We have a commercial law team with more than 40 years’ experience offering legal advice on issues of importance to businesses.
We can help you with:
- Commercial Contracts
- Joint Venture Agreements
- Intellectual Property Licensing
- Company Formation
- Partnership Agreements and LLP Agreements
- Supply Agreements – Agency distribution and Licensing
- Banking and Security
- Company and Business Sales and Purchases
- Business Immigration
The team has a wide experience of advising a variety of clients on an extensive range of commercial contract arrangements. We can provide assistance on matters from a simple review of trading terms and condition to complex outsourcing arrangements with intellectual property and know-how licensing implications. We will understand the issues and ensure that your key concerns are covered and risks protected. Our services include advising on:-
- Agency and distribution agreements
- Collaboration agreements
- Research and development agreements
- Supply of goods and services
- Terms, conditions and trading agreements
- Web hosting and e-commerce
- Manufacturing agreements
- Procurement contracts and projects
We advise clients operating in a range of sectors and invest time in understanding your business, your market and your aims so that we can provide valuable input.
Joint Venture Agreements
We advise clients on the full spectrum of joint venture and collaboration agreements, including corporate and non-corporate arrangements (where the parties each take shares in a specially formed corporate entity).
We ensure that we take time to understand on a practical level how the relationship is to operate, the expectations of the parties and the overall goals for those joint venture partners. Within that context, we can provide advice on the often complex mechanisms required to ensure the success of these relationships and to protect the interests of our clients if the desired outcome is not successfully achieved or if the relationship is not working as planned.
Whilst we always hope to ensure the successful outcome of the venture, we always to provide clients with a practical understanding of potential exit strategies should their aims not be met. Our advice frequently relates to:-
- Joint venture shareholder agreements
- Joint venture articles of association
- Joint venture agreements
- Collaboration agreements
- Confidentiality agreements
- IP and know how licensing and ownership
Companies and organisations are continuing to seek cost-effective ways to manage and undertake non-core activities.
We can advise on the full range of outsourcing issues including contractual, employment and HR matters, such as the implications of TUPE. We can assist with planning a strategy of any outsourcing projects, helping to identify potential risks and issues in advance so they are provided for during the process. We can assist on appropriate and effective performance management criteria and ensure that the parties have the key rights to promote a successful arrangement.
We understand the practical challenges of implementing effective outsourcing and are always willing to share the benefit of our experience with our clients. Our advice frequently covers:-
- Outsourcing agreements
- IP licencing and ownership
- Know how licences
- Employment, HR and TUPE
- Effective termination of arrangements.
Intellectual Property Licensing
Intellectual Property (IP) including confidential information is now more than ever a key asset to any business. With the rapid advancement in technology and ever more competitive markets, it is important to all businesses to protect their investment in the IP, not just to those whose core activities relate to technology or IP. We have experience of advising clients on key IP issues including ownership and licensing. In particular, in all commercial relationships dealing in some way with IP, ranging from purchasing a website to licencing the use of trademarks, it is necessary to consider who owns the IP, what rights the parties have in respect of the use of it, what period of time this should last and what happens when such a period expires. Often this needs both practical and legal consideration and we will take time to understand your needs, your activities, and within that context ensure the key issues are covered. Our experience includes:-
- Confidentiality agreements
- Research and development agreements
- Trademark licences
- Know how licences
- Trademark assignments
If you are looking to form a company in England and Wales we have the experience and expertise to guide through the company formation process and make the experience as simple and stress free as possible. We will take time to understand your business venture so we can help you make the right decisions about its future.
The majority of small and medium term enterprises become limited companies which need to be registered at Companies House. We can handle this initial incorporation for you as well as help you create a bespoke constitution for your company. If you are in the early stages of starting a business and are ensure what to do next we will talk you through all of your legal requirements and responsibilities and advise you on whether taking the step of becoming a company is right for you. We can also assist you when it comes to drawing up a shareholders’ agreement. This will ensure that there is a fair relationship between those who hold shares in your company and protects their investment by producing a series of rules and regulations. We can create an agreement which meets your exact requirements and sets out how your company will be run, how decisions will be made and will regulate the sale of any shares in your business. Shareholder agreements are important as they make sure things are done fairly and everyone knows where they stand.
Partnership Agreements and LLP Agreements
The formalities of starting and running a business partnership can be surprisingly simple and straight forward. Unlike a limited company, there are no fees or paperwork required to set up the partnership and no requirement to file annual accounts on the public register. It is, therefore, all too easy to overlook the importance of entering in to a professional prepared partnership agreement.
In the absence of a partnership agreement to the contrary, the default position is that:-
- All partners have the right to participate in the management of the partnership;
- All profits shall be shared equally;
- All ordinary partnership business will be decided by a majority of the partners;
- Fundamental decisions effecting the partnership will require unanimity;
- If one partner leaves or dies, the partnership will be automatically dissolved.
If partners have invested different amounts of capital into the business it is often more appropriate for voting and profit sharing to be weighted in favour of those who have invested the most in the business. Equally, where there are more than two partners it will undoubtedly be preferable for the partnership to continue if one of the partners has left the partnership or died. In addition to dealing with these aspects of the partnership, a partnership agreement can be useful in setting out procedures for dealing with any future disputes between partners.
We have the experience here to advise individuals as to the most appropriate circumstances for their partnership arrangements.
Another issue that our business legal advice covers is the Limited Liability Act 2000, which allows for the creation of a Limited Liability Partnership. An LLP enables the partners to benefit from some of the advantages of a limited company without abandoning a partnership’s flexibility.
Supply Agreements – Agency Distribution and Licensing
All of these deal with permission from one party to sell or distribute products and services belonging to another party. Each can have very similar features although there are important differences:-
- Agency agreement – the agent sells goods or services on behalf of the seller, the customer’s contract is with the seller not the agent. The agent does not acquire ownership of the goods or services.
Distribution agreements – the distributor sells goods he acquires from the seller, but the distributor “takes title” to the goods (in other he buys the goods from the seller). The customer’s contract is therefore with the distributor, not the seller.
- Licencing agreement – a “licensee” is granted the rights to provide goods or services to customers using the brand name or intellectual property belonging to the “licensor”.
Supply agreement – this agreement documents the terms under which the supplier supplies goods or services. Typically it covers matters such as pricing, payment terms, product warranties, retention of title clauses. Often it comes in the form of set of supply terms and conditions.
Some contracts can be hybrids containing elements of more than one of these types. For example, a licence agreement often has a distribution element to it, and elements of supply terms and conditions will often form part of an agency agreement.
At Gross & Co we take care to talk you through your various options for your supply arrangements, so that you can make the choices that best suit your business objectives
Banking and Security
We act for both borrowers and lenders and other security holders on most aspects of banking, finance and security work.
We also act for businesses and high net worth individuals in situations where they are acting as lenders (perhaps to finance a property development or other venture).
We can deal with all aspects of this work from drafting facility agreements and priority arrangements through to dealing with taking and perfecting security. We have significant experience in relation to acquisition finance, secured property lending, asset finance and invoice discounting.
Our experience of acting for borrowers and lenders in relation to these transactions means that we can anticipate lenders’ requirements, and the various technical issues which may arise, and deal with these in a way which minimises delay and unexpected costs.
Company and Business Sales and Purchases
Buying or selling a business or company can be a once in a lifetime event, so it pays to make sure that you are getting the right advice.
We have experience in corporate transactions ranging from owner managed businesses through to in-house legal teams and acquisitions of large corporate groups.
We understand the different pressures and issues which these transactions raise for these different types of client and tailor our approach accordingly to make sure that each client receives the level of communication and support they need.
We cover the full range of private company transactional work including:
- Buying and selling businesses and assets
- Buying and selling shares in a company
- Management buy-outs, buy-ins etc.
- Share for share exchanges
- Group re-structuring and hive-downs
- Schemes of arrangement
We help buyers and sellers to deal with all aspects of the acquisition and disposal process. The major part of this work typically involves dealing with legal due diligence and the drafting and negotiation of the purchase agreement and disclosure letter. We can also assist in raising finance to fund the transaction, whether via banks or private equity.
Graeme has specialised in business immigration law since 1981. He is recognised nationally and internationally as one of the foremost UK immigration specialists, with over 27 years’ experience in this field. Graeme and his team advise British-based businesses seeking work permits for foreign employees; foreign businesses and entrepreneurs looking to set up in the United Kingdom; and private individuals and families wishing to live here. He provides a highly personal and cost-effective service of the highest quality to individuals and business clients.