill to Parliament. In most years there is a single Finance Bill, though in some—such as those featuring a general election—there have been two or even three, as outlined below. Income tax and corporation tax are annual charges, so they can only be levied for a year (a tax year for income tax, or a financial year for corporation tax) where an Act of Parliament provides for them. Consequently, the government’s power to charge...

Read More Right Arrow
PRACTICE NOTES
Confidentiality agreements, term sheets and mandate letters in loan transactions: timing, syndication process and lawyers' roles and key tasks

Timing Loan transactions usually begin with the term sheet (also called heads of terms) alongside the mandate stage. In this early phase, the parties put confidentiality arrangements in place, settle the key deal terms, and clarify their respective roles. The duration of this stage can shift markedly, shaped by the deal’s nature and complexity. The level of detail in a term sheet also differs: sometimes it records only the principal commercial points, with matters such as representations and undertakings noted only briefly (eg ‘usual representations’). In other cases—particularly for specialist deals like leveraged finance—it can be highly detailed. Reaching agreement on a thorough term sheet at the outset can trim later time and cost when negotiating the loan and security documents. What happens during this stage of the transaction? The parties exchange confidential information At the very outset of a prospective deal, the parties seek to share information considered confidential and sensitive to decide whether to proceed with a potential transaction or relationship. To manage and...

Read More Right Arrow
PRACTICE NOTES
UK tax reliefs for individual investors in start-ups and early-stage companies: SEIS, EIS, VCTs, investors’ relief, interest and share loss relief, and IHT business property relief

This Practice Note outlines the principal UK tax reliefs potentially available to individuals who supply seed or venture finance to unconnected start-up and early-stage companies. These backers typically inject capital across successive funding rounds and often insist that key people active in the business also join those rounds by subscribing for shares in the company. For analysis of the tax consequences linked to shares taken up in this manner, see Practice Notes: Tax and growth capital—management shareholdings and Tax and growth capital—tax reliefs available to managers. Seed and venture capital Unquoted businesses generally need investment at each phase of their growth, from formation through to the point the enterprise is well established and profitable. Companies frequently seek backing from the private equity and venture capital sector, where external investors provide finance in exchange for an equity interest in potentially high growth companies. Large private equity funds often choose not to take a bet on start-ups or companies at the earliest stages of development, preferring instead to invest in...

Read More Right Arrow