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Employee good and bad leaver clauses are important for companies with employee share ownership. They encourage employee retention, safeguard shareholders’ and company interests and ensure a smooth transition if an employee shareholder leaves. In this blog, we will look at the purpose behind these clauses and the key elements to be considered when drafting them. ...

As a lawyer, I am frequently asked to document a simple share transfer for a private limited company. This sounds straightforward. However, what may seem like a routine request actually involves more than perhaps first thought to ensure that the transfer is done correctly. In this blog, we will look at the key questions to ...

A number of common issues regularly emerge whilst negotiating NDAs. Resolving them can prove difficult – either side can come up with a cogent argument for sticking to its position. Problems can however be avoided by the parties taking a practical and reasonable approach. This article explores the issues and the steps parties can take ...

Negotiating and structuring vesting and leaver clauses for founder shareholders can be tricky and give rise to heated disagreement. These are important terms for investors and help protect against loss of value caused by an early departing founder. For founders, they come across as highly personal matters and potentially open to manipulation. Navigating a fair ...

Reviewing and negotiating the standard terms and conditions of another business can be challenging. Often there simply is not the time or desire to raise and resolve even material issues. But even in constrained circumstances, there are some important points worth checking before you sign and some areas that may be open to discussion. In ...

The potential for a shareholder deadlock is the inevitable consequence of how shareholdings and shareholders agreements are commonly structured – deadlocks do not happen by accident. The question is how (if at all) the agreement should cater for the possibility of a deadlock and a process for shareholder deadlock resolution. A number of alternative solutions ...

Non-disclosure agreements come in many forms. They can also sometimes take a frustratingly long time to prepare, negotiate and finalise.  Find out why this happens and what you may be able to do to help avoid these problems both with the form of agreement you choose from the outset and potentially contentious areas.

Advance Subscription Agreements are becoming increasingly popular as a quick and cost-efficient way to raise investment. Structured properly, investment under an ASA can also qualify for SEIS/EIS tax reliefs.

There is no single standard shareholders agreement – one version may be suitable for one situation but  unsuitable for others.  Learn more about the factors which will determine the type of agreement you should use and which form of shareholders agreement template would work best for your business. Which shareholders agreement template would work best ...

Selling a business will involve a legal process and require a number of legal documents. Which documents are necessary will depend on whether the transaction is structured as the sale of shares or the sale of assets. Once this decision has been made and agreed, the legal process can start with preliminary documents such as ...