Commercial Law

Barristers Chambers London – Our firm connect barristers and clients through our web portal www.barristers-chambers.com

Direct access barristers can showcase their skills, previous case studies to prospective clients and clients can connect to barristers using our portal and discuss their case directly. We do not charge fees from clients, they can pay directly to barristers.

Contract Drafting

Producing a clear and unambiguous agreement is an art form and is essential to avoid unnecessary subsequent time and cost consumption.

  • What are the rights and liabilities of the parties where things are done without a proper contract?
  • What is the natural and ordinary meaning of words understood from their context and balanced against the background circumstances?
  • Does the construed meaning run contrary to a common sense viewpoint?
  • Do best / reasonable endeavours clauses help protect future obligations? How do you push entire agreement and force majeure clauses to the limit?
  • Are liquidated damages clauses really unenforceable penalty clauses?
  • Should making time of the essence and a referral to mediation clause always be included?

These are just some of the issues which we have to consider whenever we have to draft documents to your advantage.

Corporate Finance

From starting a business right through to selling or floating it, getting the right advice at the right time is critical to your success.

We provide businesses with responsive, speedy and business orientated legal service.

Our objective is to develop longstanding relationships with you, providing you continuity, and enabling us to get an in-depth understanding of your organisation and legal issues that may affect you.

  • Asset finance
  • Buy-in management and buy-outs (BIMBO’s)
  • Buying a company or business
  • Debt finance
  • Demergers and other corporate reorganisations
  • Dividend income / share schemes
  • Equity funding
  • Family company succession
  • Incorporation of businesses
  • Joint ventures
  • Management buy-ins (MBIs)
  • Management buy-outs (MBO’s)
  • Mergers and acquisitions
  • Partnership and LLP agreements and dissolution
  • Private placements of shares
  • Selling a company or business
  • Share buy-backs
  • Shareholders’ arrangements
  • Venture capital

Business Sales And Purchase Of Assets Shares

There are so many things to consider when embarking on this:

  • Share sale or asset sale?
  • Warranties and indemnities?
  • Continuing or leaving employees?
  • Leasehold or freehold property?
  • Intellectual Property (Trademarks, Patents, Copyright, Design)
  • Consultancy Agreements
  • Supplier Contracts
  • Distribution Agreements

Are you selling the shares in the company which will continue to own the assets, or are you selling the assets but retaining the shell company possibly then to be wound up. Most buyers would prefer to buy the assets only and avoid the company’s continuing liability for unannounced liabilities e.g. tax, environmental issues, potential but uninitiated claims against the company. The sellers often prefer the opposite and in order to avoid having to obtain the consent of customers or suppliers to the assignment or ‘novation’ of existing contracts upon sale of the shares.

An asset purchase sometimes has far more individual transfer transactions and documents to be prepared. Confidentiality (NDA) Agreements, Exclusivity Agreements and Heads of Terms may have to be produced before proceeding to the full Share or Asset Sale Agreements to tie the parties together whilst the purchaser executes his ‘due diligence’ investigation of all the sellers assets and liabilities.

All of these issues and options should be discussed with us in order for you to decide on the appropriate strategy.

Partnerships And Limited Companies

Oddly enough this is still governed by the Partnership Act 1890, but in essence the partners are entitled to share in the profits/ losses and capital as they (at the commencement of the partnership) decided – but if there is no written partnership agreement, what did they decide? Partners are also liable personally for the debts of the partnership, however much – unlike limited liability partnerships (LLP’s) created by the Limited Liability Partnership Act 2000, which does give limited liability for debts rather like Limited Companies.

Deciding between the relative pros and cons of any of these vehicles, especially bringing them to an end, requires good legal advice before any steps are taken.

Intellectual Property, Trade Marks And Patents

When ‘brand’ is so important in the identity of a business these days, it is vital to protect those (often thought of as invisible) assets, which are trade marks, copyright and design rights.

Successful exploitation of those assets through licencing or sale requires careful drafting of agreements to ensure profit gain and value retention.

But when differences or challenges arise you need access to a robust but innovative dispute resolution team who can advise on the quickest and most cost effective route to a solution.

Insolvency

Any business can find itself in financial trouble.

If the company is basically sound and well-run , it’s in everyone’s interest to help it back on its feet. If there are deeper problems, sometimes there’s no way back. And sometimes, acting to have a company wound up is the only way to obtain money owed to you.

Whatever the circumstances, we can provide independent, expert advice, backed by many years’ experience in insolvency law. We work closely with a few select, trusted, insolvency practioners who can help rescue, restructure or bring the business to an orderly conclusion.

Bank Guarantees And Security Documentation

Banks frequently require their Borrowers or Guarantors or their Spouses to take independent legal advice upon the meaning of the ‘security’ documents which they are being required to sign eg in relation to purchase of Partnership or Limited Company shares, borrowing of new or further business funding or permitting personal assets to be used as security for Business lending.

We understand these transactions and whilst you may think we are only witnessing your signature the reality is we are having to read all the Lending / Guarantee documentation in order to explain their full impact to you especially as to the extent of your risk. We also have to obtain confirmation that you are who you say you are and report to the Bank.

There is a risk to us in carrying out that work at least to the extent of the Loan if we do not get it right and so our fee is commensurate to that risk and not just the witnessing of your signature. Contact us for legal advice. 

Commercial Property

Whether it be the sale or purchase of commercial premises or the granting or taking of a new lease, and on what terms (as to length, repair obligations, rent review dates or ability to renew at its conclusion) or dealing with disputes about the interpretation of any of these terms or obtaining planning permission to permit trading or the taking of loans or mortgages and possible personal guarantees of the Directors/Partners or the granting of options or entering into Development Agreement, commercial property is fraught with pit falls and issues upon which you will always need sound and experienced legal advice before committing yourself to one of the most high value transaction of your working life.

Debt Recovery

Is it not a real pain when clients do not pay your bills? All businesses benefit from early collection of money owing. A good cash flow system is an essential factor to ensure success. Release your valuable time and leave Debt Recovery to the professionals. Our debt recovery team has proven experience of recovery bulk debt portfolios from clients across all kinds of businesses.

We work in partnership with you as a trusted, outsourced third party to recover either small and bulk debts. As an outsider to your business we can:

Step up the pressure on your customer where it may be difficult or inappropriate for you to do so.

Defuse awkward situations without you being involved.
Preserve your relationships with good clients by pursuing the debt firmly but tactfully.

Our specialist team is fully trained in all aspect of debt recovery, together with specific client handling and telephone techniques.

We enjoy a high success rate and have more than doubled the recovery rate for many of our new clients. Access to the latest technology ensures you receive an efficient and cost effective service and our flexible procedures can be tailored to meet your needs and integrate with your existing processes or technology systems.

What does it cost?
You retain control of each step of the proceedings. We will not take any step which will incur a cost to you without your consent.

Costs of each step are kept to a minimum and certain costs are recoverable from the debtor provided they pay up in full. The transparent fee structure allows you to know the final cost to pursue a debt.

Will we have to go to Court?
Other organisations can send letters demanding payment but should your debtor dispute the debt or refuse to pay only a firm of solicitors will have the expertise and experience to prepare a claim, go to court and obtain a Judgment.

Franchising

This term has often been used to describe many different forms of business relationship including licencing, distributor agreements and agency arrangements.

Essentially it is the granting of a licence by one person (the franchisor) to another (the franchisee), which entitles the franchisee to trade as their own business under the brand of the franchisor.

The franchisor will receive an initial fee from the franchisee to buy the right to trade and who will also pay an on going management service fee, usually based on a percentage of annual turnover or mark ups on supplies. In return the franchisor has an obligation to support the franchisee network, usually with training, marketing and promotional activities and other management services.

It is vital to take up references from other or past franchisees as to how the ‘relationship’ worked and whether there was the support promised.

There needs to be;

  1. (1) provision for auditing of the payers accounts in order that reliable calculation of ongoing licence fees are made;
  2. (2) clarity as to the length of contract/ the term;
  3. (3) a list of the circumstances in which the franchise can be terminated by either party.

Having someone at your side when wading thorough and amending the often lengthy Franchise Agreement obligations is vital to avoid tears later when you are signed up and compelled to adhere to what you agreed to.