Business & Commercial Law Solicitors — Protecting and Growing Your Business

For small, straightforward disputes (under £10,000) the Small Claims Track is accessible without legal representation. However, for disputes above £10,000, disputes involving complex or technical contracts, or disputes where the other party is represented, a specialist solicitor significantly improves the prospects of recovery and avoids procedural missteps that can be costly. A solicitor also advises on limitation periods (generally 6 years for contract claims under the Limitation Act 1980), pre-action protocol requirements, and the use of without-prejudice offers and Part 36 to manage costs exposure strategically.

The Companies Act 2006 codifies seven directors' duties: (i) s.171 — to act within powers; (ii) s.172 — to promote the success of the company for the benefit of its members as a whole (the overriding duty); (iii) s.173 — to exercise independent judgment; (iv) s.174 — to exercise reasonable care, skill, and diligence; (v) s.175 — to avoid conflicts of interest; (vi) s.176 — not to accept benefits from third parties; and (vii) s.177 — to declare interests in proposed transactions. Breach of these duties can result in personal liability to the company. In insolvency, the duty under s.172 shifts to include creditor interests (Sequana [2022]).

In a share sale, the buyer purchases the shares of the target company — acquiring everything the company owns (and all its liabilities, including historic ones). In an asset sale, the buyer selects specific assets (goodwill, plant, contracts, intellectual property) and does not take on the company's liabilities unless expressly agreed. Share sales are typically preferred by sellers (capital gains tax treatment, simpler completion) and asset sales by buyers (cherry-pick assets, leave liabilities behind). TUPE regulations apply in an asset sale where a business is being transferred. A solicitor advises on the most appropriate structure and manages the due diligence and documentation for each type of transaction.

Commercial landlords have several options: (i) Commercial Rent Arrears Recovery (CRAR) — instructing an enforcement agent to seize and sell the tenant's goods for rent arrears (minimum 7 days' notice, available for pure rent only, not service charges); (ii) debt recovery proceedings — county court or High Court claim for the arrears; (iii) forfeiture — re-entering the premises for breach of the lease rent obligation (waiver rules apply; forfeiture is not available where CRAR has been exercised for the same arrears under the Tribunals, Courts and Enforcement Act 2007); and (iv) pursuing a guarantor, if one exists. A solicitor advises on the most appropriate route for your specific lease terms and the tenant's financial position.

Post-termination non-compete clauses in employment contracts are enforceable only if they protect a legitimate business interest (such as confidential information or customer connection) and go no further than is reasonably necessary to protect that interest — in terms of duration, geographic scope, and scope of activity. The courts apply a strict reasonableness test and will not rewrite an unenforceable clause. Non-compete clauses in business sale agreements are treated more generously — the buyer has paid for the goodwill that the clause protects, so wider restrictions are generally enforceable. A solicitor advises on enforceability and, where a clause is being breached, applies for an emergency injunction to restrain the breach.