For businesses · Corporate and commercial
Legal work that keeps the deal moving
We advise owner-managed businesses and their shareholders on structure, contracts and transactions, with a clear eye on commercial priorities and on what actually needs doing.
Overview
Good corporate and commercial work supports the business rather than slowing it down. That means understanding what you are trying to achieve, identifying the risks that genuinely matter and documenting the arrangement clearly, without over-engineering it.
We work with founders, directors and shareholders at different stages: setting up a company and agreeing how it will be run, bringing in investment, entering key contracts, and buying or selling a business. On transactions, we explain the difference between buying shares and buying assets, what due diligence is for and how warranties and indemnities allocate risk between buyer and seller.
We will be clear about scope and cost from the start, and we coordinate with your accountant and other advisers so tax, finance and legal advice fit together. If you are considering an acquisition, our article on what to consider before buying a business sets out the key questions.
When you might need us
- You are setting up a company with co-founders and want clear rules on ownership and decision-making
- You are buying or selling a business or a stake in one
- You are bringing in an investor or issuing new shares
- Your standard terms of business are out of date or don’t reflect how you trade
- You are entering a significant supply, distribution or services contract
- Relationships between shareholders are under strain and the documents are unclear
What we cover
Company formation and structure
We advise on incorporation, share classes and articles of association, so the structure reflects how the business will actually be owned and run.
Shareholders’ agreements
We draft agreements covering decision-making, dividends, share transfers, deadlock and what happens if a shareholder leaves, dies or wants to sell.
Buying and selling businesses
We act on share and asset purchases and sales, including due diligence, negotiating the sale agreement and managing the process through to completion.
Investment and share issues
We handle the documents and company approvals needed to bring in new investment, and explain how it affects existing shareholders.
Commercial contracts
We draft and negotiate supply, services, agency, distribution and collaboration agreements, focusing on payment, liability, termination and the terms that carry real risk.
Terms and conditions
We prepare or refresh standard terms of business so they are clear, enforceable and aligned with your sales process.
How we approach it
Understand the commercial aim
We start with what you want to achieve and the constraints you are working within, including timing, budget and relationships.
Agree scope and cost
We set out what work is needed, what isn’t and how costs will be managed, so there are no surprises.
Focus on real risk
We prioritise the issues that could materially affect value or liability, and tell you plainly which points are worth negotiating.
Deliver to the timetable
We coordinate with the other side and your advisers to keep the matter moving and bring it to a clean completion.
What you can expect from us
- Clear scope and cost at the start of every matter
- A partner-led relationship with a named contact
- Advice framed around commercial outcomes, not just legal points
- Drafting that is clear and proportionate to the deal
- Joined-up work with your accountant and other advisers
Who you will work with
Related insights
Questions clients often ask
Should I buy the shares or the assets of a business?
Buying shares means taking on the company with its full history, including liabilities. Buying assets allows a buyer to choose what to acquire, but it can involve more transfer formalities, and employees may transfer automatically under the TUPE regulations. Tax often influences the choice, so we work with your accountant on it.
Do we need a shareholders’ agreement if we have articles?
Articles are public and set out the company’s basic rules. A shareholders’ agreement is private and can deal with matters the articles often don’t, such as what happens if a shareholder leaves or if there is deadlock. Many owner-managed companies benefit from having both.
What is due diligence?
Due diligence is the buyer’s investigation of the business before committing, covering areas such as contracts, employees, property, disputes and finances. It helps the buyer understand what they are acquiring and informs the protections they seek in the sale agreement.
What are warranties and indemnities?
Warranties are statements about the business given by the seller, and a buyer may have a claim if they prove untrue. Indemnities are promises to cover specific identified losses. The scope and limits of both are usually a significant part of negotiations.
This page is general information about corporate and commercial law in England and Wales, not legal advice, and advice on any transaction will depend on your business’s individual circumstances. Harton & Vale Legal is a fictional firm created as a design concept, so nothing here is legal advice. About this concept.
Make an enquiry
Talk to us about corporate and commercial.
Tell us briefly what has happened and what you would like to achieve. There is no obligation, and we will be straightforward about whether we are the right people to help.
We read your enquiry
A member of the relevant team reviews it, usually within one working day.
A short, no-obligation call
We ask a few questions, explain how we could help and outline the likely next steps.
Clear terms before any work
If you would like to go ahead, we confirm the scope, who will handle it and the costs in writing.