Protecting your assets from any potential downturn in trading

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 out of the trading company into a separate corporate vehicle, whether that be a holding company or separate non-trading subsidiary in the same group.

Why every company should have a Shareholder Agreement

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 Shareholder Agreement is not required to be filed at Companies House, unlike the Articles of Association, therefore the terms of the agreement can be kept private between the shareholders and the company.

A Taxing Tax Covenant?

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] EWHC 2101 emphasises the importance of careful drafting and compliance in this context.

This case covers the wording and compliance of a tax covenant in a Share Purchase Agreement ('SPA'). The claimants were a number of the sellers, who were seeking payment of a portion of the purchase price over £100,000,000 which was held in a Claims Escrow Account.

Share purchase agreements and limitation periods

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).