Emma Caldwell

Corporate

• Acting for corporate buyers on share acquisitions, drafting and negotiating heads of terms, share purchase agreements and associated documentation including loan note deeds, carrying out due diligence and writing due diligence reports.
• Acting for individuals or corporate sellers on share disposals, reviewing and negotiating share purchase agreements, disclosure letters, setting up online and physical data rooms and preparing ancillary documentation. Preparing option exercise documentation when exercise is required immediately prior to completion. Preparing security documentation including debentures, security trust deeds and ensuring the same are filed on time at Companies House.
• Acting for buyer or seller in asset sales, both to third parties and inter group reorganisations.
• Incorporating companies. Drafting and amending articles of association. Preparing all board minutes, filing requisite forms with Companies House. Ensuring Statutory Books kept up to date and all documents completed and filed in compliance with legislative requirements. Arranging for and processing voluntary strike-off of entities. Drafting minutes and resolutions for public and private companies. Preparation of AGM packs. Attendance at AGMs.
• Drafting and reviewing shareholder agreements and advising on the terms of same on a stand-alone basis or as part of a transaction such as an investment.

Commercial

• Drafting and reviewing many types of commercial agreements including those for provision/receipt of services, shareholder, customer (terms and conditions), retailer, I.T. (including licences, maintenance and support agreements, cloud services, system development/configuration), novation, grant, termination, novation and confidentiality agreements.
• Summarising rights, liabilities and risks, presenting review of documentation to the client.
• Negotiating and drafting amendments to contracts and documentation as required.
• Drafting and advising on shareholders’ agreements, joint venture, profit share agreements and drafting exit agreements for same.
• Preparing standard legal documents such as powers of attorney, rights waivers, indemnities, declarations, policy documents and legal impact summaries and opinions.