Business and Corporate Law
We offer a wide range of services to support your business.
Business – Mergers and Acquisitions
The cost of selling or purchasing a business
This will depend on a range of factors. This will include the size of the business, its assets, its staff, the services it provides, whether it is held by an individual or a company and what is happening with the business premises. We will tell you about all the associated costs, such as search fees, land tax or stamp duty. We offer fixed fees for business sales and purchases, so that you will know what costs are involved right from the start.
Heads of Terms
Heads of Terms or Letter of Intent essentially set out the main terms of a corporate deal. The Heads of Terms will include, for example, sale price, what assets are included, who the seller and the purchaser are and any other key terms. They may be drawn up by the selling agent or one of the parties’ solicitors. Heads of Terms are commonly agreed and signed by both parties and can be legally binding. It is strongly advisable to seek legal advice before signing. Clauses with regard to exclusivity, legal costs etc. need to be very carefully considered and consulting one of our expert lawyers will ensure you get the best deal possible.
Types of business structures
There are several different types of business structures available: Sole trader, limited company, an ordinary partnership, a limited partnership, a limited liability partnership or an unincorporated organisation. The different business structures will define your legal responsibilities in terms of the paperwork that must be completed (including accounts and Companies House forms), what types of taxes the business will be required to pay and determine how profits and losses will be shared. We will advise you on what type of business form your new business could take. We can advise you as to each of the options and assist you with setting up your business according to your choice. Spending some time at this stage making sure the business structure is right can often save time and money as the business develops. We will make it clear from the start what the cost will be so that you know how much to budget for legal advice.
Essentially this is a “fact finding” exercise about the business; its accounts, its employees, its clients, its assets and liabilities and any appropriate insurances in place. When we act for a buyer, we submit relevant and comprehensive enquiries requesting copies of all the necessary documentation, reviewing these and identifying any gaps or issues, raising further enquiries as appropriate. When we act for a seller we advise on completion of all the enquiries received from the purchaser and assist in organising and indexing the documentation which will then be referred to throughout the transaction.
Most purchasers want to avoid the risk that the seller immediately opens a competing business nearby after the sale has completed. Usually there will be some provision in the agreement, restricting the seller from opening or working for a competing business within a certain geographical area around the business. An agreement will also commonly contain provisions that the seller agrees not to contact existing clients or customers or poach staff for the benefit of another business. These terms are negotiated as part of the agreement for sale.
Joint venture agreements
A joint venture is when two or more business entities or individuals combine to access or grow a particular market or set up a new undertaking or project. Entities such as partnerships, consortiums and trade alliances all fall under the Joint Venture term. A Joint Venture agreement will be drawn up to deal with terms such as the business’ objectives, how they will be achieved, financing, management and how profits will be shared.
Commercial leases – Landlords
We provide advice to landlords on all aspects of their property investments including granting leases, licenses for alterations, assignments, under-lettings and lease termination. We deal with service of dilapidations schedules at the end of the lease and advice on resolving disputes when payments cannot be agreed.
For tenants we will negotiate new leases on your behalf, carry out due diligence, deal with SDLT (Stamp Duty Land Tax) and Land Registry formalities. We also advise on licences to assign or under-let, rent deposits and licences for alterations. We guide you through the sometimes tricky business of serving break notices and advise on minimising your liabilities at the end of your lease.
If you are considering acquiring a property for investment purposes, we can deal with all aspects of the acquisition including acting for your lender and advising on the terms of the occupational leases. If you have an existing property investment portfolio, we are happy to take on all aspects of management including dealing with assignments, under leases, tenants’ alternations and giving notice under the Landlord and Tenant Act 1954.
We pride ourselves on offering a good value service particularly when compared with our larger competitors.
We are happy to discuss fixed fee arrangements with you on most transactions in order to provide you with cost certainty.