Electronic signatures: 5 pitfalls to avoid

Not too long ago (at least the older members of our team like to think so) completions were a distinctly physical affair; rooms full of paper that the signatories would ceremonially parade around, signatures provided where instructed by their lawyer, and swiftly inspected by the counterparty’s lawyer to check all were true “wet ink” originals….

MACs and more – 4 M&A trends through lockdown

  While the On Target editing desk has been quiet in the last few months, our clients haven’t been, and the M&A market has bounced back remarkably since autumn 2020. In this edition, as we look ahead to a year of resumed activity, we share a few COVID-19 triggered transaction issues, M&A trends and legal…

The new Corporate Insolvency and Governance Act 2020: 10 of your questions answered

There has been much focus in the corporate and insolvency world on the Corporate Insolvency and Governance Act (the “Act”) which made its way through the UK legislative process at breakneck speed and entered into force on 26 June 2020. The Act introduces both permanent, ground-breaking reforms to corporate insolvency law, including the introduction of…

“Knock, knock” – how to approach negotiations with your lender: 5 top tips

Our previous article covered aspects of a company’s third-party credit facilities that could cause concern in light of the hardships caused by COVID-19. In this piece we provide practical tips on how a borrower might approach discussions with third party lenders to refinance or adjust the terms of its facilities 1. Engage early and decisively…

5 typical concerns of cash-strapped borrowers

Welcome to the second article in a series of three. The previous article in the series covered the key grounds on which directors of cash-strapped companies could be held liable for their or the company’s acts, and in this piece we focus on five aspects of a company’s third party credit facilities (term loans, revolving…

Directors of cash-squeezed and distressed companies – 5 liability points to note

  We recently published an article that covered dealings between directors and their companies, and concluded with a reference to acts that can be challenged in the unlikely event of administration or other insolvency process. How quickly circumstances change; two months later, even the healthiest of businesses are preserving cash and those ‘unlikely’ events are…

Director dealings – 5 flashpoints

Last month’s Quick read summarised upcoming Companies House transparency reforms. This month, we continue on the topic of accountability and transparency, highlighting arrangements and dealings between a company and its director that would breach English company law, whether undertaken knowingly, or not. In situations where the directors and majority shareholders approve of the relevant arrangement,…

Drawing back the veil: A summary of upcoming Companies House transparency reforms

The UK’s registrar of companies, Companies House, is undergoing a transformation. While transparency and ease of doing business have always underpinned UK policy, Companies House is now addressing growing concerns that the UK’s framework is open to misuse. The main areas of focus are: accuracy of information held at Companies House; abuse of personal publicly…

Setting off in the right direction: 5 considerations for your SPA set-off clause

  Deferred consideration and earn-outs are commonplace in today’s M&A market, helping bridge valuation gaps and smooth cash demands on buyers (see also our previous articles in April 2017 and June 2018). But when the day comes to make the deferred or earn-out payment, no buyer wants to pay further purchase price if a warranty…

Helping employees into the equity? 5 tax points to watch out for

  Tax advantaged share option schemes, such as the Enterprise Management Incentive (EMI) scheme, were introduced to minimise the tax costs of employee equity participation, but may not always be available (e.g. because the company is under the control of an investment fund). There are few better ways of incentivising employees in the long terms…