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You the Business > Business Law

At Clarkes use their experience to assist you and your company with your business plans. We have in the past assisted and can assist amongst other things with:

1. Shareholders Agreements
2. Preparation and amendment of Memorandum and Articles of Association
3. Company buy back of own shares
4. Retirement Agreements for Directors and Employees
5. Company share restructuring
6. Company share sale
7. Business assets sale

Clarkes are experienced and well placed to provide efficient and cost effective legal advice on any of these matters.

Shareholders Agreement

Shareholders Agreement are agreements operated between shareholders to regulate the management of the company. They may cover such issues as compulsory retirements and sale of shares, obligations on remaining shareholders to buy shares, valuation of shares, voting rights within the company and so on. They can be very simple or very extensive documents. Clarkes have considerable experience of advising shareholders in connection with such agreements.

Preparation and amendment of Memorandum and Articles of Association

Occasionally the company's memorandum and articles do not comply with current business practice. There may for example be a clause in the articles providing for two signatories in all documents under the new rules apply from the 1st April 2008 in certain circumstances a company may execute a Deed by one director provided his signature is witnessed.

Company by-back of own shares

If a shareholder retires shares have to be purchased either by the remaining shareholders out of their taxed income, a third party or the company may in certain circumstances by back its own shares out of distributable profit or reserves. Clarkes can advise on these schemes.

Retirement Agreement for Directors and Employees

Upon retirement of a Director or Employee of the Company an Agreement may need to be entered into regarding payment of the shares and other benefits. In particular employees may need to sign Compromise Agreements to take away their employment protection rights. Clarkes have extensive experience of this.

Mergers

Mergers (usually known as company re-organisations) are increasingly popular and Clarkes have experience of advising on company re-organisation particularly if used to consolidate a competing business.

Company share sales

Speed is of the essence on a company share sale. Clarkes can offer cost effective and efficient advice for acting for both the Buyer or a Seller of the share capital in a limited company. Work can arrange from undertaking Due Diligence, preparation of Share and Purchase Agreement, Warranties, Tax Deeds of Indemnity and so on. Where the Purchaser of a business buys the company rather than the goodwill and assets of the business the Purchaser acquires the company with all its liabilities and needs to thread carefully in this respect. The principal advantage of a share sale from a Sellers point of view is simplicity of implementation with a clean break from the liabilities of the company (apart from any warranties given in the Share Sale Agreement), avoidance of employment claims and possibly tax benefits. Clarkes have experiencing in acting for both Sellers and Buyers and corporate transactions.

Business assets sales

As an alternative to selling the shares companies and individuals may sell the assets and goodwill of the business. Corporation... capital gains tax may arise on disposal of the assets concerned and some should be aware that if a limited company the cash for the sale will... limited company and not the shareholders individually. The company could be left with the sole assets as cash.

Asset purchase can be very suitable for a Buyer who has then complete flexibility on how to deal with the assets, rather than perhaps acquiring a company that the Buyer does not really want all.