EM Law | Commercial Lawyers in Central London
The Experts on Corporate Law
Advising on company law, corporate governance and corporate transactions sits at the heart of the firm’s legal practice. Our corporate lawyers advise our clients on a wide range of corporate and commercial law matters such as the purchase of private businesses either by way of share purchase or asset purchase, the purchase of discrete assets such as software, providing or receiving equity or debt investment and the establishment of joint ventures. Our company law advice covers shareholder agreements, company restructurings and share capital reductions as well as shareholder matters, directors’ rights and duties. We can also help clients with due diligence on corporations and other business entities in the UK or overseas, coordinating with local law firms.
Our corporate law firm in London works for local and national clients as well as clients based overseas investing in the UK. Since the firm was established we have advised clients on transactions ranging in value from £80,000 to $100 million.
Our lead lawyers for corporate law advice and business transactions are Gerard Dempsey, Barry Doherty and Neil Large.
Corporate Solicitor Services Provided By EM Law
- share purchase agreements
- asset purchase agreements
- shareholders’ agreements
- articles of association
- share option agreements
- share buy-back
- equity investments
- due diligence
- management buy-outs and buy-ins
- the establishment of joint venture vehicles
Examples Of Our Corporate Law Work
- advising a UK tech recruitment platform provider on investment from a US private equity firm.
- advising a UK telecommunications provider on the acquisition of a competitor that had gone into liquidation.
- advising a Canadian company in the aid-funded business sector on the acquisition of a UK headquartered group of companies.
- advising a UK company in the aid-funded business sector on the sale of one of its subsidiaries.
- advising a UK luxury property company on the sale of its business assets to a French company.
- advising a UK tech company on the purchase of a geolocator technology asset.
- advising a Swiss entity on funding, shareholder, share purchase and fund management arrangements.
- advising the shareholders of a UK technology company on the disposal of most of their shares to an Italian corporate investor.
- advising a Maltese travel company on the acquisition of a UK-based tour operator.
- advising a UK communications technology company on the acquisition of a reseller.
- advising a UK food business on an equity investment from a famous Italian brand.
- 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.
- advising a UK tech company on the sale of a division of its business.
- advising several private companies on shareholder and restructuring arrangements including capital buy-back agreements and general business law issues.
Why Choose EM Law Corporate Lawyers
The corporate lawyers at our law firm are responsive, efficient and very experienced.
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 business 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.
Corporate Lawyers FAQs
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.
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 then 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.
The sellers will want to qualify some of the warranties, in other words they will want to flag issues with the target that mean 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.