Company Commercial

Our team offers a wealth of experience to rival that of any regional practice. We specialise in all aspects of Company Law advising a wide range of clients from start-ups to family-owned businesses, SME’s and publicly listed companies.

Business & Company Sales and Purchases: We act for owner managed businesses through to SMEs and large corporates. Whether you are considering selling or buying a company or business we can assist with the process from initial guidance on terms and structure by liaising with your accountants and lenders, guiding you through the legal due diligence process and drafting and negotiating the legal documents.
Management buy-outs: We can assist sellers and management teams with MBOs’. Often in MBO’s debt financing sought by the management team or an MBO can be provided in part by the seller. Foskett can assist with the structuring process, the due diligence and legal process to include finance aspects such as any security arrangements.
Demergers: Demergers have become a popular and tax efficient way of separating out different business activities of a company, particularly when owners are looking to sell only one distinct part of the business. We work closely with accountants in assisting them in obtaining HMRC clearance – which outlines the proposed steps of the demerger and the tax reliefs available. Once clearance is obtained, we draft documentation necessary to affect the demerger.
Shareholders’ Agreements: Shareholders’ agreements govern the relationship between a company and its shareholders. They cover aspects such as pre-emption rights, dividend policies, restrictive covenants, share values on exit, consent provisions and drag and tag along rights. We can guide you through the key aspects of a shareholders’ agreement as well as advise on any bespoke provisions which may be prudent for your business.
Partnerships and LLPs: A partnership is a formal arrangement between two or more parties to manage a business and share in its profits. A Limited Liability Partnership is a partnership in which the partners have limited liability. We advise on partnership and LLP structures as well as giving guidance on the key aspects that ought to be considered when operating as a partnership such as; the level of contributions of capital, profits and losses, drawings, retirement and expulsion, matters that require consent of some or all the partners, dissolution of the partnership. We are also able to assist and advise you when a partnership or LLP comes to an end and prepare any relevant dissolution documents.
Re-organisations and re-structuring: Whether you are looking for an exit strategy or simply looking to grow your business, Foskett have the expertise to assisting in the legal process of implementing a re-organisation or a re-structure.
Banking and re-finance: Foskett have undertaken a number of re-finance arrangements on behalf of clients in recent years ranging from small amounts to many millions. We work closely with our clients, their accountants and the lenders to ensure a smooth process.
Company Incorporation and general corporate governance: We can assist with the setting up of a new business and provide advice on the most appropriate structure. We also advise clients on what constitutes good corporate governance when running a business so they are able to minimise legal risks whilst being able to on growing their businesses.

Company Commercial team

Agata Rumbelow

Partner

John Worby

Consultant

Lynne Owen

Practice Manager

Commonly asked questions

As a business owner where do I go for practical advice?: Running a business is both demanding and time consuming. Our experts can help you with employment issues, commercial agreements, property matters and acquiring a new business or selling your existing one.
How should I set up my business – incorporated or unincorporated?: Businesses can adopt a number of incorporated or unincorporated forms. Unincorporated business include sole traders and partnerships. Such businesses have the advantage of being easy to set up with few, if any, administrative steps needed to exist at law. However, sole traders and partners have unlimited liability for the debts of the business. Incorporated businesses, such as companies and limited liability partnerships, must be formally registered before they can exist, but have the advantage of having a separate existence from their owners as a matter of law. Future business owners should weigh up a number of factors before deciding which type of business to adopt. Our team can guide you through this process and the formalities required to set up your business.
‘Separate Legal Personality’ and ‘Limited Liability’ – what’s the significance?: Incorporated businesses enjoy a separate legal personality in the eyes of the law. The entity is therefore separate from its owners and managers, and can perform various actions in its own name, such owning property, entering into contracts, borrowing or incurring debts and participating in legal proceedings. Incorporated entities also have the advantage of continuity – unlike their mortal owners or managers, they can, as a matter of law, ‘live’ forever. In the context of a limited company, while the liability of the business itself is not capped, the extent to which the shareholders are liable to contribute to the debts of the business is limited to the amount that the shareholders have paid for their respective shareholdings in the company. As a trade-off for limited liability, companies and other incorporated entities are required to make significant amounts of information about their ownership, constitution and financial accounts available for public inspection, principally by way of filings at Companies House.
Selling an incorporated business – what's the difference between a share sale and an asset sale?: There are two main methods by which an incorporated business can be sold: i) a share purchase involves the buyer purchasing the shares in the company and acquiring all of its assets, liabilities and obligations (irrespective of whether these are known to the purchaser) ii) an asset purchase entails the buyer acquiring only the individual assets (and liabilities) of the company, whether tangible or intangible, identified in the sale agreement. A number of factors, including tax considerations, can drive which approach to adopt. Our expert team can assist you in structuring the sale, and deciding on which method is most suitable in the circumstances.
Business sales – Warranties and Indemnities – what’s the difference?: When selling a business, the seller typically warrants that various statements in relation to the business (specified in the sale agreement) are true. Should it transpire that these statements are not true, this may give rise to a breach of warranty and a claim for damages by the buyer. In addition, the seller may agree to indemnify the buyer against losses, should certain events specified in the sale agreement occur. A breach of warranty will only give rise to a claim for damages if it can be shown that the breach resulted in a reduction of the value of the business acquired. Conversely, a buyer need only demonstrate that it has suffered loss in relation to an indemnity claim, and does not need to prove a loss in value of the business itself. Our expert team and guide you through the implications of warranties and indemnities in the context of a business sale.
Ownership of limited companies – what does this entail?: A company is owned by its members. In the context of a limited company guaranteed by shares, the members are known as shareholders. Details of the initial shareholding in a company limited by shares must be lodged with the application for registration of the company. It is possible for a company to issue further shares in the course if its existence, and for the members to transfer their respective shareholdings to other members or third parties (though the discretion of the members to do so may be fettered by the company’s constitutional documents or a shareholder’s agreement). Notably, members or shareholders are distinct from the directors of a company, who run the business on a day-to-day basis. Shareholders, as ultimate owners of the company, do also have a say in the running of the business, though typically only get involved in more important decisions, such as those affecting the company’s constitution or the makeup of the board of directors.
What are my duties as a director of a company?: The office of directorship brings with it a number of duties and responsibilities, which should not be taken lightly. Directors are subject to various legal duties to protect the company and, ultimately, the shareholders’ investments in the company. The Companies Act 2006 impose a number of duties on directors, namely, to act within the company’s powers, to promote the success of the company, to exercise independent judgment, to exercise reasonable care, skill and diligence, to avoid conflicts of interest, not to accept benefits from third parties and to declare their interests in proposed transactions or arrangements with the company. Notably, there are circumstances in which directors can be held personally liable for breaches of their duties. Contact our business team for specialist advice with regard to running a business or acting as a director.
What should I consider when entering into a commercial agreement?: Important commercial arrangements should be properly documented to ensure that such agreements are clear and unambiguous, compliant with the law and enforceable. Our experienced team provides expertise in drawing up the contract, and will consider the parties’ bargaining strength and the commercial underpinnings of the arrangement in order to provide practical, rounded advice. Our team recognises the pressures of the commercial world and the need to deliver a responsive and efficient service, all the while ensuring that the final deal meets our clients’ objectives and protects their interests.

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