Company, Commercial and Business Law

We can assist you with the setting up of your new company or business. This includes advising on the legal structure, and drafting loan documents, shareholder agreements and partnership agreements.

We can advise on rounds of investment, covering equity, debt or a combination of the two, when you raise the necessary funds for your growth.

We can also prepare your standard terms and conditions of sale or supply, and advise on the protection of intellectual property and data protection, so that you are legally covered from the word go.

As you will be aware, company directors and officers face numerous responsibilities. We can help you comply with your statutory duties and with the many day-to-day legal issues your business needs to deal with. We can provide company secretarial support.

We will work with you to ensure you receive the legal foundation you require as efficiently and cost-effectively as possible. We take a commercial approach and will tailor our service to your company’s needs and budget.

If you are setting up a new company with other shareholders or investing in an existing company, we would advise you to enter into a shareholder agreement. This is a legal contract between you and your fellow shareholders that sets out rules for how the company is to be run and how your shareholding is protected. A shareholder agreement may deal with issues such as:

• Who the directors of the company will be and what power the shareholders have to appoint or remove directors
• What actions can only be carried out by the company with the approval of all, or a specified percentage of, the shareholders. This may include:
  • buying or selling assets
  • borrowing money and taking new investors
  • employing new people
• What dividends the shareholders may be entitled to
• What happens if a shareholder wants to sell their shares, or when a shareholder might be forced to sell their shares
• How a deadlock between the shareholders is resolved

Having a shareholder agreement in place significantly reduces the likelihood of the shareholders getting involved in a costly dispute. By anticipating certain scenarios, and setting out how they are to be dealt with, potential problems can be nipped in the bud.

A shareholder agreement needs to be drafted so as to dovetail with the company’s articles of association. Every company has articles of association that set out the company’s governing rules. The articles of association are a public document (filed at Companies House) and it is usually preferable to include sensitive matters in a shareholder agreement, which is a private document.

Shareholder agreements should be reviewed regularly to ensure that their provisions remain suitable as the company grows or its shareholding alters.

We regularly deal with the sale and purchase of companies, businesses and business assets.

This often starts with the signing of confidentiality and non-disclosure agreements and we can draft these for you or advise you on their terms.

The documentation on corporate deals can be complex and usually includes negotiating a share/asset sale agreement, warranties and indemnities, and disclosures as well as issues relating to the transfer of employees (TUPE).

Alongside the negotiation of the documents, we will carry out a due diligence exercise on the business to the extent you require.

We will provide you with the practical, hands-on advice you require for your sale or acquisition.

There is every likelihood your business or company will enter into legal contracts at some stage. These might include joint venture, licensing, agency or distribution agreements.

We can also advise on information technology agreements, including software and app development, maintenance and licensing, supply of IT services and hardware, and outsourcing.

We can help you negotiate the best commercial terms for these and any other legal agreements your business enters into.

We will do so efficiently and cost-effectively in order to meet your business deadlines.

The preparation of consumer terms and conditions requires particular care.  A business supplying goods or services to consumers is subject to greater restrictions on what its standard terms can say, and a consumer has rights that need to be explained to them.

We can guide you through the minefield of limiting and excluding your liability to the consumer, as provisions that are unfair could potentially be unenforceable against the consumer.

We can help you ensure that your standard terms and conditions are compliant with the law on consumer contracts and online selling (whether you sell goods, services or digital content), and advise you on the processes for the terms to be accepted by the customer. This work often runs in tandem with preparing your website privacy policy and terms of use.

Data protection law is a hot topic in the UK after significant changes in legislation in 2018 (GDPR), with more to come, and after a number of high profile security breaches.  We can help you review your practices and ensure compliance with the legal requirements for the protection of personal data and privacy rights.

Our services include:

• Data protection audits and mapping exercises
• Assistance with registration with the Information Commissioner’s Office
• Drafting of outward- and inward-facing privacy statements and internal policies
• Review of contracts with third parties to ensure they meet the conditions where any processing is outsourced
• Advice on the cross-border flow of personal data
• Advice on direct and electronic marketing, use of cookies, and consent requirements

A company’s brand and other intellectual property rights (IPRs) can be valuable assets or even the cornerstone of its business.  We can advise you on how best to protect and exploit your IPRs.  Our services include:

• Advice on trade marks, copyright, designs and patents
• Assistance with the development of an IPR strategy
• Registration of trade marks in the UK or across the EU
• Protection of confidential information
• The transfer and licensing of IPRs

Our website audit package involves:

• a detailed review of your website to check its compliance with relevant laws as set out below; and
• a recommendation report detailing areas in which you are non-compliant and the steps you should take to reduce your legal risk exposure.

The recommendation report will cover the following:

• Website information requirements – whether you are providing all the information to your users that the law requires. We will tell you what is missing.
• Privacy Policy – whether your policy is GDPR-compliant. We will advise what gaps should be completed.
• Cookies – whether your existing cookie policy and notices are compliant with the law on cookies. We will advise on the necessary changes to make them compliant.
• Marketing – whether you are obtaining all requisite consents properly and following data protection rules on e-marketing. We will advise what changes are needed to your procedures and/or consents.
• Terms of Use – whether they cover all the recommended bases. We will let you know what tweaks are necessary.
• Terms and Conditions – whether the terms you use for the supply of goods and services are compliant with consumer law and contain the minimum recommended protections for you. We will highlight any key deficiencies.
• Intellectual Property – whether you are properly protecting your IP. We will give you general advice on protection of your website copy and your main trade mark or brand.
• Review of e-commerce process – whether you are complying with consumer legislation when selling online. We will review your online order process and let you know where it falls short.

To get started we just need your web address and audits normally only take a week to complete. Please contact us with your web address and we shall quote a fixed fee for this service.

Following our recommendation report, we can supply quotations for the legal work and/or redrafting in relation to the relevant recommendations.