Approach to costs
Solicitors at Humphreys & Co. always aim to approach
legal work in a financially-disciplined way. We offer
competitive rates. Our charging approach is both transparent
and geared to the options open to our clients. Our
solicitors generally charge by reference to time spent but
we can often agree fixed fees for specific work or in some
cases risk-adjusted funding structures.
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Send us a summary of your circumstances and objectives for a quick response. |
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employment
Company law
& compliance
Solicitors supplying
legal documentation & advice on
legal issues arising out of the
operations of corporate bodies
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Company
solicitors here advise on and document transactions of
all kinds in relation to companies including:
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formation and
acquisition off the shelf of new companies
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internal structure in
relation to shareholders and directors
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acquisitions and
disposals of shares and assets
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commercial agreements
(distribution, agency, joint venture, supply,
manufacturing, standard terms of trading)
- shareholders' agreements
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maintenance of
intellectual property rights
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human resources advice
and employment documentation
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finance documentation
and funding agreements
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insolvency,
receivership and liquidation
Commercially focused and
fully transparent costings
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Annual
compliance obligations
There
are certain documents that need to be filed
with Companies House every year by all
companies. Compliance with this obligation
needs to be taken seriously. The directors of
a company could face criminal sanctions for
not submitting the required company
information on time and fines are
automatically imposed. At the time of writing
these fines range from £150 to
£1500 for a limited company and
£750 to £7500 for a public
company, depending on the degree of lateness.
Failure to comply can also allow the Registrar
to assume that a company has ceased trading,
leading to it being struck off the register of
companies. All companies have these compliance
obligations whether large, small or inactive,
though the extent of those obligations does
vary. They are set out in the Companies Act
2006 and its accompanying regulations.
All companies are required to submit an annual
return at least once every 12 months. The
company directors and/or the company secretary
are responsible for compliance by delivering
the annual return to Companies House within 28
days of the anniversary of the company's
annual return date. The return is made in the
form AR01 and this form may be accompanied by
other information that company law requires to
be provided such as details of share transfers
that have taken place during the year and
terminations or appointments of company
directors and company secretaries. A small
company which meets the relevant definitions
in the Companies Act 2006 and its regulations
has less onerous compliance obligations. It
can prepare accounts disclosing less
information than medium-sized and large
companies.
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Articles
of association
The
articles of association are the basis of a
company's constitution. They can be thought of
as a statutory contract or internal rule book
for the shareholders. Every company is
required to have them and they are binding on
all of its members. They cover matters such as
the internal decision making processes within
the company by directors in board meetings and
shareholders in general meetings. Compliance
with them is vital to ensure that decisions
are legally enforceable. The intention of the
articles should be to help with the smooth
running of day-to-day activities of the
company.
Members of a company can specify the terms of
the articles provided that none of those terms
are prohibited by company law. It is wise to
consult a legal professional for advice on any
proposed bespoke articles before proceeding to
ensure compliance with company law and to
ensure practicality. The model articles of
association are a set of standard articles
prescribed by the Companies Act 2006 and its
accompanying regulations which apply in whole
or in part in default of a company specifying
bespoke articles.
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Management
buy-outs and buy-ins
Management buy-outs or
MBOs involve the existing management of a
company acquiring a significant part or the
whole of the company. Such a transaction will
often be funded by a combination of debt
finance and outside private equity finance
(referred to as a leveraged buy-out). Legally
there are many similarities to an ordinary
company acquisition though there are certain
unique challenges that need to be addressed.
Due diligence and the giving of warranties in
the sale and purchase agreement will likely
differ from the ordinary procedure based on
the fact that the buyers of the company (as
its managers) know more about its day-to-day
affairs than the sellers (as its
shareholders). Additional documentation will
also need to be prepared to govern the
relationship between individual lenders and
between lenders and the management of the
company.
One or more new companies may be
incorporated as part of the transaction to
gain advantages in terms of taxation and
convenience. It is quite common for the
relationship between management and private
equity investors to be governed at least in
part by the articles of association in a
company to which both parties subscribe.
An MBO can be an attractive exit plan for
outgoing shareholders as it ensures continuity
of management and avoids the need to disclose
any confidential information to parties outside
the company.
Management buy-ins or MBIs involve outside investors
buying-out a significant part or the whole of
the company and then taking over its
management. It typically varies from a private
equity driven MBO in that the private equity
investors have a much more direct influence on
the outcome and realisation of their
investment. MBI teams will typically not have
the detailed knoweldge of the business that
the existing mangement does, but often come
with extensive sector experience and therefore
the potential to increase profitability in the
company and generate good returns for the
shareholders. A buy-in management buy-out or
BIMBO is a hybrid of an MBO and an MBI and
involves a combination of internal and
external parties taking over the management of
the company after the buy-out.
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Corporate
insolvency and recovery
Compulsory liquidation
involves the court ordered realisation of the
assets of an insolvent company, resulting in a
dividend paid to its creditors in the
statutory order of priority. Winding-up can be
ordered when the company is deemed unable to
pay its debts within the meaning of the
Insolvency Act 1986. Voluntary liquidation can
also be started by the members of the company
passing a special resolution. Once the process
of liquidation is complete the company will be
dissolved. Directors of a company that may be
facing insolvency need to comply with certain
legal duties owed to the company and its
creditors. There may also be implications for
those directors such as disqualification
proceedings and proceedings seeking
contributions to the assets of the company
should it be liquidated.
There are various formal and informal
alternatives to winding up, including
administration. Though popularly known as the
'beginning of the end', administration is a
rescue procedure, with the intention from the
outset being that the company emerge from it
as a going concern. The administrator will
examine the affairs of the company and
determine how best to keep it afloat. They
will then take control of the business and
seek to implement the rescue plan. Often that
plan leads towards the sale of the company to
a buyer willing to take it on. This is not to
say that administration is never simply
delaying the inevitable and indeed liquidation
of a company can and does follow on from
failed attempts at administration or one or
more of its alternatives. The administrator of
a company must perform his statuory duties set
out in the Insolvency Act 1986, which means
acheiving one of the following outcomes (in
order of priority):
- Rescuing the company as a
going concern
- Achieving a better result
for the company's creditors than would be
likely on winding up
- Realising the assets of the
company and distributing the proceeds
among its secured or peferential creditors
Other possible alternatives for a company in
financial difficulties include negotiation to
extend credit repayment periods, outside
equity finance, sale of all or part of the
business as a going concern, realisation of
debts, claims under retention of title
clauses, receivership and company voluntary
arrangements. Expert professional advice
should always be sought on the available
options and their likely implications.
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Accessibility
We take instructions from UK & international clients. Our independent lawyers are available by email, telephone & fax. With central Bristol offices we are just 90 minutes from London by road or rail and 15 minutes from Bristol International Airport. We can travel to meetings if required.
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Independent approach
We are an independent professional law firm here, not a legal factory turning out mass-produced products. In our experience, determined case-handling is more likely to produce effective results.
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Turnaround time
Solicitors at Humphreys & Co. look to input not only
careful legal work and precision but also the determination
to keep matters moving. They aim to work in clients' real
interests with energy and pragmatism.
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Communication skills
Solicitors at Humphreys & Co. always try to open up the
legal process by giving advice and explaining options to
clients in a concise and straightforward way, identifying
clear courses of action whatever the technical or legal
complexities of the subject. |
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