Spencer West Advises on Employee Ownership Trust Transition for Culbert Ellis
Award-winning employee ownership expert Christian Wilson leads transaction enabling Employee Ownership succession for specialist law firm.
International law firm Spencer West has advised Culbert Ellis, formerly iLaw Solicitors, a UK-based corporate and commercial law firm, on the successful transfer of 100% of its ordinary share capital into a newly established Employee Ownership Trust (EOT).
Led by Christian Wilson, one of the UK’s leading employee ownership specialists, the Spencer West team provided end-to-end support on structuring, tax planning, legal documentation – including the sale and purchase agreement, Employee Ownership Trust deed, and trustee company articles – and compliance with SRA regulations including the implementation of ABS status for the firm. The transaction marks a significant step in Culbert Ellis’ strategic growth, as the firm ushers in its name change and reinforces its commitment to its innovative “one-team” culture to reward and retain talent.
The EOT structure has now been adopted by over 1600 UK companies including circa 30 law firms. The arrangement allows the former owners to sell their interest at market value on a tax incentivised basis, which in turn enables the Company to become owned in trust for all of the employees of the Company.
The transaction allows the firm’s shareholders to benefit from full capital gains tax relief under the Taxation of Chargeable Gains Act 1992 (s. 236), while eligible employees may now receive tax-free bonuses of up to £3,600 per year under ITEPA 2003 (s. 312A-I).
Importantly, all eligible staff at Culbert Ellis are now beneficiaries of the newly formed trust, giving them a stake in the firm’s future success. Profit-share distributions will be aligned with both performance and tenure, fostering stronger engagement across the business.
Christian Wilson, Corporate Partner at Spencer West, said the transition reflected the growing trend of organisations recognising the benefits of EOTs.
“Employee ownership continues to prove itself as a powerful succession route for professional services firms. There are of course the clear commercial and tax efficiencies of the EOT model, but importantly, the cultural rewards it can bring to both clients and colleagues,” Wilson said.
“It’s been a privilege to work with Culbert Ellis on this milestone. Their decision to transition to employee ownership underlines a long-term commitment to talent retention, inclusive growth and future-proofing the business.”
Mark Culbert, Co-Founder and Managing Director of Culbert Ellis, said the transition reflected the many benefits of an EOT for a modern law firm.
“We’re incredibly proud to join the growing community of employee-owned firms. With Christian and the Spencer West team guiding us throughout, the process was smooth, strategic and aligned with our values. This move strengthens our team ethos and ensures our legacy is built on shared success,” Mark said.
The transaction underscores Spencer West’s leadership in advising law firms and professional services businesses on succession through employee ownership models.
Christian is an award-winning specialist Employee Ownership Trust lawyer and is ranked a Leading Partner in Legal 500 and a Notable Practitioner in Chambers Guide to the Legal Profession. Christian has spent more than 25 years advising business owners on succession and sales.
Having led the project to take the first law firm in the UK into a model of employee ownership, Christian’s work within the Employee Ownership environment includes supporting other law firms and professional services businesses. With over 65 projects completed at a combined value of circa £450 million, Christian has supported more than 3,500 employees to become co-owners of their companies.
Christian has written for Taxation Magazine and the Law Society Management Section Magazine on EOTs.
ENDS
