The current coronavirus lockdown has inevitably resulted in numerous transactions and commercial initiatives being put on hold or, worse, aborted.
This includes company and business acquisitions and sales and commercial arrangements which have all been impacted by the climate of uncertainty and the difficulties of valuation which flow from the pandemic. Businesses should nevertheless take the opportunity to plan for the future and use the time to “get their house in order”, so that when things get back on track they are well-placed to maximise their opportunities.
How to “get your house in order” ready for a corporate transaction
From a legal perspective there are a number of actions which will benefit the company, whether it is already in negotiations for a sale or inward investment, or even if nothing of that kind is currently envisaged. These include:
reviewing your key commercial contracts; dealing with any missing/undocumented arrangements, identifying key contractual risks and liabilities and developing standard documents to protect the business from these issues in the future;
dealing with, and ideally resolving, third party disputes and ensuring that all third party consents and necessary consents have been obtained and are documented – (if they are overlooked they can become deal-breakers in the context of sale negotiations resulting frequently in the sellers having to give wide indemnities to the purchaser to cover off the risks);
considering whether a corporate reorganisation or other change to the legal structure of the group or business would simplify any future transaction or deliver tax or management benefits;
ensuring that your statutory registers are up to date (and you know where they are) and that all Companies House filing requirements have been duly completed and are correct (for example, out of date charges may still be registered against the company at Companies House);
assembling complete and accurate details of company assets, contracts, employees, financial instruments and loan documentation, etc. so that these are readily available for the purposes of disclosure on a sale;
if the company is contemplating an acquisition, conducting detailed due diligence and reviewing the results of the due diligence process in good time so that the risks can be assessed and appropriate further queries raised.
The list of actions summarised above is not, of course, exhaustive, but is intended to give some ideas for positive planning during the current lockdown.
We’re here to help
We appreciate that it is a confusing and uncertain time, but we’re here to help. Our corporate and commercial lawyers are fully equipped to advise you on your rights and obligations in this most unusual situation. Our legal services are operating as normal, with all of our lawyers able to work safely from home.
Disclaimer: All legal information is correct at the time of publication but please be aware that laws may change over time. This article contains general legal information but should not be relied upon as legal advice. Please seek professional legal advice about your specific situation - contact us; we’d be delighted to help.
For almost three decades, Willans has advised a nationally renowned specialist in trade supply and home and commercial improvements. Here, in the first of a series of articles, we reflect…
We’re excited to announce our official partnership with Gloucester Rugby, which has been confirmed for the next three seasons. The partnership will include providing legal advice on commercial matters such…
The autumn budget has brought about a number of changes, some of which relate to inheritance tax and agricultural and business property relief, as well as employers’ national insurance contributions…
By clicking Accept you are agreeing to the use of all cookies which will allow us to provide you with the most relevant experience when visiting or re-visiting this website. This means that your personal preferences will be remembered when you use this website. You can change your consent or choose specific settings by clicking "Cookie Settings". By clicking "Reject All" we will not use any non-essential cookies. Essential cookies will still be used for the website to function properly. Please see our cookie policy and privacy notice for more information about how we process your personal data.
Our website uses cookies to improve your experience while you navigate through our website. Out of these cookies, the cookies that are categorised as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. We also use third-party cookies that help us analyse and understand how you use our website. These cookies will be stored in your browser only with your consent. You also have the option to opt-out of these cookies but it may affect your browsing experience on our website. You can find our cookie policy here.
Necessary cookies are absolutely essential for our website to function and enable core functionality such as security and accessibility. These cookies do not store any personal information. You can block these cookies by changing your browser settings, but this may affect how the website functions.
Functional cookies help to perform certain functionalities like sharing the content of the website on social media platforms, collect feedbacks, and other third-party features.
Cookie
Duration
Description
__cf_bm
30 minutes
This cookie, set by Cloudflare, is used to support Cloudflare Bot Management.
mgref
1 year
This cookie is set by Eventbrite to deliver content tailored to the end user's interests and improve content creation. It is also used for event-booking purposes.
yt-player-headers-readable
never
The yt-player-headers-readable cookie is used by YouTube to store user preferences related to video playback and interface, enhancing the user's viewing experience.
yt-remote-cast-installed
session
The yt-remote-cast-installed cookie is used to store the user's video player preferences using embedded YouTube video.
yt-remote-connected-devices
never
YouTube sets this cookie to store the user's video preferences using embedded YouTube videos.
yt-remote-device-id
never
YouTube sets this cookie to store the user's video preferences using embedded YouTube videos.
yt-remote-fast-check-period
session
The yt-remote-fast-check-period cookie is used by YouTube to store the user's video player preferences for embedded YouTube videos.
yt-remote-session-app
session
The yt-remote-session-app cookie is used by YouTube to store user preferences and information about the interface of the embedded YouTube video player.
yt-remote-session-name
session
The yt-remote-session-name cookie is used by YouTube to store the user's video player preferences using embedded YouTube video.
ytidb::LAST_RESULT_ENTRY_KEY
never
The cookie ytidb::LAST_RESULT_ENTRY_KEY is used by YouTube to store the last search result entry that was clicked by the user. This information is used to improve the user experience by providing more relevant search results in the future.
Performance cookies are used to understand and analyze the key performance indexes of the website which helps in delivering a better user experience for the visitors.
Analytical cookies are used to understand how visitors interact with the website. These cookies help provide information on metrics the number of visitors, bounce rate, traffic source, etc.
Cookie
Duration
Description
_ga
2 years
The _ga cookie, installed by Google Analytics, calculates visitor, session and campaign data and also keeps track of site usage for the site's analytics report. The cookie stores information anonymously and assigns a randomly generated number to recognize unique visitors.
_gat
1 minute
This cookie is installed by Google Universal Analytics to restrain request rate and thus limit the collection of data on high traffic sites.
_gid
1 day
Installed by Google Analytics, _gid cookie stores information on how visitors use a website, while also creating an analytics report of the website's performance. Some of the data that are collected include the number of visitors, their source, and the pages they visit anonymously.
_s
1 year
This cookie is associated with Shopify's analytics suite.
G
1 year
Cookie used to facilitate the translation into the preferred language of the visitor.
vuid
2 years
Vimeo installs this cookie to collect tracking information by setting a unique ID to embed videos to the website.
Advertisement cookies are used to provide visitors with relevant ads and marketing campaigns. These cookies track visitors across websites and collect information to provide customized ads.
Cookie
Duration
Description
VISITOR_INFO1_LIVE
6 months
YouTube sets this cookie to measure bandwidth, determining whether the user gets the new or old player interface.
VISITOR_PRIVACY_METADATA
6 months
YouTube sets this cookie to store the user's cookie consent state for the current domain.
YSC
session
Youtube sets this cookie to track the views of embedded videos on Youtube pages.