What distinguishes us from many other corporate lawyers, is that our legal services are tailored to meet the demands of small to medium business (SMEs). We are aware that the owners of SMEs want cost effective, quality advice; we meet this need.
Our solicitors who specialise in corporate law, have many years’ experience and are able to provide pragmatic and commercial advice, which does not involve simply regurgitating a legal text book. We can add value to a business.
One of our strengths is advising on the risks associated with a transaction or reorganisation, including warranty liability, deferred payment risks and due diligence disclosure risks. We also act in a timely manner and can meet urgent deadlines, which is common in corporate transactional work.
Christian Browne who is a director of Summerfield Browne is also a consultant with the Institute of Directors and has niche experience of advising on corporate governance matters generally, including director and shareholder rights and obligations.
Chris is excellent at getting to grips quickly with our members’ legal issues, and giving practical, succinct and jargon-free advice.
Our corporate solicitors act for buyers and sellers looking to buy or sell SME businesses, buy, or sell SME companies and shares. In addition to advising on transactional documentation, we assist with either conducting due diligence, or alternatively responding to due diligence enquiries, to enable you to evaluate whether to proceed with the transaction.
If you do not have a potential buyer or seller, we can advise on the options available to you to find a suitable party. We can also assist in advising on transaction structures, however in general we work with tax accountants, since tax is generally the overwhelming consideration in determining the deal structure.
Are you considering a collaboration with another party? If so one of your options would be to set up a Joint Venture Company or a Limited Liability Partnership. Our solicitors can assist with this, and we can also draft a shareholders’ agreement, or an LLP agreement to regulate the rights and obligations of the joint venture parties.
You may also need to consider transferring and/ or licensing assets to the joint venture (JV), and you will also need to evaluate how much working capital should be contributed by the parties, to get the venture up and running. In addition, one of the joint venture parties may need to provide back-office support to the company, particularly in the early stages. We can provide guidance on this.
Our corporate lawyers act for investors and management teams, and draft and negotiate investment agreements in relation to private equity, venture capital and investment transactions generally. We can assist with negotiating the terms of any investment, which may be determined in part by conducting necessary due diligence or responding to due diligence enquiries.
We have extensive experience of advising on the terms of an investment agreement including negotiating suitable warranty protection, or alternatively limiting the liability under the warranties, and drafting the terms of any ongoing shareholder rights and obligations.
If you are looking to reorganise or restructure your business, whether for tax, financial, or other reasons, we can assist. We have experience of reclassifying and predesignating shares and altering class rights. We deal with share transfers and issue of new shares. We can advise on share buybacks and have expertise in redrafting articles of association. We can also advise on “hive up” and “hive down” and inter group transactions.
This may take several forms including a general partnership, a limited partnership, and an LLP. Our specialist team can provide guidance on the most appropriate partnership structure from a legal and risk perspective and draft a partnership agreement and any other associated documentation.
Please note that an important determining factor in the choice of partnership structure is tax and we advise that you take independent tax advice at an early stage.
Our corporate lawyers have significant experience of advising on corporate governance matters generally, including Board and shareholder meetings and resolutions. We also advise on director's duties and shareholder rights and obligations. We have extensive experience of advising on director and shareholder duties in relation to insolvent companies.
If you are looking to set up a company, we can assist you with it. We can also provide company secretarial support including corporate governance guidance.
Our corporate solicitors advise on management buyouts (MBO), management buy ins (MBI) and buy in management buyouts (BIMBO). We generally work with tax accountants to structure the transaction, and then draft and negotiate the legal documentation.
Is buying an existing business risky?
Yes, buying a business can be risky, but it is possible to reduce or mitigate the risk, if you act prudently. “Caveat Emptor” or buyer beware very much applies. To reduce the risk, a prospective buyer should conduct due diligence of the seller to identify any risks and then ensure that it deals with those risks in the purchase agreement. It is also prudent to include warranties in the purchase agreement, rather like when you buy a new car, the manufacturer provides a warranty. Further, you might want to include deferred payments, which are determined by performance of the business after purchase, commonly called an “Earn out”.
What to consider for a company acquisition?
If you are considering acquiring a company, you should conduct financial and legal due diligence at an early stage. Providing this is conducted effectively you should be able to determine the risks associated with the purchase. You will need to address those risk in the acquisition agreement. You may also be able to renegotiate the price downwards if the risks are a concern. You should also take tax advice on the transaction structure; there are various ways of purchasing a business, for example you can purchase the shares in a company or the goodwill and assets of a business.
What are corporate transactions?
The term corporate transactions can have a broad meaning, but more commonly means buying or selling a business or a company, private equity and venture capital deals and MBO and MBI transactions.