Corporate Law

Based in the City, we are a specialist employment legal practice. As such, our solicitors are ideally placed to advise on all employment aspects of corporate transactions, as well as corporate law more generally. We provide clear, tailored advice on corporate matters at fair, transparent prices.

Buying and selling companies and businesses

If you are considering buying or selling a business, or contemplating a merger, it is vital to obtain advice from an experienced corporate lawyer. From an employment perspective, the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”) apply where a business or part of a business is transferred, and the business retains its identity. In accordance with TUPE, the purchaser of the business will inherit the employment contracts associated with the business. The relevant employees have additional protection against dismissal and alterations to their contracts, and must be informed and consulted regarding the proposed transfer. TUPE does however permit a degree of flexibility for the purchasers where the business is insolvent, or where the employees will be made redundant.

If you are considering purchasing a business, our solicitors can ascertain the extent of your liability towards potential employees in a TUPE transfer and the effect of this on the overall value of the transaction. We will also work with you to ensure that all employees are properly consulted, so that the sale is not impeded by any employment law issues.

Similarly, retaining key staff may be an important consideration in the process of the purchase of a business. Our solicitors are highly experienced in negotiating employment contracts and consultancy agreements.

Dispute resolution

Our solicitors have a record of success in Employment Tribunal claims. If any dispute arises in the course of a merger, acquisition, or sale of a business between the employee and prospective employer, you can be assured that we will ensure that the matter is resolved as soon as possible

Choosing a trading structure  

One of the most important business decisions (if not the most important decision) a business leader must make is the choice of trading structure. This refers to the question of whether a business should operate, in very general terms, as a company, partnership, or sole trader. There are critical tax and liability implications of each choice of trading vehicle. Determining the best outcome for your business will depend on numerous factors, such as the size of the business, its turnover, likely growth, the industry in which it operates, and whether it requires additional funding or investment.

Our lawyers can advise on these issues alongside the employment law considerations of each trading structure. For example, partners in a partnership are not employees, and are not therefore able to rely on the statutory entitlements of employees. If you would like to structure your business as a partnership, it may be beneficial to include maternity/ paternity provisions and holiday entitlement in the Partnership Agreement to provide assurance to any future partners who may join your venture. Additionally, whilst company directors are treated as employees, partners in a partnership are self-employed. This impacts the tax and NI liabilities of companies and partnerships in different ways. We would encourage all corporate clients to obtain employment-specific advice in choosing the optimum trading structure for your business.

If you are considering altering the trading structure of your business, we can assist you in properly transferring the business to its new structure. It is important that all assets and liabilities of the business in its previous structure, including its employment contracts, are property transferred to the new structure.

Company law: allocating shares to employees

Our work with clients representing companies includes ascertaining how best to allocate shares to employees. Shares can offer an attractive non-monetary benefit to both existing and potential employees. From the employer’s perspective, allocating shares can be a useful strategy for those who wish to retain and encourage talent, but cannot necessarily afford to pay large salaries. We can advise as to how shares can be transferred to your employees. Such shares would normally be non-voting shares (i.e. the employees would not have permission, alongside other shareholders, to vote on matters affecting the direction of the business, but would be entitled to dividends). Our solicitors would however tailor the share allocation to your business needs.

Insolvency

In the unfortunate event that your business becomes insolvent, our lawyers will ensure that the employment law implications are dealt with efficiently. There are different types of insolvency (for example, administration, liquidation, bankruptcy, and receivership), and employees in each case will have various entitlements against the employer. For example, employees who have been continuously employed by an insolvent business for more than two years will be entitled to redundancy pay.

We can work with you to determine whether it will be in your and your employees’ best interests to ask them to keep working during any insolvency proceedings, or to make them redundant. If your business is to be sold, we will assist you in addressing TUPE issues (discussed above).

International trade

Many UK businesses have international connections, and we can advise on corporate law issues regarding the expansion of your business into other jurisdictions. For example, our solicitors will assist you in ensuring that your employment contracts are properly updated in line with the applicable laws if your employees will be working in more than one country.

More generally, Brexit may have an impact on employment law in the UK. Much of the relevant EU law has been brought into force in the UK via legislation which will remain in force post-Brexit. We will however closely monitor the development of the law, and ensure that our clients are updated in line with their corporate interests. 

Contact our Experienced Corporate Lawyers in London

The corporate issues discussed on this page are not intended to provide an exhaustive list of our available services. If you have questions regarding any other corporate or employment matters, please do not hesitate to contact us. We welcome enquiries from all corporate clients, from start-ups to well-established companies, and look forward to working with you in achieving your business goals. Contact our corporate solicitors on 020 7167 4800 or contact us online.

Whether you are an employee, executive, director, senior employee or business owner we promise swift, confidential and expert advice.

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