Corporate Law - MLP Law

Corporate Law

Welcome to mlplaw, where “Exceptional Lawyers, Exceptional Care” is our promise.

With seasoned experts dedicated to your success, we offer tailored solutions for every corporate need. From acquisitions to governance, our commitment is unwavering.

Trust us to guide you through the complexities, turning your aspirations into achievements. Your success, our priority—experience excellence with mlplaw.

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    Types of Corporate Law Services

    Acquisitions & Disposals (Shares & Assets)

    We can help you deal with:

    • Sales and puchases
    • Business and Asset Sales & Purchases
    • Management Buy-Outs (MBO) or similar arrangements

    Management Buy-Outs

    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).

    Company Incorporations & Share Structures

    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.

    Share Restructuring Including Group Reorganisations

    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

    We deal with all aspects of the following:

    a) 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

    b) Company Restructuring

    Putting a new holding company in and transferring key assets (share for share exchange)

    c) Group Restructures

    • Demergers to hive-off non-core divisions/companies
    • Mergers to combine with another business
    • Wind-up/strike off dormant companies

    d) Insolvency and Restructuring

    Distress sales

    Shareholders Agreement

    Articles of Association

    Cross Options & Put & Call Options

    Joint Venture Agreements

    Usually involves a joint venture between two companies ie.  they set up a new company for the venture (whether to buy another business, or set up a property holding company, or another venture) and each hold a percentage of the shares.  The joint venture agreement and articles of association of the joint venture company will detail the rights and obligations of each party and deal with funding, management, resources and the return on investment both during the course of the joint venture and/or on a sale/exit.

    Investments

    Employee Ownership Trusts (EOT) & Employee Benefit Trusts

    We deal with all aspects of the following:

    1. a) 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.

    1. b) 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

    Share Options 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:

    a) 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.

    b) 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.

    c) 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.

    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.

    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.

    Corporate Law Experts

    Stephen Attree

    Managing Partner
    Stephen is the Owner of MLP Law and leads our Commercial, IP and Dispute Resolution teams. View profile

    Rachel Owen

    Partner - Corporate
    Rachel qualified in 1999 and had has specialised mainly in Corporate law, acting for a range of clients. View profile

    Karen Delamore

    Partner - Corporate and Commercial
    Karen has broad and extensive experience in corporate and commercial law. View profile

    Ella Coverley

    Solicitor - Corporate, Commercial and IP
    Ella joined MLP Law Ltd in 2019 as a paralegal in the Corporate and Commercial team. View profile

    Amelia Denton

    Trainee Solicitor - Commercial and IP
    Amelia has recently completed her LPC with the University of Law. View profile

    Max McGenity

    Trainee Solicitor - Corporate
    Max is a Trainee Solicitor in the Corporate team working with a variety of clients such as owner-run businesses. View profile

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    About the expert

    Stephen Attree

    Managing Partner

    Areas of expertise

    Stephen is the Owner of MLP Law and leads our Commercial, IP and Dispute Resolution teams which provide 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 and GDPR.

    • Corporate advice and governance
    • Shareholder and director disputes
    • Succession planning
    • Growth planning
    • Buying and selling businesses
    • Copyright and Trade Mark advice

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    Stephen Attree?

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