Corporate and Commercial Law

Certainty

We provide corporate and commercial legal advice that brings certainty to your business decisions.

Our clients expect us to deliver results, to help them achieve their goals.

We like to focus in on your business and your goals. We provide targeted advice on a whole range of legal issues such as shareholder disputes, reorganizing businesses, tax structures, employee issues, NDAs, complex contracts and intellectual property concerns. We like to fit in with the way you like to do business, so if you need to speak to us now we are here to help you stay on top of things and prioritize what is important for your business success.

Let us call you.

  • This field is for validation purposes and should be left unchanged.

All sorts of corporate and commercial clients come to us seeking legal advice during all stages of their business endeavours. We are constantly advising on regulatory issues, share purchase and shareholders agreements, disputes with employees and contractors, director and shareholder issues, mergers and acquisitions, joint venture agreements, partnership and co-ownership agreements and the incorporation and formation of your business.

Read more about;

  • Mergers and Acquisitions
  • Corporate Governance
  • Cross border transactions
  • Hostile Takeovers & unsolicited bids
  • Takeover planning and defence

It is critical in business to properly define the parameters of the relationships between shareholders, directors and business partners. So, to avoid future disputes, we can guide you through all corporate governance related matters right from the start.

If you are looking to expand your business via mergers and acquisitions, we negotiate and draft all transaction documents, financing arrangements and due diligence for share and asset purchases. We also work directly with financiers, with a view to structuring deals that leave no room for surprises.

In difficult times, we can also successfully guide you through dissolutions and wind-ups, liquidations, revivals, and restorations.

We share a common goal with you – creating certainty for your business and business relationships.

RECENT HIGHLIGHTS OF WORK;

  • Acquisition of a media company in Ireland and the UK in excess of €7M.
  • Reorganisation of a group of companies with a value in excess of €350M.
  • Sale of a hotel group in Ireland and the UK with a value in excess of €450M.
  • Successful compromise of a multi-jurisdictional Corporate law dispute in the Commercial Court against an Irish bank in relation to a hedging product with a value in excess of Stg£47M.
  • Corporate law and insolvency dispute for a UK mobile company against a European Union company in the Irish High Court with a value in excess of €5M.
  • Successful prosecution of a corporate law fraud case involving classic cars with a value in excess of €10M.
  • Acquisition and finance of a wind farm with a value in excess of €25M.

CORPORATE GOVERNANCE

BE PREPARED. CHANGE COMING TO A BOARDROOM NEAR YOU.

Governance is at the centre of each and every corporate transaction and touches so many day to day actions. It is critical that you get it right and we are very much experts in the fields of best industry practice, regulation, director’s duties and shareholder communications. It is vitally important that you have a safe pair of hands like Adams Law to deal with the corporate governance aspect of big business deals and of course changes in the Law that require significant changes in how you do business.

Who are we regularly talking to about Corporate Governance?

Senior executives, the board of directors, investors, lending institutions to name a few.

What are we advising our clients on?

  • Duties of the directors and the chairman.
  • Structure of the board and its composition.
  • Identifying and managing risk.
  • Best practice in corporate governance.
  • Succession planning for directors and senior executives.
  • Best practice for charities and not for profit organisations.

Typically, we advise in crisis situations. Senior executives, the board of directors and investors come to Adams Law and seek advice on;

  • Compliance with Irish Law.
  • Statutory investigations.
  • Conflicts of interest.
  • Removing key executives and directors.
  • Fraudulent and illegal practices.
  • Fighting takeovers.

Investor representation at Board level

Adams Law is a leading regulatory and risk adviser and our solicitors provide effective and efficient advice for businesses all over Ireland. Every day we advise clients in relation to risk and their reputation. We like to understand your business so that the advice we give is up to date, relevant and above all effective. The backbone of sustainable businesses that are successful is quality legal advice that helps them quantify their business risk.

CROSS-BORDER TRANSACTIONS

More complex? Well, we like to make complex matters simple. At Adams Law we are well used to dealing with complex, multi-jurisdictional transactions.

Cross-border transactions are set to become far more complicated as soon as Brexit is triggered. Many laws are set to change and many contract terms may be rendered void as a result of Britain’s departure from the European Union. The full extent of the consequences of Brexit are still to be played out. Our corporate department have an in-depth understanding of the likely effects of Brexit on cross-border transactions and putting in place strategies that will deal with the risk associated with Brexit.

At Adams Law we represent many international clients operating in many jurisdictions. We are extremely experienced in dealing with all aspects of merger and acquisition transactions such as tax, competition law, employment, pensions issues and intellectual property.

Our solicitors are adept in advising on a whole range of local and cross-border issues that are associated with international mergers and acquisitions. We know how to deal with competing legal requirements and over-lapping regulatory issues in several jurisdictions and to deliver seamless legal services with effective results.

We are at the cutting edge, we like to provide commercial strategic advice in relation to regulatory issues and in relation to the risks and uncertainties that you are likely to meet in cross-border transactions. We identify the issues and look to provide comprehensive solutions.

  • What type of work do we do from a cross-border perspective?
  • Due diligence on complex multi-jurisdictional transactions
  • Competition clearance
  • Brexit
  • Corporate reorganisations
  • Cross-border joint ventures

Our hands-on supervision of every deal ensures efficient and swift structuring and closing of cross-border transactions.

HOSTILE TAKEOVERS & UNSOLICITED BIDS

Sharpening your swords for battle. With contested, distressed and hostile situations you need to act fast and pre-empt the strategic options open to your competitor. At Adams Law the language that we use is all about strategy and action. We have vast experience in advising clients on hostile takeovers and other unsolicited bids.

We act for a whole range of participants, including the target companies themselves, “white nights”, hostile bidders and lenders financing takeovers.

What sort of preliminary advices do we provide to our clients?

  • Preparing and advising on bids
  • Compliance with Irish and European regulatory Laws and also foreign law
  • Negotiating with potential lenders in relation to the debt deal structure
  • Assessing the potential of the target company to fend off a hostile bid
  • Pre-empting the target company’s potential defensive strategies
  • Assessing the likely regulatory and competition law hurdles that might impede a deal

So, if you are going to make a bid then

  • We can prepare the hostile tender and deal with any related proxy contests
  • We can advise and negotiate in relation to any “white knight” participant.

Without doubt, hostile takeovers are about stealth and speed so that the target is not aware of what is happening until it is too late. In addition, after the takeover, the target must be in a position to operate effectively without hindrance of the ousted parties.

We provide quality strategic advice in relation to hostile takeovers and on the protection of assets and the continuation of the target’s business with limited hindrance.

TAKEOVER PLANNING & DEFENCE

The key to success in any hostile situation is to be prepared. Advanced planning and having a clear well thought out strategy can guide you to success

What are the types of things we do really well?

  • Applying and advising on Irish takeover rules
  • Assessing the target company’s capital structure and advising on the potential refinance of any debt.
  • Strategising in relation to the target company’s potential defences.
  • Advising directors on their rights and obligations.
  • Shareholder rights plans

Defending Unsolicited Takeover

  • At Adams Law we are also very used to defending unsolicited bids, the type of issues we deal with are;
  • Defending hostile bids and dealing with proxy contests
  • Advising and preparing replies to bids
  • Advising the board of directors in relation to their rights
  • Compliance with Irish and European regulatory Laws and also foreign law
  • Advising in relation to “white knight” arrangements.

We provide in-depth takeover and merger advice to our corporate clients on the legal issues which most regularly impact upon their businesses. We help you navigate the maze of legislation and best practice codes relevant to corporate governance and corporate responsibility.

For boards of directors and their directors we cover all elements of company law, from advice on board procedures to issues arising in takeover situations, as well as, analysing corporate policies, codes of conduct, and assistance with shareholder engagement.

Senan Burke

Managing Partner

sburke@adamslaw.ie