Advances in technology, social media, globalisation and the UK’s exit from the European Union mean that there is increasing pressure on all of us as business owners. Private equity providers will often say there are just three things they look for in any business: management, management, management! For all of us running our companies we […]
Why are your Articles of Association so important?
The Articles of Association of any company represent the legal contract between the business’ shareholders and directors. Like most contracts they sit in the bottom drawer and you forget about them. Before putting them in the bottom drawer, though, think about the following:- Sacking you as a Director Those who hold more than 50% of the […]
Banker’s Bonus tax scam involving employee share scheme: Supreme Court rules in favour of HM Revenue & Customs
The judgement of Lord Reed in a case decided on 9 March 2016 in favour of HMRC begins with the line: “In our society a great deal of intellectual effort is devoted to tax avoidance”. The facts of the case for the ordinary tax paying public are truly shocking. The case concerned Deutsche Bank (and […]
EMI Options: buy-back trap for the unwary
Those setting up an EMI Option for their key employees sometimes end up in a muddle over share buy-back rights. The starting point for the confusion is that the business owner (and sometimes his inexperienced advisers) fail to distinguish between the two distinct phases of a scheme. The first phase is the option period when the […]
David v Goliath: The potential dangers of giving indemnities in a Share Purchase Agreement
The world of price comparison websites and the misleading of consumers who are buying insurance for classic motor cars lay behind this case: Wood v Sure Term Direct Limited and Capita Insurance Services Limited. It concerned the sale of an insurance brokerage and was decided by the Court of Appeal. The murky world of insurance […]
Share Buy Backs
Share buy back regulations introduced in 2013 have been amended by 2015 regulations that came into effect in April 2015. The 2013 regulations introduced some ostensibly radical changes (to company lawyers at any rate :)) to the law on how shares should be bought back. 2013 Regulations For the first time, companies were to […]
EMI Options – Do you qualify?
Our last two newsletters looked at the key questions to ask yourself to know what kind of employee share scheme will work for you and your business, and how to value your company. The next two newsletters will focus on the EMI (Enterprise Management Incentives) Scheme, which is a tax advantaged HMRC share scheme aimed […]
Selling your Business: Earn Out Negotiations
Messing up on the Earn Out When the time comes to sell your business you will need to know about something called an earn out. It is normally the seller who gets his fingers burned when he sells on an earn out. The recent case of Treatt plc v Barratt was an example of a […]
Care Needed when Selling your Business: Drafting Share Purchase Agreements
The buyer of the shares of a company runs a serious risk: he inherits all of the liabilities of the business. To protect the buyer, his solicitor will expect the seller to give comprehensive warranties and indemnities. But a promise to pay is only as good as the covenant of the seller. The seller might […]
Simple and Effective Share Schemes
He Who Shares Wins (Part 2) Simple and Effective Share Schemes for Private Companies Once you have decided that you would like to implement an employee share scheme there are, broadly speaking, three different types of scheme to consider: 1) a share purchase scheme; 2) a share option scheme either approved by HMRC or with […]
