Our Company and Commercial Department is recognised as one of the leading commercial law firms in Essex by The Legal 500, an independent and definitive guide to the best law firms in the UK. They comment that we are ‘a reliable and proactive outfit’ that acts for ‘small private owner-managed businesses through to large plc companies’.
We offer a highly skilled team of company law experts, many of whom have direct commercial experience outside of legal practice. This allows us to deliver a unique service which seamlessly blends relevant insight with a thorough understanding of the law, leaving us well placed to provide you with innovative and thoughtful solutions in unique or unusual situations.
Getting your business on the right footing has never been more important. We provide a bespoke and practical service which is delivered to you in a practical and cost-effective manner.
FREE Initial Consultation
Contact our company and commercial law team in Essex for a free, no obligation initial consultation if you have a particular matter you would like to discuss. We can offer telephone consultations or face-to-face meetings in any of our five offices in Brentwood, Hornchurch, Upminster, Leigh-On-Sea or Canary Wharf. We are also happy to meet with yourselves at your own business premises in Essex, London or further afield.
FREE Business Legal Review Service
If you do not have a particular matter in mind but would like us to provide a free no-strings review of your business, contact our company and commercial legal team and ask about our Free Business Legal Review Service.
▼ Our company and commercial expertise
- Business Sales and Purchases
- Lending Agreements and Security Arrangements
- Management Buyouts and Management Buy Ins (MBOs and MBIs)
- Joint Ventures
- Company Reorganisations and Restructures
- Share Buybacks and Returns of Value
- Shareholders Agreements and Advice
- Business Start-Ups and Company Formation
- Corporate Governance and Companies Act 2006
- Intellectual Property and Trademarks
- Partnerships and LLPs
- Commercial Contracts
- Terms of Business
- Distribution Agreements
▼ Recent deals include
- Advising on the corporate aspects of a major land development project in East London
- Sale of two Toyota car dealerships by the Hills Group
- Acquisition of a specialist motorcycle insurance company and the acquisition of a specialist insurance broker by a large insurance provider
- Purchase of a large franchise catering business
- Corporate restructure for a commercial landlord on an 800K secured refinancing
- Sale of a long-established local export concern for a purchase of over £2.5m
- Acting on behalf of a majority shareholder on a £3.5 million share buy-back
- Acquisition of a pre-packed food company by a frozen, chilled and dry-foods supplier
Your key contact: Edward Garston
▼ Company and Commercial Law - FAQs
- The nature and size of the enterprise
- The identity and location of the participants
- The commercial and financial objectives of the participants
- A limited liability company
- A limited liability partnership (LLP)
- A partnership (or limited partnership)
- A purely contractual co-operation agreement
Due diligence is the process by which a buyer who wishes to acquire shares in a company or wishes to purchase the assets of a business investigates the records of that company/business to support its value, whether there are matters on which further information is required or whether any new information disclosed through this process require a price negotiation.
Warranties are contractual statements contained in the share/asset purchase agreement which take the form of assurances from the seller as to the condition of the company or business and, in particular, any existing liabilities. They are usually contained in a separate schedule to the agreement.
- To provide the buyer with a remedy (a claim for breach of warranty) if the statements made about the company later prove to be incorrect and the value of the company is thereby reduced. Warranties therefore provide a form of retrospective price adjustment.
- To encourage the seller to disclose known problems to the buyer. Because the seller's liability under the warranties is invariably limited to the extent that proper disclosure is made against them, the effect of the warranties should be to flush out potential problems.
An indemnity is a promise to reimburse the buyer in respect of a particular type of liability, should it arise. The purpose of an indemnity is to provide a guaranteed remedy (on a pound-for-pound basis) for the buyer where a breach of warranty may not give rise to a claim in damages, or to provide a specific remedy which might not otherwise be available at law.
Disclosure is the process of the seller making general and specific disclosures against the warranties contained in an share/asset purchase agreement. If the seller fails to disclose a relevant matter, in respect of the warranties, he may be sued by the buyer for breach of warranty. The seller usually makes his disclosures in a disclosure letter and attaches relevant documents to that letter to support its disclosures.
- Return surplus cash to shareholders
- Increase earnings per share
- Increase net assets per share
- Enhance share liquidity
- Increase gearing
- Provide an exit route for shareholders
- Where the agreement allows for retirement; or
- With the consent of all the other partners; or
- In the case of a partnership at will, a partner must give notice in accordance with the provisions of the Partnership Act 1890, which will have the effect of dissolving the partnership
If there is a partnership agreement in place which deals with retirement, then retirement and dissolution should occur in accordance with its terms (unless both parties agree otherwise). This agreement will probably continue to govern the relationship between the two partners until the outgoing partner has retired and the partnership is dissolved.
Q What are the ways in which you can dissolve a partnership?
A A partnership at will may be dissolved at any time by a partner serving notice on the other partner(s). A partnership will be a partnership at will unless contrary intention can be proved, for this, there must be an express or implied agreement that is inconsistent with the right which a partner would otherwise have to determine the partnership by notice.