We deal with all aspects of the following:

• Company Sales and Purchases

The sale and/or acquisition of the entire (or any part) of the share capital of a company from its shareholders, whereby you buy the Company and everything in it

• Business and Asset Sales and Purchases

The sale and/or acquisition of the business (as a going concern) and assets of a company, whereby you chose which assets to acquire and which liabilities you will take/leave behind with the selling company

• Management Buy-Outs (MBO) or similar arrangements

A management buyout is where the core management team of a company work together to buy a company, or part of it.  The buyout may be funded by bank loans or by private equity finance.

A management buy in is where a new management team is brought in to run the business following the acquisition. Management is given a minority stake in the new company and the private equity fund will hold the controlling interest.

There are other similar arrangements known as a buy-in management buy-out (BIMBO) and a vendor induced management buy-out (VIMBO).

Read more on:

• Management Buyout
• Considerations for an MBO
• The Legal Process for MBO
• Financing an MBO
• How to Sell your Company
• Hit the road Jack… Is it time to sell your company?
• Indemnities in Acquisition Agreements
• Selling a Business? Here are some Tax Considerations to help you decide between Share Sale or Asset Sale
• Successful Mergers and Acquisitions – Integration Strategy
• Guide to Buying a Business
• Warranties and Indemnities in Acquisition Agreements
• Buying or Selling a Business: Shares or Assets?
• To sell or not to sell: Considerations for Business Owners

We deal with all aspects of the following:

• Share Restructuring
  • Different share classes with different rights
  • Share buybacks – To purchase shares from an exiting shareholder
  • Capital reductions – To get excess ‘cash’ out of the company
• Company Restructuring
  • Putting a new holding company in and transferring key assets (share for share exchange)
• Group Restructures
  • Demergers to hive-off non-core divisions/companies
  • Mergers to combine with another business
  • Wind-up/strike off dormant companies
• Insolvency and Restructuring
  • Distress sales

Read more on:

• Don’t be like Logan Roy… deal with your Succession planning!
• Share-based Incentives for Private Companies
• Families in Business and Family Businesses – What Next?
• Exit Options for Business Owners
• Shareholder Dispute
• Should I Stay or Should I Go?
• Debenhams’ Shareholder Strife – Lessons for your business
• Succession Planning for Business Owners Part 1 – Some Exit Options
• CORPORATE INSOLVENCY & GOVERNANCE ACT 2020 (Act)
• Preparing for a Share Sale: Company Health Check

The purpose of share option schemes is to recruit and retain and incentivise staff, as well as rewarding performance and enforcing good/positive behaviours.

We deal with all aspects of the following:

• EMI Schemes (Enterprise Management Incentive)

These are one of the most popular share-based incentive plans and are often the best approach.  They are very flexible and very tax efficient.  However, they are not available to all companies, due to the qualifying criteria.  These are a HMRC plan.

• Other HMRC Share Option Schemes

These include CSOP, SAYE and SIP.  These are alternative HMRC plans.  They are less flexible than EMI but still provide capital gains opportunities and income tax reliefs.

• Unapproved Share Schemes

If HMRC schemes are not available or not suitable, a company can still look to put in place income-taxed arrangements including non-tax advantaged options, phantom options, etc.  These are much more flexible arrangements as a company does not have to meet any qualifying criteria or seek elections/approval from HMRC. They are, by their nature, less tax-advantaged than the HRMC schemes detailed above. Income tax will be charged when an individual makes a gain.

Read more on:

• EMI Schemes and how the 2023 Spring Budget can help your Small – Medium Business
• How to Attract and Retain Employees

We will deal with:

• EIS (Enterprise Investment Schemes) and SEIS (Seed Enterprise Investment Schemes)
Advising on these government backed investment schemes into small or medium sized companies (SMEs) including the investment criteria and terms

• Investments from banks, private equity or venture capital funding, high net worth individuals or business angels
Advising on investment options, the terms of investments, the legal implications and terms of security documents

Whether acting for borrowers or lenders, we can deal with all aspects of the following:

• Loan Agreements

Advising upon suitable options for raising funds, whether through an overdraft, loan agreement, other finance facility or refinancing existing debt.  Drafting, reviewing, advising upon and negotiating terms of relevant loan/facility agreements.

• Security Documents

Advising lenders on suitable security to mitigate their risk of lending and drafting relevant security documents.

Advising borrowers on the security they have to give over the company’s assets to secure their borrowing, whether mortgage deed, legal charge, debenture or other types of security, including personal guarantees from directors/shareholders.

• Intercreditor/Subordination Documents

Dealing with existing security and drafting/negotiating deeds of subordination/intercreditor agreements.

We deal with and advise on all aspects of the following:

• Holding BMs

A board meeting is an official meeting of a company’s directors. Certain company decisions need to be approved via a resolution of the directors at a board meeting. More broadly, they can be a useful forum to identify and discuss issues and plan for the future.

• Shareholders Meetings

If a company decision is particularly important, its articles of association (or indeed UK statute) may state that approval by the company’s shareholders is required via a resolution of the shareholders at a meeting. Shareholders meetings may have specific rules governing them to ensure decisions are made fairly.

• AGMs

On top of shareholders meetings called in connection to specific issues that require shareholder approval, unless a company’s articles of association state otherwise, a company’s shareholders (and usually its directors) must meet annually to discuss general business matters and address any resolutions that must be made annually.

• Passing Resolutions

There are several ways in which directors and shareholders can pass resolutions. Most notably, these can be in person or in writing. Each method carries its own restrictions and requirements. Which method is preferable will depend on the context of both the company and the decision to be made.

We deal with and advice on all aspects of the following:

• Partnership Agreements

A Partnership is created where a relationship exists between two or more people carrying on a business in common with a view to profit from such business.  Having a Partnership Agreement in place is important to set out a clear undertaking of each members contractual obligations and provide the framework for the day to day running of the business and would usually specify the profit share and decision making of the business.

• Limited Liability Partnerships (LLPs)

 An LLP is a kind of hybrid company adopting characteristics from a Partnership and from a Limited Company. An LLP must be incorporated at Companies House with members / partners and will have a set of Articles.  Having an LLP Agreement in place sets out a clear undertaking of each members contractual obligations and provide the framework for the day to day running of the business and would usually specify the profit share (otherwise profit is deemed to be shared equally) and decisions by the directors’ and members.

We deal with and provide advice on the legal aspects of the following:

• Altering share capital

Additional shares can be issued to existing or prospective shareholders to help raise additional finance for the company or to incentivise the shareholder. Such issues need to be done in accordance with a company’s individual rules and regulations.

• Issuing different classes of classes

Companies can have different types (or ‘classes’) of share that have different rights attaching to them e.g. voting at general meetings, entitlement to a dividend etc.

The company’s articles of association may need updating to accommodate different classes.

• Altering rights attached to shares

A company may wish to change its existing issued shares’ rights e.g. to add/remove voting rights or entitlement to a dividend for certain classes of shares

We deal with all aspects of the following:

• Articles of Association

Articles of Association (Articles) is a public document and are effectively the rules of the company. When someone buys shares in a company and becomes a shareholder, they are automatically bound by the Articles of the company.

• Shareholders Agreements

These agreements are private agreements between those involved and contain additional obligations between the shareholders themselves and are supplemental to the Articles.  They are for the benefit of the shareholders and set out the rights, responsibilities, obligations and liabilities of each shareholder.

• Cross Option Agreements

These agreements grant each shareholder an option that in the event of their death, the surviving shareholder(s) have a right to buy the deceased’s shares and enables the deceased’s family to compel the surviving shareholder(s) to buy the deceased’s shares. Such an option is usually backed by an appropriate life assurance policy taken out by each shareholder to ensure there are funds available to cover the purchase of shares.

• Call and Put Option Agreements

A Call Option Agreement is an agreement where a company or a shareholder grants the right (but not an obligation) to buy shares in the company. A company may grant the call option for the issue of new shares or shareholder for transferring existing shares.

A Put Option Agreement usually works alongside a Call Option and is an agreement that grants a right (but not an obligation) for a shareholder to sell shares to a purchaser.

Read more on:

• Articles of Association and Shareholders’ Agreements: What are they and do I need them?
• Insights from “The Traitors”
• All the sole directors – now put your hands up!
• Overview of a Corporate Transaction (Sale or Purchase of Shares)
• The importance of updating Shareholders’ Agreements
• Cross Option Agreements
• Shareholders Agreements and Articles of Association: Does my company need them?

We deal with all aspects of the following:

• Employee Ownership Trusts (EOT)

They encourage the creation of employee owned companies as an alternative to a trade sale.  A trust company will be established, acquiring a controlling interest in the company.  Tax reliefs available but fairly strict rules and criteria.

• Employee Benefit Trusts (EBT)

These are similar to an EOT but a discretionary trust is created under which assets are held for the benefit of employees as beneficiaries.  There are some tax benefits and the EBT is less restrictive than the EOT

Read more on:

• Employee Ownership Trust – Is it an option for you and your business?
• Employee Ownership Trusts
• Share Incentives: A Brief Overview of Employee Benefit Trusts and Employee Ownership Trusts
• Employee Ownership
• Employee Ownership Guide

Joint Ventures are business arrangements in which two or more parties agree to work together on a shared business project in order to accomplish a specific task or tasks.

We will deal with all aspects of:

• Joint Venture Agreements

Advising on the key terms of the agreement, drafting and negotiating the agreement, advising on the provisions and conditions of a drafted agreement and amending or varying the agreement.

We deal with and provide advice on the legal aspects of the following:

• Incorporating companies

The set-up of a new company at Companies House to your specifications. This includes appointing directors, scheduling the accounting year and confirming the initial share capital. Where needed, we can draft bespoke articles of association to create specific rules for your company or different classes of share with different rights attaching to them.

• Issuing and transferring initial shares

When setting up a company, decisions need to be made regarding its ownership, the proportion of the total share capital to be held by each shareholder, and the types (or ‘classes’) of share each individual or company will hold.

We provide advice on all aspects of the following:

• Directors Duties

The directors of a company are generally responsible for its management, but their powers are constrained by both the company’s articles of association and statutory duties. They are personally subject to these duties and may be liable to penalties should they fail to carry these out.

• Trustee Directors Duties

In situations where a Trustee of a Trust is a company, the director(s) of that company have both obligations and duties to their company and the Trust and may wish to distinguish between the two and understand how they interplay.

Read more on:

• Directors Duties

Advising start-up businesses (together with colleagues in Employment, Property, Commercial and IP) with all aspects to be considered in a new business.  In the Corporate Team, we will advise on:

• Business Structures

Advising on which is the best business structure for you, whether it be a sole trader, a partnership, an LLP or a limited company and setting up this structure

• Initial agreements

Dependant upon the type of business structure you choose, it’s likely that either Shareholders’ Agreement, Articles of Association or Partnership Agreements are required.

We will then refer you to our colleagues to deal with matters such as Commercial Contracts (ie. Terms and Conditions, Confidentiality Agreements, Consultancy Agreements, Distribution/Agency Agreements, Franchise Agreements, etc.; colleagues in Property to look at premises required for the business; colleagues in IP to look at protecting a brand and colleagues in Employment to assist with all advice in relation to employees.

Read more on:

• Business Start Up Guide
• A GUIDE TO BUSINESS STRUCTURES