Business Law

A written partnership agreement is the governing document which sets out what you can and can’t do, and how to do it. If you don’t follow those terms you will be in breach, regardless of how bad the other partner’s conduct was.

Unless otherwise agreed, partnership assets can only be used for the business of that partnership.

Business Dispute: My business partner has signed us up to a contract I don’t agree with. Are we bound by it? Probably yes – a partner has the ability to bind the entire firm.However, if you think the contract shouldn’t have been entered into – or you have a written partnership agreement which would limit the ability to enter into contracts of a certain value unilaterally – you might have…

Business Dispute: Should I have a written partnership agreement? Yes. In the absence of a written agreement there’s the risk of argument as to what was agreed between the partners, and the law can impose things which you would otherwise never have intended.The costs of trying to fix a problem will be significantly more expensive than having a proper agreement in place at the outset to minimise the risks of…

Business Dispute: What types of company disputes do you deal with? We deal with a wide spectrum of business disputes, including:- Director disputes- Breach of director duties- Shareholder duties- Breach of shareholder agreements- Unfair prejudice petitions- Minority shareholder protection- Conflicts of interest- Insolvency disputes- LLP and partnership disputes

Business Dispute: What should I do if I am a director or shareholder in dispute? It is important that you take expert advice at the earliest opportunity. Taking no action could be construed as agreeing to the action taken by the other parties involved, or there may be specific time limits to take action. It is important to seek advice at the earliest opportunity.

Business Dispute: I’ve fallen out with my co-business owner, what are my options? There are many possible options that might be available if formal court action is necessary. These range from applying to the court for declarations up to winding-up the business. However, winding-up any business is a significant step. We actively encourage ways of Alternative Dispute Resolution between business owners to either find a joint way forward or, potentially,…

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…

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…