Business law.
From the first structure to the eventual exit: foundational documents, funding, contracts, and the regulatory questions that sit underneath all of it.
What we do here
Company and trust structures, constitutions, shareholder and founder agreements, employee and contractor terms, and IP assigned to the entity that should own it — set up properly the first time.
Buying or selling a business, assets or shares. Due diligence, terms sheet, warranties, restraints and completion — with the risks priced into the contract rather than discovered after it.
Seed and later rounds, convertible instruments, subscription and shareholder documents, plus facility and security terms reviewed before you sign personally for anything.
Licensing, disclosure and compliance obligations: what actually applies to your business, what does not, and what to do about any gaps that exist.
Supply, service and distribution agreements drafted or reviewed — and when a contract goes wrong, a commercial view on whether fighting it is worth what it costs.
How it runs
Assets or shares, equity or debt, new entity or existing. The first decision changes everything downstream, so it is worth getting it right before documents start moving.
Either we review what is there — leases, employment terms, contracts, licences — or we draft what is missing, with a written list of what we found and what it means.
Wherever possible, documents negotiated with the other side directly, so you can keep running the business instead of arguing about clause 14.
Once the documents are signed, the conditions have to be satisfied. We run that process in accordance with your instructions, chase third parties, and keep you updated on where each one sits rather than letting the deal drift.
Transfers and registrations completed, and a short note afterwards on what you now need to keep on file.
Common questions
Should I buy the shares or the assets?
Assets are usually safer for a buyer because historic liabilities stay with the vendor. Shares can be better in some specific circumstances. It is worth a conversation before you sign a terms sheet, not after.
Do I really need a shareholders agreement?
If there is more than one shareholder in the business, it is usually recommended. It is the document that decides what happens when the relationship stops working — and it costs a fraction of the dispute it prevents.
What happens to the fee if the deal falls over part way through?
You pay for the work that was completed and nothing beyond. We scope transactions in stages — diligence, documents, completion — so a deal that stops at diligence is billed at diligence. We will also tell you when we think a deal is not worth continuing, before the next stage starts rather than after.