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
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
Selling your business or your company #1: What’s the difference?
When first speaking to company owners who are thinking of selling up, I am often surprised by how many of them have not thought about the many differences between a company sale (ie selling the shares in a company) and a business sale (ie a company selling its business and assets as a going concern). And even when speaking to quite savvy business owners or accountants and other professional advisors I am often surprised at how they have not appreciated some of the differences between these two types of deals.
So, in this series of Guides, I am going to explain lots of ways in which company sales and business sales are different, which you should ideally be aware of if you are a business owner who might ever want to sell (or buy) a business (or a company…).
Ways to deal with fallouts in deadlock companies
Some guidance as to other possible ways and strategies to help you resolve a deadlock, including how you can use the courts to help.
Shareholder fall-out – how a shareholders agreement can help to break through the resulting paralysis
This Guide explains various different ways in which a shareholders agreement might provide to break through any paralysis which could otherwise be caused by a fallout between the owners of a deadlock company.