Company law, deals with how shareholders, directors, employees, creditors, and other stakeholders interact with one another.
At different stages during your business’ lifetime, you may need legal support for company formation, shareholder agreements, director’s rights, transactions or corporate tax.
Our direct access barristers work very closely with you to understand the nature of your business. We also offer an all-inclusive paralegal support service that provides commercially-focused advice and practical administrative solutions to streamline your daily operations.
We make direct access work for you by offering a panel of paralegals who will take care of document management, filing and other litigation support to ensure your company issue is resolved quickly and effectively.
We pride ourselves on tracking the success records of our company law barristers, to ensure you receive the best possible representation, if your case requires litigation.
Your business issue may result in unforeseen legal costs. However, our legal experts can offer you affordable payment plans, so you can manage your legal fees upfront.
If you have already appointed a company law barrister, we can still offer you advice and cost-effective payment solutions. We will make all the necessary arrangements on your behalf. Start your payment plan now.
Our corporate barristers advise businesses of all sizes from entrepreneurial start-ups to large corporations on all aspects of their daily operations. Contact a member of our legal team today for tactical legal advice and affordable payment solutions on 0800 888 6760.
Our experienced panel of company law barristers advise business professionals on:
• Company formation;
• Director and shareholder agreements;
• Directors duties;
• Mergers and acquisitions (M&A);
• Non-disclosure agreements (NDA);
• Corporate Tax;
• Investors and bond issuance;
• Divestments and spin offs; and
• Restructuring and insolvency.
If you are considering setting up a company for your new business venture, the next step is to ensure that the company is incorporated properly. The Companies Act 2006, states that when you register, you will need:
• ‘Memorandum of association’ – a legal binding statement signed by all initial shareholders agreeing to form the company; and
• ‘Articles of association’ – terms and conditions about running the company, stating the duties and responsibilities of the members involved, agreed by the shareholders, directors and the company secretary.
Well drafted memorandums and articles of association should agree on the following:
• Liability of members;
• Directors’ duties and power;
• Retaining records of directors’ decisions;
• Directors’ meetings, voting system, delegation to others and conflicts of interest;
• Appointment and removal of directors;
• Dividends and other distributions to members;
• Members’ decision making process and attendance at general meetings;
• Use of the company seal, if applicable; and
• Directors’ indemnity and insurance.
Both articles and memorandums are open to the public, unless the company chooses to keep governance of the company private. If so, the company will need to include provisions in the shareholders’ agreement which state that their agreement should also remain confidential. Our company formation barristers can advise you on what should be included in the articles and what can be reserved for a shareholders’ agreement.
Shareholders may also want to establish procedures in the article of association that deal with the division of shares, should one of the shareholders decide to exit the business. In every business, the director ultimately holds full authority on the sale and acquisitions of shares.
Once the company is legally registered, you will receive a ‘certificate of incorporation’. This certificate provides details about the company number and date of formation. The business will also need to register for Corporation Tax within 3 months after they start trading.
Our panel of barristers and paralegals specialise in drafting company formation documentation for private limited companies, sole traders, family businesses and partnerships. We work with you to understand the personal relationships and delicacies behind each business’s management, to ensure that your company gets off to a running start.
Model articles may not cover everything that your company needs, and you may run the risk of disputes arising further down the line that could potentially damage the profitability of your company and result in costly litigation. Don’t worry, we’re here to help. Our direct access barristers work with founders, investors and new shareholders across a range of industry sectors to ensure that their business interests are protected. Our all-inclusive paralegal service eliminates the burden of administrative tasks, by helping you establish your company as quickly as possible. Contact one of our company law experts today for legal advice and cost-effective payment solutions on 0800 888 6760.
Directors and Shareholders agreements
To ensure your business operations run efficiently, and that you and your colleagues are prepared for every eventuality, you should have Director and Shareholder agreements put in place. These agreements, regulate the relationship between directors and shareholders; ownership of shares; general management structure of the company; dividend policies and provides protection for shareholders in case of deadlock situations and valuation of shares.
A well drafted shareholder’s agreement will establish the rights and responsibilities of all shareholders. Procedures for dispute resolution between shareholders and directors should also be mentioned, so any unforeseen disputes can be resolved quickly. Shareholder agreements need to provide protection for the shareholder, should the company go into shareholder deadlock, divestment, spin-off or insolvency. Directors must also ensure that the articles of association do not conflict with the shareholder’s agreement as this could cause confusion, disputes and in some cases litigation.
In the absence of a shareholder’s agreement, any disputes between shareholders and directors will be resolved by referring to the articles of association. However, articles of association may not have the correct procedures in place to offer a shareholder adequate protection, which is why it’s essential to make a shareholder agreement prior to your company formation, or the appointment of a shareholder.
Typical terms and conditions of Directors and Shareholders agreement can involve:
• The appointment and dismissal procedure for directors;
• The restriction of freedoms on the disposal of shares and pre-emption rights for remaining shareholders;
• The protection of minority shareholders from decisions made by majority so that crucial decisions require unanimous approval;
• Regulating the raising of capital;
• Restrictions on changing the nature of the business;
• Dividend policies; or
• Limitations on directors’ freedom of action.
It is important for directors and shareholders to seek legal advice to establish their duties, responsibilities and rights before entering into business together. However, if you need to make a shareholder agreement after your company has already been incorporated, our direct access barristers and panel of paralegals can also help with drafting Director and Shareholder Agreements and offer dispute resolution tactics should issues arise.
If you are concerned about the legal costs involved, don’t worry. Our legal experts can offer you affordable payment solutions so you can pay over monthly instalments to suit your individual circumstances. Contact a member of our legal team today to start your payment plan on 0800 888 6760.
The board of directors oversee the company’s day to day affairs, while making operational and strategic decisions to ensure that they meet their statutory obligations. As managing director, the individual owes certain duties to the company, covered in the Companies Act 2006. The main duties directors should uphold include:
• To promote the overall success of the company;
• To act within his or her powers and good faith;
• To exercise independent judgment;
• To avoid conflicts of interest;
• To exercise reasonable care, skill and diligence;
• Not to accept benefits from third parties; and
• To declare all interests in a proposed transaction or arrangement.
Some of the most important director’s duties relate to the managing of company finances and keeping a steady cash flow so as not to become insolvent. It is vital that all company directors understand and apply their statutory duties, as failure to do so may result in dismissal fines and in the most serious circumstances, being charged with a criminal offence.
Depending on the severity of the breach in directors’ duties, the company can invoke:
• An injunction;
• Setting aside director transactions;
• A personal claim of director’s liability for them to pay the damages and compensation that resulted in a loss for the company;
• Director dismissal;
• A director being ordered to pay over any profits gained in breach of duty or transfer any property that should rightly belong to the company;
• Criminal charges against the director including a fine or possible imprisonment.
If you think you may have breached any of your director’s duties, it is important to seek expert legal advice at the earliest possible opportunity to avoid personal liability.
Our corporate barristers act for both company shareholders and directors, to ensure they get the best possible outcome. We want to offer you a quick and amicable end to your dispute, so you can focus on what matters. We can provide both parties with Alternative Dispute Resolution (ADR) or in cases where these means have been exhausted, representation for commercial litigation.
We work closely with you throughout your director duties issue by providing direct access to barristers and all-inclusive paralegal support to ensure you get the best result.
Our legal experts can also offer you cost-effective payment solutions so you can pay your fees in manageable monthly instalments.
Don’t hesitate to contact a member of our team to better understand your director’s rights and responsibilities. Our corporate barristers are here to offer you practical advice and affordable payment plans. Call us on 0800 888 6760.
Mergers and Acquisitions (M&A)
Mergers and Acquisitions involves the management and strategic decision making in the purchase and/or joining with other companies. With mergers, two organisations make agreements to combine their workforce and business, establishing a new name for their new company. However, in an acquisition, one business purchases the second company to be absorbed into their parent organisation, or maintain full control of the company as a subsidiary.
If you are in the process of making a merger or acquisition your legal case may involve:
• Cross-border transactions;
• Public company takeover bids;
• Acquisitions and disposals of private and public companies;
• Restructuring of corporate entities;
• Management buyouts (MBOs) and management buy-in (MBI);
• Private equity and venture capital; and
• Joint ventures and other forms of collaboration arrangements.
If you’re looking to sell your business, or expand by a merger or acquisition, our corporate barristers are on hand to guide you throughout the transaction process.
Our expert paralegals will also help you prepare the necessary transactional documentation, handle negotiations with your new partners, shareholders or subsidiaries on your behalf, and assist in drafting new business contracts and agreements. We can also coordinate with other professional advisors, including appointed tax advisors, accountants and corporate financial consultants to ensure your transition is as streamlined as possible.
Get direct access to our corporate barristers who have a wealth of experience dealing with large and complex acquisitions, to SME private company deals across the UK. We also offer paralegal support services to minimise your time spent on administrative tasks and documentation management.
If you are concerned about the legal costs during your merger or acquisition, speak to one of our consultants today for cost effective solutions on 0800 888 6760.
Non-disclosure agreements (NDA)
Non-Disclosure Agreements allow companies to share information to a third party, such as customers, suppliers or new employees who they are collaborating with on a business venture. Companies should protect themselves when disclosing information, to prevent a third party receiving trade secrets and gaining competitive advantage. A well drafted non-disclosure agreement allows companies to cooperate with other parties for mutual benefit, and gives the company reassurance that their interests are protected.
Companies may wish to include confidentiality agreements on:
• Industry trade secrets;
• Technical designs and corporate drawings;
• Intellectual property of ideas and software;
• Financial earnings;
• Sales and marketing information; and
• Customer and prospect data.
Most non-disclosure agreements are signed before the confidential information is shared with other parties. However, if you haven’t established an agreement, and want to know what your options are, you should contact a corporate barrister at the earliest opportunity.
Our specialist team of paralegals have a wealth of experience in drafting one way non-disclosure agreements during company mergers, acquisitions, joint ventures and spin-offs. We can also coordinate with other parties to draft and sign two-way disclosure agreements on your behalf.
If you believe that confidential information has been disclosed without your consent, you may be able to claim a breach of contract against the individual or organisation for compensation and damages.
Get direct access to barristers and all-inclusive paralegal support services by contacting one of our legal experts today. Our panel of barristers and paralegals are on standby to ensure your company information and trade secrets are protected.
We pride ourselves by tracking the success records of our corporate barristers to ensure you receive the best possible representation. Working nationwide, our team of legal specialists offer tactical advice and cost effective payment solutions. Call us now for more information on 0800 888 6760.
It is your accountant’s duty to ensure that your company’s tax affairs are in order, however, ultimately the responsibility falls on directors to file the corporation tax return and HMRC on time. Corporation tax is charged as a percentage of the annual profits made by your company. Self-employed individuals and sole traders, do not pay corporation tax, but will pay tax through their annual self-assessment system. The deadlines for your company corporation tax will depend on your taxable profits for that given year.
Your corporate tax issue may involve:
• Preparing tax deeds and tax warranties;
• Resolving a tax dispute;
• Tax clearance applications;
• International tax relating to cross border assets and offshore trusts;
• Tax planning, share transfers and corporate restructuring;
• Stamp duty; and
• HMRC investigations and enquiries.
We are here to provide guidance on all aspects of corporate tax. Our corporate tax barristers advise on the most tax-efficient means of acquiring, selling or restructuring assets, negotiating and documenting the transaction, and ensuring the smooth completion of business deals on your behalf. For contentious cases, our corporate tax barristers advise on tax litigation and HMRC investigations, including negotiating with tax authorities.
Don’t feel like you have to handle your corporate tax issue alone, we’re here to help. Taking a new approach to direct access to barristers, we offer inclusive paralegal support to assist with all aspects of documentation management throughout each step of your legal case.
Our legal experts are highly skilled in drafting and negotiating tax warranties and deeds. We can also give advice on cost-effective payment solutions to help you cut your upfront fees and manage any additional costs affordably. Contact a member of our team today for tactical tax advice and payment plans on 0800 888 6760.
Investors and bond issuance
You may find that you want to secure financial funding for your company. Traditional options could involve applying for a bank loan, but in recent years many companies turn to corporate bonds instead because they offer lower risk and higher income. If you are considering issuing bonds, you should contact an investment banking firm to act as an intermediary between you and the investor or financial institution.
The lead managers forward a draft of the invitation telex, containing the proposed terms of the bond issue to their appointed legal consultants so they can start to prepare the main legal documents. These include:
• Subscription agreement;
• Agreement among lead managers;
• Fiscal agency agreement and deed of covenant or a trust deed and paying agency agreement;
• Legal opinion; and
• Signing and closing memorandum.
After the legal experts have carried out due diligence on the issuer, and given their legal opinion, the issuer will announce their intention to issue bonds and arrange a launch date. Usually between 1-3 weeks after the launch, the legal documents are signed by the relevant parties and the issuer delivers the bonds. A subscription agreement is then signed, and the bonds are delivered to the bondholders. At this stage payment is transferred to the issuer.
Issuing bonds can be a complex and technical process, but it doesn’t have to be that way. Our capital market barristers are here to help companies raise money through investors and financial markets. We can draft the terms and conditions of the bond for the invitation telex and draft investor agreements between the parties involved. Our paralegals are on hand to assist you with all of the administrative aspects of your case.
We can also ensure that you have disclosed all the relevant information for bonds to be issued by writing up the legal opinion document, and giving tactical advice throughout the negotiation process to ensure you get the best interests rates possible.
We can liaise with your investment banker on your behalf, and offer you cost-effective solutions to cut your transaction costs and legal fees. If you want direct access to barristers, all-inclusive paralegal support and affordable payment plan solutions, contact a member of our legal team today on 0800 888 6760.
Divestments and spin-offs
If you are considering divestment, this means you want to sell off subsidiary business interests and investments. Most companies are focused on buying assets and not selling them, so if they do decide to sell, many may do it for the wrong reasons. Therefore, it’s important to seek advice from a legal expert in divesture, to ensure that you’re making the right strategic decision for your business. Some companies may also choose to spin-off, and form a new independent company through the selling of shares or division of the business from their parent company.
The main reason companies sell their assets is so managers have time to focus on their core business. If the asset isn’t contributing to their company’s long term growth, they may decide to sell, and use proceeds from divestment to help towards funding work capital and paying off dividends to company shareholders.
Typically, divestments may take the form of spin offs. A parent company can sell a certain percentage of equity in its subsidiary to the public, through a stock market, in order to provide growth opportunities for another part of their business.
Our corporate barristers can give companies tactical advice throughout every stage of the divestment process. Making the decision to sell company assets and shares can be difficult, but we’re here to help. Our direct access barristers and panel of paralegals take a disciplined approach to divestment, and provide solutions for companies to sharpen their strategic focus and create more value for their shareholders.
We can help you create an exit strategy, perform due diligence on potential investors and offer legal advice in negotiations. In some circumstances, selling assets may involve cash transactions that can trigger tax consequences.
Our experienced corporate tax advisors are on standby to help you make the right decision for your business. We’re here to guide companies through their transactions, and provide paralegal services to assist with document management, effectively minimising administrative burdens for clients.
If you are concerned about the legal costs involved when selling your assets, we can offer cost-effective payment plans to cut your legal fees upfront. Ensure you make the best divestment decisions and protect your business interests by contacting one of our legal experts today. For direct access to barristers, comprehensive paralegal assistance and cost-effective payment solutions, call us on 0800 888 6760.
Restructuring and Insolvency
Insolvency occurs when a company can no longer meet its financial obligations. Before this happens, companies may contact creditors directly to restructure their debts, into manageable monthly instalments. No business wants to find themselves in this situation, however, with the help of legal professionals, companies may be able to negotiate an out-of-court arrangement with the creditors. Alternative solutions to insolvency can involve:
• Restructuring of distressed debt trading;
• Dealing with counterparty risks; and
• Making a Company Voluntary Arrangement (CVA) between creditors and companies.
In situations where a Company Voluntary Arrangement (CVA) can’t be made, businesses can use a pre-pack administration. This accelerated disposal process, facilitates a smooth transition with minimal disruption for the company. Many opt to use pre-pack administration because it effectively reduces costs, protects businesses reputation and helps avoid redundancies.
If your company has exhausted all means of dispute resolution with their creditors, and there is no option for Company Voluntary Arrangements (CVA) and pre-pack administration, then insolvency proceedings will start. At this stage, most companies will go into insolvent liquidation, meaning that business assets will be sold and proceeds will be distributed to creditors to pay outstanding debts.
When a business is facing restructuring and insolvency it can be an extremely technical and complex process, which is why you should seek legal support at the earliest opportunity.
Our professional debt advisors and barristers can offer legal support on debt restructuring and rescheduling, credit bidding, insolvency proceedings and out-of-court negotiations. We can also advise companies on solutions that will quickly improve cash flow and stop winding up orders and pressure from the HMRC.
Get direct access to barristers and all-inclusive paralegal support services by contacting one of our legal experts today. We understand that this can be a difficult time for you and your business, and are here to provide legal advice and tactical support throughout your restructuring and insolvency issue. Our paralegals can handle all the administrative aspects of your case that barristers may expect from you.
We also offer cost-effective payment plans to help you pay your legal costs affordably and conveniently. If you would like to discuss your restructuring or insolvency issue, speak with to one of our legal experts today on 0800 888 6760.
Throughout a company’s lifetime there may be certain situations where you need guidance from a trusted legal professional. Our experienced corporate barristers are on standby to assist you with company formation, shareholder agreements, director’s rights, corporate transactions and financial restructuring.
Your business issue may involve, dispute resolution and possible litigation, which may result in costly legal fees. Our legal experts can provide you with a payment plan to cover your legal costs, so you can get the support you need, without making large payments upfront.
Our panel of company law barristers deal with cases for businesses of all sizes, from entrepreneurial start-ups to large corporations. We can assist you in drafted legal documents and offer advice in strategic company procedures, to ensure that any legal issue be resolved as quickly and efficiently as possible.
Get direct access to barristers and inclusive paralegal support services by contacting one of our legal experts now. Our paralegals will take care of the document management, filing and other litigation support functions to help streamline your business operations.
Ensure your business assets and reputation are protected today. To receive legal advice from direct access barristers, tactical paralegal support and affordable payment solutions, contact one of our legal experts now on 0800 888 6760.
If you have already appointed a company law barrister, we can still offer you advice and cost-effective payment solutions. We will make all the necessary arrangements on your behalf. Start your payment plan now.