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Restructuring Your Business

BPE provides sound commercial legal advice throughout each lifestage of a business, whether it's changing the structure of the business from sole trader to a limited company or partnership or appointing sales agents, building or taking on a franchise or valuing your business for investment.

Trading, agreements and systems

Appointing or dismissing a sales agent or re seller

If your sales agent, distributor or reseller has breached the terms of their agreement, or maybe they have failed to fulfil their obligations or made misleading claims about your product or service, you may decide to terminate your agreement. If they have done something to damage your business you might be able to take action against any losses, or terminate the agreement without notice. Your original agreement should have specific terms for such a situation which may include an indemnity or compensation agreement. If a breach of contract has occurredthe relationship can be terminated without notice. We can walk you through any problems you may be having and advise on the best course of action.

We can also draft up any future agreements to ensure your business is protected from any similar problems.

Ensuring business contracts are not anti-competitive or restrictive

Any size business needs to be aware of competition law as failure to comply can have serious consequences.  Firms showing anti-competitive behaviour risk being fined up to 10% of global turnover as well as exposing themselves to possible damages litigation. Individuals could also be disqualified from being a Director and even face criminal charges. Cartel behaviour is the most serious form of anti-competitive behaviour and carries the highest penalties.  
 
Our Commercial legal team can walk you through all aspects of Competition Law and make sure your business is compliant. 

Supplier and Customer Contracts

We create tailored terms, agreements and contracts to fit your business and its needs.  

  • Trading Terms and Conditions - whether you're buying or selling, we work with you to create robust and practical trading terms that protect your business both on and offline. 
  • Agency - we work closely with principals and agents to draft contracts and offering advice. We advise on all forms of agency jurisdictions across the globe and often advise on the effect of the Commercial Agents Regulations and your liability to pay compensation to an agent. 
  • Manufacturing, Supply and Distribution Contracts - from quality control to benchmarking, from service levels to warranties, we can help you draft contracts to fit your business model. 
  • Outsourcing - contracting with third parties to provide business services is becoming more and more common as you benefit from the third party's economies of scale. We can advise on the risks and benefits of outsourcing and draft and negotiate an agreement that will ensure you get what you are paying for. 
  • Franchising - whether you are the franchisor or the franchisee, we can help your business go from strength to strength. The franchise agreement is vital, and we have helped many well-known brands set up successful franchise models. 
  • International Contracts - we work with businesses in every continent, helping them comply with their own national laws and the laws applying in the territories where their suppliers and customers are based. Understanding the local culture is as important as knowing the local law, and we can help you make the most of any trading opportunity.

Working with customers and suppliers overseas

We work with businesses in every continent, helping them comply with their own national laws and the laws applying in the territories where their suppliers and customers are based. Understanding the local culture is as important as knowing the local law. Our team can help you make the most of any overseas trading opportunity.

Putting the right ownership agreements in place

If you're in a business partnership but operating without a partnership agreement, you may be putting your business at risk. We can help you draw up an agreement, no matter what line of business you work in: 

  • Partnerships - governed by an act of Parliament that is over 120 years old, these types of partnership are most exposed to risk and require a comprehensive partnership agreement to protect the partners. 
  • Limited Liability Partnerships - we can advise on the structure that best suits your business, and help you put an agreement in place that allows the partners to effectively run the business. 
  • Conversion to LLP Status - this can bring tax benefits as well as limited liability for partners. We can work closely with our property and employment teams, making sure your freehold and leasehold assets are properly dealt with and that your employees' contracts are transferred to the new LLP. 
  • Limited Partnerships - these are relatively uncommon but are used by investors who don't want to play an active part in the management of their investment. Thanks to our expertise in the financial investment sector, we know how to draft and manage an agreement for you. 
  • Partnership Disputes - our team will help to resolve any dispute quickly, cost-effectively and amicably. 

Shareholder Agreements
Sorting out your shareholder agreements in the early stages of your business is time well spent. Without agreed documents in place you might have ex-employees walking away with shares, shareholders with a small shareholding blocking decisions, or in the worst case scenario, a company that cannot be sold however good your actual business.

We can advise you on the broader commercial issues such as taxation and share valuation as well as company law issues.

We can help you with: 

  • Review, drafting and negotiation of shareholder agreements and documentation 
  • Minority shareholder protection and share plans 
  • Post termination restrictions and covenants in shareholder agreements 
  • Share option schemes and similar incentive arrangements 
  • Shareholder disputes 
  • Recovery of shares from existing shareholders 

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