Erin Duffy – I had never been an Executor of a Will before, let alone one that was being contested. That was when I was introduced to Erin. I was nervous that I wouldn’t understand all the legalities and that I would be out of my depth but Erin was so kind, patient and understanding. She explained all possible outcomes from the start and answered any questions or concerns I had. Her correspondence to the other solicitor was exceptional and displayed her extensive knowledge and professionalism – something that couldn’t be said for the opposing solicitor ! Overall, I have been very satisfied with the service I have received and wouldn’t hesitate to recommend Erin or Palmers in general, in the future.
Do you need Company Commercial and Banking and Finance advice for your business? How our joined-up services can help
Running a business is not always smooth sailing and commercial, banking and finance issues are often bound to arise. However, you will rarely find that these matters sit neatly in one legal sector.
Commercial matters are often tied to financial risks and our joined-up service between our Company Commercial and Banking and Finance Law departments is here to help.
Our team works under one umbrella to provide seamless and practical advice that supports businesses at every stage.
We can advise you on matters ranging from funding rounds and supplier agreements to personal guarantees and lending arrangements.
How do our joined-up services work?
Rather than having two separate workstreams, our Company Commercial and Banking and Finance solicitors work closely together from the outset.
Whether you are negotiating a contract, acquiring a business, entering a funding round or refinancing existing facilities, the legalities and financial implications of the deal will be considered.
Our combined services include:
- Drafting and negotiating commercial contracts
- Due diligence when entering new suppliers, clients, acquisitions and financing agreements
- Advice on financing obligations
- Support with contract renewals or restructurings
- Dispute resolution when issues arise
How can our teams help you?
For brokers
Our Company Commercial and Banking and Finance teams work closely to support brokers by providing clear guidance on corporate structures and contracts.
Without close collaboration between teams, issues such as unexpected debt or restrictive covenants can delay or derail your deal entirely.
For lenders
Our combined expertise can help you secure favourable terms and maintain your relationships with borrowers, suppliers, investors and commercial partners.
We will draft robust documentation and facilitate efficient transactions, particularly in secured lending and property finance.
For advisers
Our joined-up service offers advisers a complete view of the legal and financial implications of any transaction.
Whether it is negotiating contracts or entering new funding arrangements, we provide advice that protects your legal position and helps you manage the risks.
We don’t just tick boxes. We want to give you informed advice that helps your business thrive.
To find out how our joined-up services can support your business, contact our team today.
Mr T, Essex
Sevil Yildirim – My solicitor, Sevil Yildirim, of Palmers Law was very friendly, efficient, knowledgeable and gave very found advice. She made the whole process easy and I would highly recommend her and Palmers Law. I would use this firm for any future law matters I may need.
Anonymous, ReviewSolicitors
Lisa Judd – Lisa advised on an employment matter and helped me navigate a difficult process, providing clear and straightforward advice. I would recommend Lisa to those seeking an expert legal opinion on an employment issue.
What should you do if a dispute arises with your franchisor?
Franchising can be an effective way to run a business with the backing of an established brand, but disputes between franchisors and franchisees are not uncommon.
Franchise disagreements can be costly and time-consuming, and you may start to question if it is possible to recover your losses or even exit the franchise agreement.
Our Senior Associate, Gareth Brazier, explains what your legal rights are when a franchise relationship breaks down and how to reach a practical solution.
What are the common causes of a franchise dispute?
A franchise agreement sets out the terms and conditions of the relationship between the franchisor and franchisee.
This can include a franchisee’s rights to use the franchisor’s contract brand, business model, systems and trademarks to sell products or services.
It details all aspects of the franchise agreement, including initial training, ongoing support, royalties, territory rights, duration of the relationship and termination clauses.
The most common causes of a franchise dispute are due to misleading information, failure to meet performance expectations and disputes over territorial rights.
Other common causes include:
- Breach of contract – Where one party fails to comply with the terms set out in the franchise agreement
- Misrepresentation – This can include where a franchisee has relied on inaccurate or overstated claims about profits or turnover
- Intellectual Property (IP) disputes – These issues can arise where a franchisee uses the franchisor’s brand name or logo outside the permissions granted under the agreement
- Performance issues – This includes underperformance by the franchise or failure by the franchisor to provide the agreed level of training or support
- Territorial encroachment – These disputes are caused when franchisors or other franchisees operate too close to an agreed territory and potentially undermine exclusivity
- Termination issues – These can arise when a franchisee seeks to exit the agreement, often involving the enforceability of post-termination restrictors or covenants
What are a franchisee’s legal rights in a dispute?
A franchisee’s legal rights should be set out in the franchise agreement and franchisors are required to act in good faith.
Many franchise agreements include dispute resolution clauses that require the parties to attempt to resolve disagreements before starting court proceedings.
Any dispute that arises should begin with negotiation, in which you should try to reach a solution directly with your franchisor.If this does not resolve the issue, mediation may be required and an independent third party can help both sides discuss settlement options.
While mediation is not always binding (unless the parties decide upon a binding settlement), it often results in a practical comprise or at least a narrowing of issues in dispute, and can help avoid lengthy legal action.
Arbitration can be helpful if nothing else has previously worked and an arbitrator will consider all the evidence to make a binding decision.
If alternative dispute resolution fails, you may need to make a court claim. A court can award compensation, declare the agreement terminated or grant other legal remedies depending on your claim.
Can you get your money back or exit the agreement?
Recovering money from your franchise agreement can be possible, but refunds or repayment of franchise fees are only more likely when there has been a serious or fundamental breach of contract.
If you are dealing with a serious breach, you may seek to rescind the agreement and be restored to your original financial position.
The chance of exiting a franchise agreement depends on the wording of the contract and the facts of the dispute.
Most franchise agreements are drafted to discourage early termination, and walking away without proper legal advice can lead to claims for damages or enforcement of restrictive covenants.
However, with the right support, we can help you potentially negotiate an agreed exit or settlement that limits financial risks and allows both parties to move on.
How can we help?
Whether you are looking to resolve a franchise dispute or exit from an agreement, we can help you achieve the most practical and cost-effective outcome.
We can review your franchise agreement and any breaches and advise you on the best dispute resolution options.
Our team can help ensure compliance with post-termination obligations such as non-compete clauses and confidentiality requirements.
To learn more about how we can support commercial and business disputes, contact us today.
Looking to split your company into separate entities? What you need to know about a demerger
When your company is looking to split into two or more separate businesses, you may consider a demerger.
This allows each company to operate independently with its own assets, liabilities, management and strategy.
A demerger can be beneficial for the growth of your company, but you must understand the planning required and tax implications before you proceed.
Our Corporate Finance expert, Matthew Johnson, explains how to successfully plan for a demerger.
What types of demergers are there?
Companies often consider a demerger during periods of change or disagreement or when different parts of the business no longer work well together.
Demergers can be carried out in a tax-efficient way if structured accurately.
If it is not prepared correctly, shareholders may automatically face a tax charge simply because the business has been split.
In the UK, there are three main ways in which a tax-efficient merger can be achieved.
These include:
- Statutory demerger – This is often the simplest and most tax-efficient merger where legal and tax conditions are met. However, many companies do not qualify and clearance from HMRC is recommended.
- Capital reduction demerger – Where a company reduces its share capital and transfers assets or shares to a new or existing company owned by the same shareholders. This is commonly used ahead of a sale or where shareholders want to separate group companies.
- Demerging by liquidation – This involves a solvent liquidation and distribution of assets and may not be favoured due to reputational concerns and the loss of goodwill.
What are the benefits of a demerger?
Businesses often demerge to streamline operations and reduce overheads, particularly where different parts of the business have different strategies.
Demergers are also commonly used to facilitate a sale where a buyer only wants part of a group or company.
They can also help solve shareholder disputes, protect valuable assets, attract new investment or satisfy lender requirements where funding is only available to one part of the business.
When done properly, a demerger can increase the value of a business and allow for more focused growth.
What are the risks of a demerger?
Moving assets and changing ownership during a demerger can result in additional Corporation Tax, Capital Gains Tax or Stamp Duty Tax liabilities.
Other risks include:
- The need for shareholder approvals
- Third-party consents from banks or landlords
- Solvency issues, especially in capital reduction demergers, where directors must confirm the company can still pay its debts
Poor planning can put your demerger at risk of being challenged by creditors or shareholders and early legal support can help you take the necessary steps to remain compliant.
How can you plan a successful demerger?
Successful demergers require early planning and must factor in timing for HMRC clearances.
With the right legal support, we can help review share capital and ensure all your legal documents are completed in the correct order.
We can advise you on the most suitable type of demerger for your company so that your business is in the best position for success.
For more tailored advice on your business demerger, contact our Corporate Finance team today.