Category Archives: David Swede commercial law

Closing a limited company

Although a limited company can be established in a matter of hours in the UK, and for as little as £50-£100, closing down a limited company is considerably more complex. The best method applicable to closing down a limited company depends on whether that company is solvent or insolvent (i.e. whether it still has outstanding […]

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Sale of Goods Act summary

Sale of Goods Act What is it? The Sale of Goods Act 1979 (SOGA) aims to provide protection for consumers buying goods when their purchases are not quite what they paid for. The Act regulates the relationship between the seller and the buyer and ensures that the goods sold fit their description as well as […]

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Dissolving a business partnership

Dissolution of a business partnership largely depends on the type of partnership in question. There are three types of partnerships, namely general, limited, and limited liability partnerships. Dissolving a General Partnership (No agreement) What is general partnership? General partnership is the most basic legal form of partnership available. For general partnership to exist there need […]

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Pre-emption rights for shares

Pre-emption rights for shares are the rights for an existing shareholder of a company to be offered new shares in that company before those new shares are then offered to non-shareholders publicly. These rights state that new share issues have to be offered to existing shareholders at the same price (or a more favourable price) […]

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UCTA – Unfair Contract Terms Act

UCTA What is it? The Unfair Contract Terms Act 1977 (UCTA) regulates the terms which can be included in certain contracts. Usually businesses are allowed to agree whatever they want to, and the law does not restrict what can be put in a contract. However, in certain circumstances UCTA restricts the terms which are deemed […]

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Fiduciary duties

In broad legal terms, fiduciary duty is an obligation on one party to act in the best interest and good faith of another party. Fiduciary duties are foundation behind the idea of good faith and confidence. Fiduciary relationship can only exist when one person trusts the other and the other fully accepts the duties and […]

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Exit strategy – start thinking about it early

Plan Your Exit   Your business may be owned by a limited company or some other entity which has a corporate identity which entitles it contract on its own behalf or it may be owned by you personally or in a partnership which has no legal identity. In the latter case the person or persons owning […]

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The importance of deadlock and drag and tag clauses in shareholder agreements

Shareholder agreements – deadlock You have formed a company and you have carefully considered the worst case scenario of what to do in the event of deadlock. Hopefully your draft shareholders agreement is taking shape. What to do if one party wants to sell and the other(s) do not ? Is that shareholder free to […]

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Practical considerations when buying or selling a business

Things to Consider when Buying or Selling a Business What advisers do I need ? Legal advice should be sought at the outset of a proposed transaction. Ideally you would not even enter into any sort of negotiations without first seeking legal advice. If you are selling your business, you will need specialist tax advice […]

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