Corporate & Commercial

We will bring clarity to your corporate challenges, understand your objectives and provide practical advice to help you achieve them. Our partner-led support will reflect where you are on your journey, the dynamics of your business, your priorities and deadlines

Our corporate and commercial experts will help you navigate smoothly through your day to day concerns and the landmark events, such as setting up your company, funding rounds, mergers and acquisitions and restructuring. We’ll be happy to work collaboratively with your trusted advisors or suggest people and firms we confidently recommend.

Contact our London or St Albans office today to discover more details of our corporate and commercial services.

Setting up a company

Whether you’re setting up your first business, expanding your group of companies or embarking on a joint venture, we will advise you on the most suitable structure. Our specialist team will advise you on:

• Setting up your company
• Business agreements
• Commercial contracts
• Financing your business
• Joint ventures
• Mergers and acquisitions (M&A)
• Management buy-outs and buy-ins
• Restructuring your business

We can offer guidance on setting up a private company, limited liability partnership, basic partnership or not for profit company. Our team will provide a cost-effective, efficient incorporation service and liaise with your accountants and tax advisers.

Outsourcing, confidentiality and non-disclosure

Once you’re established, you may want to outsource aspects such as IT or HR so you can focus on your core business. We can create the optimum legal framework for outsourcing nationally or internationally and negotiate cost-effective terms.

You may also need to protect sensitive information through confidentiality and non-disclosure agreements, for example when selling or buying a business. We will help safeguard your interests, agree suitable terms and if necessary, use commercial litigation to protect your position.

Financing your business

It’s wise to consider a range of funding sources when you need corporate finance, such as banks, private lenders, bridging finance and others. As our corporate commercial team works with both private investors and borrowers, our insights can guide you to the most appropriate finance with the best deals. We can advise you on:

• Unsecured and secured lending or borrowing
• Group refinancing and project management for lending requirements
• Invoice discounting and revolving credit facilities
• Asset-based/real estate finance
• Business debt recovery

Working closely with your finance team, we’ll ensure the finance documents reflect your agreed terms, with no hidden risks or extras. Our support for you includes facility letters, loan agreements, credit agreements, security documents, priority and subordination deeds and inter-creditor agreements.

Contact us today to explore more funding options for your business with advice from expert corporate and commercial solicitors.

Mergers and acquisitions (M&A)

Whether you are a buyer or seller, we will steer you through your M&A transactions and business disposals. Typically, we will structure the deal, manage the due diligence and negotiations, and document the transaction through to completion. We can:

• Work for both buyers and sellers, nationally and internationally
• Guide you through the due diligence process and provide/manage data rooms
• Assess and report on areas of risk and concern
• Advise on any borrowing requirements

We will also work closely with your business and financial advisers, and integrate our employment and commercial property teams where required, to ensure a smooth transaction.

Choosing the right agreements

Investing time in choosing the right agreements can save time, cost and disruption later. Shareholders and company directors can often hold both roles, which may bring conflicting priorities. We will explain:

• Shareholder and director rights and responsibilities
• Arranging exit events
• Share ownership and transfer rights
• Drag and tag rights
• Restrictive covenants

Partnerships and LLPs are popular structures as they offer flexibility and tax planning advantages. It’s vital all partners understand their individual rights and responsibilities to ensure things go smoothly and minimise problems if relations between partners break down. We will make sure your agreement is set up correctly, clearly documented and covers issues such as exits, retirement, disputes, expulsion and deaths.

Commercial contracts

You are likely to have several types of contracts, with different terms depending on what they cover: suppliers, manufacturing, distribution, outsourcing, licensing, sales and other aspects.

We will explain the relevant commercial terms and how they work, so you can implement them effectively. We’ll also identify potential risks in your contracts and tailor them to ensure you’re protected.

Joint ventures

Businesses that find synergies and collaborate with others invariably achieve more together than separately. However, this only works if the structure and other key decisions are correctly defined at the start. We can help you with:

• Working with your advisers to identify the best structure for the joint venture
• Ensuring the transfer of key asset or business streams to the joint venture
• Guiding you through negotiating and allocating key roles, responsibilities and duties
• Creating effective structures for management and ownership and provisions for exit

We’ll make sure all parties are clear on their roles, responsibilities and share of the proceeds, which is essential to the success of any joint venture.

Management buy-outs and buy-ins

It’s essential we fully understand your motivation for buying a business, whether you are an internal or external management team or private investors, so we can provide the most pertinent advice. We will draw on our wide experience of advising sellers, MBI or MBO teams, private investors and silent partners, to:

• Tailor due diligence to the deal and the parties’ existing knowledge
• Discuss funding options from external sources, realising existing assets or cash flow from the target business
• Help MBI teams make the transition from employees to owners
• Help new owners prepare for management and ownership, for example drafting shareholder agreements or updating Articles of Association

Our support will help make everything clear, identify and overcome potential problems and ensure you’re fully prepared for successful ownership.

Restructuring your business

Reasons to restructure a business include: raising finance or extracting value for shareholders, tax optimisation, passing the business on to the next generation or splitting revenue or assets into different company groups. We’ll help you by:

• Fully understanding your objectives and explaining the issues involved in restructuring
• Collaborating with accountants, tax advisers and other expert professionals to ensure a smooth process

Restructuring can be disruptive, but by using our experience, we’ll find the quickest, most efficient way to achieve the results you want. Talk to our experts today to find tailored solutions for your business needs.