News / Useful pointers if you are considering investment in your business
There are a number of things you should consider if you are considering investment in your business: from sources of finance, to creating a business plan, and preparing for due diligence. In this article, we share some useful pointers when preparing your business for investment;
News / Avoiding ‘penalty clauses’ – ensure your contract terms are firm but fair
A ‘penalty clause’ is essentially one which imposes a detriment on a party to a contract should they breach a primary obligation of the contract which is out of all proportion to any legitimate interest of the other innocent party.
News / Selling your business? Ensure your pre-contract questionnaires are correct
A recent Court case highlights the importance of ensuring your responses to your buyer’s questionnaire are accurate before selling your company or business. In the case of MDW Holdings Limited v James Robert Norvill and others (2021), the court examined whether false responses given by the sellers to a buyer of a company in the due diligence questionnaire amounted to a breach of warranty and misrepresentation.
Insights / M&A: Safeguards for sharing commercially-sensitive information during due diligence
In this article we consider the UK competition law rules applying to the sharing of commercially-sensitive information (CSI) during the due diligence stages of a transaction and the procedural safeguards a seller can put in place to ensure compliance with UK competition law.
Insights / UK data protection update: Standard contractual clauses and adequacy decision
In this article we provide an update on our previous article Data protection: European Commission kicks off UK adequacy process and consider the validity of the European Commission’s (EC) new Standard Contractual Clauses (SCCs) in the UK.
News / How can I protect my Intellectual Property as a start-up business?
Intellectual Property (IP) concerns the rights associated with creative effort or commercial reputation and goodwill. The subject matter of IP can therefore be very wide and includes literary and artistic works, films, computer programs, inventions, designs and also the trade names used by businesses for their goods and services. As a new business owner, it is important to ensure that your IP is protected from the outset as the IP owned or created by a business is a valuable asset.
News / Does my start-up need standard Terms and Conditions of Business?
The short answer is yes; as most businesses use standard terms of business to govern the supply of goods and services. It is worthwhile putting proper procedures in place to ensure that the company’s standard terms are effectively included in its contracts, as the consequences of failing to invest time and money in having standard terms drawn up for your business could be costly in the future.
News / Do I need a Shareholders’ Agreement for my start-up business?
If you are starting up a company with more than one shareholder, it is advisable to have a shareholders’ agreement (‘Shareholders Agreement’) drawn up – this is a contract which establishes the relationship the shareholders have with each other and the company. The Shareholders’ Agreement, together with the Articles of Association (‘Articles’), form the constitution of the company. It is not a legal requirement to have a Shareholders’ Agreement, however there are a number of key benefits of entering into such a Shareholders’ Agreement as set out below.
Insights / Data protection: European Commission kicks off UK adequacy process
The European Commission (“Commission”) recently published its draft EU GDPR¹ adequacy decision (the “Draft Decision”)², for data flows between the European Union (“EU”) and United Kingdom (“UK”) bringing the UK closer to a positive decision on the continued free flow of personal data from the EU into the UK.
Insights / Lockdown 3: Electronic signatures and virtual execution
This is an update to our March 2020 article on electronic signatures following the Law Society’s recent guidance on how English law governed contracts can be signed using electronic signatures (“e-signatures”).
Insights / Data Protection - Do we need to appoint a GDPR article 27 representative in the EU?
An EU representative is a natural or legal person appointed to represent controllers or processors not established in the EU (EU Representative). To be established in the EU means you have a branch, representative office or other unincorporated presence there.
Insights / Asian Legal Business (ALB) Legal Guide to the Greater Bay Area 2021
21-01-2021 / Maritime
Several members of our team recently contributed to the Asian Legal Business (ALB) Legal Guide to the Greater Bay Area 2021, which has now been published.
Insights / The Trade and Cooperation Agreement – What does this mean for Data Protection?
At 11pm on 31 December 2020, the Brexit transition period came to an end. A few days prior to this, on 24 December 2020, the UK Government and the EU Commission announced that a deal had been agreed on the future of the EU-UK relationship and that the Trade and Cooperation Agreement (TCA) had been finalised.
Insights / Ince Metcalfes advises on acquisition of national recruitment company
Nexus, a national recruitment group based in Portishead, has been acquired by recruitment specialist Paul Archer in a deal led by Ince Metcalfes.
Insights / Ince Metcalfes supports the sale of popular golf centre in Bristol
A popular golf complex located in Hambrook, Bristol has been sold in a deal supported by law firm Ince Metcalfes.
Insights / Five reasons why your company should have a shareholders' agreement
Edward Chapman, Corporate Managing Associate at Ince Metcalfes, explains why this document could be the best investment you make in your business.
News / Re-introduction of Crown preference: Government prioritises public revenue streams over enterprise
HMRC had preferential status up to 2003, until it was abolished under the Enterprise Act 2002, by the then Labour Government seeking to support entrepreneurs and their right to a second chance.
Insights / Are your commercial contracts ready for Brexit?
As the end of the Transition Period looms, businesses of all sizes are running out of time to prepare for Brexit.
Insights / Getting ready for Brexit - Data Protection
With the end of the Brexit transition period approaching on 31 December 2020, we consider what implications this will have for data protection in the UK.
Insights / Data Protection: The Implications of Schrems II for International Data Transfers
The judgment handed down by the Court of Justice of the EU (CJEU) on 16 July 2020 in Schrems II ¹ had significant implications for the transfer of personal data outside of the European Economic Area (EEA).
Insights / Covid-19: Navigating virtual shareholders' meetings in the UK
The Corporate Insolvency and Governance Act 2020 (Act), which came into force in June 2020, introduced measures to relieve the burden on companies during the coronavirus (Covid-19) outbreak. For a temporary period, which has been extended until 30 December 2020, companies are able to convene meetings in a flexible way through using a range of technologies. This has temporarily suspended shareholders’ ability to attend meetings in person.
Insights / Ince Metcalfes advises on acquisition of leading international boat builder
Ribcraft, a highly respected British boatbuilding firm based in the South West has been acquired by Dubai based buyer Toby Adams, advised by the team at Ince Metcalfes.
Insights / Gibraltar announces a new legislative framework for Limited Partnerships, a key development of the jurisdiction’s funds legislation
The Gibraltar Government has today announced the publishing this week of the Limited Partnerships Bill and Protected Cell Limited Partnerships Bill; key aspects in the modernisation and development of the jurisdiction's fund sector.
Insights / The Chancellor of the Exchequer announces new Job Support Scheme for UK employers
To protect the UK economy over winter, which he says will be a “difficult" one, the Chancellor of the Exchequer, Rishi Sunak, confirmed the end of the Coronavirus Job Retention Scheme yesterday.
Insights / AGM during global pandemic - Arrange or Postpone?
Due to the COVID-19 pandemic many companies have cancelled or postponed their meetings. One of the most important meetings for each company is its annual general meeting (AGM), at which shareholders gather with a company's board of directors to discuss the company's results, report on the year's events and hold elections. Under Gibraltar Law, it is an obligation to hold an AGM even for a private company, unless this requirement is formally dispensed with.
Insights / Challenge as opportunity: commercial considerations for the recession
On 13 August, the UK government confirmed that the UK has officially entered a recession as a result of the COVID pandemic.
Insights / Protecting businesses will give the economy the greatest chance of recovery
The Covid-19 pandemic has presented governments, financial markets and economies across the globe with challenges never faced before. Whilst Covid-19 is primarily and most terribly a public health crisis, its far-reaching consequences are devastating the global economy.
Insights / COVID-19: Allocating M&A deal risk between buyers and sellers in a post-COVID-19 world
The current climate has made the valuation of target companies very difficult for buyers, ultimately impacting M&A deal flow globally.
Insights / COVID-19: Transactional due diligence in a post COVID-19 world
It is clear that COVID-19 has had an impact on M&A deal flow globally across many sectors.
Insights / COVID-19: Data Protection post Lockdown
With the easing of lockdown measures, businesses around the country are now reopening.
Insights / Covid-19: New UK Government guidance on responsible contracting
At a time when companies are working through the impact of Covid-19 on their business, employees, contracts and supply chains, the Government has issued guidance on ‘responsible contractual behaviour’ for contracts ‘materially impacted’ by Covid-19 (i.e. those too difficult or impossible to perform). It calls on parties to act responsibly and fairly during the Covid-19 pandemic in order to protect businesses, jobs, supply chains and the UK’s economic recovery.
Insights / Covid-19: Are your terms and conditions ready for trade post-lockdown?
As social distancing measures are slowly being eased across the globe, many businesses will be revisiting their own (and their supplier) T&Cs as they look to resume trade.
Insights / Companies House COVID-19 Measures
UK companies have been impacted not only with uncertainties surrounding operation of their businesses, but also with their routine dealings with the Registrar of Companies. Arrangements for filing and obtaining company information has changed, so we have provided a summary of key changes and actions taken by Companies House in response to COVID-19 so far.
News / Asymmetric jurisdiction clause held by Hong Kong Court of First Instance not compatible with a choice of Hong Kong court agreement
The Court of First Instance recently handed down a significant judgment relating to asymmetric jurisdiction clause ("AJC") in Industrial and Commercial Bank of China (Asia) Limited v Wisdom Top International Limited  HKCFI 322 (the "Case"). It will impact Hong Kong creditor who seeks to enforce a Hong Kong judgment against a defaulting debtor in the Mainland to ensure that the jurisdiction clause is drafted carefully in the future.
News / COVID-19: Getting ready for sale during the pandemic
The pandemic will undoubtedly brew uncertainty in M&A transactions. Many potential sellers who had hoped to sell their business will be reconsidering whether this is the right time. Likewise buyers, may find funding difficult and question whether such an investment is wise during this time. In either scenario, the negotiation process is likely to be drawn out. In order to therefore maintain the momentum of the sale process, prospective sellers should utilise this time to get their ‘house in order’. This will allow sellers to package the business to be sold so that it can continue to operate on a day-to-day basis, but also give them flexibility to move to a sale process at short notice at the optimal time.
News / Common Legal Queries in the UAE
Aside from the impact of Covid-19 and its legal implications, we have been asked several legal questions during the first three months of this year related to employment or banking operations. In these questions and answers, we will focus on the rights granted to the employer to compel the employee to take paid leave and the remuneration to be paid to the employee during such leave. On the banking side, we will tackle issues related to the termination of a credit agreement for an indefinite period, the right for the bank to refuse payment of an unconditional guarantee, and the time bar granted to a creditor in order to claim his debt and to benefit from the surety issued in his favour.
Insights / COVID 19: Impact on BREXIT
The impact of the COVID-19 pandemic has clearly influenced the Brexit timetable. The possibility of concluding an agreed framework to govern the future relationship between the UK and EU and the necessary systems to implement the framework before 31 December 2020 looked ambitious even before the coronavirus crisis struck. Attempting to meet the deadline when a public health emergency exists appears even more challenging.
News / COVID-19: Joint Ventures
Disrupted supply chains, abrupt decline in corporate earnings, funding cutbacks, concerns over commercial sustainability of contracts, key event cancellations and a marked reduction in consumer activity due to the COVID-19 pandemic have all had an impact on markets and businesses around the globe. Joint venture (“JV”) participants in all industries and sectors are suddenly having to manage risks and take decisions they had not anticipated or prepared for in their contractual arrangements. Many JV participants are finding it difficult to meet undertakings they have given to the JV and the severe impact on revenues has meant funding has been compromised.
News / COVID-19: Are you(r contracts) frustrated?
Following on from Ince’s recent article on force majeure clauses, we consider the common law rules on frustration. Frustration may provide relief for parties under English law governed contracts entered into before the onset of COVID-19 which are now difficult or impossible to perform and where there is no force majeure clause in the contract or a force majeure clause does not sufficiently capture an event such as COVID-19.
News / COVID-19: Can we hold remote board meetings where the Articles of Association do not expressly allow for it?
It is usual for recently adopted Articles of Association to include a provision that board meetings may be conducted electronically. Indeed, Article 10 of the model Articles of Association for private companies and Article 9 of the model Articles of Association for public companies contain such a provision. Companies who have older articles, perhaps based on Table A 1985 or earlier versions, are unlikely to have such an express provision.
News / Reorganising your business structure
Given these extraordinary times when many businesses are in lock-down, companies may wish to take this time to look at their business structure and see whether it could be reorganised. This will hopefully put them in a good trading position when restrictions are lifted.
News / Maintenance cover under WELCAR considered - Munich Re Capital Ltd v Ascot Corporate Name Ltd  EWHC 2768 (Comm)
In its first decision on the WELCAR 2001 Offshore Construction Project Policy (“WELCAR) terms, the Commercial Court considered whether insurance cover for the 12 month “Maintenance Period”, would apply in circumstances where the construction phase intended to be covered by the “Project Period” had not yet been completed. The case highlights the need to ensure appropriate extensions of insurance cover have been obtained were construction is delayed beyond the period contemplated in the original policy and that any ancillary cover is clearly defined.
News / COVID-19: What are the implications for data protection?
As governments work to contain the COVID-19 pandemic and companies implement emergency measures to comply with public health initiatives, it is important that any steps taken are consistent with the EU General Data Protection Regulation (“GDPR”). We set out below the basic data protection questions you may have from a UK perspective.
News / COVID-19 – Potential impact on M&A transactions
Both Buyers and Sellers will need to be mindful of the potential impact of COVID-19 on new and ongoing M&A transactions. There are a number of issues that the parties might consider addressing at various stages of the transaction to protect themselves and provide an agreeable approach where risk is identified.
News / COVID-19: Impact on Supply Chain
The coronavirus/COVID-19 outbreak has disrupted supply chains globally. Suppliers and providers are finding it harder to deliver their usual services due to (amongst other things) workforce sickness and quarantine, logistics delays and in some cases country wide lockdown.
News / COVID-19: Governance
Company directors will need to prudently assess how to manage coronavirus risks within their businesses.
News / Restructuring update: Recognition not available for solvent winding-up proceedings under the Cross-Border Insolvency Regulations 2006
Overview In the case of Sturgeon Central Asia Balanced Fund Ltd the High Court terminated an order, previously granted at an ex parte hearing, recognising the liquidation of a solvent Bermudan company as a foreign proceeding for the purposes of the Cross-Border Insolvency Regulations 2006 (the “CBIR”) which implement the UNCITRAL Model Law for Cross-Border Insolvency (the “Model Law”) in the UK.
News / A Force of God – the impact of Coronavirus on Force Majeure clauses: An English perspective
05-03-2020 / Maritime
The worldwide human cost and impact of the Coronavirus COVID-19 outbreak is becoming more evident day by day. While the UK government is busy formulating an action plan for dealing with the increasing likelihood of a widespread outbreak on UK soil, it is essential that UK businesses also prepare for the worst in order to ward off (in so far as is possible) an economic cold.
Insights / Brexit Q&A: Corporate
In this Brexit Q&A Mona Patel provides commentary on the impact of Brexit on corporate law and transactions.