Our Contract Services:

Commercial Contracts We Draft and Review:

Supply and Distribution Agreements:

• Terms and conditions for supply of goods or services

• Exclusive and non-exclusive distribution agreements

• Agency agreements

• Franchise agreements

• Manufacturing and production contracts

• Import/export contracts

Service Agreements:

• Professional services contracts

• IT and software development agreements

• Consultancy and advisory agreements

• Marketing and advertising contracts

• Maintenance and support agreements

Trading Terms:

• Standard terms and conditions of sale

• Purchase order terms

• Website terms and conditions

• E-commerce terms

• Returns and refunds policies

Partnership and Collaboration Agreements:

• Joint venture agreements

• Strategic partnership agreements

• Collaboration and consortium agreements

• Memoranda of understanding (MOUs)

Licensing Agreements:

• Intellectual property licensing

• Brand and trademark licensing

• Software licensing

• Technology transfer agreements

Non-Disclosure Agreements (NDAs):

• Mutual and unilateral confidentiality agreements

• Protecting trade secrets and confidential information

• Pre-negotiation NDAs

Our Contract Drafting Approach:

Clear, Enforceable Language: We draft contracts in plain English wherever possible, avoiding unnecessary legal jargon while ensuring enforceability. Your contracts should be understood by the people using them, not just lawyers.

Risk Management: We identify and address potential risks:

• Limiting your liability appropriately

• Defining scope of work and deliverables clearly

• Setting realistic warranties and representations

• Including termination and exit mechanisms

• Protecting intellectual property rights

• Addressing data protection and confidentiality

Bespoke Drafting: While template contracts have their place, we tailor agreements to your specific:

• Business model and sector

• Risk appetite and commercial objectives

• Bargaining position and negotiation leverage

• Regulatory requirements

Contract Review Services:

Before signing contracts presented by customers, suppliers, landlords, or partners, our business solicitors review and advise on:

• Unfavorable terms requiring negotiation

• Hidden liabilities or excessive obligations

• Ambiguous provisions requiring clarification

• Missing protections you should insist upon

• Compliance with relevant regulations

Negotiation Support: We assist with contract negotiations, whether directly negotiating on your behalf or advising you through the process, helping you achieve favorable terms while preserving business relationships.

Business Structures We Help Establish:

Limited Companies:

• Private companies limited by shares (most common structure)

• Company limited by guarantee (typically for non-profits)

• Choosing between single director or multiple directors

• Shareholder structures and share classes

Limited Liability Partnerships (LLPs):

• Popular for professional services firms

• Partnership flexibility with limited liability protection

• Member agreements and profit-sharing arrangements

Sole Traders and Partnerships:

• Advising on suitability and risks

• Partnership agreements for traditional partnerships

Company Formation Services:

Incorporation:

• Company name availability and reservation

• Preparation of incorporation documents

• Registration with Companies House

• Issue of share certificates

• First directors' and shareholders' resolutions

Constitutional Documents:

• Articles of Association tailored to your needs

• Shareholder agreements protecting minority and majority interests

• Directors' service agreements

• Company registers and statutory books

Post-Incorporation:

• Corporation tax registration

• VAT registration (if required)

• PAYE registration for employees

• Business bank account opening support

• Registered office services

Share Structures: We advise on appropriate share structures including:

• Ordinary shares with standard rights

• Multiple share classes (voting/non-voting, different dividend rights)

• Growth shares for employee incentivization

• Preference shares for investors

Why Proper Company Formation Matters:

• Limited Liability Protection: Separating personal and business liability

• Tax Efficiency: Corporation tax rates often more favorable than income tax

• Credibility: Limited company status enhances business credibility

• Investment Readiness: Proper structure facilitates future investment

• Exit Planning: Clear share ownership enables business sale or succession

Key Provisions We Include:

Share Transfer Restrictions:

• Pre-emption rights (existing shareholders' right of first refusal)

• Permitted transfers (to family members, trusts)

• Prohibited transfers (to competitors)

• Drag-along and tag-along rights

• Good and bad leaver provisions

Decision-Making and Control:

• Reserved matters requiring unanimous or supermajority approval

• Deadlock resolution mechanisms

• Board composition and voting rights

• Shareholder veto rights on key decisions

Dividend and Financing:

• Dividend policies

• Capital calls and further funding requirements

• Dilution protection

Protective Provisions:

• Non-compete and non-solicitation clauses

• Confidentiality obligations

• Intellectual property ownership

• Employee shareholder provisions

Exit Mechanisms:

• Exit rights and exit timings

• Valuation methodologies

• Buy-sell provisions (shotgun clauses)

• Compulsory transfer provisions

Why Shareholder Agreements Matter:

Many businesses form without shareholder agreements, relying on goodwill and verbal understandings. This works until it doesn't—when shareholders disagree on strategy, one wants to exit, someone wants to bring in outside investors, or relationships break down.

Shareholder agreements:

• Prevent costly disputes by establishing clear rules

• Protect founders' original intentions

• Ensure fair treatment of minority shareholders

• Provide orderly exit mechanisms

• Maintain business continuity during shareholder changes

Family Business Considerations:

Family businesses face unique challenges. We help draft shareholder agreements that:

• Balance family relationships with business needs

• Plan for succession to next generation

• Address employment of family members

• Handle divorce and death scenarios

Types of Commercial Disputes We Handle:

• Contract breaches and disputes

• Partnership and shareholder disputes

• Supplier and customer conflicts

• Intellectual property infringement

• Debt recovery

• Professional negligence by advisors

• Competition and restraint of trade issues

• Business sale disputes (warranty claims, earn-out disagreements)

Our Dispute Resolution Approach:

Commercial Pragmatism:

We evaluate disputes through a commercial lens:

• What's the financial exposure?

• What are the time and cost implications?

• What's the impact on business relationships?

• What's the reputational risk?

• Is the dispute worth pursuing/defending?

Alternative Dispute Resolution First:

Wherever possible, we pursue negotiated settlements, mediation, or arbitration before court proceedings:

• Costs significantly less than litigation

• Resolves matters faster

• Preserves business relationships

• Confidential process

• Greater control over outcomes

Litigation When Necessary:

When ADR fails or immediate court intervention is required, we provide robust representation:

• Injunctions to prevent breach of restrictive covenants

• Urgent freezing orders and search orders

• County Court and High Court proceedings

• Commercial Court litigation

• Appeals

Protecting Your Business During Disputes:

• Minimizing operational disruption

• Managing reputational impact

• Preserving business relationships where possible

• Securing evidence and documentation

• Protecting confidential information

Areas of Regulatory Compliance:

Data Protection (GDPR/UK GDPR):

• Privacy policy and cookie policy drafting

• Data processing agreements with suppliers

• Subject access request procedures

• Breach notification procedures

• International data transfer mechanisms

• Data protection impact assessments

• ICO registration

Employment Law Compliance:

• Employment contracts and handbooks

• Workplace policies (disciplinary, grievance, flexible working)

• Health and safety obligations

• Discrimination and equality law compliance

• TUPE transfers

• Redundancy procedures

• Settlement agreements

Consumer Protection:

• Consumer Rights Act compliance

• Distance selling regulations

• Terms and conditions compliance

• Unfair contract terms avoidance

• Trading standards compliance

Intellectual Property Protection:

• Trademark registration and protection

• Copyright protection

• Patent advice and referrals to specialist patent attorneys

• Design rights

• Trade secret protection

Industry-Specific Regulation:

• Financial services regulation (FCA)

• Food safety and hygiene

• Construction and building regulations

• Environmental compliance

• Licensing requirements (alcohol, entertainment, taxi services)

• Professional body regulation

Health and Safety:

• Risk assessment procedures

• Health and safety policies

• Accident reporting obligations

• Working time regulations

Anti-Money Laundering (AML):

• Customer due diligence procedures

• Suspicious activity reporting

• Record keeping requirements

Compliance Audits: We conduct compliance audits to:

• Identify regulatory gaps

• Assess compliance risks

• Recommend corrective actions

• Implement compliance systems

Regulatory Investigations:

If your business faces regulatory investigation by:

• Trading Standards

• HSE (Health and Safety Executive)

• ICO (Information Commissioner's Office)

• Environment Agency

• HMRC

• Industry regulators

We provide representation throughout investigations and enforcement proceedings.

Our employment law solicitors advise businesses on:

Employment Contracts:

• Director service agreements

• Executive employment contracts

• Standard employment contracts

• Zero-hours and casual worker contracts

• Consultancy agreements (ensuring proper classification)

Restrictive Covenants:

• Non-compete clauses

• Non-solicitation of clients and employees

• Confidentiality provisions

• Garden leave clauses

Workplace Policies:

• Employee handbooks

• Disciplinary and grievance procedures

• Flexible working policies

• Social media policies

• Remote working policies

• Equal opportunities policies

Managing Difficult Employment Situations:

• Performance management

• Disciplinary proceedings

• Capability dismissals

• Gross misconduct dismissals

• Redundancies (individual and collective)

• Settlement agreements

• Employment tribunal defense

TUPE Transfers:

• Advising on TUPE application

• Employee consultation obligations

• Liability transfer implications

• Harmonization of terms

Tribunal Defense: We defend businesses against employment tribunal claims for:

• Unfair dismissal

• Discrimination (age, sex, race, disability, religion)

• Wage and holiday pay disputes

• Whistleblowing

• Breach of contract

Our corporate solicitors guide you through:

Business Sales:

• Share sales vs. asset sales (tax and liability implications)

• Heads of terms negotiation

• Due diligence responses

• Share purchase agreement or asset purchase agreement drafting

• Disclosure letters and warranties

• Tax clearances and indemnities

• Completion mechanics

Business Acquisitions:

• Target identification and preliminary negotiations

• Due diligence (legal, financial, commercial, tax)

• Structuring the acquisition

• Purchase agreement negotiation

• Warranty and indemnity insurance

• Financing arrangements

• Post-completion integration

Management Buy-Outs (MBOs):

• Management team advising

• Financing structures

• Employment and service agreement renegotiation

• Shareholder arrangements post-MBO

Fixed Monthly Fee:

Predictable legal costs with agreed monthly fee covering:

• Telephone and email advice

• Contract reviews

• Template document updates

• General commercial advice

• Priority service for urgent matters

Benefits of Retainers:

• Predictable budgeting

• Immediate access to legal advice

• No surprise legal bills

• Builds solicitor familiarity with your business

• Proactive legal risk management

Flexible Scope: Retainers can cover:

• General commercial advice only

• Employment law matters

• Contract reviews

• Regulatory compliance

• Combination of practice areas