Commercial &
Company Law

Stephen Walsh & Co. can advise on the full range of corporate and commercial business requirements. In addition to transactional work such as M&A, we are regularly consulted on a wide spectrum of commercial contracts such as franchising, joint ventures, agency, partnerships, distribution and supply agreements. We also advise on director’s duties and responsibilities and good corporate governance. 

We act for a variety of businesses from start-up companies to SME’s and large commercial enterprises. At the heart of what we do is our commitment in getting to know our clients and their business.

Whether you are forming, purchasing or restructuring a company, acquiring or selling shares, negotiating distribution agreements or protecting your intellectual property rights we can be of assistance. Our approach is practical and focused with a strong emphasis on keeping costs down while delivering value to clients.

“Stephen Walsh & Co. carried out Commercial work for me and I found Stephen to be very professional, diligent and a pleasure to deal with. The advice was commercially focused and efficiently delivered. I would highly recommend the firm. ” LOUIS FITZGERALD

Commercial Transactions

We give expert advice to support our clients agree the terms of various types of commercial agreements and we negotiate on their behalf on a wide range of corporate transactions. Such advice extends to the following:

  • Start Up’s – Formation and Funding
  • Company Formation and Restructuring 
  • Mergers and Acquisitions – Share Purchase & Asset Purchase Agreements
  • Shareholders Agreements and Advice
  • Constitutional Documents 
  • Variation of Capital 
  • Company Secretarial services
  • Corporate Financing
  • Agency and Franchise Agreements
  • Distribution Agreements
  • The Winding up Process and Insolvency 

Corporate Borrowing

When financing a transaction we give our clients thorough advice in relation to both secured and unsecured lending. Secured lending confers additional rights on the lender in order to minimise risk and enhance the lenders recourse to the borrower in the event of a default. For this reason, the vast majority of lending transactions require a comprehensive security package. The lender will try to ensure, where possible, that it obtains as much security as possible over the borrower’s assets, including for example in the case of a corporate borrower, guarantees and supporting security from group or related companies and possibly even shareholders of the borrower.

Security in a commercial transaction is heavily negotiated and varies depending on the nature of the transaction and it is vital that the most appropriate form of security is chosen for particular assets. The most widely used forms of security:-
1. Charge on Land
2. Mortgage of choses in action / Security Assignment on Contractual Rights, IP, and Shares.
3. Mortgage on Book Debts, Cash Deposits and Bank Accounts
4. Floating Charge on movable assets

In addition, securities such as Pledge, Lien and Chattel Mortgages are commonly used together with Quasi-Security (retention of title) and third-party support such as Indemnity and Guarantee.

Director Duties

Every company director should be aware of their legal duties and responsibilities under Irish law. We can advise on the role and responsibilities of directors, their duties under the Companies Act 2014 and the Common Law and their duties in accordance with the Company constitution.

Such advice extends to Board of Director meetings, duties under the Companies Act 2014, codified fiduciary duties, director’s compliance statement and relevant obligations, audit committee duties, and corporate transactions generally.

We also advice on the consequences of any breach of director duties, such as, the requirement to account, indemnify for loss, being sued for a breach, criminal liability and prosecution for offences, administrative sanctions, and instances of personal responsibility for the debts of the company.

Corporate Governance

We ensure our clients are aware of the variety of components which make up corporate governance and its benefits to Irish companies. Corporate Governance is an extremely significant development in Irish company law and requires expert advice on systems and best practice.

 

 

 

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