A number of my current clients comprise individuals or commercial businesses from or based overseas of the UK, wanting to set up a business presence in the UK, or buy into an existing UK business[1]. The business lines are diverse, and to date they have included tech or software companies, property developers, providers of specialist services, or portfolio investors.
Typically, they will have already carried out a certain amount of preliminary market due diligence, and some may even have identified a UK-based business partner to team up with.
Frequently, they approach Inarak Consultants[2], or make direct contact with me[3], to help them in one or both of two specific ways.
First, to assist them with their legal due diligence, in particular if the client’s objective is to buy into a UK business, and that may take the form of a shares acquisition, or an asset purchase, or a combination of the two.
Typically, a data room will be set up by the vendor (nowadays usually a virtual data room, or VDR), which will be populated chiefly with corporate and constitutional documents (for example, the vendor’s certificate of incorporation, its Memorandum and Articles of Association, and its various filings with Companies House), and the vendor’s key contracts with third parties.
There may also be other kinds of document to review and comment on, for example documents related to intellectual property, and the vendor’s accounts and other financial documentation.
The legal due diligence will play an important role in the context of vendor disclosure, and also vendor warranties and/or indemnities.
Secondly, the client may want to partner with one or more ‘UK-resident’ individuals or business entities, so my services may include the drafting and negotiation of a shareholder agreement, or a joint venture contract.
I may be required to advise with regard to the most appropriate shareholder structure, or it may be necessary to negotiate a certain kind of exit strategy, or a closed list of approved transactions as between the shareholders.
Often, I will need to advise the client on key matters of English contract law, in particular where the client is unfamiliar with the legal system in England.
In some instances, I may be approached to assist the client to identify a suitable ‘local’ partner, or a source of business finance (which could comprise debt or equity, or indeed a hybrid of the two).
On more rare occasions, I may be asked to assist my client with an on-going dispute which it has with a party resident in England and Wales.
I would be happy to take no-commitment enquiries from any reader who is possibly minded to do business or invest in the UK. My contact details are set out in this post.
This post is for information purposes only. It does not nor is it intended to comprise legal advice.
[1] Note, however, that I am an English solicitor, and my practice certificate permits me to advise and represent only with respect to the laws of England & Wales. Different laws and practice permits apply to matters in Scotland and Northern Ireland.
[2] Inarak Consultants Ltd is a legal consultancy incorporated in England, which provides non-reserved legal services to its clients.
[3] My office email address is allbless@inarakconsultants.com.
Emerging Markets Law and Business 