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When entering into a merger, you will face merger due diligence. It's exposing your business, the good and bad, so be prepared. We explain how...

Buying an established business can feel like a safer option than starting from scratch but it has risks that are not always obvious. Let us explain....

Since taking office in July 2024, Labour has repeatedly stressed its intention to “reset” the UK’s growth model. After the release of the Budget this November, many businesses are still asking a simple question: what has actually changed?

Enterprise Management Incentive (EMI) options are one of the few tax-efficient ways for early-stage businesses to reward key people without draining precious cash. They also help you keep good hires during the years when you are building something from the ground up. The difficulty is that EMI rules are technical and a single mistake can remove the tax advantages completely and permanently.  (With that said, we at JPP Law have had experience of negotiating with HMRC and have had leniency…

When you sell a business, there is usually one point that takes the longest to agree: the price. You may have strong views about what the business is worth. The buyer may be looking at past performance and wanting protection if the projections don’t materialise. An earn-out is often the middle ground. You receive part of the price at completion and the rest if the business performs in the way both sides agree. Earn-outs are common in UK share sales,…

When you launch a company, every share matters. The people who hold those shares have a say in how your business grows, who comes on board, and what direction it takes. That’s why many founders include a right of first refusal clause in their shareholders’ agreement or Articles of Association. It’s a practical way to keep control of your ownership structure as the company develops and attracts new investors. This article explains what the right of first refusal clause means,…

When you start a business relationship, whether with a customer, supplier, or partner, you rely on shared expectations. Those expectations should not be based on memory or trust alone. They need to be written down in clear, precise terms. Having clearly defined business terms and carefully drafted terms and conditions (T&Cs) sets the foundation for a professional relationship and protects you if things go wrong. Many small businesses simply copy online templates, treating their T&Cs as an afterthought. But if…

When you reach the stage of attracting outside investment, you will almost always go through an investor due diligence process. It’s the point where potential investors look closely at your business before deciding whether to invest. How you prepare for investor due diligence can make a big difference to the speed of the deal, your negotiation power, and even the value they place on your company. This article explains what investors look for, what information you should prepare, and how…

Your company’s Articles of Association are its internal rulebook. They set out how directors make decisions, how shares can be issued or transferred, and what rights shareholders have.  In most cases, it’s best not to amend your Articles unless there is a clear legal or practical reason to do so. The Articles are intended to provide long-term stability and certainty for the company and its shareholders, and frequent changes can lead to confusion or inconsistency. We tend to advise clients…

When you set up a limited company in the UK, two key documents govern how it operates: the Articles of Association and the Shareholders’ Agreement. These documents often address similar topics but serve different purposes. The Articles of Association provide a stable constitutional framework, while your Shareholders’ Agreement can be used to cover detailed or changeable matters such as decision-making, share transfers, or exit arrangements. Below, we explain the difference between them and how they work together. What Are Articles…