At Gowen & Stevens the solicitors in our corporate and commercial law department are focused on resolving clients’ business issues and making sure they comply with the law. Our lawyers have the specialist knowledge and experience required to be able to provide expert advice that you can trust.

We act for new business start-ups, owner-managed businesses and SMEs based in Surrey and beyond and provide advice in a number of areas including:

  • Buying & selling a business
  • Mergers, acquisitions and disposals
  • Company formations & shareholder agreements
  • Commercial contracts

Buying & selling a business

Whilst possibly involving less time and cost than a "Disposal, Merger or Acquisition" the purchase or sale of a business is just as important a transaction to the individual or SME which may be considering the same for the first time.

Gowen & Stevens has experience of advising the Buyers and Sellers of many types of small business and can confidently guide you as to the decisions which will need to be made.

We can advise on the quickest route to achieve success. Our experienced lawyers will also be prepared to advise you to proceed no further if the transaction appears to be fundamentally flawed, saving you both time and money.

We will coordinate the business purchase or sale with the associated property and employment aspects of the transaction and ensure that the use to which the premises will be placed satisfies both the Lease (if applicable) and/or planning legislation.

Gowen & Stevens can offer introductions to the other professionals whom you may also need to instruct, including accountants, bankers, surveyors or valuers.

Mergers, acquisitions and disposals

Gowen & Stevens commercial department has acted for many companies and/or their shareholders in connection with merging, acquiring or disposing of trading and investment companies.

Almost without exception contemplating a disposal of a successful company may take many months to plan. Clear initial objectives tend to produce the most satisfying outcomes.

Many companies are family owned or controlled. Disposals may be to third parties; to a competitor or perhaps to existing management by way of a buyout. The resulting wealth can then be diversified into new investment opportunities.

Gowen & Stevens can introduce a potential seller to the full range of complimentary professionals who may need to be involved, eg accountants/actuaries./surveyors/bankers or valuers to ensure the company is marketed in the best possible manner and with accurate detailed information. We will advise on the documentation to be prepared, the limitations to be placed on warranties requested by the buyer and those matters which you should disclose to your buyer.

When acquiring a company the time spent on negotiating with the seller and the undertaking of the necessary due diligence will be crucial to enable you to formulate the price to be paid and how it is to be structured;

  • An outright purchase?
  • An earn out?
  • Cash or shares; or a combination?

All these questions will need careful evaluation. Gowen & Stevens can advise on the drafting of a Non-Disclosure Agreement behind which negotiations may be commenced.

Merging a company with another will require extremely careful planning. Is a merger in the best interest of each party? Should other courses of action be considered; perhaps a joint venture?

Speak to us early on with your thoughts and plans to ensure you make the right opening move.

Company formations & shareholder agreements

Gowen & Stevens company & commercial department has advised many clients on both the advantages and disadvantages to forming a limited company. As with many things in life, the formation of a company is a relatively simple task; it is how it is formed and the nature of the company that may make a crucial difference.

There are many questions that need to be answered:

  • What is the most appropriate type of company for the task to be undertaken?
  • If a company limited by shares is incorporated, who should hold the shares and how many?
  • Should they all be of the same class?
  • Who should act as directors? Will they be the same individuals as the shareholders?
  • Do those who are appointed as directors understand the obligations they are assuming?

Gowen & Stevens will guide you through these difficult questions providing you with the benefit of experience that we have gained over many years. We can advise you as to whether or not it would be advantageous for the shareholders to enter into a Shareholders Agreement.

Such an agreement may regulate voting rights and the transfer of shares or ensure there is an agreement on the major decisions a company will take. We can prepare such an agreement tailored to your requirements.

After discussion it may be that another form of structure is more beneficial to your particular circumstance. Our knowledge will ensure that you make the right decision.

Commercial contracts

A commercial contract is normally concerned with the rights and duties which arise from the supply of goods and services by way of trade.

In the circumstances it is almost inevitable that a business client will need to enter into a multitude of commercial contracts during their business life.

It is essential that such contracts are drafted with both care and clarity.

Commercial contracts may embrace Service Agreements or Distribution Agreements. They may also be Licensing Agreements or Franchise Agreements or even Joint Ventures - each providing a specific framework or function for you or within your business.

Gowen & Stevens can advise on the nature and content of any such document including:

  • How the risk is allocated
  • Which jurisdiction is most appropriate to the documentation
  • Which are the most appropriate sanctions when things go wrong
  • Do intellectual property considerations apply?

Other Matters

As a company & commercial department we have set out above in greater detail a small selection of the professional work which the department undertakes. We also have experience in dealing with many other types of company & commercial matters including:

  • Partnership agreements
  • Directors service contracts
  • Company formation
  • Inter-group transfers
  • The purchase and sale of professional practices for eg solicitors, dentists or doctors
  • Shareholders disputes
  • Partnership disputes