Our highly experienced corporate and commercial team consistently demonstrates its ability to provide both large and smaller businesses with a tailored service that is, as you might expect, comprehensive and unambiguous, yet pragmatic and easily understood. We help our clients to quickly and effortlessly work through their often complex issues, to achieve their goals and maximise their own commercial opportunities.
Many of our solicitors and partners have trained and worked in the City of London. Others have also gained invaluable experience working for large scale businesses as solicitors, giving them a unique insight into the business operation and enabling them to provide realistic advice.
Corporate – Private Company Mergers & Acquisitions
There are two ways to buy a business; one is to buy the shares of the company that owns assets and may have extensive liabilities too – in other words you take on everything. The other, is to simply buy the assets which make up the part of the business you want and in some cases, certain defined liabilities too. Each scenario has a unique structure and will require your tax, accounting and legal advisers to work together for your benefit. We are proud of our extensive relationships with most of the main tax and accounting advisers who operate in this highly specialised area.
Our corporate solicitors advise funders, buyers and sellers of businesses on all aspects of private company mergers and acquisitions. Within the team, we have attained in depth familiarity of many sectors too, giving us an ability to truly say we understand your business. That comprehension, coupled with a detailed legal and procedural knowledge of the key elements of both asset or share sales, gives us the ability to not only tailor our team to your needs, but also to maximise cost efficiency.
Corporate – Private Company Restructuring, Reorganisations & Demergers
During the life of a company many factors will, from time to time, become more or less relevant. Nowhere is this more so than in family owned private companies which, in addition to the usual factors above, may have family succession issues to consider.
Whether it’s a segregation of different streams of business, known as a demerger, a solvent scheme of arrangement, a share capital buy back or an intra-group reorganisation, our corporate lawyers have the breadth and depth of experience to advise.
Good planning and a thorough approach are essential to the execution of any form of restructuring or reorganisation and in conjunction with your tax and accounting advisers we will ensure that your aims are met in a cost efficient and stress free manner. Whilst it may be tempting to believe you can save costs by involving lawyers as late as possible, in this case that often proves to be a false economy and we would therefore urge you to contact us as soon as possible if you are considering taking this course of action.
Corporate – Private Company & Limited Liability Partnership Regulation
If you’re starting out in business or incorporating for the first time, the legal and regulatory landscape can be daunting. So if you are contemplating a simple incorporation or a much larger project, with different classes of share or share rights, let our corporate team assist and advise you. Whilst we consider that our incorporation service is not particularly expensive, we do believe in the adage – buy cheap, buy twice – so why not get your company structure right at the outset, by talking to us?
If you are an experienced company or LLP owner or manager, then you may need more specialised regulatory guidance from time to time. The Companies Act 2006 has simplified much of the law, but we appreciate that you may not be able to recall instantly all 1,730 sections. Our corporate solicitors use elements of the 2006 Act every day and therefore we’re certain that we will be able to advise you quickly and efficiently – whatever your query.
Good corporate governance should always be uppermost in any director, shareholder and member’s mind and therefore whether it’s corporate social responsibility, bribery act, health and safety and corporate manslaughter or remuneration advice you need, we are here to assist.
Corporate – Partnerships & Joint Ventures
Partnerships are still governed by the Partnership Act 1890, although we would always advise that our clients have a partnership deed drafted by one of our corporate solicitors, often in conjunction with advice obtained from our highly experienced private client team. The advantage of having a formal deed of partnership is that the terms can be drafted to suit a client’s individual business and personal circumstances. Tax planning and succession issues can also be incorporated, which can remove a great deal of uncertainty and ill feeling arising should your venture not work out as planned later on.
Corporate joint ventures can be entered into by individuals or corporate entities and are often utilised when two or more parties collaborate together on a specific project. A joint venture or shareholders’ agreement (in conjunction with a company’s articles of association) will operate to regulate all parties dealings with one another at share and director level. Minority shareholder protections are common too, as are provisions dealing with transfer of shares (in all circumstances), what happens if one party wants to sell to a third party (drag and tag along rights) and dispute resolution.
Whatever your problem or project, we have experience of all types of collaboration and would be happy to assist you.
Corporate – Alternative Investment Market
The Alternative Investment Market (AIM) opened in June 1995 to accommodate the needs of smaller, young and fast-growing companies, giving them access to the trading market at an earlier stage of their development. Although operated by the London Stock Exchanged, its regulatory environment is less onerous than the full trading market and, as such, is a perfect platform for a company to experience growth, whilst still establishing itself. AIM is particularly attractive to many of Clarke Willmott’s clients who are often fast-growing businesses. It is also attractive to management buy-outs and buy-ins and family owned companies, which is again a large part of our client base. AIM provides opportunities for raising capital from a broad range of private and institutional investors, particularly venture capital trusts which, because of tax advantages applicable to investments in AIM companies, provide a dedicated source of institutional investment.
However, because the market is regulated, it is absolutely vital for directors of companies, seeking admission, to take appropriate legal advice as early as possible. Our corporate legal team have worked in this environment for many years now and would be pleased to assist you in making this big step forward for your business.
Commercial – Commercial Law
The term “commercial law” covers a wide variety of business models and scenarios and at Clarke Willmott we view our commercial legal services as being a distinct area of specialism because of this. We pride ourselves on understanding your business and tailoring the application of our knowledge and advice accordingly. So whether it’s advice on a franchise agreement, a distributorship or agency contract or research and development collaboration that you need, we are certain that we will be able to help guide you through the relevant regulations and law.
Outside of the main commercial legal relationships mentioned above, any contractual or regulatory issue connected to your business will be dealt with by our commercial legal services team. We advise regularly on e-commerce, prize draws, confidentiality and exclusivity, bailment and leasing, advertising and marketing, consumer credit, outsourcing, leasing and trade financing to name several. So, if you have an issue and you are not sure whether we can help, why not give us a call – we’re sure that we can find an expert who can assist you.
Commercial – Commercial Contracts
Commercial contracts underpin business relationships across the globe and at Clarke Willmott our commercial solicitors have advised on just about every type of contractual scenario you can think of. Whether you would like a relatively standard set of terms and conditions for the reverse of your invoices or a bespoke contract dealing with import or export of goods abroad, we would be pleased to advise accordingly.
We have a particular specialism and interest in large commercial and public sector outsourcing contracts. With our commercial solicitors, who have themselves worked in industry, we are confident that we can help maximise your commercial advantage.
We can also claim to have significant experience of public private partnerships, characterised by joint working between the public and private sector. In the broadest sense, PPP’s can cover all types of collaboration across the interface between the public and private sectors to deliver policies, services and infrastructure and having experienced commercial solicitors who have worked in this specialist sector, we are well placed to assist you. Where delivery of public services involves private sector investment in infrastructure, the best known form of PPP is the private finance initiative. Again, experience of the sector is a key ingredient to advising appropriately, something our commercial legal team pride themselves upon.