Corporate and commercial

In the fast-moving commercial climate, businesses benefit from having an expert legal adviser on their side to help them overcome any challenge they’re faced with. Whether this relates to financial, corporate or commercial law, solicitors in Smith Partnership’s dedicated team can equip your business with effective solutions to secure growth and achieve sustainable commercial success.

Get in touch to find out how.

What we can do for you

Having worked with small, local clients as well as multinational organisations, we understand that a one-size solution does not fit all. This is why our team takes the time to get to know your business and understand your individual aims and requirements. Our range of services include:    

Corporate:

  • Business acquisitions, disposals and mergers, sales and purchases
  • Corporate Finance
  • Management Buyouts (MBOs)
  • Management Buy-ins (MBIs)
  • Share purchases and sales
  • Banking and security documents, finance and debt restructuring
  • Company formations
  • Company reorganisations
  • Company buyback of shares/purchase of own shares
  • Joint ventures
  • Partnerships and Limited Liability Partnerships (LLPs)
  • Shareholder Agreements and Articles of Association
  • Exit strategies including retirement and succession planning

Commercial:

  • Terms and conditions for the sale and supply of goods and services
  • Franchise, distribution and agency agreements
  • Software development and licensing
  • E-commerce
  • PR, Marketing and Advertising
  • Sponsorship
  • Confidentiality and Non-disclosure agreements (NDAs)
  • Data Protection GDPR
  • IT agreements
  • Intellectual property 
  • General commercial law advice

Whatever the legal needs of your business, our specialist solicitors are committed to providing excellent client communication and care. We will work closely with you to understand your expectations, requirements and deadlines with an aim to meet them all. 

Business/asset sales & purchase

There are many things to consider when acquiring or disposing of a business or its assets. We will work with you to ensure that a clear and comprehensive Asset Purchase Agreement is negotiated to accurately document the terms of the purchase or sale that has been agreed between the buyer and the seller. 

The agreement sets out the terms upon which the assets are to be purchased. Any assets or liabilities that fall outside of the agreement will remain the property and responsibility of the seller. 

You will be fully advised and informed about your continuing liability as a seller or your acquired liability as a purchaser in relation to the assets that are to be purchased or sold, as well as ensuring that your obligations under TUPE are satisfied.

Corporate finance

We work closely with a number of corporate finance advisers who in turn work closely with banks and financial organisations and are able to assist clients with their funding requirements. We take account of client's commercial and financial objectives and offer a solution-based approach. We have vast experience of working to tight deadlines in multiple party deals. 

Management buy outs (MBOs)

A management buy out is the purchase of a company by its existing management. 

The obvious benefit of an MBO is that the management is familiar with the business that they are purchasing and any issues that the company may be facing are usually known to the purchasers from the outset. The transparency involved in an MBO means that the main terms are usually agreed at the very early stages of the transaction, keeping due diligence and further negotiation between the parties to a minimum. 

Management buy ins (MBIs)

With a management buy in, the company is acquired by an external management team. 

New management often means new ideas, an alternative perspective or may result in the business taking an entirely different approach. However, a new management team will not usually have in-depth knowledge of the way the business runs and therefore more due diligence or ‘information gathering’ is often required at the beginning of the transaction.

We can assist with the due diligence process to ensure that it is as streamlined and efficient as possible. The reasons for an MBI can vary and our approach is case specific inorder to achieve the best outcome for you.

Share purchase & sales

Under the terms of a Share Purchase Agreement, a buyer purchases the entire issued share capital of a company. This includes all of the assets, liabilities, benefits and obligations, whether or not you are aware of them. 

As a buyer, it is imperative to carry out structured and detailed due diligence on the company you are purchasing so that you are aware of all the liabilities and any potential risks or future risks that you will be acquiring on completion of the transaction. 

The Share Purchase Agreement may also document any restrictive covenants, a tax covenant and a raft of suitable warranties and indemnities to ensure the buyer is adequately protected. 

We also have a vast amount of experience in advising on and drafting completion accounts, working closely with your accountant to ensure that the financial deal agreed is accurately reflected within the agreement.

Banking & security documents

We act for many financial institutions. More specifically, the work we carry out on a day to day basis involves drafting and negotiating loans and other facility agreements, covering overdrafts, term loans and revolving credit facilities. We also oversee lenders security to include debentures, personal guarantees and legal charges over property as well as intercreditor deeds and deeds of priority, which govern the ranking of security when there are multiple lenders. 

We also act for and advise companies who are looking to raise finance through methods such as equity funding from investors or debt funding. 

A bank will usually stipulate that some form of security is required to protect them against a borrower defaulting on repayments. There are several types of security commonly used by banks and other financial institutions and we can advise you and explain these in further detail if they are required.  

Shareholder agreements & articles of association

The Articles of Association is a company’s constitutional document which contains the purpose of the company and the duties and responsibilities of its shareholders. It is a compulsory legal document for companies formed in the UK and is accessible for the public to view at Companies House. 

A Shareholders’ Agreement is a private agreement between the shareholders. It is a binding contract which regulates shareholders’ dealings with one another and contains information that you may not want the public to see. 

The two documents work in conjunction with one another, with the Shareholders’ Agreement providing greater contractual protections for shareholders than can be provided under the Articles alone. It also helps to reduce the risk of potential conflict in the future given that important areas of conflict are agreed from the outset. 

We can advise and tailor your Shareholders’ Agreements so that it caters to the specific requirements of your business. 

Confidentiality & non-disclosure

Confidentiality is of vital importance in certain circumstances. For instance, confidential information could be disclosed by one party during negotiations of the sale of a business, or during a business collaboration where the discussions will involve the disclosure of information concerning the business affairs of both parties. 

A Confidentiality Agreement or Non-Disclosure Agreement (NDA) is a legal document which outlines knowledge or information that the parties agree to share with each other but wish to restrict what is done with that knowledge or information by contractually obliging the parties to not disclose the information covered by the Agreement. 

We have experience with drafting such documents over a wide variety of different circumstances.

GDPR

The General Data Protection Regulation (GDPR) (EU) 2016/679 is a regulation in EU law on data protection and privacy for all individuals within the EU and the European Economic Area (EEA). It is considered the most important change in data privacy regulation in 20 years. 

We can provide guidance to essential aspects of data protection and we can tailor data protection policies to businesses’ specific requirements to ensure compliance so that you avoid potentially significant financial penalties. 

A collaborative approach

Our corporate and commercial team works closely with other departments within our firm, providing a collaborative approach to any legal issue your business is facing. Whether this be employment, commercial property, dispute resolution or commercial litigation, solicitors in these dedicated teams offer holistic advice and support when required.

Acting in partnership with your business, we work with you towards achieving your commercial objectives. Therefore, any advice we provide will focus on your needs and best interests. Having taken the time to understand these, we can offer proactive solutions, ensuring your company’s interests are protected both now and in the future.

Don’t just take our word for it...

Our corporate and commercial law services have been recognised by the Legal 500, which states that our company: 

[Specialises] in mergers and acquisitions, management buy-outs and restructurings, including multinational deconstructions and demergers. It is also building a significant client base for commercial work, mainly in the sports and technology sectors. Fraser Cunningham leads the team from the Derby office, while Dennis Thomas is the main contact in Leicester, and is noted for his expertise in matters at the intersection between corporate and commercial property work.

- Legal 500

Why choose Smith Partnership?

No matter what legal challenge you’re facing, we understand that your livelihood and that of your staff are potentially at stake. Our team has experts in their field who can quickly determine the complexity of the issues surrounding your business and deliver practical and pragmatic advice which is drawn from our many years of experience.

We take a straightforward approach so that any advice or communications you receive from us will be straight-talking and free of any unnecessary legal jargon. This ensures that you will be fully aware of your options and where your business stands, as well as any potential implications and risks at every stage of the process.

With offices in Derby, Burton Upon Trent, Leicester, Swadlincote and Stoke on Trent, your business will benefit from having access to approachable and responsive expert legal advice and support whenever you require it. 

Contact our team today

To find out how our expert team of solicitors can help you, contact us today on 0330 123 1229, send us an email via info@smithpartnership.co.uk or complete our contact form.

FAQs

There are numerous factors that affect the sale of a business and there is no one size fits all answer to this question; your business is after all unique and something in which you have invested significant time and effort. If you are thinking of selling your business we have an experienced and dedicated corporate and commercial team who can guide you through the process and will be happy to provide you with a number of different options in terms of our costs.

Properly drafted terms and conditions will provide clarity and help avoid costly disputes. They will help protect your business, ensure you comply with the law and prevent miscommunication with your customers. Whilst there are certain terms that are common from one business to another it is important to ensure that your terms properly reflect your business.

There is a lot to consider when buying a care home. Firstly, are you buying the existing company (i.e. the shares of the company through which the home is operated) or the business of that company? This is a fundamental question as it affects much of what follows. The care home will be an ongoing business and the apportionment of costs/liabilities/income etc. both before and after the purchase is completed will be affected. There are also regulatory considerations that must be borne in mind.

The articles of association are the basis of a company’s constitution regulating its operations. It is possible to adopt standardised model articles but it is important to consider your requirements as the articles can be amended to suit once they are properly understood. We can help you consider the options and tailor your company’s constitution.

It is not essential that you engage a solicitor but certainly advisable that you do. There are a number of different kinds of limited company and it may be that an alternative structure such as a Limited Liability Partnership is more appropriate. There are considerations that if not addressed correctly at the outset can have a significant impact later. Sound professional advice can help you deal with such issues properly and tailor the company to your specific circumstances.