Bishop & Sewell
Flower

Running a business, entering into agreements, and selling products and services is becoming ever more complex and challenging. Our experts will help secure your business interests and provide pragmatic advice to help you achieve your commercial goals.

Our emphasis is on solving your problems and, wherever possible, finding new and better ways of doing things along the way. This requires trust on both sides.

As such, we constantly strive to build enduring relationships with the individuals and businesses we work with. Our culture and approach is to be as friendly, helpful and hassle-free as possible.

You’ll receive sound commercial advice from lawyers experienced in key sectors and with special knowledge of key European, Middle Eastern and African territories.

Whatever the legal issue, we have a proven track record of supporting businesses through thick & thin.

Next Steps

For initial advice or to arrange a meeting with one of our team, please email company@bishopandsewell.co.uk or contact 020 7631 4141 and ask to speak to the Corporate & Commercial team.

Our corporate team has considerable experience in acting on mergers and acquisition transactions. Having worked in both national and international arenas, we have exposure in and understanding of a wide range of sectors. Whether a disposal, acquisition, merger or takeover, we deliver a fully project-managed service.

With our entrepreneurial client base, we have specific experience in the area of management buy-outs and buy-ins. These are notoriously difficult to bring to a successful completion, mainly because the management team has to negotiate with its employer and because the funding can be difficult to obtain. Our extensive experience allows us to select the correct tactic at each stage of the transaction, thereby increasing the chances that your deal will complete successfully.

How We Can Help

Whatever the nature of the deal, at the outset, we will help you to agree the terms of the transaction, which is likely to involve the preparation of non-binding heads of terms. We then assist in the due diligence process, issuing or answering the detailed questions required, in order to uncover any liabilities and risks that may affect the transaction or the deal value.

We also prepare and negotiate the contract, which may include an indemnity in relation to undisclosed tax liabilities and warranties. We handle the further disclosure of pertinent information to help reduce the chance of a claim against you for breach of warranty.

We have extensive negotiation experience and always aim to reach an agreement that satisfies our client. We draft or review all the required documents and support you all the way to completion.

Irrespective of whether we are dealing with mergers & acquisitions for a small, private company or a mid-sized public company, we help clients in our own uniquely friendly, yet efficient and professional fashion.

Our team has considerable experience advising on fund-raisings, reverse takeovers, IPOs, pre-IPO fund-raisings, secondary listings and rights issues on the Official List, AIM Market and ISDX.

We possess wide-ranging sector exposure, with particular strength in mining, oil and gas, pharmaceuticals and technology.

How We Can Help

If your company is receiving funding, there will be complicated documents to consider. Banks tend to use standard documentation but we can assist in explaining the contract, highlighting any unnecessary requirements and advising you on any personal guarantees. If the funding is from a business angel or venture capital, the structure of the transaction can become complicated and you will need sophisticated advice.

If your company is seeking a listing, we can advise you on the complex regulatory requirements and work with you to prepare the appropriate detailed documentation.

We enjoy working closely with clients throughout their business’ lifecycles, helping from incorporation to listing/quotation and beyond, to add value at every point of that journey.

Selecting the right legal entity and jurisdiction for your business is a crucial decision. We can act at the outset, form your company and advise on the regulations that will apply, post-incorporation.

As part of the service, you will receive a full set of company books (which you are required to keep by law) and the first set of completed Board minutes. Every company has to have an official registered office and, if you wish, you can use our address. You can also appoint us as the company secretary.

The company’s Memorandum and Articles of Association regulate how it will operate and outline the relationship between the shareholders. We can prepare special Articles of Association to reflect your particular needs. Additionally, we can prepare a shareholders’ agreement to augment the Articles of Association. Both may be used to create all forms of joint ventures, which is one of the areas in which we have particular expertise.

How We Can Help

Our team of qualified and experienced company secretarial professionals have advised public and private clients on a wide range of statutory compliance requirements and corporate governance matters and would be happy to help with any queries you may have. We can assist with:

  • Registration of companies
  • Forming companies
  • Off-the-shelf companies
  • Company liquidations
  • Changing directors of companies
  • Company conversions
  • Changing company names
  • Increasing, converting, subdividing or consolidating share capital and the redemption and repurchase of shares
  • Making changes to Memorandum and Articles of Association
  • Providing a compliance service to company secretaries and companies
  • Writing minutes for clients or review their drafts
  • Preparing documents to effect share transfers and allotment of shares
  • Arranging for the stamping of documents or obtain exemption from Stamp Duty (where applicable)
  • Taking care of the routine maintenance of statutory registers and dealing with returns to the Registrar of Companies
  • Change of financial year-ends
  • Registration of defensive names

For any business, contractual arrangements are at the heart of its day-to-day operations. Getting them wrong can be expensive and, in some cases, can ruin your business. Spending time and money having your contracts properly drafted or reviewed is a sound investment.

It is always advisable to have a written contract for every trading relationship. Whether you are entering into an arrangement with a new supplier, or whether you are selling your goods and services to your first customers or clients, you need to make sure that your contractual documentation properly protects your position.

You need advice to ensure that the contract reflects your understanding of the relationship and does not contain any clauses that are unfairly onerous or unenforceable.

How We Can Help

We have extensive experience of all types of commercial contracts, and we are able to advise on which terms are reasonable, which are necessary, and which you should not accept under any circumstances.

We can advise you on the following types of agreement:

  • Contracts for the provision of goods or services
  • Distribution agreements
  • Agency agreements
  • Franchising
  • Manufacturing agreements
  • Joint ventures
  • Software licenses and maintenance agreements
  • E-commerce agreements

We have in-depth experience of advising on both the creation and dissolution of partnerships, including using a limited liability partnership, which is a cross between a partnership and a company. Many traditional partnerships are converting to limited liability status but detailed advice is needed to identify the advantages and risks.

Whether you are already in a partnership or LLP, planning to join one or setting up your own business partnership, we have a team of dedicated solicitors who can advise you regarding all aspects of partnership and LLP law. We can provide guidance on a wide range of business partnerships, each facing its own regulatory framework and distinctive challenges.

How We Can Help

Our corporate & commercial team works alongside colleagues in the dispute resolution and commercial property teams to provide the full range of partnership advice, including:

  • Partnership agreements
  • Partnership disputes
  • Exits and dissolution
  • Insolvency
  • Property issues
  • Regulatory issues

Whether you are growing your business or downsizing, this will inevitably result in changes to the way that the company is structured.

Restructuring Your Company

Company restructuring covers two broad areas:

  • Restructuring the share capital and ownership of the company
  • Restructuring the directors and management of the company

Often shareholders (or ‘members’) and directors within a company will be the same person, but the processes of changing these are very different, and have different implications and considerations.

Ownership Of The Company

We can assist in the following areas of share ownership:

  • Share issues and allotments
  • Share buy-backs
  • Buying and selling shares
  • Share swaps
  • Charging shares
  • Preference or redeemable shares
  • Transfer and reclassification of shares
  • Dividends

Management Of The Company

We can assist in the following areas of company management restructuring:

  • Appointment of directors
  • Resignation of directors
  • Director’s service contracts
  • Restructuring and redrafting Articles of Association
  • General corporate governance and company secretariat advice

For companies looking to grow, we can also advise on financing by share issues or debt finance (equity or debt finance), including debentures and charges and providing the required legal framework for loan security.

Our specialist sports lawyers have advised clients on a wide range of legal issues. Our clients include clubs, agents, sponsors, fan clubs, and players’ unions.

Our expertise spans a range of issues including:

  • Brand protection and exploitation
  • Club sales and acquisitions
  • Corporate restructuring and insolvencies
  • Employment and immigration issues
  • Commercial property issues
  • Sponsorship deals
  • Sports disciplinary hearings

There are a number of different ways flat owners in a block can solidify their association. In order to have more engagement with the Freeholder and in how your building is managed, you must decide which is right for you.

Choosing the right type of owners’ organisation to suit your block’s specific needs, structure and priorities can be complicated. Will you need to form a flat management company? And if so, what type, and how do you get started?

The options each have their own pros, cons, powers and procedures:

  • Informal Residents Association
  • Residents Management Company (RMC)
  • Right to Manage Company (RTM)
  • Right to Enfranchise Company (RTE)

How We Can Help

Our seasoned corporate & commercial team can assess your needs, advise on the choice of incorporation and help you with the forms, registrations, procedures and due diligence.

We can also advise on your rights and responsibilities under any formal (or informal) structure, as well as compliance matters and constitution.

Once formed, flat management companies can get additional support via membership to the Federation of Private Residents Associations (FPRA): a not-for-profit advice, support and lobbying organisation for such companies.

Leaseholders also have the right to be consulted in relation to service charges and can form a recognised Tenants’ Association.

Corporate & Commercial Legal Team

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