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Vendor Funded Management Buyout: a useful business exit strategy

Jonathan Rathbone
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Considering a Vendor Funded Management Buyout? Jonathan Rathbone, Corporate and Commercial Director at Hughes Paddison, explains the pros and cons to this useful business exit strategy. 

Why registering your trade mark is so important

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Barbie is now more present in our lives than ever before and she’s got everybody talking… even lawyers!

Avoid Shareholder disputes with your Business Partners

Jonathan Rathbone
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In our experience, a dispute between shareholders is far more difficult to manage if the shareholders' agreement does not properly deal with what happens when a business partner's employment terminates or changes.

Family Investment Companies Unwrapped

Jonathan Rathbone
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A family investment company (FIC) is simply a term for a corporate vehicle which holds investment assets for the benefit of its shareholders who are normally members of the same family.  There is no special status or registration required with Companies...

New Rules for Distribution Agreements in the EU

Jonathan Rathbone
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Competition is a good thing as a it helps drive innovation and keep prices down for the consumer. However, a manufacturer will often want to put in place restrictions on their distributors to give each distributor a reasonable opportunity to promote and sell their products without facing competition from each other and their customers. It is also in the manufacturer’s interests that a distributor can make enough margin from selling their products so that they want to invest in promoting and growing sales.

The rules relating to what restrictions would be permitted changed on 1 June 2022.

Director's Duties after Leaving: Can a director remain liable?

Jonathan Rathbone
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Directors of companies in England and Wales owe a number of duties to their company under the Companies Act 2006, such as to promote the success of the company, to act within their powers and to avoid conflicts of interest.

Commercial contracts: What's the limit of your liability?

Jonathan Rathbone
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The extent of each party’s liability is a key part of a commercial contract and is likely to be subject to extensive negotiation. An indemnity is a promise usually made in a contract to pay money out on the occurrence of a specified event. It aims to...

Coronavirus Business Interruption Loan Scheme - stick or twist?

Jonathan Rathbone
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The Government has offered unprecedented levels of financial support to businesses and individuals. Where that comes in the form of grants such as the Coronavirus Job Retention Scheme, business rate holidays and the Small Business Grants Scheme, businesses...

COVID-19 and the temporary suspension of wrongful trading

Jonathan Rathbone
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In recent news which should be welcomed by directors of businesses who are grappling with the impact of COVID-19, it was announced that there would be changes to the insolvency regime. This includes a temporary suspension of wrongful trading provisions for...

Discrepancies in PSC registers

Jonathan Rathbone
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Advisers and certain other entities are now required to report to Companies House if they think that you have not filed the correct details of the persons of significant control (“PSC”) in respect of your company. So now is the time to make sure...

Varying a contract

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As time marches on, relationships evolve often reflecting outside influences that affect those associations. Business relationships, in particular, often change direction to suit fluctuating markets, new competitors and ever diversifying customer bases. To...

Warranties v Indemnities: understanding the differences

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When parties to a transaction involving the sale and purchase of a business agree the main terms on which they are going to contract, the next step is for the buyer to investigate a little further and carry out a due diligence exercise. During this exercise...

The Colour Purple...

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Passing off: Confusion or Deception   A recent case (Glaxo Wellcome UK Ltd v Sandoz Ltd [2019] EWHC 2545 (Ch) (04 October 2019)) has highlighted that protecting your intellectual property at the outset should be a high priority. The Glaxo case...

Ship shape - Incoterms!

Emma O'Brien
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Emma O’Brien explores the use of Incoterms® in the delivery of goods in commercial contracts. Incoterms® are rules published by the International Chamber of Commerce and can be used to define the responsibilities of both seller and buyer in...

Are you leaving on good terms?

Emma O'Brien
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It is always favourable to leave a job on good terms. It is a small world after all. But what does it mean to be a “bad leaver”? In corporate agreements, bad leaver clauses can be used, for example, when defining how an employee who is also a...

Business names for limited companies

Emma O'Brien
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Have you ever had a case of deja vu when looking at the name of a shop? Ever thought you’d seen that name somewhere else before? It can be tricky deciding on an original business name which reflects your area of specialism, appeals to consumers and...

Happy Second Birthday to the Corporate and Commercial Team

Jonathan Rathbone
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The Corporate and Commercial Team at Hughes Paddison is celebrating its second birthday this month.  In the first two years, the team has worked on around 50 transactions with a total deal value of around £50 million ranging from a £9...

Deposits - when are you entitled to ask for your money back?

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We use the expression deposit in a number of different ways. You can put down a damage deposit when renting a car or accommodation or you might pay a deposit when buying a car, a house or paying for a holiday. If you are paying a damage deposit, then the...

Privacy and Electronic Communications (Amendment) Regulations 2018

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Amendments to the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) ( PECR ) have come into force today (19 December 2018). The intention of the 2018 Regs is to increase the powers of the Information Commissioner’s...

Budget changes to Entrepreneurs' Relief

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Budget changes to Entrepreneurs’ Relief highlight benefits of EMI share options In the Autumn budget 2018, changes to entrepreneurs’ relief were announced which make it harder for companies to give share incentives to employees which benefit...

Potential trading implications for the UK post Brexit

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WTOs, FTAs, Customs Unions and EUs? Let us simplify a few things on potential trading implications for the UK post Brexit As the Brexit negotiations are intensifying, we thought it would be helpful to look in more detail at the legal framework by which...

Signing on the dotted line... or not...

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Ever since written agreements have been in place, a good few centuries or so, a party to a contract has indicated their agreement to it by signing on the dotted line. This may have been a mark with cross, an untidy scrawl or an elegantly flourished moniker,...

Family businesses - get it in writing!

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Family businesses are a popular choice for those with the confidence and conviction to forge a career either by starting out with parents and siblings or, more typically, children joining the family business ultimately with a view to taking over when their...

Trump and Kim's Singapore Agreement: Deal or No Deal?

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Recently the world watched as Donald Trump, President of the United States of America and Kim Jong-Un, leader of North Korea signed a key agreement in Singapore (“ Singapore Agreement ”). This agreement contained provisions for peace and the...

Facebook and the protection of data

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It has been impossible to miss the extreme level of scrutiny that Facebook has been placed under in the past few months. The revelations that approximately 87 million users, without their consent, had their data harvested by political marketing firm,...

Retention of Title and Limitation of Liability

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Terms and conditions (“ T&Cs ”) are the bedrock of any commercial agreement. Whilst parties to commercial agreements are looking to establish and cultivate productive and profitable relationships, they are also concerned with limiting their...

GDPR in a Nutshell

Jonathan Rathbone
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“Not another article on GDPR!” I hear you cry.  Businesses are increasingly aware that they need to be GDPR compliant by 25 May 2018 and are trying to work out what that means for them. There is plenty of information out there, but it is...

Crowdfunding - should you be getting involved?

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Crowdfunding is the buzz word when it comes to raising funds – whether that be for an exciting new product, a kidney transplant or a new film. So, is this something we should all be getting involved in? Historically, financing a new enterprise meant...

Don't panic! Get GDPR ready

Jonathan Rathbone
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Data Protection law is relevant to every business. It should not be ignored under the current rules, but under the General Data Protection Regulations (GDPR), which come into force in May next year, businesses will be required to take another look at what...

The GDPR clock is ticking - this is why you need to act now

Jonathan Rathbone
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If you are sending marketing e-mails to your customers and contacts, then you need their consent under the current rules, but many businesses will have sought that consent through pre-ticked boxes or as part of their terms and conditions – in other...