Business Law

Businesses struggling with debt due to the Covid-19 crisis have been given extra breathing space to help them avoid insolvency. Mark Aspin Director & Head of Dispute Resolution provides an update. A temporary measure introduced by the Corporate Insolvency and Governance Act restricting the use of statutory demands and winding-up petitions, which was due to expire on 31 December 2020, has been extended to the 31 March 2021. This will…

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…

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…

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…

Debt Recovery: Someone is threatening to bankrupt me, what should I do? First – do you admit owing the money? If not, then get in touch because where there is a “genuine dispute” as to a debt, a creditor cannot make someone bankrupt (or liquidate a company). However, if you receive any formal documents then there are very strict time limits for responding so don’t delay.If you admit owing the…