Corporate Legal - commercial lawyers with offices in Southampton and the Isle of Wight

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Our services

The firm services the full range of corporate, commercial and business needs of clients which comprise small owner managed businesses, private companies, partnerships and financial intermediaries.

Practice areas include:

(click on headings for more details, Internet Explorer only)

  1. General start-up advice
    • Before you begin trading you will need to decide which legal structure will best suit your business.

      Possible structures are:

      Sole trader
      Partnership
      Limited liability partnership
      Limited liability company
      Limited company
      Co-operative

      The most suitable structure for you will depend on your personal circumstances and the project you have in mind. Your decision will affect the way you are taxed, how much tax and National Insurance you pay whether you are personally liable for the debts of the business and many other legal matters. You should consider a range of issues when deciding which of these will be best for your new business, including administration, the image of the business, legal requirements and financial issues.
      Get professional advice from Corporate Legal before you begin trading.
      Do not underestimate the importance of legal compliance, you could face prosecution or your business may be closed down if you fail to have the necessary documentation in place.
       
  2. Shareholders Agreements
    • If you have decided to incorporate into a limited company one of the most important things which you should be considering is a shareholders agreement.

      Shareholders agreements are private arrangements between the shareholders in a company. They are designed to avoid future misunderstandings and problems running the business.

      Shareholders agreements usually deal with the following main issues:

      What each shareholder brings to the business;
      How the business will be run;
      What happens if one of the shareholders leaves for any reason and how a shareholder can retire in a way that gives the others a chance of buying the retiring shareholders shares

      Shareholders can create a shareholders agreement at any time. It is best to get one executed at an early stage as the chances are relationships are such that agreement is not too difficult - often not so when a dispute arises. Sensible mechanisms for resolving disputes can be included and often save huge amounts of time and legal costs later.

       
  3. Terms and Conditions of Business
    • How do you deal with bad debtors?

      There are many questions to be asked about non- payment of invoices - how will it affect your relationship with the debtor company? How much will it cost to recover? Is it even worth the trouble?
      Chasing outstanding invoices is not as bad as you might think. Here are some simple procedures you can put in place to speed up the process:

      Take time to ensure that your terms and conditions are correct, up to date and, incorporated in the contract so that your customers have seen them before you start work or provide the goods. Unfortunately businesses often overlook this until they have a problem. By then it may be too late! Terms and conditions (whether of sale or of service) are important because they create certainty between the parties.

      Even if you feel confident that when you deal with your customers/suppliers your payment terms, liability limitation clauses and the like will apply you need to be sure that your terms are part of the contract. Standard terms and conditions will only be of any use if they are incorporated into the contract.

      Incorporation of terms and conditions can occur through a course of dealings but it is better to deal specifically with the point at the start of each contract.

      Corporate Legal will be able to assist on these issues.
       
  4. Agency and Distribution Agreements
    • We advise on all aspects of sales and marketing agreements, whether this be reviewing and negotiating a contract or preparing a bespoke document. These agreements often concern matters of European trade law/anti competitive practices and we will ensure that there is no possibility of non-compliance. We also deal with domestic agency and distribution agreements and will provide a quick response to any enquiry that you may have in this complex area of law.
       
  5. Joint Ventures
    • We have extensive experience of providing advice to parties collaborating in joint ventures. This includes the drafting and negotiation of all of the key documentation, joint venture agreements, articles of association, secondment agreements, O&M agreements, outsourcing agreements and the whole range of ancillary documentation.
       
  6. Acquisitions and Disposals
    • M&A work lies at the heart of our corporate practice. The range of our experience and contacts enables us to put together teams capable of handling the most complex of deals in the UK.

      We advise on all types of transaction, including:

      Corporate acquisitions & disposals
      Leveraged buy-outs
      Private equity deals
      Auction sales
      Public to private
      Mergers
      Demergers
      Group reorganisations
      Disposal programmes
      Joint ventures
      Investments

      Once appointed as an adviser on a transaction, we put together a team comprising appropriate corporate and supporting expertise to undertake, as required:

      Legal risk management, including due diligence and warranties
      Sale and purchase agreements
      Disclosure letters
      Transaction management and documentation
      Regulatory compliance
      Companies Act compliance
      Financing issues
      Tax structuring
      Employment and pension issues
      Shareholder agreements
      Environmental concerns
      Property issues
       
  7. Company formation and secretarial
    • Our company secretarial service includes assistance and advice with:
       
    • Incorporation
    • Setting up and incorporating new companies to meet your requirements
    • Providing ready-made companies
    • Allotment of shares
    • Maintaining statutory registers and minute books
    • Preparing and filing statutory forms
    • Liaising with auditors over directors' reports and accounts
    • Drafting resolutions for all types of company meetings
    • Changes of Name, Directors, Registered office
    • Accounting reference date
    • Memorandum and articles of association
    • Share ownership
    • Limited company status to public company status
    • Registration of charges
    • Drafting of board minutes
       
  8. Business rescue and insolvency
    • We work with insolvency practitioners, lenders and other creditors, directors and purchasers on insolvency issues.

      Our advise covers
    • When and how trading can properly be continued
    • Drafting and advising on suitability of security
    • Enforcement of security and implementation of insolvency procedures including receiverships, administrations, provisional liquidation and liquidation
    • Business sales and purchases
       
  9. IT and E-Commerce
    • If you use IT and e-commerce to run your business, you need lawyers who understand the commercial aspects. The following questions may have occurred to you:
       
    • I would like hardware and software agreements that protect my interests
    • I would like to arrange for my website to be developed or hosted
    • How can I protect my domain and trading names?
    • I want to do business via my website
    • What do I need to do to comply with the latest data protection rules?
    • We can help you with practical commercial solutions.
       
  10. Intellectual Property
    • The most valuable assets a business or organisation may possess are intellectual property rights.

      We are specialists experienced in advising on all types of rights and technologies, from development, protection and exploitation, to enforcement.
       
  11. Employment
    • We advise on:
       
    • Staff contracts
    • Executive contracts
    • Standard terms
    • Consultancy contracts
    • Revenue approved and unapproved option schemes
    • Transfer of Undertakings Regulations
    • Working time directive
       
  12. Competition Law
    • We advise upon the competition law aspects of transactions, for example, in relation to corporate acquisitions and commercial agreements or as one off pieces of advice in relation to a client's business.
       
  13. Directors' duties & obligations
    • We advise both companies and individuals on directors' duties and compensation rights and defend them in disqualification proceedings.

      Our work includes:
       
    • Advice on directors' compensation packages
    • Drafting directors' service contracts and structure related benefit schemes, including all share option schemes
    • Advice to directors on their duties and liabilities when their company is in financial difficulties
       
  14. Franchising distribution and licensing
  15. Venture capital
    • We act for small management buy-out or buy-in teams.

      We advise on:
       
    • Formation of "Newco"
    • Investment and subscription agreements
    • Investment due diligence
    • Banking and securitisation priorities
    • Financial assistance