Corporate & Commercial

There is no straight forward business transaction and corporate transactions require great project management (because there is often an overlap of legal disciplines needed – such as tax, employment and property) and recognising this ehl Commercial Law’s dedicated specialist lawyers can assist you in all corporate & commercial transactions. The range of services supplied extends from the preparation of terms and conditions to EULA to shareholder agreements to the buying or selling of businesses (whether through Asset Purchase Agreements or Share acquisitions).

ehl Commercial Law’s pragmatic and meticulous approach to these transactions brings as quick as practicable conclusions to matters – it is our aim to make these matters appear to be as straight forwards as possible.

Services offered by the team include (but are not limited to):

  • Buying / Selling businesses;
  • Merging businesses;
  • Franchising;
  • Shareholder / Partnership Agreements
  • Company Re-organisation;
  • Joint Ventures;
  • Cross Option Agreements;
  • Distribution Agreements;
  • Agency Agreements;
  • Terms and Conditions.

Effectively, franchising is where an established business ‘sells’ certain elements of their business to a 3rd party enabling that 3rd party to use their trade name [and trademarks] whilst offering “back room support” such as websites, database information, clients, training procedures and business model. This arrangement is usually undertaken for an initial franchise fee and thereafter an annual agreed percentage of the sales revenue.

Within England and Wales, there are 3 commonly used franchises:

Business Format Franchise:

Traditionally, this is where a franchisor licenses the franchisee to trade whilst benefitting from the franchisor’s branding, business models and other key business assets whilst providing support and guidance [under the terms of the agreement].

Before entering into a franchise agreement, most franchisees will create a trading entity that suits them whether it be a Partnership or a limited company and that entity will be the franchisee. Franchise agreements can ultimately last as long as the franchisor and franchisee require them but more often than not, the agreements are designed to last for perpetuity.

Product Distribution Franchise:

A product distribution franchise is where a franchisor permits the use of their logo (and associated branding) and reputation along with permission to sell their products but does not offer any other form of support. It would be fair to suggest that this form of franchising is simply a manufacturer / distributor style relationship that provides “branding” provisions. The most common example of this style franchise would be petrol stations.

Manufacturing Franchises:

In markets where competition is rife, these style franchise agreements are most common. A manufacturing franchise is where goods and services are ‘franchised’ under the franchisor’s brand name but are not actually sold by the franchisor. The food and drink industries are where this style arrangement is most common.

Taking a franchise can be of significant benefit as it can help with minimising the initial trading concerns that a new business has because it has the infrastructure and reputation of an established business to rely upon. However, because of the cost and the implications of taking a franchise or alternatively, seeking to franchise out your business, it is necessary to take bespoke legal advice on such matters.

We at ehl Commercial Law can assist with such matters. The firm’s Senior Partner is a leading authority with regards to franchising as are the rest of the Corporate / Commercial team and they would be delighted to assist in respect of such matters.

Whether you are looking for a new business venture or handing over control of a business that you have built from the ground up, our team can assist and advise you through the process of purchasing or selling a business. How you acquire or sell your business is up to you.

1. Asset Acquisitions

In an asset sale, the seller and the buyer will determine the specific assets that are subject to the transfer. The buyer can ‘cherry-pick’ the assets it wishes to acquire, making this type of transaction particularly appealing to a buyer. It is therefore common for certain liabilities to remain with the seller.

Assets can be tangible (e.g. land, buildings, equipment, cash) or intangible (e.g. customer lists, goodwill, intellectual property rights).

The team at ehl Commercial Law can assist you in identifying the risks involved in a corporate transaction. We have particular specialisms in acting in relation to the sale and purchases of accountancy practices, lettings agents, and owner-managed businesses.

2. Share Acquisitions

If a business has been incorporated as a limited company and has share capital, you may consider proceeding with a share purchase or sale. This provides a ‘clean-cut’ approach for both parties in which the buyer effectively acquires all assets and liabilities belonging to the company by virtue of purchasing the shares.

There are a variety of mechanisms that can be utilised to determine the price and payment structure for this type of transaction. In all circumstances, tax advice should always be sought. ehl Commercial Law not only have the ability to advise you in relation to your purchase or sale, but can also provide in-house tax advice to ensure that you receive the best possible advice when structuring a transaction.

We are able to provide assistance with setting up your limited company (whether limited by shares, guarantee or a charitable company). Once incorporated, the directors of the company will be under a responsibility to ensure that the company acts in accordance with statutory restrictions and governing documents.

The main document governing decision-making in the company is the articles of association. Most companies are incorporated with model articles in the first instance. However, you may wish to amend these or implement entirely bespoke articles tailored to suit your business. At ehl Commercial Law we are dedicated to ensuring that your articles of association reflect how you operate your business.

As your business develops and evolves over time, a restructure may be necessary to reflect your business plan and corporate structure. We are able to assist with drafting the required documents to authorise an alteration of your company’s share capital and the necessary lodgings at Companies House.

When you enter into business with another person, you may wish to set some rules about how the business will be run. Whether you have set up a company limited by shares or established a partnership we are able to assist you in governing your business by preparing the necessary documentation.

These agreements commonly include provisions that regulate how you may transfer shares to third parties or required consent thresholds for the business to take certain actions. In circumstances where a deadlock is possible, the agreement may specify how disputes should be resolved.

Preparing clear procedures and rules avoids complex and unnecessary disputes in the event of a later disagreement between business owners. We have a wealth of experience in preparing Shareholder and Partnership Agreements and would be delighted to assist you.

Your business will require a variety of contracts to record the terms of business with customers, suppliers or even just to govern the use of your website. At ehl Commercial Law we appreciate that every contract must be bespoke to your terms, your business and the industry in which you operate.

We have particular experience assisting clients in the accountancy, lettings, pubs, hotels and sports industry although we are able to assist all clients by getting to know their business. This allows us to incorporate the necessary protections against risks and ensure that the contracts we draft are suitable for your business.