Expert Corporate Law Services - MLP Law

Expert Corporate Law Services:
Elevating Your Business Success

With seasoned experts committed to your success, we offer tailored solutions for all your corporate needs, from buying, selling, structuring, incentivising and investing. We pride ourselves on our pragmatic approach and dedicated commitment to you and your business.

Trust us to guide your through the complexities of transactions, providing straightforward, objective advice and achieving positive outcomes.

Your success is our priority and is at the heart of everything we do.

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Corporate Team

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0161 926 9969

Our expertise in the following areas

Acquisitions and Disposals (Shares & Assets)

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).

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Share Restructuring and Group Reorganisations

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

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Share Option Schemes

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.

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Investments

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

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Banking and Finance

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.

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Corporate Governance

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.

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LLPs and Partnerships

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.

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Share Structures

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

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Shareholder Arrangements

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.

 

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Employee Benefit Trusts and Employee Ownership Trusts

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

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Joint Ventures

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.

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Company Incorporation

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.

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Directors Duties

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.

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Business Start Up

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.

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Our Team

Stephen Attree

Managing Partner - Corporate, Commercial, IP and Disputes specialist

Rachel Owen

Partner - Corporate

Karen Delamore

Partner - Corporate and Commercial

Ella Coverley

Solicitor - Corporate, Commercial and IP

Amelia Denton

Trainee Solicitor - Corporate, Commercial and IP

Max McGenity

Trainee Solicitor – Commercial, IP and Dispute Resolution

Stephen Attree

Managing Partner - Corporate, Commercial, IP and Disputes specialist

Stephen is the Managing Partner of mlplaw and has over 25 years’ experience advising on all aspects of contentious and non-contentious business law and business ownership. Recommended in both Legal 500 and Chambers & Partners, Stephen is renowned for his ability to quickly identify a client’s successful outcome and to then relentlessly pursue that outcome.

Stephen has developed a particular specialism in digital, technology, healthcare and family owned businesses. He covers all areas of business law and ownership, including commercial litigation and private disputes, and together with his corporate and commercial team provides advice on all aspects of the law relating to mergers, acquisitions, financing, re-structuring, complex commercial contracts, standard trading terms, share options, shareholder and partnership agreements, commercial dispute resolution, joint venture and partnering arrangements, IT and Technology law, Intellectual Property, EU and competition law, Brexit, Data Protection and GDPR.

Stephen spent over 10 years at a leading city firm before moving to mlplaw which he acquired through a MBO in 2014. He continued to develop the firm as a boutique corporate and commercial firm with a specialist private client offering renowned for the quality of its people and its first class client service. During that time Stephen has published a book “Family Business Succession – the options and pitfalls” and raised significant amounts of money for charity.

Stephen works closely with mlplaw’s leadership team to implement improvements and innovations that enhance the service we provide to clients and that make mlplaw an even greater place to work.  This includes a collaborative and innovative approach to pricing including aligning our charges to the outcomes delivered for clients and monthly retainers that covers all our services and a full commitment to hybrid and flexible working and an impressive, flexible, benefits package.  He champions our “Do the Right Thing” initiatives especially our Equality, Diversity and Inclusion efforts and supporting our chosen social enterprises and charities with free advice.

Email: stephena@mlplaw.co.uk
Phone: 0161 926 1524

Rachel Owen

Partner - Corporate

Rachel is a highly experienced Corporate lawyer who joined mlplaw in 2019 from a national law firm and now leads the Corporate Team.

Rachel’s main area of work is mergers and acquisitions covering share and asset acquisitions and disposals, but includes management buy-outs, investments, group re-organisations, demergers, joint ventures, shareholders agreement, articles of association, cross options, share capital arrangements, corporate governance, employee ownership schemes and share incentive schemes.

She has a pragmatic approach and understands client’s priorities and objectives. She assists with the day to day needs of business clients.

Rachel has gained particular experience in the Insurance and Healthcare sectors, but acts for clients from across the spectrum.

Email: rachelo@mlplaw.co.uk
Phone: 0161 926 1579

Karen Delamore

Partner - Corporate and Commercial

Karen has broad and extensive experience in corporate and commercial law and particular expertise in equipment leasing and asset finance, both working in law firms and in- house positions.

Karen studied French and Russian at Oxford University before attending Chester law school and training in a London law firm. She relocated, shortly after qualifying, to Paris and spent several years working in the Paris branch of the London law firm, specialising in shipping and aviation finance where her clients included French banks ,a leading Irish aircraft lessor and a major French shipping company. She returned to the UK in 1998 and spent 12 years as senior counsel in GE Capital’s European equipment leasing business and (after its sale from GE ) 4 years for TIP Trailer Services working on major customer leasing transactions and disposals and acquisitions of related businesses . Prior to joining MLP Karen was a partner in a national law firm. In her spare time Karen enjoys golf, yoga, dancing and learning Spanish.

Email: karend@mlplaw.co.uk
Phone: 0161 926 9969

Ella Coverley

Solicitor - Corporate, Commercial and IP

Ella joined mlplaw in 2019 as a paralegal in the Corporate and Commercial team providing advice to businesses and private individuals. Ella’s particular interest lies with the company/corporate side of the department.

Previous to her employment with mlplaw, Ella spend over 12 years in Event Management before she decided to go back into education and study law.

Ella graduated from the University of Manchester in 2017 and finished her LPC with the University of Law.

Outside of work Ella spends most of her time with her family enjoying theatre breaks and weekend trips around the UK.

Email: ellac@mlplaw.co.uk
Phone: 0161 926 1512

Amelia Denton

Trainee Solicitor - Corporate, Commercial and IP

Amelia completed her LPC with a distinction in 2021 with the University of Law. Whilst studying for both her LLB and LPC, Amelia gained experience working as a legal assistant both in practice and in-house. It was during this time and experience that emphasised her particular interest within commercial law.

Amelia is a valued member of our Commercial, IP and Dispute resolution teams, she advises on all aspects of contentious and non-contentious business law. Amelia hopes to develop her knowledge and skills further enabling her to progress at MLP Law, ultimately qualifying as a solicitor.

Outside of work Amelia enjoys trying different restaurants, watching live music and attending comedy clubs, country walks and spending time with family and friends.

Email: ameliad@mlplaw.co.uk
Phone: 0161 926 1528

Max McGenity

Trainee Solicitor – Commercial, IP and Dispute Resolution

Max is a Trainee Solicitor in the Commercial, IP and Dispute Resolution team and works with a variety of clients such as owner-run businesses, national corporations and private individuals.

Having joined mlplaw as a Corporate Paralegal in November 2021, Max has built up experience in this area and hopes to continue developing his Business Services skillset.

Max graduated from the University of Oxford in 2014 and has since been a manager at a national education charity and started his own business as a Personal Trainer and Yoga Teacher. He completed his LPC and LLM at BPP University Manchester, having gained legal work experience at both a mid-sized Liverpool practice and a large London firm.

Having stepped away from the fitness industry to return to the law, Max’s love of exercise continues outside of work; he is a regular gym-goer and a fan of physical challenges. He also enjoys live music and comedy, and a good pub quiz.

Phone: 0161 926 1523

Why choose us

1. Expertise and Experience

Our Partner-led teams have decades of experience in assisting all types of businesses and business owners in different transactions and offer a first-class experience.
We are also a Legal 500 recommended  team.

2. Our Approach

Providing comprehensive business legal services to all shapes and sizes of businesses in a dynamic and interpersonal way, our commitment to you is reliability, flexibility, honesty and transparency.

3. Collaboration

Taking time to understand you and your business and working in tandem with you and in collaboration with other experienced teams within the business (ie. Employment, Commercial, Property, Disputes) to achieve results in an effective manner.

Testimonials

Very efficient and responsive in engaging clients, keeping them up to date on the progress of matters, and responding to queries.

-Legal 500

Rachel Owen is extremely personable and easy to contact. She breaks down technical, legal jargon into plain English! She is very empathetic to client issues.

-Legal 500

A really great multidisciplinary team able to handle my firm needs, I have dealt with many solicitors in over fifty acquisitions and MLP stands out as pragmatic and proportional with sound, hands-on advise.

-Legal 500

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