How can we help?

We also work closely with tax advisers and accountants to ensure that advice tailored to your transaction is provided.

Our specialist lawyers provide expert advice on all types of corporate and commercial transactions including structuring as well as providing the essential commercial agreements and contracts you need to protect every aspect of your business, whether related to intellectual property managing franchises, distribution and your supply chain. We also have specialist knowledge on managing ecommerce, distance selling and data protection risk for your business.

Whether you’re a small, limited company or a fast-growing business which has lots of investors and employees, we offer practical, experienced and comprehensive support on all aspects of company law including protecting key stakeholders, compliance and governance, empowering you to make informed decisions with confidence.

Company law in England & Wales is made up of statutes (principally the Companies Acts), regulations, codes of practice and case law.

It’s important to understand that in many ways company law is quite light touch in England & Wales, largely resulting in Companies being able to set up their own internal rules. This means it’s essential to consider things such as enhancing or varying your company’s standard articles of association, having a comprehensive shareholder agreement in place, directors service agreements and clear policies.

Common client instructions we receive relate to matters including:

• Expert advice on the Companies Acts and related regulations – Our lawyers have in-depth knowledge of the ever-evolving legal landscape, ensuring your company remains compliant and informed.
• Rules for passing company resolutions – Following prescribed procedures and ensuring accurate voting rights calculations are essential for resolutions to be valid. Ordinary resolutions require a simple majority vote of shareholders present and voting at a general meeting. Special resolutions require higher threshold, typically 75% of votes cast in both person and proxy, making them suitable for significant changes like altering the company’s objectives or capital structure.
• Practical guidance on general corporate law compliance – from statutory filings to boardroom best practices, we help you navigate the legal requirements with ease.
• Articles of Association – govern the company’s internal structure, power dynamics, and voting rights. They can be tailored to your specific needs but cannot contradict the Companies Act 2006. Most private companies adopt the Model Articles for Private Companies, but adjustments can be made for specific situations.
• Advising on director issues and directors’ duties – the Companies Act sets out duties like promoting the company’s success, exercising reasonable care, and avoiding conflicts of interest. Breaching these can lead to personal liability. Additionally, common law duties such as fiduciary duties owed to the company. Directors can be personally liable for bribery offenses committed by the company on their watch, highlighting the importance of strong anti-bribery measures.
• Removing Directors – removing directors usually requires a vote by shareholders, following specific procedures outlined in the Companies Act and the company’s Articles of Association. Valid reasons for removal can include misconduct, breach of duty, or loss of confidence.
• Share Schemes – regulations apply to the various share schemes, like employee share ownership plans (ESOPs) and share options. Companies may need to disclose details of share schemes in their annual accounts or other filings.
• Company Purchase of Own Shares – the Companies Act heavily regulates companies buying their own shares, outlining specific conditions and limitations. In most cases, shareholder approval is mandatory for a company to purchase its own shares.