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:
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- General start-up advice
- Before you begin trading you will need to decide which legal
structure will best suit your business.
Possible structures are:
Limited liability partnership
Limited liability company
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.
- If you have decided to incorporate into a limited company one of
the most important things which you should be considering is a
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
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
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.
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.
- 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.
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
Private equity deals
Public to private
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
Transaction management and documentation
Companies Act compliance
Employment and pension issues
Company formation and secretarial
- Our company secretarial service includes assistance and advice with:
- 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
- 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
- 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
- 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
- We can help you with practical commercial solutions.
- 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
- We advise on:
- Staff contracts
- Executive contracts
- Standard terms
- Consultancy contracts
- Revenue approved and unapproved option schemes
- Transfer of Undertakings Regulations
- Working time directive
- 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.
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
- Franchising distribution and licensing
- 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