Commercial & Corporate Law

What does commercial law cover?

Commercial law refers to the body of law governing the rights and relations of businesses engaged in trade, either with the public directly or with other businesses. It is one of the most important areas to consider when setting up or running a business, as it can have a huge impact on the success of the business.

Commercial law is intended to support business and covers all legal issues that may arise in the course of operating a business, however large or small.

We advise on all aspects of company and commercial law, including:

  • Business transactions
  • Business structures – choosing the most appropriate legal structure for your enterprise
  • Structuring of MBOs working with the management team or the shareholders leaving the business
  • Sales of all types of assets such as commercial property, leases, intellectual property and licences
  • Adoption of SPVs (special purpose vehicles) to undertake joint ventures
  • Implementation of demergers, spin offs and reconstructions of businesses
  • Negotiation of investment agreements on behalf of private investors or the business receiving investment, specialising in setting up tax efficient investments via SEIS/EIS
  • Taxation of share transactions including the provision of shares and options including EMI options to employees
  • Corporate law advice for start-ups and high growth businesses
  • Buying or selling of businesses, whether share sale or asset sale

Company Services – Officers and Shareholder Advice

Directors are officers of the company responsible for managing it and making decisions regarding the company’s operations on a daily basis, for the benefit of the shareholders. A private company must have at least one director and a PLC must have at least two.

Certain important decisions, for example, to change the company’s name must be made by the shareholders at a general meeting, however most decisions will be made by the directors.

Directors must abide by a number of duties which are set out in sec171-177 CA 2006, and include duties such as to ‘promote the success of the company’, and ‘exercise reasonable care, skill and diligence’.

We can advise company officers on the formalities involved in the day-to-day running of their business, or advise shareholders on whether the company has correctly followed the relevant procedures.

Company Services

We provide a range of company and regulatory services including:

  • Changes of Company Name
  • Share Issue
  • Share Option Agreements
  • A Company’s Purchase of its Own Shares
  • The Re-organisation of Share Capital
  • Creation of Employee Share Schemes (CSOP’s, EMIs, SAYE, and EBTs)
  • Increases or Reduction of Share Capital
  • Creation of New Classes of Shares
  • Minority Shareholders Protection and Rights
  • Regulatory Compliance
  • The Appointment and Dismissal of Company Directors
  • Directors Duties
  • Preparation of New or Amended Memorandum and Articles of Association

Shareholder Advice

When setting up a company, it is easy to assume that nothing can go wrong in the future. You might assume that as you trust one another you do not need to put in

place something like a shareholder agreement – you might think that asking for a shareholder agreement will make it sound like you do not trust or respect your new business partners. However, without an agreement in place you risk uncertainty and potentially difficult legal disputes down the track.

A shareholder agreement sets out the rights and responsibilities of company shareholders and provides for a range of contingencies to manage the many planned and unforeseen events that can affect a business.

EMI Scheme Planning

Enterprise Management Incentives (EMIs) are Government-backed employee share options which allow companies to grant rights to employees to acquire shares.

EMI options can be used to retain and motivate selected employees or all employees (as the company’s shareholders see fit). The scheme confers significant tax benefits on both companies and their selected employees.

EMI is extremely flexible and can be tailored to meet a company’s specific objectives.

Contracts

Business contracts include franchise agreements, distribution agreements, agency contracts and employment contracts. Ensuring the terms and conditions of business contracts are accurate, whether for the supply or purchase of goods and services or employing staff, is essential to avoid fines, directorship disqualification or even being liable for criminal or other damage.

Disputes

Unfortunately, it is almost inevitable that in the course of running a business, disputes are likely to arise at some point. Knowing how to navigate and manage such disputes can be key to ensuring the long-term success of the business.

The parties to a commercial law dispute may comprise incorporated businesses, partnerships, government bodies or others such as consumers and suppliers or sole traders. See Commercial Litigation & Dispute Resolution.

If you need any assistance contact one of our lawyers at [email protected] or call 44-151-328-1968 for a no-obligation discussion and for expert legal advice.