Services provided by our corporate lawyers
Our expert corporate lawyers can provide you or your business with a wide range of legal services:
- Buying & selling businesses and business assets. We have advised numerous businesses on both the buy-side and sell-side of corporate transactions, either by way of share purchase or asset purchase. Our asset purchase experience includes the purchase of the discrete assets such as software.
- Share purchase agreements. Assisting businesses with drafting and negotiating contracts that transfer company shares to a buyer.
- Asset purchase agreements. Advising businesses on legal agreements used to transfer specific business assess (rather than shares), often including equipment, contracts, certain intellectual property rights, goodwill or stock.
- Due diligence. Helping both buyers and sellers with the investigation into the legal, financial and operation affairs of a business and its assets.
- Management buy-outs and buy-ins. Helping company directors and other senior management with acquisitions of existing shareholding of their current company.
- Equity investments. Advising businesses, especially those at the start up stage, with injections of capital in exchange for shares.
- Articles of Association. Advising businesses, shareholders and directors and drafting a business’ constitutional documents.
- Share option agreements. Helping businesses and external investors with contracts that grant the right to purchase shares in a business at some point in the future.
- Joint venture establishment. Advising businesses on the creation of a separate legal entity jointly owned by two or more parties to collaborate on a specific business venture or project.
- Share buy-backs. Working with companies to arrange a purchase of shares from existing shareholders.
Our corporate lawyers’ experience
The experience of our corporate lawyers includes:
- Tech recruitment platform. Advising a UK tech recruitment platform provider on investment from a US private equity firm.
- Telecommunications acquisition. Advising a UK telecommunications provider on the acquisition of a competitor that had gone into liquidation.
- Aid-funded sector acquisition. Advising a Canadian company in the aid-funded business sector on the acquisition of a UK headquartered group of companies.
- Subsidiary sale. Advising a UK company in the aid-funded business sector on the sale of one of its subsidiaries.
- Luxury property disposal. Representing a UK luxury property company on the sale of its business assets to a French company.
- Tech asset purchase. Assisting a UK tech company in respect of the purchase of a geolocator technology asset.
- Cross-border investment structuring. Advising a Swiss entity on funding, shareholder, share purchase and fund management arrangements.
- Shareholder exit. Advising the shareholders of a UK technology company on the disposal of their shares to an Italian corporate investor.
- Travel sector acquisition. Advising a Maltese travel company on the acquisition of a UK-based tour operator.
- Reseller acquisition. Advising a UK communications technology company on the acquisition of a reseller.
- Food sector investment. Working with a UK food business on an equity investment from a famous Italian brand.
- Festival joint venture. Advising a UK tour operator on joint venture and shareholder arrangements in a special purpose vehicle to launch one of the largest music festivals in the Alps.
- Business division sale. Helping a UK tech company on the sale of a division of its business.
- Corporate restructuring. Assisting several private companies on shareholder and restructuring arrangements including capital buy-back agreements and general business law issues.
- UK advance materials manufacturer. Advised a business on a circa. £14 million share sale of an advanced materials business (which requires UK government approval for sale) to a UK investment firm.
- Website design company. Working with a website design start up on its sale to a leading web-design software business in the US.
Client reviews
Hear from our clients about how our legal expertise has been instrumental in their success: https://emlaw.co.uk/reviews/.
Some of the notable reviews in respect of our corporate lawyers include:
“Neil and Gerard have been fantastic to work with. They supported me from 0 to completion of the biggest and most complicated deal I’ve ever been involved in, taking care of every single detail. I worked directly with Gerard, and I felt he had a great understanding of and dealt extremely well with the balance between getting the legals right and the commercial requirements of the transaction.” – Henry Purchase, Director Rough Water Media Ltd.
“Can I say a big thank you to Barry, Colin and all the team at EM Law who helped us with the sale of our business. Your advice and support has been invaluable.” – Wayne Southall, Director Teer Coatings Limited
FAQs
Why work with EM Law corporate lawyers?
Clients want lawyers to get things done quickly and efficiently no matter what type of work they are carrying out but with corporate law and business transactions in particular, having a lawyer on board who will keep up the momentum and help drive the deal is essential. Our corporate lawyers are very experienced having worked on a wide range of transactions throughout their careers. They adopt sensible negotiating positions to achieve our clients’ aims.
I am selling/receiving investment in a business. When should I get a corporate lawyer involved?
You should get a corporate lawyer involved as soon as possible. This is for three reasons.
Firstly, it is important that you understand what the process is for selling a company or receiving investment because, apart from anything else, you will need to allocate appropriate time and resources to the deal.
Secondly, it is important that the deal is structured correctly. Changing from an asset sale to a share sale or changing the way in which the sale proceeds or investment will be received will add time and expense to a deal. A corporate lawyer will help you decide what the best deal structure is for you.
Thirdly, the buyer or investor is going to carry out due diligence on your business. In other words, they are going to ask you all kinds of questions about the legal and financial health of your business and they will want to inspect a lot of documentation around this.
In our experience the most successful business sales or investment transactions arise when the seller or target investment company has prepared well in advance for this due diligence exercise. Using a law firm to help put things in place to make the target company look good in a due diligence process helps enormously.
Do corporate lawyers only work with large companies?
No, corporate lawyers work with businesses of all sizes – from startups and SMEs to multinationals – advising on everything from company formation and early-stage funding to complex mergers and acquisitions.
EM Law has been recommended by Chambers and Partners as a leading law firm for SMEs. Our corporate lawyers are tailored to meet the different needs of SMEs, coupled with the expertise required to complete significant transactions for multi-national businesses.
What is the purpose of a letter of intent on a corporate transaction?
A letter of intent sets out the commercial bones of a deal.
Although most of the provisions in the letter of intent will not be legally binding it is still useful for the parties to sign up to one because it reduces the risk of the lawyers having to re-draft the transaction documents later on because the parties weren’t aligned from the outset.
In addition, some parts of the letter of intent may be legally binding, for example, clauses dealing with confidentiality and exclusivity.
Shareholders’ agreements are simple, aren’t they?
It depends – very often they aren’t.
Clients often recognise that they should have a shareholders agreement in place because they know that the rights and obligations of the owners of the business should be set out in writing.
However, clients don’t often appreciate that the shareholders agreement is also there to address what should happen when the business relationship between the shareholders breaks down or one of them dies or becomes incapacitated.
What is involved in acquiring a private company business through a share purchase?
Typically, the parties will sign a non-disclosure agreement and then the buyer will conduct preliminary financial due diligence on the target company.
Once the buyer has established what they think the target is worth the parties will then negotiate and agree heads of terms (i.e. the essence of the commercial deal). The heads are usually drafted by lawyers and then signed off by the parties. The heads will not be legally binding other than in certain areas such as around confidentiality and exclusivity.
Once the heads are signed off, a much larger due diligence process on the target begins with the corporate lawyers acting for the buyer sending the sellers’ solicitors a legal due diligence questionnaire to be completed by the sellers.
The purchaser’s lawyers will also draft a share purchase agreement and negotiate this with the sellers’ lawyers. The share purchase agreement will contain warranties given by the sellers around the state of the target company.
Subsequently, the sellers will want to qualify some of the warranties; in other words they will want to flag issues with the target. That means flagging that the warranties they are being asked to provide aren’t exactly true. For example, if a large claim is being brought against the target in the courts, the sellers will not be able to warrant that the target company is not involved in any litigation. Rather than amend the warranty, the usual practice is for the sellers’ lawyers to draft a disclosure letter setting out qualification to the warranties in the share purchase agreement.
Other documents will need to be prepared as well such as stock transfer forms, minutes of board meetings, shareholder resolutions etc.
Once the due diligence has been done and the buyer is happy that risks have been squared off and the parties have agreed on all the documentation needed for the deal to take place then completion of the sale and purchase of the shares can happen.
What is the difference between a corporate barrister and a corporate solicitor?
A corporate solicitor handles legal work outside the courtroom, such as drafting contracts, giving legal advice, and managing transactions. A corporate barrister specialises in advocacy, representing clients in court or during high-stakes negotiations. Solicitors often seek the expertise of barristers for courtroom representation or specialised legal opinions.
What’s the difference between a corporate lawyer and a commercial lawyer?
A corporate lawyer focuses on company law and structural matters like share sales, investments and governance, while a commercial lawyer typically deals with operational contracts and day-to-day legal issues such as terms of business, supply agreements or IP rights.
What documents do I need to start a company?
You’ll typically need articles of association, a shareholders’ agreement (if there is more than one shareholder), director service agreements, and initial resolutions or incorporation documents – all of which a corporate lawyer can prepare and tailor to your needs.
How can a corporate lawyer assist with raising investment?
A corporate lawyer helps structure investment rounds, drafts and negotiates key documents (like term sheets and subscription agreements), ensures regulatory compliance, and protects your legal and commercial interests throughout the process.
