Corporate Advice & Litigation

Our solicitors and American attorneys have extensive experience doing corporate deals, many of them involving US-UK transactions where we operate regularly. We have helped start-ups, small companies and large firms with mergers, acquisitions, licensing, joint venture and partnership agreements covering a broad swath of industries. Having built our own business, we understand what it’s like, and are excited to help other firms meet their challenges and thrive.

Our founding partner, Dr. Ann Olivarius, trained as an investment banker and was head of the corporate department in Shearman & Sterling’s Washington, D.C. office, where she advised the Government of Mexico about NAFTA. She also advised Dan Case, CEO of Hambrecht & Quist, about its $1.35 billion acquisition by Chase in 1999. Other lawyers have worked for major firms, doing both corporate transactions and litigation.

Our team is highly skilled in both fighting and resolving civil and commercial disputes, using negotiation, mediation, arbitration, and litigation. We are resolute, efficient and determined.

Types of work

We can arrange the formation of all corporate entities, advise you on which is most appropriate for your business needs, and then assist you by preparing the documents you will need to operate, for example standard terms and conditions, service contracts and non-disclosure agreements.

We can advise you on redundancy and TUPE transfers, and provide employment contracts, consultancy agreements, disciplinary and grievance policies, and staff handbooks.

We can help you protect your intellectual property, including the enforcement, assignment and licensing of your intellectual property rights.  We can also provide website terms and conditions and advise you on key issues relating to your online presence.

Our team has drafted policy wordings and negotiated claims handling and cover holder agreements between underwriters and third parties.

We offer specialist advice on enforcement of contractual rights over a full range of industry sectors; we advise on all the available remedies including injunctions and damages.

Our team advises companies, directors and shareholders on enforcing their respective rights and obligations at common law and under statute. These include claims for breach of director’s fiduciary duties and enforcement of shareholder’s rights.

We can provide a cost effective service, whether seeking a money judgment or using insolvency process to achieve a good outcome.

Our team is experienced in bringing claims for compensation against lawyers, accountants, surveyors and other professionals.

We handle all kinds of disputes concerned with property, including property damage, nuisance, title and boundary issues.

We have extensive experience in dealing with disputes between commercial landlords and tenants. Whether the issue relates to rent, dilapidations, repossession, renewal or rent review, we can provide you with legal advice.

We advise on rights against insurers and financial professionals, including complaints to the relevant Ombudsman.

We are experienced in advising clients on their liabilities under security documents.

We advise on all issues arising from infringement of the statutory framework in these areas.

Recent examples

We negotiated a shareholder’s agreement making the seller a minority shareholder in the UK firm, with an unusual automatic buy-out provision based on the performance of the acquired business.

It wanted to make sure that American and British laws about corrupt practices and bribery would permit this.  We did a comprehensive corrupt practices assessment, which included drafting internal compliance guidelines for their executives and supervising their training.

Other investors in the deal had structured it so that they had almost all of the upside if the theatre prospered and he had almost all of the risk if it lost money, and he was unhappy that his lawyers had allowed things to get out of hand.  He hired us and we quickly restructured the deal, redrafting all the agreements to make them fairer to our client and reaching a quick closing, at a quarter of the price of the other firms involved.  The theatre, and our client, have prospered.

We advised him on how to implement a smarter corporate structure that would make his firm more attractive to investors.

We advised the distributor about its legal rights under its existing contract, which were poor, and on how to protect itself.

We argued on the company’s behalf that its former solicitors had not adequately advised the company about the potential commercial risks inherent in the choice of wording used in the legal agreement. As events turned out, those risks became a reality. A common feature of this kind of ‘lost opportunity’ case is the requirement to prove loss by showing how things might have been different, had the solicitors given the correct advice. After proceedings, mediation followed and the majority of the claim and legal costs were paid by the solicitors’ insurers.

At the heart of this case was the question of whose standard terms and conditions of business applied to the contract between the parties. Our client’s terms included the usual provision excluding its liability for consequential loss such as loss of profit, business goodwill, etc, in the event that any of the books were defective.  Our client had stressed its reliance on these terms repeatedly in the pre-contract discussions. We advised that its terms prevailed. After proceedings were started in the High Court, negotiations led to a settlement under which the customer paid most of the claim.

The director attempted to defend the claim, which was for many thousands of pounds, on the basis that the company owed him consultancy fees of at least the amount misappropriated, for his time spent unpaid on the company’s business.  The company began proceedings and obtained judgment against the director. The company argued that the defence was trumped up and was so unlikely to succeed at trial, that the director should not be given the opportunity to continue his case, which the court accepted. In that way the company avoided the delay and legal costs of lengthy proceedings.

Business tenants have extensive rights against their landlords, all with the object of preserving the value of the tenant’s business. Our client, the tenant, has challenged the landlord’s claim to possession based on the landlord’s intention to redevelop the site. The issues for the Court to consider concern the likelihood of the landlord obtaining planning consent, and the viability of the proposed development scheme. The case continues.

We negotiated with the company, then prepared a lawsuit when they refused to budge and basically dared our client to sue them because it would be time-consuming and costly, whatever the merits of his case.  We stuck at it, got close to filing, and they substantially increased their offer.

In just a few days, we figured out the terms that really mattered to our client and got the British company to agree to all of the changes he needed.  They are now working together very successfully.

We negotiated an advanced prenuptial agreement for her, and have done so for other British, American, and transatlantic couples.

We represented him in the negotiation, which involved a complex structure of offshore and domestic companies and partnerships, designing a favourable position for him, with accelerated equity growth and creative exit strategies and protections.