Company law covers all aspects of a company's existence, from its constitution, structure and ability to contract, through to its eventual coming to an end. Directors of a company need to have an understanding of how company law affects their duties to the company, its shareholders, creditors and other stakeholders.
Our lawyers provide clients, who may be the company itself, its shareholders or its directors, with clear and succinct advice to navigate the various laws and regulations and to allow its business to operate effectively.
Examples of typical issues in this field are:
Articles of association
We advise on all matters relating to articles of association including what form of articles should be adopted in respect of your company, whether it be the "model articles" as laid down by company law, a completely bespoke set of articles of association, or a combination that addresses the aims of the business.
We deal with all corporate governance matters ranging from the preparation of all best practice documentation to record governance matters including board minutes, shareholder resolutions and the organisation of all necessary meetings, to incorporation of a company, to filings at Companies House, maintenance of statutory records, the appointment and removal of directors and the company secretary, change of name and striking off. We can also carry out in depth searches at Companies House and provide you with the history of any UK registered company.
Directors' dealings with the company and conflicts of interests
Directors are required to avoid conflicts between their own interests and the interests of the company. Where any such conflicts exist they must be properly documented and approved in order to avoid liability. Directors are obliged to declare certain interests they may have in their dealings either with the company or in certain matters where the company may have a differing interest to the directors involved.
We advise on what amounts to a conflict, which sometimes can be very complex, how to deal with a conflict and when and how directors should declare their interests.
Share capital and differing shareholders' rights
We have experience in advising on all aspects of shareholder rights, whether for investors, majority owners or minority shareholders and ranging from the most simple share structure to very complex structures. This can involve the creating of numerous classes of shares with differing rights for specific interests or purposes, and the drafting of single or complex rights on issuing, transferring or redeeming shares and the making of dividends.
Restructuring a company's share capital and re-organising its balance sheet
A company may wish to restructure its share capital in order to:
- release surplus capital to shareholders
- reduce accumulated losses
- allow the payment of dividends
- release equity to shareholders
- structure a shareholder's exit for example, by way of a purchase or 'buy-back' of its own shares, a court sanctioned or out of court 'solvency statement', reduction of its share capital or by way of a court sanctioned scheme of arrangement.
Alternatively a restructuring may involve:
- issuing bonus shares to shareholders
- raising capital by way of a fresh issue of shares
- consolidating or sub-dividing a company's share capital.