We act for a range of companies, partnerships and traders in Northern Ireland, the Republic of Ireland, Great Britain, Europe and beyond.
- Agency and Distributorship Agreements
- Sale and purchase of private companies and businesses
- Joint Ventures
- Shareholder Agreements
The challenge is not simply interpreting our clients' instructions but understanding their business objectives and guiding them to the best way to achieve them.
Agency and distributorship agreements often appear simple on the surface but are generally more complex and impose rights and duties on the parties that may have far-reaching consequences.
They cover not only the relationship between the principal and agent but also between:
- The agent and third parties
- The principal and third parties
The complexity arises not just from the contractual obligations but from the fiduciary duties. The agent is under an obligation to act in the best interests of the principle even where they may be to the detriment of their own, while the principle has a legal responsibility for the actions of their agent.
Read more about Agency and Distributor agreements.
Sale and purchase of companies
Understanding the reasons why a business is being sold or acquired is vital in determining the best approach.
It is often not appreciated that the "business" and the "company" are two different things and that both can be sold independently. This opens up a range of options, each offering advantages and disadvantages.
We can help you identify the best approach and draft the agreement to help you achieve your objective in the most effective way possible.
Joint Ventures (JVs) are a useful way of using the expertise of different organisations to exploit opportunities that would otherwise remain undeveloped.
They only work where there is mutual trust, cooperation and transparency. This is best achieved through careful agreement at the outset on the details of the arrangements.
Initial exploration of the opportunities can best be explored once a Non-Disclosure Agreement (NDA) is in place. The parties can than be open with one another secure in the knowledge that their disclosures will not be unfairly used if the venture does not go ahead.
The next stage is generally to agree "Heads of Terms". These set out the broad scope of the agreement and relationships between the parties as the JV proceeds.
Once these are agreed the detailed drafting of the legal relationship follows. There are a number of forms the relationship can have; it may be a purely contractual one or the parties may set up a jointly owned corporate body - a limited company or perhaps a partnership.
Shareholder Agreements regulate the relationships between the shareholders, the management of the company, ownership of the shares and the rights and obligations of owners to each other.
They can be used to ensure that shareholders do not sell or transfer their shares to unsuitable or unacceptable third parties to protect minority shareholders from being unfairly treated by majority shareholders.
Where shareholdings are split equally they can make provision for settling disagreements.
They can also deal in advance with how shareholders should act when they may wish to retire, exit from the business or what happens in the event of the death of a shareholder.
These matters are best dealt with at the outset of the business; they can be modified as the business progresses but it avoids acrimonious arguments if problems arise in difficult and unforeseen circumstances.
When two or more people (or corporate bodies) set up a business together they form a partnership and the law imposes automatically applies certain rules that govern the way the venture operates.
It is important that the partners draw up their own set of rules within the basic framework and that they understand their rights and obligations under those rules.
These will cover such matters as:
- Rights and duties on leaving the partnership
- Restrictive covenants
- Borrowing of money
- Non-equity partners rights
There are different forms of partnership and it is important to understand these when setting up the partnership.
It is also important for new partners to an existing partnership to understand precisely the nature of the relationship into which they are entering.