Corporate & Commercial LAw
Corporate & Commercial Law
J.D Scanlon & Co. LLP has acted for large and small corporate clients, advising them in relation to commercial contracts and agreements.
Our practice has substantial experience advising corporate and individuals in relation to their corporate responsibilities under the Companies Act 2014 and associated legislation.
Our experienced team is here to advise on all of your Corporate and Commercial Law needs which may include :
- Shareholder Agreements
- Partnership Agreements
- Drafting and reviewing of corporate documentation
- Share Purchases / Sales
- Assets Purchases /Sales
Share Purchase / Share Sale
At J.D Scanlon & Co LLP, we are experienced in advising corporate clients regarding the purchase and sale of companies by way of a share or asset purchase. We would be delighted to meet with you to discuss the process involved in such a transaction.
We will advise you in relation to the due diligence process to ensure that you are fully aware of the risks associated with the purchase / sale of the business in question.
Recent examples of work that we have carried out include the sale of 50% of a business to a multinational company.
The deal involved the negotiation of a share purchase agreement, option agreements, consultancy agreements for work-out by employees, advice on TUPE and all property and banking aspects of the deal.
Shareholders Agreements
Parties enter into a shareholders’ agreement to provide for how certain important matters relating to the company, such as the conduct of its business will be dealt with and to afford certain protections to shareholders.
Shareholders agreements are also drawn up when a party makes an investment in a company. We can advise you on such agreements and the various types of clauses that may be included.
- Who is responsible for the day to day running of the company?
- What entitlement do the shareholders have to appoint directors to the board?
- What happens if there is a dispute between the shareholders?
- How can one shareholder buy out the shares of the other(s)?
- What happens if a shareholder wishes to exit?
- If a shareholder dies what happens to his/her shares?
Partnership Agreements
Many people go into business with a friend or a family member and because they know each other for so long, they do not anticipate that problems could arise.
The Irish Courts are full of cases where it was thought problems would never arise. Partnership agreements should be completed at the outset of any business and they can often be completed very quickly.
The main benefit of a Partnership Agreement is that you will then have a document that clearly sets out everybody’s rights and duties and hopefully can be used to deal with any disputes that arise.
- Describe the exact nature of the business and who the partners are.
- How long is the partnership to last?
- Set out details concerning any capital introduced to the partnership and whether or not this results in a specific division of profits.
- Set out specifically how profits and losses are to be dealt with by the partners and how drawings are to be dealt with.
- The agreement should set out when the partners should meet and how decisions are arrived at. Voting is therefore critical and a decision has to be made particularly concerning a casting vote.
- How many holidays can be taken and how are absences to be treated
- Partnership property should be set out with particular emphasis on what is to happen to partnership property if for any reason the partnership comes to an end.
- Accounts and records have to be kept and the person responsible for keeping the accounts and records should be named.
- There should be provision for expulsion of a partner who is in breach of serious aspects of the agreement.
- Specific provision should be made to allow partners retire either voluntarily or through ill health.
- Termination provisions should be incorporated. It should be noted that a Partnership Agreement is normally prepared where two or more people are doing business together and have not formed a limited liability company. If they have formed a limited liability company then a shareholder’s agreement should be completed.
Please Note whilst every care has been taken with the accuracy of the above, this guide has been prepared for information purposes only and should not be regarded as a definitive legal document.