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Corporate Law

Corporate transactions don't need to be difficult.
Walk away with a smile on your face.

What is Corporate Law?

Corporate law governs the way in which an organisation is owned and controlled. It sets out strict rules and procedures that need to be followed when:

  • buying, selling or issuing shares (or share options) in a company;
  • raising funds;
  • entering into Shareholders’ Agreements;
  • adopting a new set of Articles of Association;
  • carrying out a share buyback;
  • making changes to the board of directors; 
  • making changes to shareholder rights; and
  • many other transactions.

Failing to comply with these rules and procedures can be a criminal offence, leading to potential fines and imprisonment. 

Don’t take that risk. 

No two corporate transactions are the same, so the rules and procedures you’ll need to follow will vary each time. You may need to (i) enter into certain contracts and other documentation, (ii) obtain the consent of third parties (such as board members or shareholders), and (iii) file certain documentation (for example, with Companies House). 

Due to these complexities, solicitors are usually appointed to prepare any necessary documentation, negotiate it on your behalf, and file any necessary documentation. 

Without support from a solicitor, you might find you’re entering into aggressive documentation or failing to follow the correct procedures. 

We have decades of experience in handling these types of transactions (big and small).

If you’re looking for corporate lawyers you can trust, get in touch. 

Our Corporate Law Services

We advise on all types of corporate transactions, but here’s a list of just some of the ways in which we can help:

Business / Company Sales

If you’re selling your business, the buyer will usually instruct a firm of solicitors to (i) carry out due diligence, (ii) prepare and negotiate the key documentation, (iii) ensure that the correct procedures are followed, and (iv) to hold you (as the seller) financially responsible for specific issues that arise after completion.  

We ensure all of our clients understand the documentation being proposed, and we negotiate on behalf of our clients to ensure they sell their businesses safely – without any unnecessary financial risks or responsibilities.

If you’d like to speak to an expert, speak to us today.

Business / Company Acquisitions

Buying a business usually carries more risk than selling a business. You’ll need to decide whether to proceed, based on information provided to you by the seller. 

What if that information is incorrect? What if the seller withheld key information? You should have contracts in place to hold the seller accountable for those issues. 

You may also need support from the seller after completion. This should also be included within your contracts. 

We prepare and advise our clients on the exact documentation they need when acquiring a business. We then negotiate that documentation on their behalf – ensuing our clients are able to acquire businesses quickly, and with minimal risk.

Due Diligence

If you’re looking at buying a business (or part of one), then it’s your responsibility to investigate (and understand) the business you’re buying. You do that by carrying out due diligence. 

Due diligence is usually conducted by solicitors, and involves (i) raising questions to the seller on important issues relating to the transaction, (ii) reviewing any responses provided by the seller, and (iii) adjusting the purchase price if necessary. 

Carrying out proper due diligence is essential in most transactions. If you’re acquiring a business, get in touch to see how we can help.

Share Transfers

Share transfers often fall part of an acquisition or sale, but not always. For example, you may decide to transfer shares to a spouse for tax purposes. Or you may decide to sell some of your shares to generate cash. 

Before you sell or transfer any shares, you’ll first need to make sure you have the rights to do so. You’ll then need to follow any procedures set out in your Shareholders’ Agreements, the company’s Articles of Association, and any applicable corporate laws.  

Failing to follow the correct procedures can lead to an offence and litigation. If you’re looking to transfer shares in a company, get in touch. We’ll advise you on the steps you need to take, and we’ll prepare the documentation you need to properly give effect to that transfer.  

Share Buybacks

When a company buys back its own shares, there are strict rules and procedures that need to be followed under the Companies Act 2006. There may be additional rules and procedures that also need to be followed in the company’s Articles of Association and any related Shareholders’ Agreement. 

Specific contracts will need to be put in place, and the consent of certain third parties may need to be obtained.  

We advise our clients on exactly what they need to do to carry out company share buybacks. We also draft the documentation needed to give effect to the transaction properly.

If you’re looking to carry out a share buyback, get in touch.

Management Buyouts

Just like any other business acquisition, management buyouts come with risk for both sides. The seller will want to walk away without liability, but the buyer(s) (i.e. the management team) will want to ensure that the seller is held accountable for certain issues and support after completion.  

We advise both sellers and buyers of management buyouts, to ensure they complete the transaction with the protection and contractual remedies they need.

If you’re working towards a management buyout, get in touch. 

Shareholders’ Agreements & Articles of Association

Shareholders’ Agreements and Articles of Association regulate the relationship of the shareholders of a company.

Shareholders’ Agreements are confidential documents, whereas Articles of Association are available on the public register at Companies House. So, they’re used in different ways.  

Together, they set out how dividends are distributed, whether shares can be sold or transferred, procedures preventing certain shareholders from blocking an exit, procedures allowing certain shareholders to tag onto the back of an exit, and much more. 

Shareholders’ Agreements and/or a bespoke set of Articles of Association should be adopted for all businesses with more than one shareholder. Failing to adopt that documentation can lead to shareholder disputes, and can mean shareholders lose control of their business. 

If you have a number of shareholders within your company, but you haven’t yet adopted a Shareholders’ Agreement or a bespoke set of Articles of Association, get in touch. We’ll look at your business, and we’ll advise you on the protection you need.

Issuing New Shares in a Company

Issuing new shares in a company isn’t quite as straightforward as you might think. The Companies Act 2006 sets out specific procedures that you’ll need to follow. You may also have additional rules and procedures set out in your Shareholders’ Agreement or Articles of Association.

Failing to comply with these rules and procedures can lead to fines, shareholder disputes and litigation. 

If you’re looking to issue new shares in your company, don’t take the risk. We’ll advise you on the procedures you need to follow, and we’ll complete the transaction for you as quickly and efficiently as possible.

Creating New Share Classes

Share classes are a way of providing groups of shareholders with different rights. For example, you might want to provide the founders with full rights to dividends and voting, but you might only want your other shareholders to have rights to dividends (without voting rights). Creating different share classes is often the best way of achieving that.  

However, there are strict rules you’ll need to follow. Failing to comply with those rules can be a criminal offence. It can also mean you’re in breach of certain contracts you have in place.   

If you’re looking to create a new class of shares, but you’re unsure how to do it, get in touch. We’ll provide practical advice about the different share classes you can adopt, and we’ll provide the documentation you need to create them.