Corporate and Commercial Law

Certainty for your business. We offer a safe pair of hands through targeted corporate and commercial advice.

Corporate and commercial legal advice that brings certainty to your business decisions.

Above all, 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 corporate and commercial law advice on a whole range of legal issues such as:-

  • buying and selling your company
  • investments in your business
  • hostile bids
  • boardroom issues
  • shareholder disputes
  • reorganizing businesses
  • tax structures
  • employee issues
  • NDAs
  • complex contracts
  • 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. Prioritizing is important for your business success.

Let us call you.

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Outstanding, corporate and commercial legal advisors. Targeted, no nonsense advice. Delivered to you in a friendly manner. That is what we do best. 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
  • new business structures

Read more about Corporate and Commercial Law:-

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

We can guide you through all corporate governance related matters right from the start.

  • we negotiate and draft all transaction documents
  • guiding you through financing arrangements
  • providing due diligence for share and asset purchases
  • we also work directly with lenders
  • we structure 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.

RECENT HIGHLIGHTS OF WORK;

  • Acquisition of a media company in Ireland and the UK. Value in excess of €7M.
  • Reorganisation of a group of companies. Value in excess of €350M.
  • Sale of a hotel group in Ireland and the UK. 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. 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. Value in excess of €5M.
  • Successful prosecution of a corporate law fraud case involving classic cars. Value in excess of €10M.
  • Acquisition and finance of a wind farm. Value in excess of €25M.

CORPORATE GOVERNANCE

CERTAINLY, BE PREPARED. CHANGE IS COMING TO A BOARDROOM NEAR YOU.

Governance is at the centre of each and every corporate transaction. It touches so many day to day actions. It is critical that you get it right.

Who are we regularly talking to about Corporate Governance?

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

For instance, 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.

CROSS-BORDER TRANSACTIONS – CORPORATE AND COMMERCIAL LAW

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

Brexit – key issues

Firstly, cross-border transactions are set to become far more complicated as soon as Brexit is triggered. Secondly, many laws are set to change and many contract terms may be rendered void. Britain’s departure from the European Union is upon us. Thirdly, 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. Fourthly, it is time to put in place strategies that will deal with the risk associated with Brexit.

Why you need to talk to Adams Law:-

  • Firstly, cutting edge legal advice
  • Secondly, outstanding commercial strategic advice in relation to regulatory issues
  • Thirdly, a firm that can highlighting risks and uncertainties.
  • Fourthly, solicitors that identify the real 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. In hostile situations you need to act fast. You need to pre-empt the strategic options open to your competitor.

We act for a whole range of participants:-

  • the target companies
  • “white nights”
  • hostile bidders
  • lenders financing takeovers.

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

  • No nonsense, practical corporate and commercial law advice.
  • 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

Without doubt, it is important to act fast in a hostile takeover. Your target should not be 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 those who have left.

Consequently, we provide quality strategic advice in relation to hostile takeovers. Learn how to protect your assets. After a takeover, we provide advice in relation to continuation of the target’s business.

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

Corporate and Commercial Law. What are the types of things we do really well?

  • Firstly, applying and advising on Irish takeover rules
  • Secondly, assessing the target company’s capital structure and advising on the potential refinance of any debt.
  • Thirdly, strategising in relation to the target company’s potential defences.
  • Fourthly, advising directors on their rights and obligations.
  • Fifthly, shareholder rights plans

Defending an Unsolicited Takeover

  • Certainly, at Adams Law we have defended unsolicited bids
  • In addition, we also deal with defending hostile bids and proxy contests
  • Furthermore, advising and preparing replies to bids
  • Also, advising the board of directors in relation to their rights
  • Compliance with Irish and European regulatory Laws and also foreign law
  • After that, advising on “white knight” arrangements.

In addition, for boards of directors, we advise on every element of company law and corporate regulations. You may need advice on board procedures arising in takeover situations.  Advising you in relation to key issues such as strategy, shareholder engagement, codes of conduct and investor relations.

Contact us now for practical corporate and commercial law advice.

Senan Burke

Managing Partner

sburke@adamslaw.ie