Corporate Law
We deal with matters from incorporation of new companies through to buying and
selling businesses. We regularly advise shareholders and directors of companies on
how to interact with each other and we give guidance on the legal implications of a
business's strategy.
Corporate Transactions
- Acquisition and
disposal of shares
- Acquisition and
disposal of assets
- Joint ventures
- Share buybacks
- Reorganizations,
schemes and demergers
- Employee/TUPE issues
Company Law
- Company formation and
constitution
- Corporate governance
- Company administration
and meetings
- Maintenance of capital
and shareholder rights
- Share issues, transfers
and dividends
- Shareholders'
agreements
- Company directors and
secretaries
Examples of work carried out
1 We have acted for a group of companies and
partnerships, in the retail food sector, demerging into two distinct businesses. The
demerger involved complicated tax issues and there were more than 60 employees to be
transferred out to the new businesses. We handled the finance, due diligence,
negotiations, all company and employment issues and closed the deal.
2 We are instructed to deal with many cases where
one party wants to buy out the other party. We have acted for a number of clients in
this situation. One recent transaction involved a director/shareholder buying out
the shares of his fellow director and taking the business forward on his own. The
business owners were unsure as to how they would find the funds to complete the
transaction and how the deal would work. We advised on possible solutions and put
the client in contact with a corporate finance specialist who helped fund the
transaction. The deal was then negotiated and completed over a number of months.
3 In the transport sector we acted for a client who
disposed of part of their business to a major multinational. The deal was completed
in a short period of time and involved an extensive amount of work transferring
valuable contracts from the Seller to the Buyer.
Commercial Law
This area of our practice covers advising clients on commercial agreements,
contracts, terms and conditions and general commercial matters. The advice we
provide can be project based for specific matters or can be continuing support for
our clients' businesses. Examples of some of the frequent areas we deal with are as
follows:
- Agency
- Confidentiality and other
restrictions
- Distribution and
distributorship agreements
- General commercial
- General contract
- Supply of goods
- Supply of services
Examples of work carried out
1 We advised one of our clients in relation to
tendering for a large commercial telecoms contract. The advice covered the initial
assessment of the tendering documents, preparation of the clients' tender and
agreement to the principal terms, once our client was successful in being awarded
the contract. Disputes arose during the tendering process which we negotiated for
our client, ghosting letters and providing support so our client could persuade the
other side to their way of thinking.
2 Many situations arise from the supply of goods
and services. Some of our clients trade internationally and we recently dealt with a
complicated commercial contract with a Canadian company, on behalf of our client who
was purchasing high value technical goods from them. We dealt with the negotiation,
funding/escrow arrangements and worked within the Canadian time zones. The contract
was completed in a very short period of time allowing for certain financial benefits
for our client.
3 We have received various instructions from
clients in relation to commercial agency arrangements – a notoriously complicated
and risky area of law. If an agency agreement is wrongly drafted, the liability to
the client can run to hundreds of thousands of pounds. The most recent instruction
for the preparation of an agency agreement was for clients who had designed and
manufactured a unique tool, for which they required the assistance of a commercial
agent to effectively get to market. The concern for the client was getting the
agreement executed swiftly so that the earning potential of the tool could be
realised, the agreement was complete and sent to the other party much quicker than
the client thought was possible.
Dispute Resolution
Because business doesn't always go to plan, we have a wealth of talent in all
areas
of commercial dispute resolution. We advise in complex commercial litigation,
partnership disputes and director/shareholder matters.
We frequently advise clients in the following areas of law:
- Professional negligence
- Negligence
- Insurance litigation
- Partnership and shareholder
disputes
- Misrepresentation and
contracts - fraudulent and negligent misrepresentation
- Personal guarantees -
misrepresentation and undue influence
- Guarantee and indemnity -
director's guarantees and specific liabilities
- Breach of contract - actual
and repudiatory breach
Examples of work carried out
1 We represented a former director of a waste
recycling company (in liquidation) in a claim against him by two investors for
recovery of their investment of £500,000. The investors considered that they had an
entitlement against our client based upon two alternative grounds, namely:
misrepresentation – which, in order for our client (as opposed to the company) to be
personally liable in his capacity as an officer, must be fraudulent
misrepresentation; and/or breach of contract. This dispute, including the threat of
legal action against him, was successfully defended on the facts.
2 We represented an agricultural and arable company
and associated partnership to successfully pursue a claim against a director of a
renewable energy company for various breaches in the purchase of two wind turbines
for damages of £315,000. It was successfully established that the potential
defendant owed our clients duties in contract, at common law and in equity, and that
the potential defendant was in breach of those duties. This dispute was settled
without the necessity to issue proceedings.
3 We successfully defended a regional manufacturing
company in a claim by a national cosmetics company in relation to the purchase of
20,000 defective units and consequential loss in the sum of £300,000. The units were
manufactured in China and the contractual relationship between the parties expressly
provided that the components for the product in question were to be shipped FOB. The
potential claimant transported the units to an assembly and filling factory in
Italy, and then onto the final destination in the UK. It followed that risk in the
product components and responsibility for assembly and filling passed to the
potential claimant when the goods passed the ship's rail at the port of shipment.
Our repudiation on liability was accepted and the threatened claim withdrawn.
Media And Intellectual Property Law
We advise on a variety of matters within the world of media and intellectual
property, advising a wide and diverse client base in all areas of the creative
industry, as well as an ever increasing client base in the industrial and renewable
energy world. We have long-standing clients in traditional information technology,
and clients in developing technology areas such as mobile apps. Instructions come
from internationally renowned names as well as local clients.
Our expertise and experience in these areas stem from Charles’ many years working
for law firms in London.
- Confidentiality
- Copyright & passing off
- Designs - registered or
unregistered
- Trade mark matters
- Registration, creation
and defence of IP
- Assignment and transfer
of IP
- Information technology
and databases
- Media & recording
contracts
- Publishing &
merchandising rights
Examples of work carried out
1 We advised the owner of a well-known TV character
who was recently revived. The transaction involved many complex rights issues when
purchasing the intellectual property from the previous owners, especially as the IP
was owned by many different natural and corporate entities who were all seeking to
protect their own interests. The transaction was completed on time, and to budget,
with a very satisfied new owner.
2 We frequently obtain instructions from an
internationally renowned designer for various intellectual property matters – the
most recent being in relation to licensing and merchandising agreements. We
negotiated and drafted three separate licensing and merchandising agreements for our
client with major household name retailers.
3 We often receive enquiries and instruction to
clarify and generally advise on the status of the intellectual property in and to an
item, or photographs, databases and websites etc. Our expertise in this area allows
us to explain, in a common sense and straightforward manner, the status of existing
IP and the creation and protection of new. We are fully prepared, willing and able
to pursue or defend a client's intellectual property. One example was the protection
of our client's rights when his former publisher elected to produce, publish and
distribute an unauthorised edition of a copyrighted work. We obtained a significant
settlement sum and a formal undertaking to withdraw all copies, and not to repeat
their actions.
Commercial Property
Whatever your business you will have property issues. Whether you are a developer,
an investor, a land owner or simply an occupier, property will be important to your
business. We advise on all aspects of commercial property, however simple or
complex. Typically this will involve:
- Acquisition and disposal of
existing leasehold and freehold property
- Granting and taking new
leases
- Managing the investment –
licences to alter, assign, underlet, and change the use of leasehold property
- Dealing with third party
rights over land
- Giving and taking security
over property assets
- Development of greenfield
and brownfield sites
Examples of work carried out
1 We advised the owner of a well-known TV character
who was recently revived. The transaction involved many complex rights issues when
purchasing the intellectual property from the previous owners, especially as the IP
was owned by many different natural and corporate entities who were all seeking to
protect their own interests. The transaction was completed on time, and to budget,
with a very satisfied new owner.
2 We frequently obtain instructions from an
internationally renowned designer for various intellectual property matters – the
most recent being in relation to licensing and merchandising agreements. We
negotiated and drafted three separate licensing and merchandising agreements for our
client with major household name retailers.
3 We often receive enquiries and instruction to
clarify and generally advise on the status of the intellectual property in and to an
item, or photographs, databases and websites etc. Our expertise in this area allows
us to explain, in a common sense and straightforward manner, the status of existing
IP and the creation and protection of new. We are fully prepared, willing and able
to pursue or defend a client's intellectual property. One example was the protection
of our client's rights when his former publisher elected to produce, publish and
distribute an unauthorised edition of a copyrighted work. We obtained a significant
settlement sum and a formal undertaking to withdraw all copies, and not to repeat
their actions.
Partnerships And LLP'S
This is a complicated and often misunderstood area of law. We have extensive
experience of advising partnerships, from professional industries such as
accountants, to medical and dental organizations and farming partnerships. We have
been engaged in major transactional and dispute resolution work involving all types
of business.
Typically the matters we are retained on are as follows:
- Transactions – sale or
purchase of whole or part of business
- Dealing with incoming or
retiring partners
- Creation of partnership
agreements, amendments to those already set up and review of agreements in
existence.
- Disputes between partners
- Partnership winding up and
dissolution
- Partnership property –
premises, leases and obligations
- Partnership transfers to
limited companies or LLPs
- Limited liability
partnerships
Examples of work carried out
1 In the agricultural sector we are engaged by
farming partnerships, usually involving family run businesses. In a number of cases
the founder (typically father or grandfather) have long since gone and the business
is left to siblings. In a number of cases the relationships have broken down and the
family has started to become involved in a major dispute. Our role in acting for the
client is to resolve that dispute and try and separate the business and farms,
including the entitlements, which can be very difficult especially when there are
farm tenancies involved.
2 We are also frequently engaged in advising
clients about formation of partnerships in constructions, professional, dentistry
and other sectors, we do this by taking all the partners through the various issues
and law in relation to partnership matters. Quite often people do not understand
partnership law and how this differs from company law, but it is very important that
the distinction is understood.
3 In the food sector we dealt with a business that
had been trading for over 50 years. The business had always done well but the
partners had differences of opinion, which quickly developed into a dispute and
argument as to who was going to take the business over and buy out the other
partner. We were engaged to deal with issues of alleged fraud, theft and to secure a
deal for our client. As with many examples that we see, the case was dealt much more
difficult as the parties did not have a partnership agreement which meant that the
Partnership Act 1890 applied which is legislation that does not easily fit with the
modern business world, but not many people realise the implications of this law,
which can have dramatic effects.