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The Future Of Employment Law Under Our New Labour Government
The Labour Party's election manifesto proclaimed that employment law in Britain is no longer fit for the modern economy. In May 2024, Labour detailed its plans to "make work pay" by delivering a "new deal" for working people within the first 100...
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News
Myerson Client CLD Systems Announces Acquisition of Cova Security Gates
CLD Systems, a leading supplier of physical security systems in the UK, recently announced its acquisition of Cova Security Gates (Cova), the world's first designer and manufacturer of the crash-rated trackless bi-folding gate. CLD is the UK's...
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Blog
Guide To Buying A Company Through Share Purchase
Thinking about buying a business? Whether you're a seasoned entrepreneur or a first-time buyer, our Corporate Lawyers provide an overview of the key legal aspects of purchasing a company (through a share purchase) in this guide. This brief is...
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News
Myerson Solicitors Assist in the Acquisition of Clever Closet Limited by Sharps Bedrooms
Myerson Solicitors recently supported the sale of UK company Clever Closet Limited, an award-winning provider of under-stairs storage solutions, to Sharps Bedrooms, one of the UK's leading fitted furniture providers. Clever Closet provides fully...
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How To Plan for Success When Selling A Technology Business
The sale of any business (or company) will often be complex and time-consuming. The more preparation you can do (as a seller), the more time you can save and the less stressful the process can become. For technology businesses in particular, it is...
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The Shareholder Edge: Navigating Shareholder Rights and Disputes
Join us Thursday, 25th June 2024, in person at our office or virtually via our online live stream!
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Family Business Buy-Outs in the Agricultural and Rural Business Sector
A solution to succession planning in a family-owned business in the agricultural and rural business sector could be a sale of the business by the senior generation to the next generation of family members . This is commonly referred to as a family...
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Franchise Agreements in Retail
Franchise agreements are used extensively within the retail sector . It is important to understand how these agreements work and what they will mean for the parties entering into them . A franchise agreement is a legally binding contract that...
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How to Navigate a Demerger?
A demerger is a separation of different business activities carried on by a company or group into separate companies or groups, which are then (usually) owned by the same shareholders . Companies and groups demerge for various reasons, including...
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Succession Planning for Family-Owned Businesses in the Agricultural and Rural Business Sector
In the context of a family business , succession will involve a transfer from the older generation to the younger generation. As is the case with the wider economy, many businesses within the agricultural and rural business sectors are...
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Manufacturing Acquisitions – Share Purchase Or Asset Purchase?
When acquiring a manufacturing business, it is important to understand the options available to structure the deal. An acquisition will be structured in two ways: a share purchase or an asset purchase. Both will allow you to acquire the target...
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Navigating New Regulations to Combat Economic Crime
In a significant step forward in the UK’s fight against economic crime, the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) has introduced milestone changes to the business world. Our blog on Company House Changes provides an...
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Share Buybacks – Common Pitfalls
A share buyback is the process a company follows to purchase its own shares back from one or more of the company’s current shareholders. A share buyback process can be utilised by a corporation for a number of purposes, including to: Exit a...
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UK Government Consults on Potential Changes to the National Security and Investment Act 2021 (NSIA)
On 13 November 2023, the UK Government issued a call for evidence to gather feedback from stakeholders on potential changes to the NSIA with the view of making it " as pro-business and pro-investment as possible " whilst retaining and refining...
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Private Equity (PE) Transactions: A Brief Overview 2023
This blog from our Corporate Team provides an overview of transactions with a Private Equity house and considerations for both an investor and the target company. Private equity can be used for raising working capital but also, more commonly, to...
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News
Myerson Solicitors Supports the Development of New Retirement Living Communities across England
Myerson Solicitors is proud to support Adlington Retirement Living in developing new retirement communities across England. Adlington has secured a landmark £75m development facility from NatWest Group and Homes England. This funding will allow for...
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Companies House is Changing!
Born out of the Government's aspirations to improve corporate transparency and reduce economic crime, The Economic Crime and Corporate Transparency Act 2023 ( ECCTA ) bestows several new powers on Companies House that are hoped will create a level...
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Manufacturing a Smooth Sale – Getting Your Statutory Books in Order
In recent years, there has been an increasing trend of manufacturing businesses being sold due to an unexpected offer by a buyer, often as a trade sale to a competitor, but also in the context of private equity. This can create a dilemma for...
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Differences Between Shareholders' Agreement and Articles of Association
A shareholders' agreement and the company's articles of association ( Articles ) are important constitutional documents for a company , particularly where there is more than one shareholder. The documents both serve different purposes and have...
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ESG Considerations in Acquisitions and Investments
Central to any business are its relationships with customers, suppliers, employees, and investors. The day-to-day running, operations, and overall management pivot around these relationships and as such, these relationships have always been at the...
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News
The Myerson Corporate Team See Its Most Successful Year to Date
Myerson Solicitors is pleased to share the news that their Corporate Team has had its most successful year to date. Throughout the firm's 2022/2023 Financial Year, the Corporate Team has been involved in deals with an aggregate value in excess of...
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Knowing Your Duties as a Company Director
When appointed to the board of a company, a director has seven general duties codified under the Companies Act 2006 ( Act ) which are legal obligations owed to the company ( Duties ). These Duties are in addition to any obligations owed under the...
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News
Myerson Client NoBlue Limited Announces Acquisition by FPE Capital
NoBlue Limited , a leading provider of NetSuite-based business management software solutions, recently announced its buyout by FPE Capital LLP, a prominent software and services investor. The sale of NoBlue Limited, including subsidiaries in the...
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B Corporations – What Are They, and How Do You Become Certified?
With the market's increased focus on environmental, social and governance ( ESG ) initiatives , and consumers becoming more concerned with a company's ethics, as well as the nature of a company's products, sustainability credentials and the...
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When are the Model Articles of Association Not Fit for Purpose?
A company's articles of association ( Articles ) set out the rules that the officers of the company must follow. Every company must have a set of Articles and can choose to have a bespoke set of Articles tailor-made to the specific company or use...
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Fixed and Floating Charges – An Update from the High Court
A recent High Court ruling in April 2023 has clarified one of the key distinctions between fixed and floating charges, namely how the ability to deal with the charged assets can determine if a charge is fixed or floating. The decision offers...
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Manufacturing Assets and Security
When a company receives a loan from a lender, it is common that a lender would require security (also referred to as a charge) over that company's assets. A lender would often take security in the form of a debenture, which has particular nuances...
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News
Netflix's Bank of Dave: Who Was the Real Lawyer in Bank of Dave?
Netflix's latest movie offering, 'Bank of Dave,' takes viewers on a captivating journey inspired by the remarkable partnership between Corporate Partner Chris Moss from Myerson Solicitors and his client, Dave Fishwick. This intriguing film, now...
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Blog
Brexit Sunset Clause: Government Abandons Plans to Revoke All Retained EU Law
The UK government has abandoned its plan to revoke all retained EU law (save for any legislation expressly maintained or replaced by UK law) at the end of 2023. Rather, a targeted list of 600 pieces of EU legislation is expected to be revoked, with...
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EMI Share Option Plans
Enterprise management incentive (EMI) share options are designed to assist smaller companies with potential growth and future development and attract and retain the most suited employees for their business. Companies also use EMI share options as...
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What Happens in the Event of a Shareholder's Death?
In the event of the death of a shareholder in a company, it is important to consider what will happen to the deceased’s assets, including any shares the deceased owns in the company. This is what our Corporate Law experts will be exploring in this...
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The Effect of the Retained EU Law (Revocation and Reform) Bill
Since the United Kingdom left the EU on 31 January 2020, law derived from the EU has consistently been removed and later restored in some different form into the UK Domestic Law. It is a Bill which is to have the effect of revoking certain retained...
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How Outdated Articles of Association Could Cause a Deadlock When Valuating Shares
A company’s articles of association are a public document filed at Companies House that outlines the management and internal affairs. It is common for a new private company limited by shares to adopt the model articles contained in Schedule 1 to...
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News
Myerson's Client, Steuler Group, Acquire British Ancorite Surface Protection
Myerson Corporate client, the Steuler Group , has agreed to acquire around 75% of Cheshire based firm Ancorite Surface Protection , expanding its presence in the UK and Irish market. Headquartered in Germany, the Steuler Group is a leading company...
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The Role of Earn-Out Provisions in Share Purchase Agreements
When buying/selling a business , it is always important to consider what mechanism is best suited for the purchase price. The parties will consider whether the purchase price should be made in full at the time of completion of the purchase/sale or...
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Legal Due Diligence and Covid Fraud
HMRC recently confirmed that an estimated £4.5 billion in Covid Support has been lost by fraud or error and that it is expected to recover £1.1 billion by September 2023. The misuse of Covid Support will continue to be an area of focus for the...
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A Shareholder’s Rights at General Meetings
An AGM is a general meeting of a companys shareholders , which is required to be held (under section 336 of the Companies Act 2006) by a public company within six months beginning with the day following its accounting reference date (i.e., every...
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Entrenchment Provisions in Articles of Association
Under section 22 of the Companies Act 2006, members can entrench certain provisions in a company’s articles of association. This means that a higher threshold is set to amend, remove or alter a provision in the articles. Examples of entrenched...
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Manufacturing - A Successful Joint Venture
The manufacturing industry has been under constant pressure since the disruption to the global supply chain caused by COVID-19 and Brexit. This pressure has been further exacerbated by a drop in industrial production, the volatility within the UK...
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Directors' Duties: The Creditor Duty
It is common knowledge among directors that they, as part of their role as a director of a company, owe certain duties to that company. The most commonly known duties include: promoting the success of the company, avoiding conflicts of interest...
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B Corporation Certification
A ‘B Corporation’ is a for-profit business that publicly certifies it meets a certain standard of social and environmental accountability, performance and transparency. The certification process is...
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Carrying Out Legal Due Diligence in the Leisure Industry
Due diligence is an essential component of any business purchase, particularly for hospitality and leisure businesses. It allows the buyer to obtain information relating to the business to manage the risk caused by the principal; buyer beware.
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Merger & Acquisitions: The Impact of the Falling Pound
The UK Government’s now-infamous “mini-budget” on 23 September 2022, followed by the series of Government u-turns and political turmoil and culminating in Kwasi Kwarteng being sacked as Chancellor of the Exchequer, has resulted in a severe shock.
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Model Articles and Sole Directors – A Warning Note
The High Court has recently passed a judgement that a company with model articles and only one director would not constitute a ‘quorum’ and would therefore have to appoint another director or amend its articles, casting doubt on the generally...
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Manufacturing Joint Ventures
The ongoing global supply chain disruption caused by COVID-19 and Brexit continues to affect the manufacturing sector, particularly the import and export market. The issues have caused significant shortages of labour and key manufacturing...
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Planning For Success: Top Tips for Preparing Your Manufacturing Business for Sale
Preparing Your Manufacturing Business for Sale For many owners of a manufacturing business, the sale of their business is a one-off lifetime event. It is an opportunity to realise value built up over many years of dedication and hard work. With...
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Directors Duties and Corporate Governance
There are multiple duties which are imposed on directors of a UK company by Companies Act 2006. Businesses across the UK are seeking practical guidance to learn who their duties of a director are owed to and what personal liabilities they face as...
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The Impact of Brexit on Small and Medium-Sized Enterprises (SMEs)
As we near the end of the transition period on the 31st December 2020, around 5.9 million SMEs in the UK will be anxiously awaiting the outcome over whether a deal is struck. Amid the uncertainty, SMEs should be mindful of the impact that Brexit...
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Investors’ Relief – What Is It And How Does It Work?
We recently published a blog about various established government-backed, tax benefit schemes open to investors, namely the Seed Enterprise Investment Scheme (SEIS) and Enterprise Investment Scheme (EIS). An alternative scheme which is open to...
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Blog
SEIS and EIS for Start-ups – Getting it right
Raising capital is an important, but often daunting and difficult, task for entrepreneurs who are just starting out in a new business venture. Private investment can be an effective alternative way of raising capital than debt and businesses can...
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Blog
Top 10 Tips for Business Start-ups
Setting up your own business can be exciting and daunting all at the same time. With so many initial considerations, it can all seem a little overwhelming, and that’s before you get to the legal documentation. We’ve set out our top tips which cut...
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A Guide To Types Of Shares
Following on from our previous article on share classes, this blog considers the types of share that companies can issue. Companies in England and Wales generally issue three types of shares – ordinary shares, redeemable shares and preference...
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Rights of Minority Shareholders
If you are a minority shareholder (with less than 50% of the shares of a company), you may sometimes struggle to have your business interests heard and to have these taken into account when key decisions are being made regarding the company’s...
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The ABC’s of alphabet shares
Alphabet shares are common in owner-managed businesses (OMBs) and small and medium enterprises (SMEs). They are beneficial to the initial shareholders for a variety of reasons, including preserving control, tax planning and allowing flexibility in...
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Blog
Trade Fairs – on or off premises?
It is normally easy to identify when a contract is concluded at a distance (typically online and by phone) but the circumstances in which a contract is made on or off-premises are not always clear. It is important to make this distinction because...
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Newsletter
Guide to Selling a Company
1 . Preliminary Stages This will largely concern negotiations over price. Before getting involved in detailed discussions, you should insist that any potential purchaser signs a confidentiality agreement. Some times you might be asked to sign a...
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Newsletter
Guide to Franchising
McDonalds, Starbucks and Subway have outlets all over the world. These outlets are usually franchises. Franchising can be a cost and time effective way to expand your business and open new outlets as those costs and the time involved are borne by...
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