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Company & Commercial
Getting the right legal advice at the right time can help keep your business running smoothly giving you a competitive edge and securing its long-term success.
Whether you are starting up, wishing to expand, buying or selling a business or planning for succession, our corporate and commercial team will support you every step of the way.
Our clients value the quality of our judgement, our proactive approach, the way we work with their accountants and financial advisors, as well as the time and effort we take to understand particular business needs and commercial objectives.
We offer a wide range of legal services that can help to protect and enhance your business. Our team works closely with the commercial property and employment departments within Tinsdills to help manage a smooth and efficient result in whatever opportunities or challenges your business is facing.
How we can help with corporate law:
- business reorganisations
- sales, mergers and acquisitions (share or asset)
- management buy-outs and management buy-ins
- company incorporation and constitutional matters
- company law and shareholders’ agreements
- partnership law, LLPs, partnership and LLP agreements
- charities and clubs
How we can help with commercial law:
- supply agreements and distribution agreements
- hire agreements
- terms and conditions of business
- confidentiality agreements
- bespoke commercial agreements
- data protection compliance documents
- loan agreements and corporate security documents
- employee share schemes arrangements
- franchise agreements
- option agreements and cross-option agreements
- joint ventures
It is often necessary to consider reorganising or restructuring your business, or aspects of it, for various reasons, such as to improve profitability or business efficiency, for tax purposes, to prepare for a future sale or acquisition, to reduce administrative costs, to limit risk, or as a result of a recent acquisition. Whatever the reason, our solicitors can advise and assist you with the legal aspects of your reorganisation. It is important to engage solicitors at the outset so that advice can be sought on any preliminary steps that need to be taken or any legal matters that need to be considered before implementing, or in connection with, your reorganisation.
Sales, mergers and acquisitions (share or asset)
Our specialist solicitors can advise on all aspects of purchasing and selling shares or assets. We can guide you through the due diligence process, negotiate the transaction documents and ensure that you achieve the required result, no matter how big or small the deal. It is important to engage solicitors and your accountants if you are considering selling your business (or part of it) or acquiring a business so that relevant advice and assistance can be given upon any legal or financial matters that you should be considering before formally accepting an offer or proposing an offer to purchase.
Our expert corporate team can advise you through every step of the process. We take the time to ensure that you understand the legalities as well as ensuring that your business needs and commercial objectives are kept at the forefront of every transaction.
Management buy-outs and buy-ins
We have extensive experience in dealing with MBOs and MBIs.
Whether you are selling to, or you are a part of, a new management team being brought in to run the business following the acquisition or whether you are selling to, or are a part of, an existing management team, we can assist and guide you through what can be a complex transaction.
Company incorporation and constitutional matters
Fledgling business or established enterprise? No matter how big or small, if you are considering incorporating your business or require a company to be incorporated for other purposes (for example, in relation to property development), our expert solicitors are on hand to provide you with tailored advice and can assist with the incorporation of a new company and preparation of relevant constitutional documents.
It may be necessary to amend a company’s articles of association for many reasons, such as the introduction of alphabet, preference or growth shares or generally to include restrictions and obligations upon the company and its members in terms of share transfers, to make provision for minority or majority protection, director decision-making or the distribution of dividends. We have extensive experience in drafting and advising on constitutional documents.
A shareholders’ agreement is a contract between the shareholders of a company setting out agreed matters between them such as how shares can be transferred, decisions on which all shareholders must agree, how dividends are payable, non-compete restrictions and exit plans amongst other things.
Shareholders’ agreement can provide protection to minority shareholders, achieve control for majority shareholders and provide a default position in certain situations, which, in turn, reduces the risk of future dispute.
It is important to ensure that your articles of association are consistent with your shareholders’ agreement to avoid uncertainty or conflict and to ensure the agreement between the shareholders on matters such as transmission, share transfers and director decision-making are achieved.
We can negotiate and draft such terms to give peace of mind between shareholders. We have vast knowledge and experience in drafting simple to complex agreements and articles to suit your needs.
Partnership law and LLPs
Our team can provide you with advice on all aspects of partnership law and LLPs.
We can assist with formation, incorporation, retirement and dissolution as well as the drafting and negotiation of partnership and LLP agreements.
Charities and clubs
Golf club? Cricket club? Football club? Charity? We have, over the years, acted for all. If you are thinking of incorporating or setting up a charitable organisation, we can advise you on structure, formation and the preparation of constitutional documents (being the legal documents that govern how your organisation is run!) considering both legal and practical requirements and matters.
A well drafted commercial agreement is crucial to businesses to ensure that the intended commercial benefit from any particular transaction or relationship is realised. A good agreement will include the clearest possible terms to provide as much protection for the parties as possible to counter the effects in the unfortunate event of a disagreement or dispute.
We can draft a wide range of robust commercial agreements that meet the requirements of your business, whether they be general terms and conditions for the supply or purchase of goods or services, supply and distribution agreements, hire agreements, or any other bespoke commercial agreement to meet your needs. We can also advise you on the content of agreements that have been drafted by other parties with whom you are considering entering into a contract, to ensure that there are no hidden surprises further down the line.
Information is one of a business’ most precious commodities, but there are occasions that require information to be shared with others, possibly even competitors. In this situation it is imperative that the use of that information is restricted to the intended purpose and access is limited on a ‘need to know’ basis. A confidentiality agreement acts to protect your information and ensure its value to your business remains intact, even when shared with other parties.
A confidentiality agreement should always be drafted to meet the specific requirements of the situation or the chances are it will serve little purpose and leave your business exposed. We will talk to you about the information you are sharing, the purpose of sharing that data and the restrictions that need to be in place to produce a bespoke confidentiality agreement tailored to your requirements.
Data protection compliance documents
Data protection is nothing new but has been brought to the forefront of people’s minds following substantial changes to the governing legislation and high profile cases of businesses failing to meet their obligations. The obligations on a business to protect the personal data of an individual, and the penalties for failing to meet them, are now higher than ever.
In the event of a data protection breach a business needs to be able to demonstrate that it has complied with the legislation. This means that you need to back up good data protection practice with the right documentation. Documents such as privacy notices, data processing agreements and data retention policies are crucial. We can assess your existing practice and documentation and identify any areas that need to be reviewed so as to best protect your business.
Loan agreements and corporate security documents
Whether you are lending or borrowing monies, we can prepare and/or advise on corporate loan and security documentation as well as personal guarantees, inter-creditor or priority deeds and deeds of release.
We are able to advise borrowers on loan and security documentation issued by banks or other finance organisations as well as drafting debentures and other corporate security agreements for lenders. We work closely with our property team on re-mortgages, developments and purchases to provide advice on a wide range of corporate security documentation.
Employee share schemes arrangements
Employee share schemes can be a great way to provide rewards to some or all of your employees. Whether you are a start-up business, high growth company or large incorporation, we can work alongside your accountant to find suitable share schemes for your business and we can draft relevant documents to suit your requirements.
Franchising is an attractive business model in the right circumstances, whether you are the franchisor or the franchisee. The franchisor will licence its brand and business model to the franchisee for the benefit of both parties. However, a wise franchisor will protect itself from the outset, for example, to provide appropriate remedies in circumstances where a previous franchisee sets up in direct competition following the expiry of the franchise agreement.
In practice, this means having in place suitable documentation to curtail, as far as possible, a franchisee using the knowledge, experience and connections built up during its time as a franchisee. If you are in business and considering setting up a franchise model, talk to us about how we can help protect your business. If you are already franchising then we can review your existing documentation and advise you as to whether there are any gaps in those documents that could leave you exposed.
If you are a prospective franchisee, we can advise you on the content of a franchise agreement so that you know exactly what you are signing up for and the implications and risks of entering into such a contract.
Option agreements and cross-option agreements
Cross-option agreements can be a tax efficient way to provide for company succession and provide for business continuity in the unfortunate event that a shareholder passes away. Under a cross option agreement, the surviving shareholders are granted an option to purchase a deceased shareholder’s shares on his death. Similarly, the personal representatives of the deceased shareholders are granted an option to sell the deceased shareholder’s shares to the surviving shareholders if the survivors fail to exercise their option to buy. Shareholders who enter into cross-option agreements usually each take out life insurance for a sum equivalent to the known market value of the company’s shares, the proceeds of which will then be used by the surviving shareholders to purchase the shares in question.
Option agreements in general grant legal options to a party to be exercised at a future date to sell or purchase shares. Options can be subject to conditions that need to be met before an option can be exercised by the benefiting party. There are various circumstances in which an option is required or is suitable and we have extensive experience in drafting and negotiating option agreements.
Are you joining with another person(s) or entity(s) to pursue a new business venture? Our corporate team can assist with advice and the drafting of agreements relating to joint ventures. There may be factors to consider when establishing a joint venture, such as the structure of the joint venture (corporate or contractual), initial subscription and investment, ongoing investment by the parties, party obligations and contribution, how the joint venture will be run, control, profit distribution, exit strategies and much more. Our commercial team can assist and advise you on all aspects of joint ventures to ensure that you have a structure suited to you, that all material aspects in relation to the running and future of the JV have been considered and discussed between the parties and all agreed terms are documented in a legally binding agreement in an attempt to avoid the potential of future dispute.