Corporate & Commercial Law
Corporate Law Services
As companies grow, their needs and requirements change. The one thing remains consistent is the need for reliable and practical legal advice. Whether you are looking to restructure your business, whether you are buying or selling an existing business or whether you are appointing a new director to your board, taking legal advice before making a major decision can save you significant time and money. The experienced corporate law team at Fraser Dawbarns will help you navigate every aspect of corporate law, making sure that your business is organised to best suit your purposes.
Corporate law deals with matters relating to corporations and the financing and running of them. Legal areas that are covered by corporate law can include partnership and shareholders agreements, buying, selling and merging companies and matters relating to the board of directors. As a corporation is considered to be a single entity in the eyes of the law, it will be treated as separate to its owners, directors and shareholders and much of corporate law deals with a company as if it were an artificial person.
Partnership and Shareholders Agreements
A sole trader is a self-employed person who operates and runs a business. A sole trader and their business are not legally distinct entities, which can potentially be problematic for the owner. If the business runs into trouble, the business owner could find themselves financially liable for any debts the business has accrued. Many business owners prefer to organise their business into a partnership, limited company or limited liability partnership for the protection that these business structures offer.
Partnership Agreements
A partnership can be an effective way of running a small to medium sized business. A business partnership without a formal partnership agreement is governed by the Partnership Act 1890 which, due to its age, does not always cater well for modern business practices. A partnership agreement allows the partners more control over ownership, liability and finances.
While everything is going well, you may not feel that a formal agreement is important, but when problems arise, it can potentially be problematic and costly. Having a formalised partnership agreement can protect the partners against litigation, bankruptcy and disagreements.
Contact the Corporate Law team at Fraser Dawbarns for help with creating a partnership agreement that will best serve the interests of the partners and the business.
Shareholder's Agreements
When their business reaches a certain size, many owners decide that it is worthwhile to form a limited company. There are many good reasons to do this, including limiting personal liability and gaining access to a wider range of funding options. Shareholders Agreements can cover any matter you would like them to, but the primary purpose is to regulate the rights and duties of the shareholders and to govern the way the company is run.
As with a partnership agreement, shareholders agreements are extremely helpful when things go wrong, and help to protect the shareholders from costly legal battles and can provide protections for minority shareholders.
The Corporate Law team at Fraser Dawbarns have experience helping numerous company owners with their shareholders agreements and can provide advice and support to your business.
Limited Liability Partnership Agreements
A limited liability partnership (LLP), despite its name, has a lot in common with a limited company in that it has a legal existence that is separate from its members who are not financially liable for more than they have invested in the company. LLPs have a tax and ownership structure that is more like a partnership. The LLP model is well suited to professional businesses such as solicitors and accountants.
As with partnerships and limited companies, having a limited liability partnership agreement can help to outline how the LLP will work on a day-to-day basis, covering how profits will be shared, how the partnership will be managed and how members can be added and removed as well as many other aspects of running the business. An agreement will also help to prevent conflict if any problems arise.
Contact the Corporate Law team at Fraser Dawbarns who can advise you on all aspects of creating a limited liability partnership agreement that will best serve the interests of the partners and the business.
Buying, Selling and Restructuring
Buying or selling a business can be a complicated and expensive process. Taking advice from a solicitor who is well-versed in corporate law will help you to make sure that the transaction will not leave you exposed to risk and ensure that your interests are protected. The corporate law team at Fraser Dawbarns is highly experienced in advising businesses, both local and national, large and small, with a wide range of issues relating to the acquisition and disposal of businesses.
Buying a Business
A growing business will sometimes choose to acquire one of their competitors so that they can expand their service to a wider customer base. Alternatively, some business owners are looking to diversify their holdings and expand into new business areas.
Given the importance of such a decision, it is important to seek high quality legal advice early in the transaction to give us the opportunity to make the necessary enquiries and advise you on the purchase, including contracts, indemnities, covenants and existing employees.
Fraser Dawbarns can provide you with a full range of legal services relating to business acquisitions. Contact our corporate law team today for more information.
Selling a Business
If you are looking to sell your business, there are some important steps to take to maximise the value and help you to get the best possible price, this includes doing due diligence in finances and business strategy as well as IT infrastructure and business assets. You will also need to think about the level of involvement that you want to have in the business after the sale.
Business owners put so much of themselves into the business that the decision to sell is not always an easy one. Whatever your reasons for wanting to sell, the corporate law team at Fraser Dawbarns can help you perform the necessary steps to ensure your sale goes as smoothly as possible and advise you on steps to take to maximise the value of your business.
If you are considering selling your business, contact Fraser Dawbarns today for a discussion on how we can help you find the best way to proceed.
Company Mergers
Sometimes two or more businesses take the decision to merge, creating a new organisation with a new ownership structure and management. While not as common as an acquisition, there are still many forms that a merger can take. Before taking the decision to merge with another business, it is always prudent to discuss your goals for the merger with the corporate law team at Fraser Dawbarns to ensure that we can best protect the interests of your business.
Restructuring
Restructuring is often associated with insolvency, but there are many reasons for restructuring a business. These can include creating a more tax-efficient structure, selling off part of a business or ring-fencing key assets. Whatever your reasons for considering business restructuring, the corporate law team can provide you with bespoke advice that ensures you get the best result from your business.
Joint Ventures
There may be times when the strategic goals of your business are best served in a collaborative venture with one or more other businesses. There are several different ways that joint ventures can be structured, and our corporate law solicitors will be able to discuss this with you to see which best suits your business goals.
It is important to make sure that all of the details are worked out before committing to the venture. It is important to consider who will manage and fund the joint venture as well as how equity will be held and how profits will be shared. Likewise if there will be any intellectual property created, it is important to decide on who will own this before entering into any joint venture.
By discussing your plans and any expectations you have with the corporate law team at Fraser Dawbarns before committing your business to the joint venture, we can help you to get the most out of any collaboration with other businesses.
Family Business
Working for an established family business or going into business with a family member can be very rewarding experience and it is common when working with family to go above and beyond to make sure that the business succeeds. However, because in a family business, the personal and the professional is closely connected, it is very important to make sure that there is a legal structure in place that clearly identifies who owns the business, the areas of responsibility of each family member and how they will financially benefit.
Family businesses can face a unique set of challenges, including the pressure to hire unqualified family members or disciplining family members who are not performing at an expected level. Succession can also present problems within the family. The fact that ownership is likely to pass between members of the family and not to other employees can also cause resentment amongst staff or cause recruiting problems.
Fraser Dawbarns understands family businesses well, having worked with family businesses of all sizes and structures. Working with the corporate law team at Fraser Dawbarns can pay dividends into the future for your family business as we help you lay out a structure and systems that can see your business through the generations.
Commercial Law Services
Whether you are starting out in business or have been running a company for many years, there will be times when you will benefit from sound legal advice. Commercial law can be a complex area and our team of experienced commercial solicitors will work to understand your business and your concerns and help to manage your exposure to risk. Whatever your requirements, the skilled commercial law team at Fraser Dawbarns, will help you and your business to navigate the law surrounding commercial contracts and give you peace of mind.
Commercial law is primarily concerned with contracts and agreements between companies or between companies and customers. Most businesses will encounter issues relating to breaches of contract that could have been avoided if the business had used a commercial lawyer. The commercial law team at Fraser Dawbarns are here to assist company owners looking to draw up commercial contracts and legal agreements that will help to protect your business against litigation and disputes.
Commercial Contracts
A commercial contract is usually between two businesses or between a business and its customers. While contracts exist to protect the parties involved against breaches of contract, you will not be able to enforce any clause that is contrary to existing commercial law. Wherever there is a conflict between commercial law and part of your contract, the law will prevail.
By instructing experienced commercial solicitors, you will be able to put contracts in place that are legally enforceable in case of a dispute. There are several ways that we can help you with your commercial contract.
- Speak to your solicitor about the terms of the contract as you understand them. Your solicitor will then help to refine the contract by discussing areas that are not clear and by highlighting other areas that could be included in the contract.
- Bring your solicitor a contract that has been provided by the other party. Your solicitor can then point out areas of the contract that are not in your favour and suggest alternative provisions that could be negotiated with the other party.
- Show your solicitor a pre-existing contract or draft contract that is as close to your requirements as possible. Your solicitor can work with you to amend the contract so that it best reflects what you would like to achieve.
Types of Commercial Contract
It is not required by law for any contract to be written, any commercial agreement made between two parties is still enforceable. However, it is advantageous to have a written contract in place so that all parties are clear on the terms of any agreement. If a disagreement arises between the parties, a written contract will help to resolve the dispute more easily. The commercial law team at Fraser Dawbarns can help your business create many types of commercial contracts including:
Terms and Conditions of Business
Terms and conditions of business are designed to regulate the relationship between your business and your customers. Whether you are selling goods or services, the law has changed over recent years to give consumers more rights, so it is essential that any terms and conditions are compliant with these laws. Any terms in your contracts that do not meet these requirements are generally not enforceable. Other things to consider when drafting contracts for customers of your business include the different regulations covering sales that take place on your premises and distance sales (such as online) and the requirements to make sure that your consumer’s rights are made clear. The commercial team at Fraser Dawbarns can help businesses that provide products and services draw up terms and conditions that comply with all aspects of commercial law as well as protecting the company’s own interests. Contact Fraser Dawbarns to see how we can help you to create or amend your consumer contracts.
Supplier Agreements
Many businesses rely on suppliers in order to function, so it is essential to clearly set out the rights and responsibilities of both parties and to fully understand any agreement you make with your suppliers. An agreement can make sure that the supplier meets their obligations to you and detail any remedies due in case their performance falls short. When drawing up new supplier agreements, it can save time to work with the supplier to make sure that your requirements are achievable. If you have expectations that your supplier considers to be unrealistic, it can take longer to reach agreement. Working with a solicitor can make sure that you do not miss anything critical from the agreement that could negatively affect you in the future. You may be asked by one of your suppliers to sign a contract and by reviewing this with your solicitor before signing it, you could save yourself trouble and expense down the line. The commercial law solicitors at Fraser Dawbarns will help you clarify the terms of a supplier agreement, whether it is a new contract or you are renegotiating terms with an existing supplier. Contact Fraser Dawbarns to make sure that your agreements with your suppliers do not disadvantage your business.
Franchise Agreements
Although there are over 20,000 franchisees in the UK, there are no specific laws governing franchises. Instead, franchise agreements are covered by contracts law. It is, therefore, particularly important to make sure that any franchise contract you sign represents your interests. If you are a franchise owner, you will want to make sure that potential franchisees will abide by rules that protect the integrity of your brand. Creating a franchise agreement, can make sure that anyone looking to trade under your brand does not undermine the goodwill you have created. As a potential franchisee, you may have concerns about the franchise contract you have been asked to sign. By seeking legal advice, you can be sure that you understand the terms and avoid committing to a contract that is unfair or too restrictive. Whether you are a franchise owner or looking to become a franchisee, the commercial law solicitors at Fraser Dawbarns can make sure that you understand the contract and provide support during negotiations, making sure you are protected in any agreement you sign.
Agency and Distribution Agreements
An agent acts as an intermediary between a supplier and the supplier’s customer. Depending on the contract, agents can either enter into agreements on behalf of the supplier or just promote the supplier’s product to customers. Agents can have exclusive, sole or non-exclusive rights depending on the agreement. While an agent acts as an intermediary between the supplier and the customer, a distributor purchases the product from the supplier and sells it on to the customer. As with agencies, distributors can have exclusive, sole or non-exclusive distribution rights depending on the agreement. You may find that depending on the product and sales region, either an agency or a distribution agreement will suit your business better. Signing the wrong type of agreement could have consequences for your business and be costly to get out of. Fraser Dawbarns can help you draw up agency agreements and distribution agreements and advise you on which of these will best suit the requirements of your business.
Dispute Resolution
A well written contract will help to protect you against legal disputes, but sometimes disagreements will arise that cannot easily be settled. Fraser Dawbarns have an experienced and effective dispute resolution team that can deal with disputes ranging from small disagreements to complex, high value claims. We will work with you to find the best value and most effective way to resolve your issue which could potentially include negotiation, mediation, arbitration, tribunals or court. The dispute resolution team at Fraser Dawbarns will take a realistic approach focused on achieving your desired outcome.
Debt Recovery
Unfortunately, sometimes you will provide a product or service for which you do not receive satisfactory or previously agreed payment. It is in your interests to recover any remuneration owed to you as quickly and as cost effectively as possible. The debt recovery team at Fraser Dawbarns will advise you on the best ways to recover your debt. These may include letters of demand, court proceedings or insolvency action. We will pursue the methods that are most suitable to your circumstances.
Employment Law
Your employees are a crucial part of your business, therefore it is essential to have effective and legally binding written particulars of employment. Getting advice on what you can and cannot include will protect your business and ensure that your employees are aware of their rights and responsibilities. Workplace disputes can be disruptive and costly, so getting good advice early will help you to deal with these issues quickly, fairly and effectively. The employment law team at Fraser Dawbarns can help you to prevent many problems before they become an issue for you and to efficiently and effectively handle any disputes or claims against your business.
Intellectual Property
Our commercial law team can assist you with any intellectual property issues you may have. We can advise you on risks and opportunities within your business, explaining any relevant issues to you and helping you to develop an intellectual property strategy. When you have intellectual property that needs protecting, our commercial law team will help you to apply for trademarks, qualify for copyright or file a patent application so that you can best protect yourself and your business against any potential infringement. Even if everything possible has been done to minimise your risk, sometimes intellectual property disputes arise. If this happens, the commercial law team at Fraser Dawbarns will work with our litigation team to quickly and effectively bring the matter to a resolution.
Other Services for Businesses
The Commercial and Corporate team at Fraser Dawbarns offer a full range of services to business owners and corporate clients.
Commercial Property
If you are after information or advice relating to buying or selling commercial property, commercial leases, property development, investment and secured lending or environmental regulations and planning law, please see our commercial property services page.
Why Choose Fraser Dawbarns for your Business?
Direct Access to your Solicitor
Our commercial solicitors develop a good understanding of our client’s businesses and form close working relationships with our business clients. Clients who wish to arrange an appointment with our commercial solicitors can do so easily, visiting us at any of our offices across East Cambridgeshire and West Norfolk. We can also visit you at your business if you prefer.
Pricing Options
At Fraser Dawbarns we recognise that there is no ‘one size fits all’. With our flexible pricing options, we give our clients the choice of different pricing options. You can choose whether you would like us to undertake your work on a fixed fee basis or at an hourly rate, selecting the pricing option that best suits your needs.
No Hidden Charges
Clients opting for our fixed fee service, will know how much they will pay for the matter before we start work. Clients who prefer to be billed at an hourly rate will be given a realistic range of costs before we begin. Transparency and trustworthiness are important to us and we will never surprise you with hidden charges that were not explained to you at the outset.