business law & commercial law

We have a business law team with more than 40 years’ experience offering legal advice to businesses throughout Suffolk and the UK.

We can help you with:

  • Joint Venture Agreements
  • Intellectual Property Licensing
  • Company Formation
  • Partnership Agreements and LLP Agreements
  • Company and Business Sales and Purchases
  • Business Immigration

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

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

Company Formation

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.

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.

Business Immigration

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.

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