Company and Commercial Law

Should I buy/sell the shares in a company or just its business and assets? When selling shares in a company, the entire business, including all assets and liabilities of the company all transfer to the buyer. Sellers tend to prefer this approach as it is a cleaner break for them and ensure they retain no liabilities going forward.A business and asset sale involves only specified business assets and liabilities of…

Corporate and Commercial: What is a shareholders’ agreement? A shareholders’ agreement is a contract between the shareholders in a company, setting out how the company will be owned and run. There is no legal requirement to have a one, but they can cover useful areas such as how decisions will be made, dividend payments, who shares can be transferred to (along with how they will be valued) and how funding…

Corporate and Commercial: What are warranties and indemnities in the context of a business sale? Warranties are statements made by the seller of the business about the condition of the business that is being sold. If a warranty turns out to be incorrect and the value of the business is reduced as a result, the buyer can claim damages (money) from the seller to cover the loss in value. Warranties…

Corporate and Commercial: What is due diligence in the context of a business sale? When selling a business, there is no legal requirements for the seller to disclose any issues or liabilities to the buyer. The buyer can ask questions and request information about the business, which is known as due diligence and forms an important part of the process of buying a business.The answers and information provided by the…

Corporate and Commercial: What are articles of association? Think of these as the constitution or rule book of the company. All UK companies are required to have articles of association, although not all shareholders and directors are aware they exist(!). They can be in a standard form (known as Model or Table A articles) or tailored to cover the bespoke requirements of companies, covering areas including: directors powers, meeting requirements…

With the pandemic still causing huge problems for many businesses, it’s perhaps not surprising that many remain focussed on survival without too much thought for the future. If possible, however, it’s still important to consider what will happen once the pandemic is over, especially if you are planning to retire from your business and hand it over to the next generation. It could even be that a reduction in business…

Over the course of the year the government has responded to the devastating financial impact of Covid-19 on businesses with a number of packages of support to help businesses of all sizes. Ranging from support to help pay employees and business owners, to grants and loans and also tax deferral schemes, the packages of support are wide reaching. With the latest national lockdown, some of the support packages and measures…

The High Court has settled a dispute between two partners who had worked together for many years in a restaurant business. Tariq Mahmood Malik and Mahboob Hussain Junior had opened a restaurant known as the “Nawaab” in 2003. They were equal joint owners of the property in which it was situated and equal joint shareholders in the company through which it was run (the Stockport Road company). In 2006 they…

Sam Lyon, Head of Corporate and Commercial, notes that insolvency experts are expecting a large rise in the number of companies going out of business towards the end of the year. He would urge anyone who is concerned about the future of their own business, a customer or supplier to seek advice as early as possible. Doing so will give them more options about their next step and allow them…

A HIGHLY experienced legal expert who has been working at the heart of the Cumbria business community for 16 years has landed a top job with a leading law firm. Sam Lyon, 39, has joined Cartmell Shepherd Solicitors as Head of Corporate and Commercial. Sam, who has senior experience at both Burnetts and Cumberland Building Society, is looking forward to working with businesses of all shapes and sizes, including SMEs…