Business Law

My expertise in business law includes guidance on corporate governance documents and practices to ensure adherence to applicable legal requirements. Moreover, having participated in tens of corporate transactions, I also advise clients in relation to their share transfers and support clients during the due diligence process.
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More specifically:

I can assist you with the following:

1. Articles of Association: The Articles essentially serve as the company’s constitution governing the relationship between the company and its members, as well as the internal affairs of the company. Alongside any shareholders’ agreement, they are the starting point in any contemplated corporate transaction concerning the company.

2. Shareholders’ Agreement: This is a privatecontract governing the the company’s shareholders’ relations in respect of thecompany. It usually includes provisions relating tothe ownership, issue and transfer of shares, the distribution of profits andlosses, the management and control of the company and dispute resolutionmechanisms. The exact provisions may vary to address the specific needs of eachcompany.

3. Board Minutes and Resolutions: Whilst board minutes serve as the record of discussions and decisions made at board meetings, company resolutions are written documents concluded by the directors and/or shareholders reflecting a company’s decision. In general, both will need to be prepared and executed for any significant corporate action, in line with the company’s articles of association and any shareholders’ agreement.

4. Due Diligence Support: Due diligence is effectively an audit of the target's affairs - legal, business and financial. The buyerwill use this information to decide on the commercial viability of the proposed investment.

5. Share Purchase Agreement: This is an agreement between the company and an investor. On the one hand, it sets out the amounts and typesof shares purchased, as well as any voting rights, and the purchase price, on the other.

6. Statutory Registers or Company Books: Companies have a legal obligation to maintain and have ready for inspection certain statutory registers, such as the register of members or the register of persons with significant control. Unless the company chooses to, the registers need not be filed at Companies House.

7. Filings and Post-Completion Matters: Following successful completion of a corporate transaction, a company must make sure that its statutory registers are up to date. Certain transactions must be notified to Companies House, and stamp duty may be due in relation to certain share transfers.
   
   
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Recent experience:

Participated in advising founders on a £25.6m auction sale of their business to a foreign bidder, involved in the due diligence process and assisted in preparing transaction documents.

Regularly participated in advising clients on intra-group reorganisations and involved in preparing transaction documents(including board minutes, written resolutions and ancillary documents) for various stages of such transactions (incl. dealing with share option schemes, distribution of profits, demergers, and post-completion matters and filings).

Participated in advising clients on unapproved and EMI share option schemes, including adopting such schemes, additional grants of options and rollovers.

Regularly assisted clients in company secretarial matters, including incorporations, name changes, appointing and removing officers, as well as dissolutions.

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