When appointing a new supplier there is often a dilemma over the issue of confidentiality. How do you strike the balance between sharing enough information to obtain the best deal without jeopardising confidential business information? It is imperative that business owners treat their confidential information with the utmost importance when appointing new suppliers. For example, sharing designs and recipes with other businesses can be risky if the process is not managed carefully with appropriate legal safeguards. How to mitigate the risks of a confidentiality leak Counterfeiters and copycats often obtain information via the existing supply chain, so one of your…

While the Employee Share Scheme, also known as EMI (Enterprise Management Incentive) schemes are well known for tax benefits for both companies and employees, there are EMI scheme rules that every business should fully understand to remain compliant. EMI legislation has been updated and companies should take legal advice to ensure their circumstances comply with current EMI scheme rules and legislation. The Employee Share Scheme has benefits for both employers and employees As explained in our previous article, What are EMI Schemes?, the Employee Share Scheme is an excellent way for companies and their employees to receive certain tax reliefs,…

A shareholders agreement is a vital element of any arrangement that involves bringing shareholders into a business. As a legal document that outlines the rights, responsibilities and obligations of shareholders and the company, it is a mutually beneficial agreement protecting the business and the shareholders. It sets out the rules regarding the control of important decisions by the shareholders, the transfer of shares, non-compete obligations, confidentiality clauses and dispute resolution. At JPP Law we only provide bespoke shareholders agreements, but we understand why startups opt for the cheaper solution of a shareholders agreement template. In our view a good template,…

Driven by innovation and technology, with accessible talent, expertise and funding, the UK has become an attractive destination for Fintech. Expanding rapidly since the early 2010s, the UK Fintech sector has become home to some of the largest and well-known companies in the world. Now, in terms of investment per capita, the UK is second only to Singapore on the world stage, accounting for 50% of venture capital in Fintech.   As of 2023, there are more than 1,600 Fintech firms based in the UK and this is expected to double by 2030. However, this growth has not come without…

If you’re buying or selling a company, there are two main routes to consider – an asset sale or a share sale. Each comes with its own advantages and downsides. In this article, we’re going to look at both, as well as the legal implications, so you can assess which is best for your needs. When assessing the strengths and weaknesses of an asset sale vs share sale, it’s important to understand the basics. As the name implies, an asset sale involves the purchase of some or all the assets of the company, including property, equipment and intellectual property; the…

The UK is undoubtedly a good place to launch innovative technology. The UK has a goal to transform into a tech superpower by 2030 and is developing international partnerships across academia, government and industry to make this happen.  The UK is already ranked fourth in the Global Innovation Index for 2022 and ranked 12th in the 2022 Network Readiness Index, and it is renowned for a thriving tech ecosystem.   The “Flip Up”  This is why the UK has become an attractive option for foreign based tech startups to move their business to the UK via a “flip up”.  Flipping…

While some business transactions are quick and simple, many involve protracted negotiations as you shop around for the best provider of goods or services and negotiate hard to get the best terms and conditions. Some businesses in your supply chain may have a formal process for purchase orders and contract execution, while things may be more relaxed with smaller companies or ones where you have a longstanding relationship. Perhaps some of your supply chain have introduced electronic signatures and you are wondering if they are legally valid or if you are required to sign in that way. It is important…

As a business owner preparing for a joint venture, you and your potential partner will need to decide how best to structure the business arrangement so that it provides the best platform for your mutual objectives. Several factors will influence your choice of legal structure for the deal, including the scope of the project, its likely duration, the level of risk, taxation and funding, as well as your respective negotiating positions. The decision whether or not to incorporate should be made very carefully. Key options The key choice will be whether or not to set up a new limited company…

In the UK, convertible loan notes have become a popular option for startups and early stage companies looking to raise finance. These are financial instruments that allow investors to lend money to a company in return for the option to convert that loan into equity at a later date.  When an investor buys a convertible loan note, they are, in essence, lending money to the business, but when certain conditions are met, that money can then be converted to equity or shares. Typically, this conversion occurs when the company satisfies certain conditions, such as a new funding round or an…

It’s not uncommon for a firm’s management or ownership to change during its life as a natural part of the company’s growth and development. Two of the ways this can happen is through a management buy-in (MBI) or a management buyout (MBO). A management buy-in, or MBI, refers to the process in which an external party purchases a significant share or the entire company from its current owners. In many cases, this will mean replacing the existing management team with one of their own. On the other hand, a management buyout is a corporate finance transaction in which the existing…