Hans Berger Chambers

Corporate Law: Corporate solicitors

datawizad — Fri, 01 Oct 2021 07:53:42 +0000

Corporate solicitors

Our corporate solicitors specialise in EMI share option schemes, mergers and acquisitions (M&A), corporate venture capital for start ups and high-growth businesses, restructuring, and buying and selling companies or their assets. Corporate law is different from, but related to, commercial law. Your business might need assistance across both areas. Your business might also need advice about banking and finance law (like regulation, the Consumer Credit Act, due diligence, finance, debt and lending), which we can also provide, all from as little as £125 per hour, a fraction of the cost of traditional law firms. Our corporate solicitors have all worked in top 100 firms or in-house at international practices.

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”
Henry D. Thoreau

Corporate law solicitors

Regardless of transaction size, our corporate solicitors can provide you with effective and pragmatic corporate law advice within your budget and timeframe. We focus on evaluating the issues that matter to you and use these to drive your corporate transactions. We offer a full range of corporate law services for businesses, including:

Corporate venture capital
Finance and fundraising
Equity incentive schemes such as EMI schemes
Mergers and acquisitions
Corporate governance and compliance
Exits and disposals
Internal reorganisations, schemes and demergers
Joint venture agreements
Private equity and debt finance turnarounds
Restructuring

Corporate law FAQs

Is corporate law different to, or the same as, business law?

Neither – one is part of the other. In the UK, corporate law is a branch of business law. Corporate law concerns the formation, governance and maintenance of businesses as legal entities.

What’s the difference between corporate law and commercial law?

Corporate law concerns the lifecycle of a company, from formation to dissolution, and its people, such as shareholders, boards and employees. It can concern transactions in the company’s lifecycle, such as the forming of a new company through a sale, merger or acquisition, or attracting investors. Commercial law, however, is more concerned with how a business transacts with a third party, and as such deals mainly with contract laws and tort laws during the commercial cycle.

What experience do our corporate lawyers have?

All of our corporate lawyers are experienced in the field of corporate law, having spent many years specialising in their field, and honing their craft at top 100 law firms. You can find out more about our current corporate team here.

Do I really need a specialist corporate solicitor or can I use a normal solicitor?

It depends on what your business needs legal help with. Business law is fast-moving and very complex, and solicitors are obviously expensive – so it’s more cost-effective to instruct a specialist corporate lawyer who can get the job done correctly, quickly and effectively.

Who our corporate solicitors help

We act for a wide variety of individuals and organisations, ranging from high-growth companies and start-ups, to investors, entrepreneurs and medium-sized enterprises.

Asset Finance & Asset Based Lending: Asset finance solicitors

datawizad — Fri, 01 Oct 2021 07:51:49 +0000

Service overview: Asset finance solicitors

Asset finance can be a great way of securing the funds you need to invest in things for your business, without having to dig into your savings or working capital. As an alternative to traditional bank lending, we work with you to find innovative financing structures for complex needs.
You can finance any asset, but asset finance is most common in shipping, aviation, plant and machinery, and the film industry.
The main types of asset finance structures are secured lending, and leasing, or a combination of both. Operating leases and finance leases are the most common forms of lease.
International transactions may be sourced and supported by export credit agencies.

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”
Henry D. Thoreau

What we do: Asset finance solicitors

Our finance solicitors can support you from the credit and underwriting process, through to drafting the facility agreement and making sure security is in place. We regularly advise clients on multiple factors of asset finance and asset-based lending. It’s vital that you understand the legal implications which are commonly involved with these lending facilities, as well as the relevant tax and accounting issues. We’ve advised on a wide range of matters, including:

Secured lending transactions and commercial debt financing
Acquisition, disposal and financing of asset portfolios
Lease agreements such as equipment leasing (including HP and sale and leaseback) and operating leases, maintenance and insurance standards, and residual value advice
Incorporating special purpose vehicles (SPVs)
Structured tax-based transactions
Export credit agency (ECA)-supported financing and liaising with the ECGD
Security arrangements including mortgages, assignments of rights and insurances, and share charges
Regulatory and compliance advice
Receivable finance facilities
Aviation finance
Consumer credit and consumer hire
Block discounting
Introducer agreements
Agency agreements

Our work ranges from complex structured transactions to regulatory and compliance advice, and concerns a wide variety of asset types, such as:

Commercial vehicles
Fixtures
Marine medical equipment
Aircraft
Trains
Industrial plant and machinery

Commercial loan agreements

Loans from financial institutions are very common forms of asset-based lending, especially when they concern your assets as security. Watch our video on how to handle commercial loan agreements and what to look out for:

Who we help

We can help various parties involved in asset finance and lending, including:

Manufacturers and asset owners
Operators and lessors
Domestic and cross-border financiers
Heavy and light rolling stock leasing companies (ROSCOs)
Leasing companies
Financial institutions and lenders
Export credit agencies
Investment vehicles including private equity houses

Service overview: Construction and development finance solicitors

datawizad — Fri, 01 Oct 2021 07:38:57 +0000

Service overview: Construction and development finance solicitors

Construction finance is the provision of finance to build or develop property or other construction.
A development finance transaction will typically include more comprehensive security than a real estate investment and will require more time negotiating security agreements.
Development finance loans may involve a single lender or several lenders, although syndicated (multiple lender) loans are more common.
Lenders will expect to take security over key development documents and a lender will want to be able to assign the rights under the contract.
A key concept in development finance is practical completion – determining when the major work has been completed.

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”
Henry D. Thoreau

What we do: Construction finance solicitors

Our finance solicitors have considerable experience in advising on commercial property, development and construction finance. We also understand the importance of making sure your property elements, including any development, are handled correctly and with a commercial mind to guarantee that they run smoothly alongside the financial elements of a transaction. Our construction and development finance lawyers can assist you with your requirements and walk you through these processes to guarantee a smooth transaction. Some of the typical documents, agreements and services we would help your business with include:

debentures (including mortgages, fixed and floating charges)
contractual rights
charges over bank deposits
intellectual property
insurance policies
plant and machinery
guarantees
collateral warranties

A key consideration is to ensure that the building contract is clear on when practical completion has occurred. Practical completion marks the beginning of the defects liability period and will trigger the final account process in JCT contracts. Disputes as to whether practical completion has been achieved are common and all parties should ensure they are properly protected. Our finance solicitors will also work closely with our corporate, construction law, dispute resolution and tax teams to cover all aspects of your deal, so legal work is seamless for your entire transaction.

Who we help

We regularly give expert legal advice on construction and development finance throughout all stages of a transaction to a wide range of clients, including:

builders
lenders
architects
contractors
investors
finance companies and business development companies

This expert advice includes our considerable experience in advising on credit and facility documents, preparation and negotiation of inter-creditor deeds and the structuring of deals.

Crowdfunding Legal Services: achieve growth goals through crowdfunding

datawizad — Tue, 28 Sep 2021 02:42:25 +0000

Crowdfunding your early-stage business is an increasingly mainstream way to get the finance you need to grow. Despite the straightforward approach and simplicity of the model, crowdfunding does come with some risk. You need to have your wits about you and take legal advice early on to maximise the benefits of raising finance in this way. Contact us today to find out how to prepare your business for a crowdfunding pitch and successfully manage the crowdfunding campaign through to completion.

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”
Henry D. Thoreau

What we do: Crowdfunding

Our team of expert corporate solicitors can help you decide whether crowdfunding is right for you and support you through the crowdfunding process. As part of our legal services for early-stage ventures, we can:

Be a sounding board to support your business plan, potential pitch and funding goals

Providing feedback to help you meet any regulatory or investor requirements. This can also include liaising with a corporate finance advisor if you have one.

Liaising with the crowdfunding platform and individual investors for example, issuing EIS certificates.

Help you prepare your company with the necessary due diligence for a crowdfunding campaign

Dealing with issues raised by the crowdfunding platform such as question marks around ownership of intellectual property, the status of employees and any existing contracts.

Give you legal advice on the contract you’ll be entering into between the platform, your business and investors

Making sure the deal is clear and unambiguous before you move forward with funding.

Help you understand how this fundraise my impact previous or future investment

For example, assessing whether there are any restrictions and what impact the investment will have on sharehold.

Advise on your intellectual property rights ensuring you have a clear roadmap and understanding of potential and current registrations.

This should be addressed before you start your campaign as you will want potential investors to understand the value in your IPR strategy.

Create or update your crowdfunding documents including Articles of Association and shareholders agreements

Resolve any outstanding issues between you and your business partners and existing shareholders/investors

We understand what it takes to run a successful campaign

Our expert crowdfunding lawyers understand what it takes to run a successful crowdfunding campaign, and will help you tailor your business so it’s an attractive proposition for investors

You may be new to raising funds via crowdfunding, but we’ve been there before. We’ll make sure your offering is legally watertight so you’re free to concentrate on the commercial angle. Here are some of the most common questions our crowdfunding clients ask us:

I’d like to launch a pitch on a popular platform. But the terms and conditions are long-winded and full of jargon. How can I be sure this is the right route for me, and that I won’t expose my business to risk?
Will I have to offer shares in my company as part of a crowdfunding campaign?
How can I protect my business idea if I launch a public campaign? What’s involved in getting a patent or trademark and do I need one?
What will I need to prove to potential investors so that they know I’m a good bet?
How will any crowdfunding investors sit alongside existing shareholders or founders, and how can we protect our position?

Who we help

We specialise in helping start-ups raise finance to grow and scale. With our transparent pricing model, you can access expert City-grade legal advice from partner-level solicitors at a fraction of the cost of traditional law firms. We understand that during the early stages of growing your business you need to protect your interests as best you can, without impacting your cash flow. Our rates are designed to help with that.

Service overview: Debt finance solicitors

datawizad — Tue, 28 Sep 2021 02:33:47 +0000

Service overview: Debt finance solicitors

Debt finance allows businesses to borrow money, which is repaid over an agreed timeframe with the addition of interest. This method of funding differs from equity finance as full control of the business is retained.
Debt finance enables companies to secure the funding they require for strategic projects, acquisitions and to bolster their working capital, so enabling them to increase their capacity and workforce.
Given the complexity and range of debt finance products and specialist lending options available to individuals and companies, it is essential to assess your objectives against the advantages, disadvantages and risks of each.
Harper James can advise and represent you about the legal aspects of your proposed transaction, ensuring that the agreement you enter into is water-tight, and all risks to your business are mitigated.

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”
Henry D. Thoreau

What we do: Debt finance legal advice

Debt finance provides a vital source of working capital, project or acquisition funding for businesses regardless of scale. Given the range of options available, it is essential to understand which products may be most suitable and to select one which meets the immediate and long term needs of your business. Our debt finance solicitors can advise you on the legal aspects of any existing or proposed debt finance arrangement. The ability to make agile and tactical strategic decisions can make the difference between success and failure. As such, debt finance facilities may be key to enabling your business to quickly finance key developments. Debt finance usually involves the process of borrowing a set amount from a lender which is repaid over time with interest. This contrasts with equity finance, which involves the sale of part of your business to an investor. As such, debt financing holds the advantage of affording control over your business interests without the need to give away a percentage. Debt finance may include products such as:

issuing debt securities
debentures
hire purchase agreements
loans (secured or unsecured), including various facilities such as senior, second lien, mezzanine and subordinated debt
mortgages
overdrafts

Some of the typical legal services we provide around debt financing include:

financial due diligence
negotiation and drafting of loan agreements, including advice on risks

In addition, the phrase ‘debt finance’ can also encompass a range of other specialist financing transactions, which we also advise on, including:

Acquisition and leveraged debt
Asset-based lending
Bilateral financing
Construction finance
Corporate debt restructuring
Collateralised debt obligations (CDOs)
Equity investment
Management buy-outs
Management buy-ins
Project finance
Participations
Property finance
Securitisation
Security for tangible and intangible assets
Syndicated loans

For more information on the basics of debt finance and corporate loans, find advice on Raising Debt Finance and Corporate Loans: The Basics in the Finance & Investment area of our Advice Centre.

Who we help

Our clients include companies and corporations, major lenders and banks, mezzanine lenders, investors, and investment funds. You can be assured that our team of financing solicitors will work with your team and representatives to understand your business objectives, and to represent your interests at each stage of the transaction, from concept to completion. Also, due to our experience in the finance and investment sector, we have a wealth of funding contacts who can assist with your debt financing requirements.

Our seed funding solicitors are experts in helping ambitious businesses

datawizad — Tue, 28 Sep 2021 02:21:36 +0000

Our seed funding solicitors are experts in helping ambitious businesses like yours get off the ground by ensuring all the legal i’s are dotted and t’s crossed when accessing early-stage investment.

We’ll advise you on how funding will impact your business in the future, whether it’s family and friends providing hands-off pre-seed funding, or you’re looking to partner with an investor who’s experienced in your sector. We’ll help you understand your options, make clear the costs and risk, providing you with the information you need to make informed decisions. But it’s not just about securing investment, our supportive and knowledgeable seed funding lawyers will help you build the right foundations as you scale your sales and marketing, grow your team and develop your offering.

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”
Henry D. Thoreau

What we do: Pre-seed and seed funding

Our team of seed funding solicitors can provide you with the necessary expertise and support to move your business forward. As part of our legal services for pre-seed and seed businesses, we can:

Advise you how funding will impact your business in the future, including the considerations for different investment options such as debt, convertible loans, equity or a quasi-equity (hybrid).

We’ll explain the different funding stages from seed onwards, so that you’ll understand what each one means for your company’s growth and prospects.

Walk you through the steps needed to secure funding

This includes getting your company valued, creating a capitalisation table, and providing feedback on your business plan to help you meet any regulatory or investor requirements.

Help you evaluate whether the investor is right for you, bearing in mind your sector, track record and any risks involved.

Advise if you qualify for tax-advantaged schemes

Such as the Enterprise Investment Schemes, and Seed Enterprise Investment Schemes to attract investors, obtain advanced assurance and issue tax relief certificates.

Help you prepare your company with the necessary due diligence for a fundraise and deal with issues raised by potential investors.

Resolve any outstanding issues between you and your business partners and existing shareholders/investors

These relationships will have to be disclosed in your pitch and any problems sorted out, pre-pitch. For example, having clearly identified roles for existing founders, shareholders agreements and the formalisation of and Resolve any issues around Intellectual Property Rights such as who owns what along with any current and planned registrations. Putting in place a clear IPR strategy will demonstrate the value in your business to investors y existing loans or service agreements.

Clearly define any third-party involvement before you go any further

If you’ve asked others to contribute to your business, whether that be creating part of your offer, lending you money, or working for you, their status should be clearly documented, and any outstanding obligations settled in a proper way.

Explain how any state aid or grant funding will interact with the investment so that you continue to meet any qualifying criteria.

Ensure your business is funded in a tax efficient way by facilitating questions and discussing if it is necessary to take professional tax advice.

Advise on, prepare or update the necessary formalities and documents needed to complete the fundraise, from shareholders’ agreements to new Articles of Association and service contracts for your company.

Explain the potential impact of employee share options on founders, investors and other stakeholders.

We understand the considerations of pre-seed and seed funded start-ups

Supporting start-ups is what we specialise in at Harper James. We understand the pressures and challenges you could face as you unlock your company’s growth potential. Working by your side, we’ll get to the bottom of these kinds of tricky issues that are common to most early-stage businesses:

I’m really grateful for the help that I’ve had from others to get to this stage. But I need to get my business on a proper footing so that I can move forward in a professional way. What legal documents do I need to protect my rights while recognising their contributions?
If I offer someone shares in my company in return for their help, what will I be committing to?
How can I protect my business ideas? What’s involved in getting a patent and do I need one? And how do I go about choosing a company name and making sure no-one else can use it?
How do I choose company directors, and what are their duties?
How much risk am I exposing myself to in my contracts with suppliers and customers?
Can I take advantage of government-backed, tax-efficient schemes like the Enterprise Investment or Seed Enterprise Investment Schemes? What do I need to do to ensure my business qualifies for tax-advantaged funding?

Who we help

We aim to help start-ups at a critical time in their business’ growth. With our transparent pricing model, you can access expert legal advice from partner-level solicitors at a fraction of the cost of traditional law firms. We understand that during the early stages of growing your business you need to protect your interests as best you can, without impacting your cash flow. And you need a legal team you can rely on to be as passionate as you are about your business.

Service overview: Business financing legal advice

datawizad — Tue, 28 Sep 2021 02:13:26 +0000

Service overview: Business financing legal advice

Our finance and investment solicitors work with borrowers, lenders and funders in all shapes and sizes, from traditional to challenger banks.
We’ll help you negotiate terms from a strong bargaining position, develop sensible assurances and ensure the securities involved suit your purposes, whichever side of the transaction you’re on.
Our solicitors have worked in-house at a range of UK banks and lenders, so we can help your business gain the understanding and insight you need to maintain and improve your market position.
We deal in a number of specialist transactions to finance your business, including acquisition finance and leveraged debt, asset finance and asset-based lending, construction finance, debt finance and more.

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”
Henry D. Thoreau

Who we help

If you’re a UK business looking to make corporate financing and lending decisions, our team can offer expert advice across all sectors. We specialise in market-disruptive companies and innovative industries, from SMEs and start-ups to university R&D spin-outs and large multinationals. As a result, our transparent pricing packages are designed to reflect the differing needs of our clients and their legal needs concerning transactions.

Service overview: Trade finance lawyers

datawizad — Mon, 27 Sep 2021 09:18:33 +0000

Service overview: Trade finance lawyers

Trade finance concerns the supply of financial instruments to facilitate international trade and commerce. It helps importers and exporters to transact business through trade.
Trade finance can help reduce the risks from global trade by reconciling the needs of an exporter and importer.
It provides an exporter with payment according to an agreement while the importer might be extended credit to fulfil the order.
As a trade finance law firm, we advise on all aspects of trade finance, including documentary and standby letters of credit, export and pre-export facilities, guarantee issuance facilities, carriage of goods’ contracts and shipping terms, receivables’ financing, factoring and discounting arrangements.
Key issues with trade finance include currency fluctuations, political instability, non-payment and creditworthiness.

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”
Henry D. Thoreau

What we do: Trade finance legal advice

We provide advice to banks, financial institutions, traders, brokers, ship owners, insurers, producers and industrial end-users on all aspects of the financing of trade. Depending on your needs, we can advise on bilateral transactions, taking participations, syndicated financings and arrangements to transfer credit risk. Our lawyers can assist you with your requirements and walk you through these processes to guarantee a smooth transaction. Some of the typical documents, agreements and services we would help your business with include:

lending lines of credit
standby letters of credit
export and pre-export facilities
carriage of goods’ contracts
factoring and discounting arrangements
export credit or working capital
shipping terms

Our trade finance solicitors will also work closely with our corporate, asset finance and tax teams to cover all aspects of your deal, so legal work is seamlessly undertaken throughout your entire transaction.

Who we help

We regularly give expert legal advice on trade finance throughout all stages of a transaction to a wide range of clients, including:

banks
traders
brokers
ship owners
insurers

This expert advice includes our considerable experience in advising on credit and facility documents, preparation and negotiation of inter-creditor deeds and the structuring of deals.

Service overview: Acquisition finance and leveraged debt lawyers

datawizad — Mon, 13 Sep 2021 08:54:11 +0000

Service overview: Acquisition finance and leveraged debt lawyers

Acquisition finance is the provision of bank loans or the issue of bonds to fund the acquisition of a company (or parts of a company). This finance can be provided to an existing internal management team (a management buy-out), an external management team (a management buy-in), or a third party (an acquisition).
Leveraged acquisition finance is a type of acquisition finance, when a company, usually with a considerable amount of existing debt, attempts to acquire another company.
Leveraged finance can be used to achieve a specific, but often temporary, purpose. These include; funding an acquisition, a buy-out, or for a one-time dividend.
For a lender, if a potential borrower already has a lot of debt, it implies that the funding is riskier. This may make the borrowing more expensive than normal for the borrower.
Leveraged debt financing often involves different layers of finance, which can seem complicated. These range from a senior secured bank loan or bonds to a subordinated loan. Therefore, if you find yourself dealing in this area, you’re likely to require specialist finance law advice.

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”
Henry D. Thoreau

What we do: Acquisition finance and leveraged finance solicitors

Our acquisition finance solicitors can advise you on securing leveraged finance for your business, or if you’re looking to secure a buy-in, buy-out or acquisition of a company. We can assist you with your requirements and walk you through these processes to guarantee a smooth transaction. Some of the typical documents, agreements and services we would help your business with include:

syndicated loan agreements
bond prospectuses
credit and security arrangements
term sheets
intercreditor arrangements, such as mezzanine, PIK and second-lien debt, or deeds of priority

A key consideration is to calculate how each type of finance should be raised: if the ability of a company to service its debt is overestimated, the lender may lend too much at a low margin and be left holding loans or bonds they can’t sell to the market. If the value of the company is underestimated, the deal may be lost. Our finance solicitors will also work closely with our corporate and tax teams to cover all aspects of your deal, so the legal work is seamless for your entire transaction.

Hans Berger Chambers

Corporate Law: Corporate solicitors

Corporate Law

Corporate solicitors

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”

Corporate law solicitors

Corporate law FAQs

Is corporate law different to, or the same as, business law?

What’s the difference between corporate law and commercial law?

What experience do our corporate lawyers have?

Do I really need a specialist corporate solicitor or can I use a normal solicitor?

Who our corporate solicitors help

Asset Finance & Asset Based Lending: Asset finance solicitors

Asset Finance & Asset Based Lending

Service overview: Asset finance solicitors

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”

What we do: Asset finance solicitors

Commercial loan agreements

Who we help

Service overview: Construction and development finance solicitors

Construction & Development Finance

Service overview: Construction and development finance solicitors

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”

What we do: Construction finance solicitors

Who we help

Crowdfunding Legal Services: achieve growth goals through crowdfunding

Crowdfunding Legal Services

We’ve helped dozens of clients achieve their growth goals through crowdfunding across a variety of platforms including Crowdcube and Seedrs.

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”

What we do: Crowdfunding

We understand what it takes to run a successful campaign

Who we help

Service overview: Debt finance solicitors

Service overview: Debt finance solicitors

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”

What we do: Debt finance legal advice

Who we help

Our seed funding solicitors are experts in helping ambitious businesses

Our seed funding solicitors are experts in helping ambitious businesses like yours get off the ground by ensuring all the legal i’s are dotted and t’s crossed when accessing early-stage investment.

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”

What we do: Pre-seed and seed funding

We understand the considerations of pre-seed and seed funded start-ups

Who we help

Service overview: Business financing legal advice

Service overview: Business financing legal advice

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”

Who we help

Service overview: Trade finance lawyers

Service overview: Trade finance lawyers

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”

What we do: Trade finance legal advice

Who we help

Service overview: Acquisition finance and leveraged debt lawyers

Service overview: Acquisition finance and leveraged debt lawyers

“The lawyer’s truth is not Truth, but consistency or a consistent expediency.”

What we do: Acquisition finance and leveraged finance solicitors