Overview
The objective is to develop long-term relationships with our clients and get to know their businesses from top to bottom so we can deliver a solution right for them.
Our clients range from start-up firms and sole traders, to the largest of owner-managed businesses (OMBs), private partnerships and public limited companies (PLCs), many with international interests.
Across the full breadth of Morrisons we offer specific expertise in the recruitment and healthcare sectors and our Corporate and Commercial specialists contribute many years of experience to these areas of Morrisons practice. The Corporate & Commercial department also has understanding and knowledge of a wide variety of other business sectors including: travel, agricultural and equestrian, media, retail, utilities, IT and technology, motoring, leisure, financial services and routinely advises companies in these areas.
Our experienced team features many lawyers who have worked at leading City and regional firms, with a proven track record of dealing with difficult legal issues and complex transactions, large and small.
Our services include:
Business Advisory Service
- Shareholder agreements and ownership matters
- Joint ventures and strategic alliances
- Partnerships and LLPs
- Corporate structuring and group reorganisation
- Business protection and cross option agreements
- Company secretarial
- Corporate governance and Companies Act compliance
- Directors’ duties and obligations
- Not for profit organisations and charities
Corporate Finance service
- Mergers, acquisitions and business disposals
- Management buy-outs / buy-ins
- Financing - loans, debt finance and secured lending transactions
- Venture capital and private equity fundraising
- Divestment of individual business interests
Business restructuring and insolvency
- Start up businesses - joint ventures and shareholders agreements, LLP (limited liability partnership) affairs and traditional partnership matters
- Franchising
- Intellectual property, data protection and regulatory advice
- Contracts and terms of business
Legal Audit
MorrAudit has been developed for businesses of all sizes to ensure that any issues are highlighted before they escalate and become expensive to resolve. The audit is a preventative measure and is a health check for the company.
Return to topShareholders agreements and LLP/partnership agreements
If you are planning to go into business with one or more partners and each will be taking shares in the company, then we always suggest you consider a shareholder agreement. This is a private contract between the shareholders that will govern all the key aspects of your relationship as owners of the business.
The types of issues which these agreements include are provisions to deal with:
- Dividends and payment of profits
- Issuing and transferring shares or interests in the business
- Voting rights and composition of the board of directors
- How important business decisions are made
- Exit and sale of the company or business
- A mechanism to resolve how disagreements are dealt with
Although in their honeymoon period business owners often find it hard to see why they need a formal agreement, shareholder agreements are essential to help resolve differences of opinion at the most senior levels within businesses and the clarity they bring will help prevent shareholder disputes arising, which can escalate into a costly legal battle and fundamentally damage a business’s prospects.
Business protection
Have you considered what would happen if you or one of your business partners was no longer able to work? Or what would happen if they died? One partner may be left bearing the burden of running the business or having to account to the family of their former partner. In turn the family members may not be able to realise any value for their interest in the business.
Drawing up agreements about what will happen in such circumstances, avoids any confusion or arguments with business partners and their families.
For instance, agreements can be made that on death or serious illness the shares of the existing partner can be acquired by remaining partner at an agreed price. This can be paid for by an appropriate insurance policy and our advisers will be able to guide you through this process.
Our Corporate & Commercial department, working alongside our highly respected Wills, estates and tax planning team, provides a complete picture.
Company law
Morrisons assists business owners and managers in relation to:
- Articles of association
- Corporate governance
- Compliance with the Companies Act 2006 and other relevant legislation
- Directors’ duties and obligations to the company
Directors' duties and obligations
We work closely with our colleagues in the Employment team and Dispute resolution department to deliver a full advisory service in relation to all aspects of directors’ duties.
Joint ventures
Collaboration between two or more businesses may be an opportunity for mutual growth through a new enterprise or a new route to market.
We have experience in establishing of a wide range of joint ventures, from simple collaboration agreements and contractual joint venture arrangements, to the incorporation of a new company, jointly owned by multiple parties with different interests.
Corporate structuring and group reorganisation
We can advise you and your business in relation to:
- Share buy backs
- Group restructurings
- Shareholder and partner exits
- Reconstructions under s110 of the Insolvency Act
- Demergers
- Schemes of arrangement
Corporate finance
Whether you are selling the business you have spent your working life building in order to retire, or a seasoned business owner continuing a “buy and build” strategy, we recognise that you will need a comprehensive service from a team of solicitors who understand both the law and the commercial reality behind your deal.
Buying and selling companies or raising funds for the development of a business are events which can change the life of the company and its owners. Our Corporate team are specialists in obtaining the best value and outcome for you, your firm and business partners, whether advising on the buying and selling of a company, or raising funds for expansion.
Our team not only understands the legal aspects in such situations, but make it their business to understand the commercial issues that underpin any deal.
Every transaction we undertake is unique, however our corporate lawyers bring years of experience of deals over every size and shape, giving us the expertise to help you through to a successful completion. We ensure that every transaction is lead by one or our partners or senior associates, who project manage each transaction with an appropriate team of lawyers from across the firm to meet your targets.
Every Corporate finance deal we advise on is led by a partner or senior associate, who will oversee each transaction and instruct an appropriate team of lawyers from across the firm to meet your targets.
We work closely with other advisers in the corporate finance community across the South East of England, London and nationally. These contacts give our clients access to the best quality financial, tax and accounting advice. In turn the access to funding can make your transformational acquisition or investment a reality.
Morrisons’ Corporate team will advise and protect you in relation to all legal aspects of a deal, including non-cash consideration, earn out and deferred payment arrangements and provision for completion accounts.
Our services include:
- Mergers, acquisitions and disposals
- Business sales and purchases
- Management buy-outs / buy-ins (MBOs and MBIs)
- Loans, debt finance and secured lending transactions
- Venture capital and private equity fundraising and investment
In the last year, we have completed over 30 successful corporate finance transactions.
Here are few of our most recent deals.:
- Sale of Waterfall Solutions Limited to Digital Barriers plc - Legal advisers to sellers
- £1.2M MBO of Aviation Freight Specialist - Solicitors to MBO team
- Secondary financing by overseas investment into specialist compliance consultant - Advisers to management
- Sale of Alpha Facilities Management Limited to Aktrion Group - Solicitors to selling shareholders
Business restructuring and insolvency
Whatever the economic environment, from time to time most businesses will face financial hurdles, often for reasons beyond the control of business owners and managers. By obtaining early legal and financial advice, decision-makers can prevent problems from escalating.
Business recovery
Morrisons can provide legal advice to business owners and directors of companies who are in financial difficulty. In conjunction with our Dispute resolution team, we offer advice regarding:
- Directors’ duties
- Avoiding directors’ personal liabilities and wrongful trading
- Ensuring the legal validity of acts by a company, where these may be deemed to be transactions at an undervalue or preferences
- Securing turnaround finance
- Winding up petitions and managing creditor claim
We have close contacts with insolvency advisers and together we can present you with the best possible solution to save your business.
Creditors
If you are a creditor of a distressed business, our Dispute resoluion team can advise you on the best course of action. We have expertise in relation to landlord claims, debt and property recovery and enforcing retention of title claims.
Formal insolvency
While many businesses can be rescued from insolvency, this is not always possible and formal insolvency processes may be necessary. Morrisons are experts in advising on:
- Administration
- Liquidation
- Receivership
- Company voluntary arrangement (CVA)
Buyouts
The assets of a distressed company – for instance real estate or premises, a customer or client base, contractual agreements or intellectual property - can often retain significant value and may be sold for the benefit of creditors.
We are experienced in advising on the purchase of such assets. We can provide timely and clear advice on making a successful bid to existing management teams or to companies looking to grow by acquiring a former competitor’s business.
Business start-up
Almost every business has its origins in one or more entrepreneurs having the seed of an idea. However, taking a concept from the drawing board and making into a commercial reality can be a difficult step.
Morrisons’ Corporate and Commercial Team can advise on all aspects of business start-ups. Our expertise includes:
- Shareholders agreements
- Partnership and LLP agreements
- Business protection and cross option agreements
- Regulatory advice
- Terms and conditions of trade
Franchising
Some of the world’s most successful retail businesses are built on a franchise model. However, for franchising to succeed, specialist expertise is required to help ensure a new venture is built on solid foundations. This will ensure there is a productive and legally sound relationship between franchisor and franchisee.
At Morrisons, we have considerable experience in this sector. We offer an informed, practical and personal service that helps ensure a successful franchising arrangement.
Our Franchise department draws expertise from each of our Corporate & Commercial, Commecial property, Employment and Dispute resolution teams. We have many years of experience in this field, acting on behalf of franchisors and franchisees, involving many household names.
In assessing any franchise opportunity, we will work closely with other professionals including accountants, insurance brokers, banks and franchise consultants.
Services for franchisors:
- Assessing viability of franchising an existing business
- Advice on the protection of the brand and know how
- Prepare franchise agreements and supporting documentation such as confidentiality agreements; terms and conditions of business; and software licences
- A legal review of the franchise prospectus and marketing material
- Ensure existing franchise agreements conform to legislative and competition law changes
- Advice on franchise property issues including reviewing existing arrangements and identifying alternatives
- Advice on conflicts with franchisees, including enforcement of contract terms and termination of franchises
- Preparing template documentation for use in re-sales
Services for franchisees:
- Franchise Agreements and compliance with the operating manual
- Property and planning
- Preparing ancillary documentation including shareholders agreements
- Franchise sale and purchase agreements
- Franchise restructuring
- Renewal of franchises
- Termination of franchises
- Employment matters
- Resolving disputes with franchisors
Commercial, intellectual property and regulatory advice
Your business is important to you. Our clients are important to us. That is why we want to help you protect your business’s name and value.
Our clients (whether large international, stock exchange-listed companies or sole traders) look to us to safeguard their business interests.
Well drafted contracts and terms of business are vital in ensuring you are properly rewarded for your efforts and that your potential liabilities are minimised.
The protection of your brand and name, including avoiding the risk of a claim against you, are equally vital in maintaining the value of your business.
IT, commercial contracts and terms of business
We routinely advise on all types of general and bespoke commercial agreements for many business transactions, setting out the respective rights and obligations of the parties including:
- Outsourcing
- Supply of goods and services
- Software and website design and development
- IT services
- Software/IP Licensing
- Marketing and other collaborative ventures
- Agency agreements
- Distribution/reseller relationships
- Website registration and terms of use
- E-commerce
We can also help you refine your business practices. While every sector and business will have its own needs, properly drafted terms of business will ensure you are protected in relation to:
- What is expected of you and the scope of your services or the quality of goods
- Who you are contracting with
- Limiting your liability to your clients and customers
- Getting paid – the right amount and on time
We have applied these fundamental principles to businesses in diverse areas, ranging from financial derivatives trading to the sale of bespoke furniture. Equally, clients may be traditional high-street retailers or web-based and e-commerce companies.
Data protection and freedom of information
Our Data Protection team includes the former head of data protection at a top ten City of London law firm.
We are able to help with any data protection or freedom of information issue which may arise and deliver an innovative, yet practical solution. We can also conduct compliance audits.
Anti-Bribery
The bribery Act 2010 applies to all businesses, even the smallest. Managers can be subject to unlimited fines and even face prison. However a company can defend itself if it can prove that it had in place adequate procedures to prevent bribery. We offer a range of services to help businesses ensure that they comply with various regulatory requirements and minimise their risks, including the following anti-bribery services:
- Bribery Act audit
- advice on adequate procedures
- anti-corruption and bribery policy tailored to your business
- training for your employees on your policy
Product regulation
Compliance is a fact of the business world. We can help with all your compliance requirements, including:
- Advertising copy clearance
- Labelling requirements for products
- Product regulatory compliance advice for a wide variety of product or industry sectors
- Regulatory compliance audit
