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Corporate and M&A

Advisory & governance

 

We understand that business leaders are under pressure to make difficult but informed decisions quickly and are often challenged after.

Our corporate legal specialists are experienced in convening and structuring board and general meetings, including drafting minutes, advising on director duties and conduct and providing strategic support.  

“Very professional, knowledgeable and accessible lawyers.” 

Chambers and Partners

FAQs – Advisory & governance

Corporate Advisory Services is an umbrella term that encompasses specialised advice given to corporate organisations by professional advisors such as lawyers and accountants. The advice can be anything from: entity establishment to directors duties and conduct, or convening and structuring board and general meetings, drafting minutes, or providing strategic support, and preparing for sale or acquisition.

Corporate Governance is the system by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies. The shareholders’ role in governance is to appoint the directors and the auditors and to satisfy themselves that an appropriate governance structure is in place.

The best practice of corporate governance has been codified in the UK Corporate Governance Code 2018. The Code operates on a ‘comply or explain’ basis.

The Corporate Governance can be separated into five sections:

  1. Board Leadership and Company Purpose
  2. Division of Responsibilities
  3. Composition, Succession and Evaluation
  4. Audit, Risk and Internal Control
  5. Remuneration

Corporate governance is based on five guiding principles:

  1. Accountability
  2. Awareness
  3. Impartiality
  4. Responsibility
  5. Transparency

Although the Code is only mandatory for listed companies, all companies should have appropriate systems, policies and practices in place. Therefore, even though it is not obligatory, many businesses opt to abide with the UK Corporate Governance Code.

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Read, listen and watch our latest insights

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  • 07 February 2020
  • Corporate and M&A

Investor Relief

The Finance Act 2016 introduced investor relief which is essentially a tax relief for Capital Gains in a similar way to the operation of Entrepreneurs Relief. On qualification any capital gain is reduced from the usual capital gains rate – currently 20% to 10%.

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  • 07 February 2020
  • Corporate and M&A

What does the new decade herald for EMI Option Schemes?

The Enterprise Management Initiative (EMI) option scheme is a tax efficient incentive scheme designed to incentivise employees by enjoying the rewards of growth and business success usually on a sale

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  • 07 February 2020
  • Corporate and M&A

Director’s Duties Can Survive Insolvency Process

In the recent high court case Re Systems Building Services Group Ltd , there was considerable debate and judgement made on whether a director’s general duties, as outlined in section 171 to 177 of the Companies Act 2006, survive a company’s entry into a formal insolvency process.

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  • 14 January 2020
  • Corporate and M&A

Lending money to Directors

It is not unusual for a Company to lend money to a director of a Company, nor is it unlawful. However, there are a number of points to consider, including declarations of interest and how this sits with the constitution of the Company and a directors’ statutory duties generally and also the treatment of the loan from a tax perspective – not only for the director but the Company too.

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  • 14 January 2020
  • Corporate and M&A

Removing a Director under the Companies Act

The Companies Act 2006 contains a right for members of the Company to seek the removal of a director from office by convening a general meeting of its members and passing an ordinary resolution. This provision is seen as sacrosanct in the Companies Act 2006 – any attempt to exclude this right in the Companies articles of association would be unenforceable.

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  • 14 January 2020
  • Corporate and M&A

Share buybacks and payments

The concept of share buybacks is a useful one. The ability for a company to buy back its own shares is seen as a useful tool for capital re-organisations and a tax efficient way in which to remove a shareholder or class of shareholders.

“We are very pleased with the support and advice received from on the recent acquisition by BMW Group UK.  With clear, concise and timely advice and management, Ashan and his team helped us navigate through some complex arrangements and seamlessly bridged the gap between the legal and commercial issues”

Amit Kotecha, Senior Legal Counsel – BMW Legal Affairs UK & Ireland 

“I was impressed with the speed, turnaround and frequency of communication in my dealings with Stuart Mullins, in concluding my share purchase.”

Nigel Keene, Managing Director, Whiteknights Estate Agents

Ashan Arif is central to our working relationship – we have a high degree of trust and confidence in his work. He was interested in our business from the outset, clear about the firm’s capability and focus, and has provided high-value and cost-effective support.

Legal 500

“I had an excellent experience working with Stuart Mullins. He was thoughtful, pragmatic, and extremely efficient. Thank you very much for all your hard work to get the deal across the line.”

Jerry Izard, Director, Independent Optics Ltd

“Stuart and the rest of the team provided expert support during a recent corporate restructuring. We were calmly guided through the complex legal process, and realised significant additional benefits directly related to the advice provided.”

Stefan Zabel, Director, Wood Designer Ltd