Shareholders Agreements:

If your company has more than one shareholder, then it is advisable that you have a shareholder’s agreement in place. This becomes more crucial if you have investor shareholders investing in your business.

A Shareholders’ Agreement regulates the relationship between the owners of the company by setting out ownership rights, how the business should be managed and offer some protection to the shareholders.

“He used to be a family friend, now we are no longer friends!” “He said he could help our business, but he tried to take over…” Many long-standing friendships have been lost due to the lack of a formal shareholders’ agreement. Don’t let this to happen to you, let us help you protect your business interest.

Hillary Cooper Law has many years’ experience in drafting and reviewing Shareholders Agreements. Should you invite others to participate in the success of your business or wish to have capital investors, we can assist you in drafting this document to allow you to focus on the growth of your business and prevent you from becoming embroiled in ownership and control issues which could restrict your progress.

Due Diligence

Anti-money laundering (AML), KYC - Sometimes the process of due diligence can be painstakingly laborious BUT it is worth it. Fraud and money laundering are becoming more easily achievable with the use of modern technology. It is therefore imperative that clients due-diligence measures are carried out. Particularly, when establishing a new business relationship; where a transaction is suspicious in nature or there are doubts concerning the authenticity of previous identification information and when carrying out an occasional “one-off” transaction.

Consider the penalties, the ultimate being the loss of your business! Is it worth it? Let Hillary Cooper Law help you through this process. We have assisted numerous clients in this way in this area, we have the expertise.

Company Incorporation

“I own a company!” Do you really?

Trading under a business name does not mean you are an incorporated entity and can enjoy the protection that incorporation offers.

Incorporation provides limited liability and does not encroach on your private and personal property which as a sole trader or partnership are at risk of being lost. It separates your business from you as a company is, in law, a separate legal person distinct from its owner.

Let Hillary Cooper Law help you set up your business by taking the strain away from the administrative essentials so you can concentrate on the other priorities of making money!

Hillary Cooper Law are strong in knowledge in this area and can educate you in understanding the differences in the various corporate entities and which type will be the right one for your business.

Memorandum of Association

The Memorandum of Association of the company is a one-page document which binds the members and the company together and shows their intention to form the company. It also provides evidence of the members’ agreement to take at least one share each in the company.

A company incorporated prior to the Companies Act 2006 will have a more detailed document unless it has since been amended.

Articles of Association

Every company incorporated in England and Wales must have Articles of Association (the “Articles”). You cannot incorporate without it. A company’s Articles are its internal rulebook which is generally compiled by its members setting out how the day-to-day operational tasks of the business will be managed.

The Articles are legally binding on the company and its members. Its purpose is to ensure the smooth and efficient management of the business. The Articles must not conflict with the law or any shareholders’ agreement that’s in place. It is therefore important that they are drafted to synchronise with the law and other constitutional documents.

Let Hillary Cooper Law help you set up your business so that you can concentrate the other important aspects thereof such as making the money.

Share Issue

On setting up your company, you, as the subscriber, must agree to take at least one share in the company. Once the company is established and has legal substance, it will issue the subscribed number of shares to you. The company will issue new shares to current and new members as and when an application is made and approved.

The company must maintain a share register of its members and their shareholdings and all new allotment must be filed with the Registrar of Companies. Share issue is sometimes referred to as a share allotment but an allotment has its own legal definition.

Share management is a technical area of company law and can be a simple or complex procedure depending on several factors, including the creation and issuance of different classes of shares, understanding their rights, re-designation, and subdivision etc.

Hillary Cooper Law can help you to manage your company’s share structure, maintain your registers, file your documents with the Registrar of Companies and ensure that your corporate records are properly maintained and up to date.

Obligations on Owners & Directors

The roles of Shareholders (the “Owner”) and the Directors of a company are different.

Directors

Under the Companies Act 2006, the Directors have roles and responsibilities which they must discharge without compromising the interests of the company. The Directors are responsible for setting the strategic goals of the company, provide leadership to put them into effect, supervise the management of the business.

Each director is under a statutory duty to discharge their responsibility primarily in the best interest of the company. Failure to understand and adhere to their responsibilities could result in a breach of that duty and render the director personally liable. The consequences of which could be monetary, disqualification as a director or the committal of a criminal offence and imprisonment.

The role of a director is an onerous and highly responsible position.

Hillary Cooper Law

Shareholders

Shareholders are the financiers of the business. Their interest is to ensure that their investment is properly channelled in accordance with the company’s vision.

The shareholder's main role is to ensure that the directors do not go beyond their powers, therefore they provide shareholders’ consent where required. Any major business decisions which would affect shareholders’ rights must be approved by them. Consequently, the shareholders will be authorised to appoint the directors and the auditors and satisfy themselves that an appropriate governance structure is in place.

Corporate governance is becoming more onerous on businesses as they become more regulated in the UK. To attract foreign investors, transparency and good governance are necessary to ensure all businesses have equal opportunity in manoeuvring the commercial marketplace.

Hillary Cooper Law has a wealth of knowledge in corporate matters including shares and share structures and can add value to your business by taking the strain away from you in this area, allowing you to focus on the business development of your company.

Directors’ Meetings

Directors must record and maintain records of the decisions they take for and on behalf of the company. This can be done by holding directors’ meetings and recording the minutes resulting from these meetings or by signing written resolutions without holding a meeting, both of which have the same effect. The law provides that minutes or written resolutions must be kept for at least 10 years and these can be used in evidence in any dispute with the company.

The company’s Articles will often set out the procedures the Directors must follow when convening and conducting their meetings. Failure to follow certain procedures could lead to certain decisions being invalid and could lead to certain difficulties for the company. It is important that Directors understand their roles and responsibilities. Hillary Cooper Law can provide support when organising your board meetings and more importantly attend and record and minute your decision and assist with any follow-up actions.

Restrictive Trade Agreement

You have a successful business in a very competitive market and accordingly you may consider the prospect of restricting competition and become involved in price fixing and market sharing. There are rules and regulations affecting goods and services in this area – don’t get caught out and damage your successful business.

Any restrictive arrangements made by two or more parties in business who have accept specified restrictions on their freedom to compete must notify the appropriate authority. Details of such are then entered in a public register.

Hillary Cooper Law can support you with drafting such agreements, notification to the official authorities and any other legal matters relating to your business. Give us a call for an initial consultation.

Intellectual Property Law

Copyright

A copyright is an unregistered right that exists from creation. Its main purpose is to reward authors for the creation of their original works. If your intellectual creation falls under the following categories, your work could potentially attract UK copyright law protection (Copyright, Designs and Patents Act 1988). These categories include; original literary, dramatic, musical, artistic works. Also, films, sound recordings, broadcasts and typographical arrangements of published editions.

Hillary Cooper Law is highly experienced in dealing with copyright related matters – whether advisory, transactional or disputes based. Let us help you secure the full benefits of your intellectual creation by advising you on whether copyright subsists in your work, how to license your work, and how to enforce the copyright in your work when it is being used without your permission. Our expert team will ensure that you maximise the revenue that your copyright assets generate so that you can focus on building your business’ competitive edge.

Trademark

Trademarks are signs/symbols that distinguish goods and services in the marketplace and trademark protection provides an organisation with an identity that cannot be imitated by its competitors. Securing trademark protection will help preserve your brand’s reputation, identity, longevity, and integrity.

From large corporations through to SMEs and in fields as diverse as publishing, medical devices and retail; Hillary Cooper Law has the experience and expertise to look after your brand. Our firm can file and prosecute your trademark applications at a national and EU-wide level. We boast a team of knowledgeable trademark lawyers that can deal with all aspects of trademarking, from initial trademark searches, registration, exploitation to the enforcement of your mark.

Design Protection

Design rights act to protect novel features which determine the appearance of products. Thus, if the value of your product can be attributed to the way it looks, securing your design rights is crucial to protect both your creative investment and prevent infringement. However, navigating design right protection in the UK is complex and multi-layered as design rights can cover both registered and unregistered designs.

Hillary Cooper Law has extensive expertise in handling contentious and non-contentious design matters and disputes. We can guide you through this legal maze and advice you on the following – assessing the novelty and individual character of the proposed design, registered design filing strategies, the risk of infringement of existing third party rights and the preparation, filing and prosecution of applications for UK design registrations.

Patent

A patent is a legal right granted by the Intellectual Property Office for a new invention. It grants the patentee the right to take legal action against individuals who makes, uses, sells or imports his patented invention without prior permission. To be patentable, your invention must meet the following conditions – (1) something that can be made or used (2) new and (3) inventive.

Hillary Cooper Law can help you turn your investment into business value and act on your behalf in dealing with the UK Intellectual Property Office. We offer the following services – patent drafting, patent prosecution, advice relating to patent validity and ownership, and conducting patent due diligence. We also advise clients in a variety of patent disputes and we have the expertise to resolve these disputes for you whether through mediation or litigation.

Head of Agreement

A head of agreement is a document which contains the essential terms of an agreement between two or more parties. It is not intended to create a legally binding agreement, rather, it is the intention of the parties that a formal contract be prepared at a later date through this agreement. However, there are some instances where a head of agreement can be found to constitute an enforceable contract. Therefore, great care is required in the drafting of a heads of agreement and its subsequent signing. Hillary Cooper Law can review your heads of agreement to prevent any unintended legal obligations and consequences.

Negotiations

Negotiation is a legal practice in which two opposing parties try to compromise with one another to reach an agreement to avoid further dispute. This usually involves two parties sending revised legal documents back and forth until a meeting of the minds is formed.

Most business contracts have room for negotiation and in any typical negotiation process, parties will have to compromise on some issues. Hillary Cooper Law has proven expertise in our ability to negotiate robust agreements on your behalf and preserve any important relationships. Our lawyers are experienced commercial negotiators that can assist you in the clarification of your contracts, the apportionment of risks and the limitation of your liabilities.

Non-disclosure agreements

A non-disclosure agreement (NDA) or a confidentiality agreement, is a legally binding contract between parties. It details confidential information which the parties share among themselves, but which they wish to keep private from third parties. A NDA can cover trade secrets, financial information and technical formulas. A NDA is typically drawn up to prevent an outsider from getting hold of private and confidential information that could potentially give them some sort of a competitive advantage. A failure to draft and sign an NDA could adversely impact on your business and should therefore, be signed by all parties before any secret information is revealed. An NDA gives you the right to sue for damages in the event of a breach.

Hillary Cooper Law can assist you with the drafting of a detailed NDA that meets your specific needs and is tailored to reflect your concerns.

Contract hire and leasing

Contract hire agreements typically involve taking control of a vehicle/equipment for a fixed period of time. Ownership remains with the leasing/finance company and a set fee is paid (usually) monthly to use that vehicle/equipment. At the end of the contractual term, you can return the vehicle/equipment or replace it with another one.

It is important to seek legal advice before entering into or when drafting a contract hire agreement – our contract lawyers will help you understand the terms of your contract and provide you with a thorough review to highlight any contract amendment suggestions. If you become involved in a contractual dispute and require legal advice, we are also able to draw on our years of experience to offer you commercially-sound and practical legal advice.

Purchase and sale contracts

An agreement of purchase and sale is a written contract between a seller and buyer for the purchase and sale of a product or service. Sale and purchase agreements typically serve as a basis for a transaction to take place, providing a framework of how the transaction should proceed and what is included and excluded from a sale. Our dedicated team at Hillary Cooper Law can provide you with the support you need at all stages of your business transaction from pre-deal work through to post-completion. This includes helping you identify any potential issues with your purchase and sale contract and conducting financial due diligence to help you mitigate any probable risks. Our experienced team adopts a practical and pragmatic approach, to protect your position as best we can.

Retainers

A retainer agreement is a contract between a company and a consultant or freelancer. Retainer agreements can be time-based, project based or type-of-work based. Having a worker on retainer benefits a company because it means that they will have a dedicated contractor for a set period of time. A retainer agreement also benefits freelancers and consultants as it serves as a guaranteed source of income. Retainers can be used in almost any industry/sector. In a retainer agreement, the company typically pays for services before they are completed. Drafting and negotiating a retainer agreement is therefore important insomuch it sets the tone for all future interactions and allows businesses and individuals to plan their work and their budgets in advance.

Hillary Cooper Law can help you draft a retainer agreement that will protect your commercial objectives and rights. We recognise that every business situation is different and we are able to draw on our considerable experience to tailor a retainer agreement to suit your needs.

Service Level Agreements

A service level agreement (SLA) is an agreement negotiated between two parties where one is the customer and the other, the service provider. The service level agreement typically details the standard of service required, the cost of those services and the consequences of not achieving pre-agreed standards. Service level agreements help to improve and maintain service level performance which assist businesses in meeting its strategic aims and objectives.

Hillary Cooper Law has considerable expertise in advising upon, formulating and implementing SLA contracts. We will ensure that your service level agreements are drafted and negotiated in precise and measurable specifics so that you will never face the risk of squabbling over minute details. Our services range from drafting service level agreements from scratch through to advising on the terms of these important documents.

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