30/11/20
Private Equity (PE) is a form of alternative investment of capital into companies which do not trade on the public exchange. The funding comes from investors (high-net-worth individuals) and firms who invest directly into private companies or acquire control of public companies with the plan to take…
26/11/20
An in-specie contribution is a viable alternative to transferring cash into a pension scheme, and can include assets such as property or shares. Problems can arise where the shares held in the pension scheme are bought back by the company for cash. A private limited company can make use of a…
25/11/20
It is becoming increasingly more important to ensure that the terms within a contract are clear and address all the necessary points and provisions. Any areas of uncertainty, no matter how minor, provide opportunity for disputes to arise between the parties. In September 2020, Liverpool FC won a…
03/11/20
UK Ltd [2020] EWCA Civ 1228v The Court of Appeal unanimously upheld the High Court's decision confirming the ordinary legal meaning of 'goodwill' was applied in the context of a contractual construction on the exclusion of liability clause in a SPA for lost 'goodwill'.…
09/10/20
With the uncertainty of Brexit and the current impact of COVID-19 threatening many businesses, the responsibility of running a company rests solely with the directors of the company. It is important therefore that a director is aware of the duties imposed on them by law. What is the difference…
25/09/20
An Employee Ownership Trust (EOT) is an alternative business ownership structure with specific benefits to both owners and employees. It involves the employees of the business holding a controlling stake in a trading company via a specifically designed trust. This is intended to facilitate participation…
21/09/20
With uncertainty in the market, now is a good time for businesses to be considering how they best protect their assets from any potential downturn in trading. Key assets, such as business premises, intellectual property rights, plant and machinery, etc. - even cash - can all be ringfenced by moving them…
21/09/20
What is a Shareholder Agreement? In short, a shareholder agreement is what it says on the tin, an agreement between the shareholders of a company. The agreement contains terms that govern the ownership of the business, including the issue and transfer of shares and company management. A…
21/08/20
It is standard practice for Corporate documentation to include covenants. Covenants can have a multitude of purposes and provide contractual parties with legal assurances that something will, or will not, be done in an agreement. The recent judgment in Dodika Ltd v United Luck Group Holdings Ltd [2020]…
09/07/20
The recent case of Towergate Financial (Group) Ltd & Ors v Hopkinson & Ors [2020] has provided some guidance in relation to the wording of contractual limitation clauses and their interpretation into corporate share purchase agreements (SPAs). A contractual limitation period is a form of…
10/06/20
The government is seeking to provide support to companies that may be facing financial difficulties by introducing new measures designed to maximise chance of survival. The Bill will temporarily suspend parts of insolvency law and amend Company Law and other legislation to relax rules around company…
27/05/20
The most obvious answer is to simply buy the property, as a company asset, from the company. But there is another option - to buy the company itself! Whilst this may not be the immediately obvious choice, there can be benefits to this - but each option needs to be considered on its merits. Here are some…
03/04/20
Last week, the Business Secretary announced temporary changes to insolvency law in order to protect businesses from the effects of the current COVID-19 (coronavirus) pandemic. The impending legislation will introduce a new moratorium for businesses and will suspend wrongful trading laws for the duration…
31/03/20
The AGM season is well under way for many businesses, but recent restrictions on group gatherings, and the UK 'lockdown' as a result of COVID-19 is posing difficulties for meetings to be held as planned. Businesses may find themselves in a position where holding an AGM is no longer possible…
26/03/20
In response to the COVID-19 public health crisis, HMRC have now imposed measures to stop the spreading of the virus. HMRC have currently suspended the stamping of stock transfer forms along with the payment of stamp duty by post. Stock transfer forms should now be in the form of an electronic…
25/03/20
The coronavirus outbreak has produced a lot of government action targeted at keeping infections down and that has in turn affected a lot of organisations, their contracts with each other and their plans for future procurement. For buyers subject to the Public Contracts Regulations 2015 (PCR) or the…
19/03/20
The ever changing circumstances and consequential advice relating to public health and COVID-19 may have adverse impacts on ongoing business transactions, in particular relating to warranties that are provided for in sale and purchase agreements. A warranty is typically provided by the seller to…
18/03/20
This last week has perhaps been the most uncertain, worrying and troublesome time of recent generations for all business owners, however none more so that those within the leisure and tourism industry. With most major airlines facing the grounding of all flights, holiday companies facing mass…
18/03/20
Following recent Government advice, Companies House have announced further changes to their filing systems to help maintain their services to businesses. Typically every business must annually send accounts, confirmation statements and reports to Companies House. If a company's accounts are…
18/03/20
With more alarming updates coming from the government daily, in these times of uncertainty, many businesses may be looking to their accountants for advice on how to best protect their assets. One thing that businesses can do is to look to restructure; setting up a holding company, undertaking a…
