Contracts, shareholder agreements, share issues, personal guarantees and business sales for small and growing companies and their owners.
We act for owner-managed companies, founders and directors on the contracts and transactions their businesses depend on: terms of business, contracts with customers and suppliers, shareholder agreements, share issues, personal guarantees, and buying or selling a business. We read each document against the way your business trades, explain what the important terms mean for you, and negotiate the points that affect your risk and your price. When you sign, you know what you have agreed to and what it could cost you.
Most of our commercial work falls into three groups. The first is trading contracts: your standard terms of business, supply and distribution agreements, services and software contracts, confidentiality agreements, and the contracts that larger customers ask you to sign. The second is the relationship between the owners of a company: shareholder agreements, the articles of association, issuing shares to an investor or an employee, and buying out a shareholder who wants to leave. The third is transactions, such as buying or selling a business through a sale of the company's shares or of the business and its assets, from heads of terms to completion.
An instruction usually starts with a call in which you tell us what you want to achieve, what has already been agreed and when you need to sign. Please send the documents beforehand if you can: the draft contract or the other side's terms, any heads of terms or emails recording the deal, the company's articles and any existing shareholder agreement, and recent accounts if a sale or investment is involved. We then set out in writing what we will do, what is not included, who will do it and what it will cost, as a fixed fee or an estimate, and we start once you have agreed it.
When we review a contract, we return a marked-up draft with a short note of the terms that carry the most risk for your business, such as unlimited liability, automatic renewal, long payment terms, ownership of intellectual property and rights to terminate, with our recommendation on each. On a sale or purchase, we agree a timetable at the start and report to you as issues arise that affect the price, the protections you are giving or receiving, or the completion date. If your accountant or finance broker is advising on the same transaction, we will work with them, with your permission, so that the legal documents reflect their advice.
The work we do most often in this area. If your matter is not listed, ask us.
Standard terms for selling your goods or services, supply and distribution agreements, services contracts and confidentiality agreements. We draft them around the way you sell, covering payment, limits on liability, ownership of work and termination, and we review the contracts that customers and suppliers ask you to sign.
Agreements between the owners of a company setting out which decisions need everyone's consent, what happens to a shareholder's shares when they leave or die, how those shares are valued, and how a deadlock between the owners is resolved. We check that the company's articles of association are consistent with the agreement.
Share purchases and asset purchases, from heads of terms to completion: due diligence, the sale agreement, warranties and indemnities, the disclosure letter, and the transfer of premises, contracts and employees. We report to you on each issue that affects the price or the risk you are taking on.
Advice before you sign a personal guarantee for a business loan, a lease or a trade account, covering how much you could have to pay, whether the amount is capped, how to end the guarantee and what happens if the company cannot pay. We also advise directors when a guarantee is called in.
Issuing new shares to investors, co-founders or employees, subscription and investment agreements, share options, and the resolutions and Companies House filings that go with them. We check that the articles and any shareholder agreement allow the issue, and deal with existing shareholders' rights to be offered new shares first.
Assignments transferring ownership of software, designs, content and brands from founders, freelancers and contractors to the company, licences allowing others to use your intellectual property, and confidentiality agreements. We check what the company owns and put right any gaps before a buyer or investor asks.
We tell you early whether there is a problem to deal with and what your realistic options are, with the likely cost of each.
An experienced solicitor does the work on your matter and stays your point of contact until it is finished.
We keep the matter moving and update you at each stage: what has happened, what happens next and when.
Yes, if the company has more than one shareholder. Every company has articles, and a company that has not registered its own is governed by the model articles, which do not give the other shareholders a right to buy the shares of an owner who leaves or dies, or say how a deadlock between owners is resolved. A shareholder agreement covers those points, and it is normally private, whereas a company's own articles are filed at Companies House, where anyone can read them. The two documents must not contradict each other, so we review them together.
Yes. Send us the contract with a short note of the deal: what you are providing or buying, the price, how long it lasts, and anything already agreed by email. We tell you which terms carry the most risk for your business, such as unlimited liability, one-sided termination rights, long payment terms or giving away intellectual property, and suggest alternative wording. Where the other side is unlikely to change its standard terms, we tell you which points are worth raising and which risks you would be accepting if you signed as it stands.
It depends on what the buyer will accept, the tax position and what the business owns. On a share sale the buyer takes the company with its history, contracts, employees and liabilities, so it will ask you for warranties and indemnities about the past. On an asset sale the buyer chooses what it takes, contracts and premises have to be transferred individually, often with the other party's consent, and employees usually transfer to the buyer automatically. Your accountant should advise on the tax, and we advise on the legal structure alongside them.
Check the maximum amount you could be asked to pay, how long the guarantee lasts and what triggers it. Guarantees often have no upper limit and continue until you end them in writing, and some cover debts the company incurs after you have left it. Check whether you can end the guarantee for future debts, whether other directors are guaranteeing the same debt, and whether your home could be at risk. A guarantee normally remains enforceable if the company goes into liquidation, so take advice before you sign.
Usually the freelancer, unless they have assigned the rights to your business in writing. Copyright in work an employee creates in the course of their employment belongs to the employer, but paying a contractor or agency for a logo, website or software does not by itself transfer ownership. An assignment of copyright must be in writing and signed by the person transferring it. If your business relies on work by freelancers, or by a founder before the company was formed, putting assignments in place now avoids problems when a buyer or investor checks what the company owns.
Yes, within limits set by the Unfair Contract Terms Act 1977. A business cannot exclude or restrict its liability for death or personal injury caused by negligence. In contracts between businesses, other limits on liability for negligence, and exclusions in one party's written standard terms, must be reasonable, and the business relying on the clause has to show that it is. For a cap on the amount payable, the court considers the resources available to meet the liability and whether insurance was available. Contracts with consumers are subject to stricter rules under the Consumer Rights Act 2015.
Before any work starts, we write to you setting out what we will do, what is not included and what it will cost, as a fixed fee or an estimate. If the work changes, we agree any change in cost with you in writing first.
One of our solicitors, Robert Festenstein or Alon, handles your matter and is your contact throughout. The letter confirming your instructions names the solicitor responsible.
Send us a short summary using the enquiry form, with the names of the other people or businesses involved and any deadline. We check for conflicts of interest and then arrange a call with one of our solicitors.
Tell us what has happened and we'll arrange a call with one of our solicitors.