Corporate Law

Starting a new business

There are a number of important issues that must be considered when setting up a new business, and Setfords’ corporate solicitors can guide you through this process.

Initial considerations include:

• What business structure you should use
• How the business will be funded
• Who will manage the business and how it will be managed
• How the shareholders will regulate their relationship. Should they have a shareholders’ agreement, and if so what provisions should be included to provide for:
• The distribution of profits and payment of dividends
• Future exit strategies
• Future sale, transfer or issue of shares
• Allocation of powers to company directors or reservation of powers by the shareholders
• Taxes the business will have to pay
• Maintaining the businesses accounts

Once the above matters have been considered and the business established, further advice is often required with regards its administration as it grows. At Setfords, our experienced corporate lawyers can advise fully on all aspects of business administration.

Buying and selling businesses

When buying and selling businesses, the parties involved are initially faced with a choice of methods by which that sale can be achieved. There are a number of factors which determine which method is used, including varying tax advantages and disadvantages, the apportionment or disposal of liabilities, whether only part of the businesses is to be sold, or whether there are any non-transferable contracts, rights or licences.

Once the method of sale is determined and agreed, the transaction that follows can vary tremendously depending on the size and complexity of the deal and the negotiating position of the parties.

Setfords has extensive experience in the sale and purchase of many types of businesses, from small retail businesses to large multinational companies. 

Our expert corporate law solicitors are able to guide you through the entire process and can assist with:

• Initial considerations, deal structure and sale negotiations
• Preparation and review of non-disclosure agreements, confidentiality agreements, lock-out agreements and heads of terms
• Facilitation and coordination of any legal due diligence
• Drafting, review and negotiation of the sale agreement and any other contractual documentation required
• Coordination of the disclosure exercise and preparation, review and negotiation of the disclosure letter, if required
• Drafting and reviewing consultancy agreements, service contracts, letters of termination and compromise agreements that may be required
• Coordination of any board meetings and preparation, review of any board minutes or written resolutions that may be required
• Undertaking all post completion matters including all filings, registrations, payments, money transfers and all other ancillary matters.

Trading, commercial, and contractual matters

At Setfords, our corporate and commercial solicitors are able to assist with a broad range of trading, commercial and contractual matters including but not limited to the preparation or review of:

• Terms of business/trade
• Contracts relating to the manufacturing and supply of goods
• Contracts relating to distribution, agency and franchise arrangements.
• Confidentiality agreements.
• Intellectual property protection and licensing.