Category: Company/Commercial

Lawful Monitoring of Employees’ Emails

Employers frequently include a policy expressly entitling them to monitor employee emails and work related messaging accounts. The monitoring of employee emails and messaging enables employers to obtain crucial information about unlawful employee activity. Preventing misuse of computer equipment Primarily monitoring is intended to ensure employees are not misusing the company’s computer equipment and messaging […]

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Gentlemen’s Agreements (Corporate Snapshot)

Gentlemen’s Agreements So what is the so-called ‘Gentlemen’s Agreement’? More often than not a Gentlemen’s Agreement will be a verbal agreement, i.e. the terms of the contract agreed orally.  Although verbal agreements are enforceable and valid (contracts do not need to be in writing), where a dispute arises between parties to an agreement, the absence […]

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Why Have Shareholders’ Agreements?

Shareholders’ Agreements Why have a Shareholders’ Agreement? The Articles of Association of a company will bind all shareholders automatically and as soon as they become a shareholder in a company. A shareholders’ agreement is a contract between specific named individuals and so is incapable of binding anyone else unless they also become a party to […]

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Confidentiality Agreements (Corporate Snapshot)

Do I need a Confidentiality Agreement? If you are looking to be involved in a sale or purchase of a business then the answer, almost certainly, is “yes, you need a confidentiality agreement. But why..? Whether an asset or share acquisition, parties will need to get together to start negotiations. It is recommended that a […]

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Heads of Terms – Do I Need Them?

Heads of Terms: Do I Need Them? Both parties in any commercial transaction should consider the need for Heads of Terms. The Heads of Terms document will summarise the basic points of principle that have been agreed between the parties. They should not go into detail – this will be contained in the full Sale […]

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Warranties & Indemnities (Corporate Snapshot)

The Due Diligence Procedure Warranties & Indemnities In a business acquisition, (whether an asset or a share acquisition), there will almost always be an element of risk for the buyer. To try to understand the extent of any risk(s), the buyer may raise a number of enquiries (‘due diligence enquiries’) in respect of the affairs […]

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Disclosure Letters

Disclosure Letters Disclosure letters exist in deals for the sale and purchase of assets or shares in a company, although they are normally more relevant in a share sale. The idea is for the seller giving warranties within the Sale and Purchase Agreement to “flag up” in a Disclosure Letter any areas where “disclosures” need […]

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Shareholders Agreements Checklist (Corporate Snapshot)

Shareholders’ Agreements Checklist Nature of Company and Finance What will be the nature of the activities carried on by the company? Where will the business be based? Will there be geographical limitations placed on the business’ operations? Are there any circumstances in which further capital may be required? If the company requires further finance, will the […]

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Employment Law A to Z

Employment Law A-Z ACAS (Advisory, council and Arbitration Service) A non-departmental public body of the government of the United Kingdom, the purpose of which is to improve businesses and other organisations and working life through the promotion and facilitation of strong industrial relations practice (i.e. the relationship between employers and workers). ACAS codes of practice […]

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Gentlemen’s Agreements

If you want to do business with a gentleman (or lady), why on earth would you rely on their word? The question must be “why take a chance?” At its best, a gentlemen’s agreement (realistically this is a verbal agreement) is as enforceable (or unenforceable) as any other verbal contract. Much will depend on trying […]

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Company Wills & Cross-Option Agreements

The majority of people will ensure that they have a Will to look after their personal finance but what about their business? The death of a shareholder and director, especially in a small/medium company can have a major impact on the business if they have not planned for such an event. It is also not […]

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Stress In The Workplace

Jonathan Trott, who today returned home from the Ashes series in Australia, is the latest high profile casualty of stress related illness. Trott is different to many others in their own place of work due to the focus of the media and pressure of fans expectations. However, the fundamentals of the problem and the end […]

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TUPE – Proposed Changes

The Government has published draft legislation amending TUPE and the law relating to collective redundancies. This is expected to become law in January 2014. The government has been working at reforming TUPE over the last few years with the aim of establishing fairness for both employers and employees. The government is also seeking to increase […]

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Death Need Not Be Fatal

Nobody will be in business forever and it is a sensible person who plans their exit strategy advises Nick Richardson, Partner at rhw solicitors LLP in Guildford, Surrey. “Your exit may come about in one of the following ways”: You decide to sell your business You sell your share in the business You become critically […]

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Corporate Insolvency Explained

Given the current economic climate, the threat of business insolvency is, unfortunately, a subject that is becoming all too familiar to many businesses, both small and large. With luck your business will never be affected, however, it is as well to have some grasp of the basics. Not only will this give you some awareness […]

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Directors Personal Liability

How many times do you worry about liability as a director and whether this can attack you personally? How many different situations might arise legally which might involve personal liability as a director? The answer may disturb or worry but the important thing is to be aware of the risks and to offset those risks […]

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Liability and the Company Director

How many times do you worry about liability as a director and whether this can attack you personally? How many different situations might arise legally which might involve personal liability as a director? The answer may disturb or worry but the important thing is to be aware of the risks and to offset those risks […]

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Confidentiality Agreements

“Loose lips sink ships…” In business as in life – knowledge is power. The terms of most business deals are as individual as the companies involved with them, whether you are buying or selling a product, service or even an entire company. The last thing you want is to see a deal that’s taken months […]

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