OnHand Counsel Guides Index
Shareholder arrangements and joint ventures: Read this and tell me you don’t need a shareholders agreement Explains the default position where you don’t have a shareholders agreement or tailored Articles of Association for your company. Is your shareholders agreement fit for purpose? A short introduction as to why you might need a shareholders... Read More
Share sale or business sale? How the price works
Some of the differences between how the purchase price is calculated and set out in share sale contracts and business sale contracts.
Share sale or business sale? 6: how to deal with business contracts
This Guide explains a bit further some of the problems that come with trying to transfer your business contracts, and gives some guidance on how they need to be dealt with in a business sale as opposed to a share sale.
Share sale or business sale? 5: Getting your ducks in order – How to properly transfer different types of asset in a business sale
How to draft a business sale agreement so that the various different types of assets which the buyer has agreed to buy from the selling company end up being properly transferred
Advice for sincerely deluded directors and others
As Flanders and Swann once sang (or at least Flanders once said), ‘always be sincere – whether you mean it or not’.
But things are even more complicated nowadays in the world of corporate law and directors’ duties, and this recent case shows that it is not enough to be sincere even if you mean it if you are actually deluded in thinking you are being honest. Or something like that.
Share sale or business sale? 4: What liabilities is the buyer taking on?
This fourth Guide in my series about the differences between share sales and business sales focusses on some of the things to think about based on what liabilities the buyer might be taking over as part of the sale.
Share sale or business sale? 3: What are you trying to sell?
Differences between share and business sales #3: What are you actually trying to sell (ie what are you selling and how do you transfer it?)
Loyalty isn’t what it used to be
Are company directors allowed to plan to go off and compete? Is it disloyal to plan to get into bed with someone else?
Share sale or business sale #2: Who or what is selling?
Do you know the differences between a share sale and a business sale? This Guide focusses on some of the things to think about based on who or what is doing the selling.
The importance of careful drafting – discounting employee shareholders
October 2024 Rating system: Reading time (1-10 minutes): 7ish Sophistication level (1 (idiot) – 10 (expert)): 6 Entertainment value (1 (turgid) – 10 (side-splitting)): 6? As well as my series of Guides on areas such as share sales, joint ventures and shareholder investments and arrangements, I also do the occasional article which I put in... Read More