Corporate and Commercial Lawyers in UK: Romford, Upminster, Brentwood
Launching, running and developing your business can be a hugely rewarding process. It can also be incredibly demanding, but we can take care of the legal issues so they don't add to those pressures.
From starting up a new business or restructuring an existing company, to establishing partnerships, setting out contracts, entering into joint ventures, and even planning exit strategies, you will be guided, advised and supported throughout.
Overview of Legal Regulations in the UK
The legal regulations for companies in the UK encompass a broad spectrum of statute, case law and guidelines governing corporate conduct. Key areas include company formation and registration, corporate governance, employment law, tax regulations and compliance with industry specific rules. These regulations aim to ensure transparency, protect shareholders, maintain fair competition and uphold ethical business practices. It is crucial for companies to stay informed about these regulations to operate within the legal framework, mitigate risks and foster a trustworthy business environment. Consulting legal professionals can be instrumental in navigating and complying with the intricate landscape of UK corporate regulations.
The Function of Corporate Law Firms in UK
Corporate law firms in the UK play a pivotal role in assisting businesses with legal matters related to their operations. The corporate law firm specialises in providing legal advice services pertaining to company formation, mergers and acquisitions, contractual agreements, compliance with regulatory frameworks, employment law issues, and dispute resolution. By staying abreast of ever evolving legal landscapes the corporate law firm helps businesses navigate complex legal challenges, minimise risk and ensure that their activities align with the prevailing laws and regulations.
Corporate and Commercial Law Enquiry
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Mergers, Acquisitions, and Corporate Restructuring
In the competitive corporate environment, a business may need to develop and expand to maximise its potential. One way to achieve this is by acquiring other businesses. Similarly, a business may be bought to broaden the buyer's client base and increase market share; or, as a business owner, you may simply feel that it’s time to sell your company and reap the rewards of all your hard work.
Whatever the reason behind your decision, Mullis & Peake’s dedicated and highly experienced corporate team are there to provide you with professional advice and guidance on mergers and acquisitions, share purchases and disposals as well as management buy-outs and buy-ins.
Mullis and Peake Corporate and Commercial Law Services:
You will have access to our vast experience dealing with all types of business structures, including sole traders, partnerships, limited liability partnerships and companies. Our strong links with accountants, bankers, independent financial advisers and other professionals help give you access to a range of other advisers.
The knowledge and advice is tailored to meet your individual needs, and you will be worked closely with to make sure that we understand your aims and objectives.
Shareholder Agreements
A shareholder’s agreement is an agreement between the shareholders of a company and regulates the relationship between them.
Joint Ventures
A joint venture is a commercial arrangement between two or more individuals or businesses. If you do not have the required resources to be able to develop a certain aspect of your business, then one option may be a joint venture between two independent bodies.
Partnerships Law
If you are considering going into business with a partner or group of partners it is highly advisable to enter into a partnership agreement.
A partnership is a relationship between individual partners. Partners are jointly liable with the other partners for all the debts and obligations that the partnership incurs while they are a partner. On the positive side the partners between them own all the assets and are entitled to all the profits generated by the partnership.
Restructuring & Insolvency
If you are struggling with financial difficulties we can help you through restructuring and insolvency.
Company Health Check
We are now offering our ‘Company Health Check’ service for all SME’s who are either looking to prepare their company or business for sale or for companies that are looking to make sure that they are fully up to date and compliant.
Commercial Contracts Law
If you are selling goods or providing a service it is essential to have well drafted and reliable Commercial Contracts as a basis for any arrangement.
Franchising
Franchising allows a company with a well-known brand or business model to license its brand and business model, intellectual properties (such as logos, trademarks, and patents), and corporate goodwill to another company or individual. The franchise model allows a business to benefit from goodwill that has already been generated.
Legal Aspects of Corporate Transactions
Corporate transactions involve a series of complex legal aspects that require careful consideration and expertise. Key elements include:
1. Due Diligence: Before any transaction, thorough due diligence is conducted to assess the legal, financial, and operational aspects of the target company. This ensures that the buyer is well-informed about potential risks and liabilities.
2. Transaction Structuring: Determining the appropriate legal structure for the transaction is crucial. This involves choosing between an asset purchase, stock purchase, or merger, each with different legal implications and tax consequences.
3. Documentation and Contracts: Drafting and negotiating transaction documents, such as the purchase agreement, shareholder agreements, and other contracts, are fundamental. These documents outline the terms and conditions of the deal, including warranties, representations, and covenants.
4. Regulatory Compliance: Corporate transactions often require compliance with various regulatory bodies. This could involve antitrust regulations, industry-specific regulations, or obtaining necessary approvals from government authorities.
5. Financing Arrangements: If the transaction involves financing, legal considerations extend to negotiating and documenting the terms of financing agreements, addressing issues like security interests and repayment terms.
6. Employee Matters: Employment-related issues are critical, including the transfer of employees, compliance with employment laws, and addressing potential changes in workforce structure.
7. Closing and Post-Closing Matters: The legal process extends beyond the closing of the deal. Post-closing matters may involve fulfilling any remaining obligations, transitioning employees, and ensuring compliance with post-closing adjustments.
Navigating these legal aspects requires collaboration between legal professionals, financial advisors, and other experts. A well-executed legal strategy ensures that corporate transactions are conducted smoothly, minimising risks and maximising the benefits for all parties involved.
Regulatory Framework in Corporate Law UK
The regulatory framework in corporate law in the UK is a comprehensive set of rules and regulations that govern the formation, operation, and dissolution of companies. Key components include:
1. Company Formation and Registration: The process of establishing a company in the UK is governed by laws specifying the required documentation, registration procedures, and compliance with Companies House, the government's official register of companies.
2. Company Constitutions: Companies are required to have a constitution outlining the rules for the internal management and administration of the company. This typically includes the distribution of powers among directors, voting rights, and procedures for meetings.
3. Disclosure and Transparency: Companies are obligated to provide accurate and timely information to shareholders, regulatory bodies, and the public. Financial reports, annual accounts, and other relevant disclosures contribute to transparency and accountability.
4. Directors' Duties: Directors have fiduciary duties to act in the best interests of the company, exercise reasonable care, avoid conflicts of interest, and promote the success of the company. The Companies Act 2006 outlines these duties.
5. Shareholder Rights: The regulatory framework ensures that shareholders have certain rights, including the right to vote on significant matters, attend general meetings, and receive relevant information about the company's affairs.
6. Insolvency Laws: In cases of financial distress, the Insolvency Act 1986 provides the legal framework for insolvency proceedings, balancing the interests of creditors, shareholders, and other stakeholders.
7. Employment Law: Corporate law intersects with employment law, governing issues such as contracts, employee rights, and the transfer of employees during mergers or acquisitions.
Understanding and adhering to this regulatory framework is essential for companies operating in the UK. Legal professionals specialising in corporate law play a crucial role in helping businesses navigate these regulations, ensuring compliance and mitigating legal risks.
Corporate Lawyers vs. Commercial Solicitors - What's the Difference?
Corporate solicitors and commercial solicitors are legal professionals who specialise in different aspects of business law, each focusing on distinct areas within the corporate and commercial landscape.
Corporate Solicitors:
1. Scope of Work: Corporate solicitors primarily deal with matters related to the formation, structure, and governance of companies. They handle legal issues concerning the internal workings of a corporation, including compliance with company law, corporate governance, and directorial responsibilities.
2. Typical Tasks: Corporate solicitors often assist in company formation, drafting and reviewing articles of association, advising on directors' duties, overseeing shareholder agreements, and facilitating mergers and acquisitions.
3. Specialisation: Their specialisation lies in corporate structures, ensuring that businesses adhere to legal frameworks, and providing guidance on shareholder relations and corporate compliance.
Commercial Solicitors:
1. Scope of Work: Commercial solicitors, on the other hand, have a broader focus, encompassing a wide range of business-related legal matters. They handle transactions and contracts that businesses engage in, addressing the legal aspects of commercial activities.
2. Typical Tasks: Commercial solicitors are involved in drafting and negotiating contracts, handling commercial disputes, providing advice on regulatory compliance, and addressing issues related to intellectual property, employment, and commercial real estate.
3. Specialisation: Their specialisation spans a variety of business transactions and activities, ensuring that companies operate within legal boundaries in their day-to-day commercial dealings.
Overlap:
While there is a distinction between the two roles, it's important to note that there can be overlap. In smaller firms or with individual practitioners, a professional may handle both corporate and commercial matters. However, in larger firms or specialised practices, there is often a clear differentiation between corporate solicitors focusing on internal company matters and commercial solicitors dealing with external business transactions and relationships.
In summary, corporate solicitors primarily deal with the internal workings of companies, ensuring compliance with company law and governance, while commercial solicitors have a broader focus on the legal aspects of business transactions and commercial activities.
Why work with Mullis and Peake in Corporate and Commercial Law?
Representing Client Interests
At Mullis & Peake our client-centric approach is woven into the fabric of our representation. We begin by understanding your unique needs, challenges, and goals, ensuring that our legal strategies are precisely tailored to serve your best interests.
Our seasoned legal professionals specialise in various facets of corporate law, offering a wealth of expertise to address the diverse challenges you may encounter. Throughout our engagement, we prioritise transparent communication, providing you with clear explanations and updates at every stage. Whether negotiating complex deals or representing your interests in legal proceedings, our team approaches each situation with diligence and tenacity, aiming for the best possible outcomes for you.
We actively identify and mitigate potential legal risks, offering you a solid legal foundation for your business activities. As the legal landscape evolves, so do our strategies—we stay ahead of changes in regulations, industry standards, and legal precedents to ensure your interests are protected. Our collaboration is more than a transaction; it's a partnership that integrates legal expertise with your business insights, creating a synergy that propels your objectives forward.
Rich Experience in Corporate and Commercial Law
At Mullis & Peake our distinguished reputation in corporate and commercial law is underpinned by a wealth of experience. Our seasoned legal professionals bring extensive expertise, having navigated a myriad of complex cases and transactions. With a track record of successfully representing clients in diverse corporate matters, from mergers and acquisitions to contract negotiations, we possess a deep understanding of the intricate legal landscape. Our commitment to staying abreast of evolving laws and industry trends ensures that our clients benefit from insights that are not only rooted in experience but are also attuned to the dynamic nature of corporate and commercial regulations.
Professional Dispute Resolution in Corporate and Commercial Law
Commercial disputes can be technically complex, sensitive and stressful for all involved. If you are concerned about a commercial dispute it is important that you seek advice as quickly as possible.
As a business owner or manager, you will be investing significant time, money and energy into your business. Whatever the nature of the dispute – whether it's related to contracts or debts, a dispute between partners or directors and shareholders, professional negligence, or a wide range of other areas of potential disagreement – such conflict can be a drain on both time and money.
Adhering to Legal Requirements
Our commitment to adhering to legal requirements is unwavering. We prioritise a meticulous approach to ensure strict compliance with all applicable laws and regulations. Our legal professionals stay vigilant, continuously monitoring changes in the legal landscape to proactively address evolving requirements. Through comprehensive due diligence, transparent communication, and strategic legal counsel, we guide our clients in navigating the intricate web of legal obligations. Trust Mullis & Peake for a dedicated partner that consistently upholds the highest standards of legal compliance, safeguarding your business in an ever-changing legal environment.
Frequently asked questions
Our top tips when starting out are to make sure you understand your role as a Director. When you incorporate a company you will be sent information from Companies House reminding you of your role and responsibilities. One thing you need to remember is that ignorance of the law is no defence, so make sure you understand what it means to be a Director before you take on the role. Also, we would advise, make sure you have a good accountant and a good lawyer. It's certainly worth the expense and you benefit from it in the long run.
The main difference between a share sale and a business and asset sale is who is selling. In a share sale, the sellers are the individual owners of the shares – the shareholders. They sell their interest in the company and receive the purchase price. The company continues to run as it always has. In a business and asset sale, the seller is in fact the company, and it is selling its business and assets. On a business and asset sale the purchase price actually belong to the company.
Heads of terms are the agreed principle terms between a buyer and a seller. Their purpose is to ensure the parties can agree the main principal terms before they incur costs of undertaking due diligence or instructing lawyers. Heads of terms are useful as they set out the purchase price and any conditions attached to the purchase price, for example, if there are targets to be met for deferred consideration or for earn out clauses. You could also include provisions for whether the seller is going to stay on in the business or whether they're going to be a consultant. Heads of terms are not intended to be legally binding. They are intended to be guiding principles so that you can look back at them throughout the transaction process as a reminder as to what was agreed at the outset.
Whether your transaction is a share sale or business and asset sale, there will be a sale and purchase agreement. The sale and purchase agreement is the binding contract between you and your buyer or seller. This will set out the purchase price, the specific agreed terms and additional terms such as restricted covenants, and it will also set out in quite a lot of detail the warranties you're expected to give. Warranties are promises you make about the business, which your buyer relies on when entering into the purchase.
Due diligence is a crucial stage in the transaction, and it's the buyer's chance to effectively audit your company and make sure they know what they're getting. From a legal perspective, it's a good opportunity for your advisors to find out if there are any risks or any issues with the company that they can protect you from in the final sale agreement. From a seller's perspective, it can be quite extensive. You'll receive a long legal due diligence questionnaire, which asks a number of tailored questions to find out as much information about the company as possible. It will assist later on in the transaction when it comes to the disclosure part of the deal, which is your main protection against warranty claims post-completion.
The difference between a shareholder and a director is that a shareholder owns the company. Sometimes there will be one shareholder, sometimes there are multiple shareholders. The shareholders are responsible for making the major decisions within a company, such as appointing directors, changing the company’s structure and amending the articles of association. The directors do not own the Company but are responsible for making the day-to-day decisions about the running of the company, such as the commercial agreements that the company enters into. Directors are accountable to the shareholders. They have statutory duties set out by the Companies Act, and they also have duties to the shareholders, and their actions are governed by the articles of association which are written and prepared by the shareholders.
What happens to your business when you die, will very much depend on the provisions which may be set out in the company’s articles of association or in a shareholders agreement, if you have one. Articles and shareholders agreements can set out rights of pre-emption that give the other shareholders rights to buy your shares on your death. You may also have in place other succession planning, where you have appointed someone in your company with the intention that they take over when you die, or when you leave. If you don't have any pre-emption or succession planning in place and you have model articles and no shareholder agreement, then your shares in the company will pass on your death in accordance with your Will, or if you do not have a Will, in accordance with the intestacy rules.
Deciding which structure is best between a partnership and a company will be dependent on a range of different issues. Income belongs to the partners in a partnership and so they are entitled to take their remuneration straight out of the partnership profit. Whereas income in a company belongs to the company and the shareholders take their remuneration by way of dividends. A company has to be registered at Companies House (as well as HMRC) and will have to publish annual accounts and make regular filings, whereas a partnership only has to register itself with HMRC. A company has limited liability. This means that if the company is sued or owes any debts, the only thing that can be recovered is the company assets and not a shareholder’s personal assets. With a partnership, your personal assets are on the line as you are personally liable. In addition, there are also tax benefits to both. It is best to take advice from an accountant on what is the most tax efficient way of running your business.
What you need to know about your buyer firstly is, how are they financing the purchase. They could be financing it through cash that they hold on account, or they could be taking a loan, or they could be backed by an investor. Each different method of funding is going to have an impact on how the transaction runs. Secondly, it's good to know whether they are being advised by solicitors and accountants because this will make the whole process a lot more streamlined. Thirdly, it's good to know why your buyer is purchasing your company. How does your company fit into their business plan and what are the prospects for the company's future? And finally, it's good to know whether or not they want you to stay on and be involved in the business after the purchase is completed. They may want you to stay on for a short period of time to help facilitate the implementation of a new management team or you may be fundamental part of their team for a longer period of time.
Mullis & Peake have specialists in corporate and commercial ready to help you. Contact us online today or call us on 01708 784000.
Alternatively, request a call back to have one of our experts contact you at a time that suits.
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Denise is a Member at Mullis & Peake and specialises in commercial and company work
