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Corporates – whether public or private, large or small – and those who invest in them need law consultants they can rely on in today’s fast-moving market.
Mergers acquisitions and disposals
Buying or merging with another business allows you to capitalise on your combined strengths to compete in the market. We specialise in the legal process regarding buying, merging or selling a business.
For buyers of a business and mergers, this would involve us carefully going through a legal due diligence procedure involving obtaining answers to a legal due diligence questionnaire that we would prepare on your behalf and send to the sellers or the sellers’ solicitors. Once we get the answers required from the sellers and the legal documents, we will advise you on the risks and liabilities of the business you are about to purchase. The legal documents we would analyze on your behalf would include but not be limited to employment contracts, staff handbook/procedures, terms and conditions, SLA’s (Service Level Agreements), contracts with third-party suppliers and any credit or loan agreements. We would also analyze whether or not the business has any litigation or pending litigation claims against it or whether or not the business has any litigation or claims it is looking to bring or has brought. If you are buying a business or merging with another business then it is vital to understand what you are getting yourself into – you will need to know what contracts you are tied into and the debts the company may have.
For sellers of a business and mergers, we would provide the buyer with answers to their legal due diligence questionnaire or any questions the buyer may have about your business. We would work with you on ensuring that you give the best possible answers.
Once the due diligence process is complete, you will then need to enter into a Share Purchase Agreement (SPA) to contractually agree to terms for the purchase and the sale of the business in question. We will either draft the Share Purchase Agreement for you or advise you on any Share Purchase Agreement that you may receive. We will consider all the relevant factors during he due diligence process or if any due diligence process is not complete, we will advise you as to the terms of any warranties or indemnities along with any of the other clauses within the agreement.
Articles of Association
When starting a business, it is important that the purpose of the company and the duties and responsibilities of its members and directors are recorded clearly. The Articles of Association of the company is an important document that is filed with Companies House.
Quite often you may not want to rely on the Model Articles of Association because relying on the default Model Articles rather than a bespoke document may not capture how you want the company to be governed.
The Articles of Association captures the voting rights of the company’s directors and the responsibilities of each director in relation to the company.
Commercial property sales leases development and management
We are able to assist developers, investors, and lenders through the legal complexities of building and land acquisitions and disposals. We work closely with landlords, navigating through the typical regulatory obstacles that arise and safeguarding their interests, as well as working alongside businesses of all sizes and at all stages of their commercial journeys, providing guidance through every aspect of selling, buying or letting premises.
We are able to help draft lease agreements, licenses to occupy and commercial property transactions during a merger or acquisition of a business.
Our commercial property law consultants offer sophisticated expertise across all aspects of corporate acquisitions, ranging from highly complex takeover transactions through to smaller private deals, joint ventures, management buyouts and share buybacks.
Tax Planning
We work closely with our in-house tax experts to provide you with expert legal tax advice to help you plan and manage your tax affairs better.
Joint Venture Agreements
Quite often, individuals will want to enter into a Joint Venture Agreement or a Joint Venture Partnership to achieve a common business objective.
We have experience in drafting joint venture agreements in various industries – and we are able to cover all the necessary provisions to achieve your commercial aims and objectives. We will ensure the agreement meets the commercial principles of fairness and completeness.
Services Strategy
If there is a unifying theme to our legal consulting, it is that most of our engagements have strategic overtones.
That is, we work with clients to achieve objectives that have an important impact on the firm’s growth, profitability, market positioning or service offerings.
Our philosophy is that strategy should be uniquely crafted to each firm. We understand that, to be effective, the entire partnership must be involved in the planning process.
In-House Compliance
We have consultants who have delivered a range of different regulatory and compliance needs to businesses and organisations. You may not need a full time member of staff depending on the regulatory regime and your business or organisation's size. We provides access to very experienced individuals who can help acheive your compliance objectives without impacting on your bottom lines.
The regulatory environment, and consequently the role of compliance, has changed significantly in recent years. There has always been a significant overlap between regulatory compliance and risk management - the compliance function’s fundamental purpose after all, is to manage the firm’s regulatory risk. And a firm’s governance, culture and organisational behaviour are core to how all risk is managed within the firm.