UK and Ireland Corporate Lawyers
Guiding the Critical Decisions Behind Your Company
Running or scaling a company involves a wide array of vital legal considerations. At Jamieson Law, our corporate solicitors work closely with business owners and leadership teams to manage risk, support growth and make sure every legal base is covered. From governance structures to shareholder rights, we’ll guide you through complex decisions with clarity and care.
We support companies at every stage of their lifecycle. Whether you’re setting up a new business, entering a joint venture, managing investor relationships or preparing for acquisition, our team provides practical legal advice that’s tailored to your goals. Our focus is on delivering commercially sound solutions that allow you to move forward with confidence.
We also act as an ongoing legal partner, offering flexible, on-demand support for internal restructures, share option schemes, board changes, exit planning and more. You’ll always know exactly who to call and what your next steps should be.
Let us simplify the legal issues of running a business. Talk to our team about how we can support your company.
Mergers and Acquisitions
Whether you are looking to expand by acquiring another business or planning to sell your own, our team can guide you through every step of the process. We can provide detailed due diligence, draft and negotiate your sale agreements, thereby facilitating a smooth transaction.
Buying or selling a company is rarely just about the final contract. The process usually unfolds in stages, starting with early discussions and confidentiality agreements, moving through heads of terms, detailed due diligence and, finally, negotiation of the main transaction documents and any post-completion arrangements.
On the buy side, key questions often include:
- Whether to acquire shares in the company or selected assets and contracts
- How the price will be structured, for example, with earn-outs or deferred elements
- What level of protection is needed through warranties, indemnities and conditions
On the sell side, owners typically focus on:
- Presenting clear, organised information to potential buyers
- Managing warranty and indemnity exposure, including any limits on claims
- Planning for matters such as handover, ongoing involvement and restrictive covenants
Regulatory, employment, property, and intellectual property issues can all feed into a deal’s overall risk profile. Early planning helps identify where approvals may be needed, which contracts might require consent to transfer and how best to handle key staff and customers during the transition. Approaching mergers and acquisitions as a structured project, rather than a single signing event, makes it easier to keep momentum while still managing risk carefully.
Partnership Agreements
Entering a business partnership requires clear, legally binding agreements to define each partner’s role, responsibilities, and share of profits. We draft partnership agreements that set the foundation for a successful business relationship.
A partnership agreement is essentially the rulebook for working together. Without one, you fall back on default legal provisions that may not reflect what you actually intended, particularly around decision-making, profit sharing and what happens if a partner wants to leave.
A well-structured agreement can clarify:
- Decision-making: which matters each partner can decide alone, which require a majority, and which need unanimous consent
- Capital and profit: how much each partner contributes, how profits and losses are shared and how drawings are managed
- Roles and time commitment: whether all partners are expected to contribute equally, or whether some are “sleeping” or part-time partners
- Changes in the partnership: what happens if a partner retires, dies, becomes ill or wishes to sell their interest
- Restrictions: whether departing partners can immediately set up in competition or approach key clients and staff
Joint Venture Agreements
When collaborating with another business, a well-structured joint venture agreement is essential. Our team will help you outline the terms of your joint venture, including contributions, management and profit-sharing.
Joint ventures can take many forms, from a simple contractual collaboration on a single project through to a jointly owned company set up for a long-term venture. Whatever the structure, clarity around expectations at the outset is key.
A joint venture agreement typically deals with:
- Objectives and scope: What the venture will do, which markets it will target, and what sits outside its remit
- Contributions: Who is providing funding, staff, IP, technology, premises or other resources, and how those inputs are valued
- Governance: How decisions are made, who sits on any joint board or steering group and how deadlock will be resolved
- Use of IP and branding: What rights the joint venture has to use each party’s intellectual property, and what happens to new IP created together
- Financial arrangements: How profits will be shared, how losses will be borne and how additional funding will be handled
- Exit routes: How and when the venture can be wound up, and what happens if one party wishes to leave earlier than planned
Because joint ventures bring together different cultures, systems and risk appetites, investing time in the agreement helps reduce friction later. It also provides a roadmap if circumstances change, making it easier to adjust or bring the arrangement to a close without damaging the underlying commercial relationship.
Heads of Terms
Well-drafted heads of terms can provide a preliminary framework and outline the key terms of the proposed transaction. This helps align expectations and pave the way for a smoother negotiation and completion process.
Heads of terms, term sheets or memoranda of understanding are often the first written expression of a deal. They do not usually replace the need for full legal documents, but they can save time and money by flushing out areas of disagreement early and providing everyone with a clear commercial roadmap.
They commonly cover:
- The parties involved and the structure of the deal
- The headline price or valuation, and how it will be paid
- Any conditions, such as finance, due diligence or board approvals
- Key responsibilities on each side, for example, in relation to transition support
- Timetable milestones and target completion dates
Most heads of terms are intended to be largely non-binding, with only certain elements, such as confidentiality, exclusivity or costs, given legal effect. Making that distinction explicit avoids confusion about whether a party is already legally committed or still free to walk away.
Articles of Association
The articles of association are crucial for defining the rules and regulations that govern your company’s operations. We’ll draft and review your articles to ensure they’re compliant and support your company’s objectives and governance.
Articles are central to your company’s constitution. They set out how decisions are made, the powers of the directors, how shares can be issued or transferred, and the rights attached to different classes of shares. Standard “model” articles are a starting point, but they rarely reflect the nuances of a particular business or shareholder group.
Tailored articles can, for example:
- Specify which matters must go to shareholders and which can be decided by the board
- Create different classes of shares with distinct voting, dividend or exit rights
- Set clearer rules around pre-emption rights when new shares are issued, or existing shares are sold
- Provide mechanisms for resolving deadlock where key decisions require agreement from more than one group
- Align with any shareholder agreement so that the two documents work together rather than pulling in different directions
Shareholder Agreements
Balancing the interests of shareholders and the business owner is crucial for sustainable, positive business growth. We draft agreements that clearly define the rights and responsibilities of all parties.
Where the articles of association set the public framework for the company, a shareholder agreement adds a private layer of detail about how the owners want to work together. It can be especially valuable when minority shareholders, founding teams, investor groups, or family members are involved.
A well-designed shareholder agreement can:
- Define which decisions need enhanced approval thresholds, such as issuing new shares, taking on significant debt or changing the nature of the business
- Clarify who can appoint or remove directors and how the board will be composed
- Establish dividend policies so everyone understands how profits are likely to be used or distributed
- Regulate how and when shares can be sold, including pre-emption rights, drag-along and tag-along provisions
- Deal with events such as death, serious illness or the departure of a key shareholder, including how their shares will be valued and acquired
Due Diligence
Conducting due diligence is important when entering any major business transaction. The Jamieson Law team will review all legal documents and other critical information to identify potential risks, providing you with the information you need to make informed decisions.
Due diligence is essentially a structured “health check” on a business or asset before you commit. It is not about finding reasons to walk away at all costs, but about understanding what you are buying, where the risks lie and how those risks can be managed in the negotiations.
Legal due diligence often looks at:
- Company structure and constitutional documents
- Key commercial contracts with customers, suppliers and partners
- Property arrangements, such as leases or licences to occupy
- Employment terms, policies and any ongoing HR issues
- Intellectual property ownership and licences
- Data protection compliance and regulatory matters
- Existing disputes, complaints or investigations
Trusted Legal Partner for Businesses in the UK & Ireland
Contact our team at Jamieson Law for a trusted legal partner in corporate law. Reach us at our UK offices at +44 330 058 9346, or at our Ireland offices on +353 1 270 7912.