Company Commercial
Corporate/Company Commercial
We have experience in a wide range of corporate transactions and company commercial work.
As well as providing legal expertise, we often fulfil the role of business consultant, working as an integrated part of your in-house team to provide a first rate service which is commercially aware.
We pride ourselves on our technical ability, business insight and our flexible approach to meeting clients’ needs.
We will ensure that your contractual documentation reflects the intention of the parties and protects your interests.
A key characteristic of our service is a high level of involvement of senior lawyers in transactions. We believe this approach sets us apart from many of our competitors.
Business sales and purchases
We can help you to structure the transaction and will work closely with your tax advisers to ensure that the transaction is as tax effective as possible. We have experience acting for sellers and purchasers of a wide range of businesses, management buy-outs and buy-ins, joint venture and related shareholder arrangements.
Our areas of expertise include:-
- Confidentiality agreements
- Structuring the transaction (whether to buy or sell shares or assets, payment terms, deferred consideration, etc.)
- Due Diligence – instigating or responding to due diligence enquiries and putting appropriate protections in place for buyers and sellers.
- Advising on employment related matters
- Advising on intellectual property rights
- Drafting and negotiating sale and purchase agreements and related documentation
- Drafting and negotiating shareholder/joint venture agreements
Commercial Contracts
Contractual relationships are crucial to all business activity and should be tailor made to suit the needs of individual businesses.
Many businesses either have inadequate contractual protection or are using contracts that were prepared some time ago and are now out of date.
Our areas of expertise include:-
- Terms and conditions of sale and purchase (including appropriate limitations of liability and retention of title clauses)
- Partnership/limited liability partnership agreements
- Agency and Distribution Agreements
- Franchising Agreements
E-Commerce and Intellectual Property
This area of law has changed dramatically over recent years. We can help you keep up to date with recent developments in the law. We work closely with specialist patent and trade mark agents to ensure that your intellectual property rights are protected.
Our areas of expertise include:-
- Intellectual property licensing agreements (trade marks, copyright and patents etc.)
- E-commerce terms and conditions of business and related aspects
- Website design, development and support agreements
- Employers’ IT policies
- Data Protection/privacy issues
- Sponsorship arrangements
Employment
Employment law is becoming more and more heavily regulated and new legislation continues to be introduced.
We regularly review employment practices and highlight problem areas before a problem arises. It is particularly important that directors’ service contracts and contracts of employment are reviewed regularly to ensure compliance with the most recent changes in the law.
Our areas of expertise include:-
- Contracts of employment
- Directors service contracts
- Staff handbooks
- Disciplinary and grievance procedures
- Advice on the transfer of undertakings (the new TUPE regulations)
- Health and safety policies
- Relocation policies
- Part time workers
- Restrictive covenants
- Age discrimination
- Disability discrimination
Corporate Restructuring/Company Secretarial
We have extensive experience of corporate restructuring and related company secretarial matters. We work regularly in conjunction with tax advisers to restructure businesses in the most tax effective way possible. We can also help with day to day company secretarial administration.
Our areas of expertise include:-
- Company own share purchases/share buy-backs (in certain cases these can be used to return cash to shareholders free of tax)
- Reduction of capital
- Section 151 ‘whitewash’ procedures
- Preparation of AGM documentation
- Keeping statutory books up to date to reflect changes notified to us by you
- Replying to the annual audit letter
- Completion and filing of annual returns
|
Name |
Caroline Kemsley-Pein |
| E mail |
ckp@kemsleylaw.co.uk |
Telephone |
+44 (0) 1858 525631 |
Fax |
+44 (0) 1858 525 639 |
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