Company Sales and Purchases

We have considerable experience in dealing with buying and selling companies both large and small and covering a wide range of traditional manufacturing industries through to high-tech companies and companies in the service sector. 

To select but a few recent examples, we have dealt with the following:-

• purchase of manufacturing company producing textile products;

• purchase of software companies;

• purchase of company manufacturing sophisticated detection equipment;

• sale of large insurance brokers;

• sale of company owning chain of hotels;

• sale of company manufacturing parts for motor vehicles;

• purchase of company manufacturing steel fabricated products.

Management Buy Outs

Management buyouts are often an obvious way in which owner-managers are able to achieve the best sale price for their business whilst nevertheless ensuring that the business remains in the hands of the people best placed to make a future success of it.  Such transactions often involve complex legal issues. 

Shareholders Agreements

The rights and obligations of participants in privately owned limited liability companies is usually governed by the company's memorandum and articles of association and by general company law but these often favour those shareholders who hold the majority voting rights.  The Articles of Association will also do little to reflect shareholders expectations on issues such as participation in the running and management of the business and the rights of any person (often a spouse) who may inherit shares in such companies. 
At Furse Sanders we have therefore developed a range of shareholders agreements to deal with simple "quasi-partnership" type companies which would typically involve 2 to 5 shareholders who each work full time for the company and participate in its management, through to more complicated agreements between multiple shareholders.  In particular we are careful to ensure that where appropriate the shareholders agreements will cover the following issues:

• Minority Protection - any shareholder holding less than 51% of the shares in a company is a minority shareholder.  We endeavour to identify those issues where minority shareholders need to have greater protection than provided by the articles of association or by company law.

• Put and Call Options - a shareholders agreement will usually prescribe various circumstances when one of the shareholders can force the other shareholders to purchase his or her shares at a given price, or where one shareholder can be forced to sell his shares to the remaining shareholders (known respectively as "Put" and "Call" options.  The most obvious example of where both put and call options are desirable is to cover the situation where one of the shareholders dies (in this respect see our article "Death of a Shareholder") but it is often appropriate to have such options in other circumstances e.g. a call option giving the remaining shareholders the right to purchase shares off one shareholder who has voluntarily resigned from his employment with the company or a put option exercisable by a shareholder has been unfairly dismissed from his employment with the company.

• Drag-along and Tag-along provisions - Drag-along provisions are designed to cover the situation where the majority of the shareholders wish to sell their shares to a third party but a minority is blocking that sale.  Tag-along provisions are designed to ensure that the majority shareholders do not sell their shares to a third party leaving behind a minority shareholder who then has to deal with a new shareholder that he may not know let alone being someone that he wants to be in business with.

Business Sales and Disposals

We deal with a wide range of business sales and disposals.  We will always approach such matters in a cost effective and efficient manner, identifying issues at an early stage and negotiating suitable terms on behalf of our clients.

Competition Law

We provide advice on UK competition law.  In particular this is relevant where any parties are entering into a long-term arrangement such as granting distribution rights, setting up distribution, and dealer networks, licensing intellectual property, technology development agreements and long-term supply or purchase agreements. 

We advise clients on whether "arrangements" (whether by means of formal contracts or otherwise) that they are intending to enter into would breach the relevant UK rules on anti-competitive practises and abuse of dominant position e.g. where a manufacturer may wish to set a minimum price at which its distributors are allowed to sell its products, or where a manufacturer may wish to reduce the number of authorised distributors that it may do so. 

Manufacturing and Supply Agreements

We have developed a range of long-term manufacturing agreements, and also long term supply and purchasing agreements which in particular are used where a manufacturer has a need to ensure a constant supply component parts. 
We work closely with our clients in ensuring that all such agreements properly reflect their own internal business practises and give maximum protection whilst at the same time allowing flexibility as to when and if component parts are purchased.

Franchise Agreements

We act for both franchisor and franchisee in respect of the granting and taking of franchise agreements in connection with a wide range of products and services.
When acting for a potential franchisor we provide in depth advice and documentation in order to protect the valuable rights that they possess in the various concepts, trade marks and names, designs, and methods of trading, etc) We are also prepared in appropriate cases to draft franchise agreements on a "no sale, no fee" type arrangement where our fees are dependant upon and payable only when franchises are sold.

When acting for franchisees we prepare careful and detailed advice concerning rights and obligations of franchisees in particular in relation to the period of time that the franchisee is tied into any franchise arrangement, identify potential ongoing fees (especially those that are not dependent on ongoing income) and restrictions of how the franchisee operates the business that may prevent the franchisee from making a success of his or her new venture so that the would-be franchisee can make a fully informed decision as to whether to proceed or not