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Commercial and Employment Newsletter

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We recently circulated our Commercial and Employment Update containing the following articles and news: What are you trading as?: Companies What happens if an employer doesn't respond to an employment tribunal claim? Can an...

What are you trading as? (3/3): Unincorporated Associations and Community Interest Companies

Danielle Collett-Bruce
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Simply ‘setting up a business’ is not as straightforward as it might sound. There are a multitude of ways in which a business can go about its operations and a variety of factors which should be considered in weighing up this decision. The...

What are you trading as? (2/3): Companies

Danielle Collett-Bruce
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Simply ‘setting up a business’ is not as straightforward as it might sound. There are a multitude of ways in which a business can go about its operations and a variety of factors which should be considered in weighing up this decision. The...

What are you trading as? (1/3): Sole Traders and Partnerships

Danielle Collett-Bruce
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Simply ‘setting up a business’ is not as straightforward as it might sound. There are a multitude of ways in which a business can go about its operations and a variety of factors which should be considered in weighing up this decision. The...

Parent Companies: responsible for the activities of their subsidiaries?

Danielle Collett-Bruce
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A key characteristic of limited companies is their distinct legal identity. An important result of this is that any liability incurred by a particular company is against that company alone – not against its members or of a company within the same...

Commercial and Employment Update

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We recently circulated our Commercial and Employment Update containing the following articles and news: What you don't know can't hurt you? The employment tribunal thinks otherwise Why bother with a shareholders' agreement? Was...

Contractual Variation Clauses

Danielle Collett-Bruce
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Whilst it is not unusual for lawyers to labour over the minutia of contractual construction for hours on end, it is important to realise that contracts are rarely set in stone and a change in the commercial realities of businesses can warrant a contract...

Why bother with a shareholders' agreement?

Danielle Collett-Bruce
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Whether you are starting a new business venture, or if you have an existing business and simply never got around to it, the importance of having a shareholders’ agreement in place cannot be understated. What is a shareholders’ agreement? A...

Corporate Transaction Series (5/5): Post-Completion

Danielle Collett-Bruce
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Completion will be a significant milestone in any transaction, however it is important to bear in mind that there will still be much to do in order to best ensure that the deal will be a success. Arguably, much of the hard work will have been done, however...

Are you ready for the GDPR?

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Data protection and cybersecurity are subjects that are making ever more frequent appearances in news headlines. With the deadline for compliance with the General Data Protection Regulation being set at 25 th  May 2018 and the Government confirming...

Corporate Transaction Series (4/5): Disclosure

Danielle Collett-Bruce
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Having considered warranties in the context of the share purchase agreement (SPA), we now look at how the disclosure process naturally follows on from this and the necessity of considering the two together. What is the disclosure process? Disclosures are...

Where does the liability fall with KFC's chicken shortage?

Danielle Collett-Bruce
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If you’ve been keeping up with the news this week, it will have been difficult to miss the furore which has ensued following the closing of hundreds of KFC restaurants up and down the country. The cause of this – reportedly costing the chain...

Changes to Data Protection law in the UK: The GDPR

Danielle Collett-Bruce
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Data protection is an issue that is making ever-more frequent appearances in news headlines, and with the implementation of a new EU-wide framework for data protection law in 2018, this should not be expected to change any time soon.  What is the...

Corporate Transaction Series (3/5): The Share Purchase Agreement

Danielle Collett-Bruce
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In our third instalment of our corporate transaction series, we consider the significance of the share purchase agreement within the context of the transaction. What is a share purchase agreement? A share purchase agreement (SPA) is the agreement that...

BakerLaw and ThinkMarble: GDPR breakfast seminar

Emily Yeardley
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Data protection is an issue that is making ever-more frequent appearances in news headlines. With the deadline for compliance with the General Data Protection Regulation being set at 25th May 2018, businesses found to be in breach of the new regulations...

Corporate Transaction Series (2/5): Due Diligence

Danielle Collett-Bruce
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In our second instalment of our corporate transaction series, we look at the vital role that the due diligence process plays in making a success of any transaction. Having made the decision to acquire a business, the buyer will want to maximise the...

Corporate Transaction Series (1/5): Non-Disclosure Agreements

Danielle Collett-Bruce
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Over the coming weeks, our corporate transaction series will follow the key stages of a hypothetical share acquisition. We hope that this will provide some food for thought and highlight some key issues to be considered by anyone considering acquiring or...

Exclusion Clauses in Commercial Contracts: The Reasonableness Requirement

Danielle Collett-Bruce
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A recent case demonstrates the approach of the Courts in assessing the validity of exclusion clauses in commercial contracts… What is an exclusion clause? Exclusion clauses are contractual terms which attempt to limit liability to one party for...

Dotting the I's and crossing the T's: Terms and Conditions

Danielle Collett-Bruce
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Inevitably, businesses will have different priorities from one another in terms of income generation and business development. These range from product and brand development to increasing market share and/or revenue or growing client lists. Whilst the...

New Paralegal welcomed to Commercial & Employment departments

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The Partners at BakerLaw LLP are delighted to welcome Oliver Salmon as the firm’s new Paralegal in the Company Commercial and Employment departments. Following completion of Oliver's law degree, in tandem with his Paralegal...

Should I Transfer my Business to a Private Limited Company? (Part 3)

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Some Advantages of Private Limited Companies. The main advantage of a private limited company is that it has limited liability. This means that in the event of insolvency the amount a shareholder can lose is limited to the amount the shareholder paid for...

Should I Transfer my Business to a LLP? (Part 2)

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Information on LLPs LLPs combine the flexible structure of a general partnership with the benefits of limited liability. LLPs – Some Differences from General Partnerships The owners of an LLP are called members, rather than partners, and within...

Should I Transfer my Business to an LLP or Limited Company? (Part 1)

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Advantages of General Partnership Confidentiality is the biggest advantage of a general partnership (i.e. a partnership which is not a limited partnership, or an LLP). There is usually no requirement to publish partnership accounts. The relationship...

Thinking Of Selling Your Business? (Part 3)

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How to Reduce the Possibility of a Warranty Claim. Make sure you use good lawyers, experienced in negotiating warranties, indemnities and seller limitation clauses. Ensure that the time limit for bringing claims is appropriate. Do not delay in...

Thinking Of Selling Your Business? (Part 2)

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Recommendations For Improving The Efficiency Of The Sale Process. At the start of the sale process allocate responsibility for distribution of company information to potential purchasers to one person, and ensure an accurate audit trail is maintained....

Thinking Of Selling Your Business?

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(Part 1) If you own a limited company, the first step is to decide whether to sell the shares or its assets.   Each case is different, but the sale of shares (usually the seller’s preference) may lead to a more complex sale contract being...

Is Your Business Cookie Compliant?

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The lead in period for compliance expired in May 2012 but 4 years on and many websites are still not cookie compliant. The ICO is currently free to consider using its enforcement powers to compel compliance, and the maximum fine for the most serious cases...

BakerLaw's Company Commercial Team Grows

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Following the appointment of the firm’s first two trainee solicitors on 1 September, the Partners of BakerLaw LLP are delighted to announce the firm’s further growth with the arrival of Associate solicitor Julia Weeks and paralegal Holly Taylor. ...

Limitation of liability clauses

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Whilst thankfully the events that unfolded at Old Trafford on Sunday ultimately proved to be a false alarm, with no injury or harm to the public, the cause of the event provides a stark example of why private contractors should carefully review the liability...

Do the recently introduced PSC Register obligations affect your business?

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As of 6 April 2016 following amendments to the Companies Act 2006 by the Small Business, Enterprise and Employment Act 2015, most UK companies and limited liability partnerships (LLPs) are now required to keep a register of people with significant control...

BakerLaw LLP advises on sale of Moms Fabulous Foods

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BakerLaw LLP advises the owner/managers of Surrey-based gourmet hot dog company Moms Fabulous Foods in relation to the sale of their business to Peter’s Food Service.  Acting on behalf of Moms owner/managers, the transaction was led by Jonathan...

BakerLaw advises management team on acquisition of DED

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BakerLaw advises management team on acquisition of DED BakerLaw’s corporate partner Jonathan Craig,  supported by employment partner Andrew Peters advised Tim Downes lead for the buyer management team on their recent completion of the...

Don't underestimate the importance of a Shareholders' Agreement

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Once the company has been incorporated, shares allotted and trading has commenced, business owner/managers often fall into the trap of leaving the task of preparing a shareholders' agreement to 'another day' and merely relying on the...

BakerLaw LLP Complimentary Trading Terms and Conditions (T&Cs) Workshop

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Does your business buy or sell goods or offer services? Do you provide your customers, clients or suppliers with a written set of your trading T&Cs? If so, when were they last reviewed? Similar to the regular servicing of a motor vehicle, a periodic...

Small businesses opting out of legal advice

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Small businesses opting out of legal advice. The Legal Services Board has recently published research which found that only one in eight small businesses contact a solicitor to obtain legal advice. This can have serious consequences as in many situations...