Areas of Law

Every company is subject to Corporate Law and the consequences of non-compliance emanate from various legislation. It encompasses the formation, operation, management, dissolution, and company-related transactions. RKM Law provides comprehensive corporate law services designed to meet the requirements of different types of businesses, whether start-ups, SMEs, or multinational corporations. The law affecting companies varies from jurisdiction to jurisdiction. In the dynamic world of business, commercial law and corporate law are often used interchangeably to govern different aspects of business operations and can be interlinked in disputes and claims.

We assist start-ups, entrepreneur, investors in choosing the appropriate legal structure. A business may take different structure, including but not limited to, private limited company, public limited company, subsidiaries of parent company etc). Each structure comes with different rules and legal procedures along with different levels of taxation or reporting requirements. In the UK a private limited company is very common while other structures depend on the type of business.

In doing so, RKM is engaged in drafting, filing articles of association and memorandum of association subject to the specific structure. Sophisticated start-ups, investors or entrepreneur often instruct their account to deal with the above, but lawyers are best placed to advise on the compliance and regulatory requirements.

RKM Law advises on director’s duties and responsibilities under the company law, establishing effective board structures and governance frameworks. There is a wide-ranging legislations and regulations to comply with and any failure may lead to serious offence or fines.

When a company is set up, there are several legal documents that must be drafted in line with the company’s objectives and interests. RKM Law can draft all the required documents and act as a retainer for the business on a long-term basis to ensure that all contracts and documents are compliant.

Examples of key legal documents that are relevant to the line of business and objectives are:

• Shareholders Agreement
• Joint Venture Agreement
• Director’s Service or Employment Agreement
• Company Internal Policies
• Compliance and Good Governance Policies

RKM Law can assist businesses in establishing strong governance and compliance frameworks by advising on best practices, e.g., board structure, decision-making, and accountability. It is mandatory for companies to comply to the relevant legislation, including but not limited to Companies Act 2006, UK Corporate Governance Code and similar. Having our team working alongside your business will ensure a comprehensive compliance framework.

Whether it is a company, a partnership, or a joint venture, there is always one or more parties who eventually decide to exit the business. Depending on the nature of that party’s stake in the business or the express terms of their respective agreements, there is always room for negotiation of a better and smoother exit strategy. This involves exploring all available options and implications to allow negotiation to take place for fairer terms and, where possible, a lump sum as well.

On the flip side, there are often disputes among stakeholders in various ways. RKM Law offers a comprehensive dispute resolution service ranging from negotiation and mediation through to litigation. The main types of legal disputes are as follows:

• Creditors are chasing the company to pay its debts. Where such debts are not managed, paid, or deferred, it can lead to the winding up of the company.
• Conflict between shareholders’: such conflicts can disrupt business operations and harm the company’s value.
• Minority Shareholder’s Claim: Minority shareholders have specific rights and protections under UK legislation to address grievances and ensure fair treatment within a company. They can make an Unfair Prejudice Claim, take Derivative Actions or petition for Just and Equitable Winding Up.
• Claims against Directors: It is very common for directors to be sued for breach of their statutory duties, misappropriations, or other allegations.

At some point in the life of a business, shareholders or owners may decide to merge with or acquire other businesses for various commercial reasons, like a bigger market, better manpower, or to compete in the market. This is often referred to as Mergers and Acquisitions (M&A). RKM Law advises on the process, carries out due diligence exercises to assess legal risks and liabilities, negotiates, drafts a sale and purchase agreement, and ensures compliance with regulatory bodies.

In short, the main aspects of acquisitions involve the following:

• Warranties and indemnities;
• General and Specific Disclosures;
• Constraints on disclosures like confidentiality, data protection, and legal professional privileges
• Issues where disclosed information cannot be verified or turned out to be untrue;
• Refusal to disclose relevant documents;
• Completion of the M&A
• Post-M&A integration and board set-up
• Transitional period
• TUPE
• Outstanding legal claims affecting the financial position or reputation.

RKM Law is adequately skilled and experienced to represent you in corporate matters, and we are supported by a very strong network of different experts. While adopting a client-focused approach, we take time to understand your business and objectives before providing you with tailored legal solutions that align with your objectives. Businesses must weigh the cost of litigation against risks, but surely, we can handle your legal issues and ensure that you operate safely and diligently, thereby avoiding any potential legal pitfall.