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Business & Corporate

Business & Corporate

Commercial Agreements, Property Conveyancing, Mergers & Acquisitions

Business & Corporate Legal Services

We offer a comprehensive service to companies of all sizes and take a practical and pragmatic approach to all aspects of business and corporate legal services. Our expertise in this area is not simply limited to the extensive range of business premises property conveyancing but encompasses company formation, commercial and contractual agreements, business sale / purchase and asset dispersal and company formation including Limited Liability Partnerships (LLPs). We ensure that all areas of your legal requirements are covered regardless of your market sector or specific corporate requirement.

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Business Sale & Purchase

Business M&A is fraught with risk. We assist our clients to minimize this risk and exposure thorough years of experience in business purchase and asset acquisition. At the earliest stage we are involved in the due diligence process confirming that the prospective company’s assets and balance sheet are viable and verifiable. Beyond this we act for both the vendor and the prospective buyer of a business at all stages of the process. A selection of the aspects we cover include:

- TUPE (Transfer of Undertaking Pertaining to Employment)
- Property title investigation, assessment & review
- Property lease transfer or review
- Management of restrictive covenants on either party
- Cancellation or imposition of guarantees and warranties
- Restructuring of banking arrangements
- Tax implications

Commercial Agreements

Formation of well structured commercial agreements at the outset of a business relationship ensures harmony in a business relationship from the earliest stage. Provision of a structure by which parties in the future may readily understand and refer to the terms of an agreement ensure the avoidance of unnecessary disputes and stressful litigation.

Years of experience combined with unrivalled understanding of contemporary business issues, markets and legislation ensure that your commercial agreements will not only support and enhance your business activities but safeguard your business from harm should a disagreement occur further down the line. A selection of the contractual agreements we can provide include:

- Corporate Terms & Conditions
- Supplier onboarding and compliance agreements
- Commercial property leases
- Regulatory affairs management
- Licensing agreements
- Non-disclosure agreements (NDAs)
- Restrictive covenants

Company Formations

As a full service Law Firm we offer and end-to-end service which also deals with the administrative duties of company formation. Regulatory corporate secretarial duties, completed accurately from the outset ensures clarity in the registration of a business names at Companies House at the formation stage.

We maintain a range of memorandum and articles of incorporation for specific forms of company from standard Ltd companies and the appointment of Directors and allocation of share capital to companies limited by guarantee and those relating to the acquisition of freehold buildings on behalf of flat owners (which normally provide that only flat owners are entitled to be members).

Specific memoranda and articles can be tailored by our team in particular circumstances whether or not in conjunction with an appropriate shareholder agreement, resolutions and/or minutes as required by an individual situation.

Limited Liability Partnerships

LLPs were previously the mainstay of professional services firms but have, in recent years, become more widely utilised as vehicles by entities wishing to enable a number of different objectives. The objectives range from enablement of individual, professional consultative practice within a group of consultants through to supporting a genuine sense of ownership from a company’s workforce as well as a compliance with a range of legislative and regulatory factors. Our team of experts can advise you as to whether this type of company formation is appropriate for your business and your partners.

The merits and demerits of establishing an LLP need to be addressed in order to ensure both compliance and understanding for both partners and their clients. The absence of issued share capital combined with the liability for tax based upon profit share, as opposed to net profit subject to corporation tax, will need to considered by all parties within an LLP.

Provision of robust partnership agreements at the outset is the cornerstone for success of the working relationship and as the company matures: departure of partners or even dissolution of the partnership in full may need to be considered and managed by your legal practitioner. Ashley Wilson Solicitors can assist in all of these areas.

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Legal Updates

Reforms around Lease extension and freehold enfranchisement

The Government has recently reconfirmed its proposal to implement reforms in this regard in the current term of Parliament.

Update – Case Law and Legislative Developments – Enfranchisement – April 2022

This article covers some case law and legislative developments over the last 12 months relating to enfranchisement

Right to Manage – is a breach of the statutory framework fatal?

The right to manage is simple in concept but unfortunately complex in its application as there are a lot of procedural hurdles that participating flat owners can fall at and this can lead to litigation as of course their landlord needs to be sure whether management will validly vest.  Consequently there are a huge number of cases taken by landlords challenging the validity of claims which some might find surprising.