Plain English on transactions, drafting, and the structural choices that decide who wins.
Shareholders' agreements drafted at incorporation often no longer reflect the company within two or three years. New shareholders join, founder roles change, the company starts trading in different products or jurisdictions,
The drafting questions that matter for a general partnership are the same questions that matter for any joint commercial endeavour: what are we putting in, how do we share what comes out,
A partnership without a written agreement is governed by the Partnership Act 1890, which is a perfectly serviceable piece of nineteenth-century legislation that almost certainly does not reflect what you and your
An LLP agreement does two jobs at once. It governs the commercial relationship among the members and determines how profits are taxed in their hands. Get the second part wrong, and you
LLPs without a written members' agreement default to a set of statutory rules that almost no LLP would want. The default is equal profit shares, equal voting, no provisions for what
Joint ventures fail more often than they succeed, and the failures are almost always predictable from the agreement. A good joint venture agreement does not assume the parties will get on. It
Almost every founder dispute I have seen could have been prevented by a properly drafted shareholders' agreement and matching articles, agreed upon when everybody was still friends. The expensive part is
Company secretarial work has a reputation for being administrative and dull, which is why it is so often skipped. The cost of skipping it shows up later in due diligence. The moment
Bespoke articles are part of your corporate governance and are filed publicly, binding all present and future shareholders. They sit alongside the shareholders' agreement, which is private and binds only the
Many companies that instruct me are running on the model articles that came with incorporation, and most of them have outgrown those articles without realising it. The model articles are designed for