Corporate and M&A
Company formation and structure
When you start a business or grow an existing one, it can be difficult to choose which business structure – for instance, a limited partnership, a limited company or a joint venture – best suits your needs. There are various implications depending on which you choose, including whether you will be personally liable for business debts, how your profits will be taxed and how much control over the business you will have. Barnes Law can advise you on and put in place the structure that will best suit your needs in the long term.
Limited companies are by far the most common, as they are very flexible. The two key documents involved in setting one up are the articles of association (the company’s ‘constitution’ which is publicly available and specifies how its operations will run) and a shareholders’ agreement (a private contract between the company’s shareholders).
Barnes Law works closely with clients to identify long-term risks specific to their business and tailor the documents accordingly.
Some of the reasons why well-drafted articles and agreements are needed include:
- they establish a clear framework of who owns or controls the business;
- they can provide protections for majority and minority shareholders (for instance, through ‘drag along’ and ‘tag along’ provisions);
- they clarify the decision-making process, particularly in case of conflict (for instance, where parties disagree on director appointments, investment opportunities or other critical decisions);
- they provide who can take decisions on behalf of the business;
- they address what happens where a party wants to exit the business (for instance, fair compensation packages and non-compete obligations).
We also advise on director service agreements, which ensure that company directors’ incentives are closely aligned with those of the company.
Mergers and Acquisitions
We also advise clients on buying and selling businesses or parts thereof. The experience and pragmatic approach of our team enables us to handle complex transactions and clearly explain and advise on their legal risks. Given our expertise in closely connected fields such as employment and commercial contracts, we can offer an all-round service for your M&A needs.
Businesses can be bought and sold through either a sale of shares by the target business’s shareholders or a sale of the business’s assets. Barnes Law regularly works on both types of transactions and can advise on which may be more beneficial for your needs.
When preparing transaction documents such as share purchase agreements and business purchase agreements, we ensure that the long-term success of your acquisition or sale is at the forefront. We do so by working with you and understanding which parts of the business may become a risk affecting its future value. We then negotiate the warranties and indemnities and ensure that they are clearly included in the purchase agreement.
How can Barnes Law help you?
Our team of corporate solicitors focuses on ensuring that corporate documentation serves to establish a fair and clear relationship among all parties involved.
If you are only starting out, Barnes Law can act as a one-stop-shop for all the legal advice you will need. Browse our other pages to see how we can help with other documentation that will be core to your business as it grows (see supply contracts, IT contracts and website legal support).
If you are an established business, we are here to ensure your legal position continues to be aligned with your needs, especially as your business grows and develops. We can ensure that the company’s articles and shareholder agreements are up to date with current market practice and risks. You can also make use of our free 30-minute consultation offer, during which we can review and discuss your current documentation.
Yulia BarnesManaging Partner
Yulia Barnes is our Managing Partner. She is an experienced solicitor and advises on a wide range of contentious and non-contentious matters for both private and corporate clients.Yulia started her legal career at a large international Magic Circle firm. She then became a partner at a regional law firm and headed a Dispute Resolution Department. She then moved in-house before starting her own Boutique practice, Barnes Law, with the aim of providing exclusive services to high net-worth individuals and privately-owned businesses. More details can be found on her LinkedIn profile.
Expertise Yulia and her team are widely recognised for their professional and practical approach to matters. She is committed to ensuring that her clients’ objectives are achieved in the most cost-effective way possible.
Approach Yulia has a wealth of experience working with businesses of all sizes: from large multinational corporations to start-ups. She has particular expertise in a hospitality industry, investment funds, private and corporate clients, and focuses on startups and technology-driven companies. Yulia brings the same level of attention to detail, professionalism and a personal touch to every case and client, and truly immerses herself in her clients’ businesses. She prides herself on her problem-solving, commercially astute approach and her track record of partnering with clients to help them achieve their strategic objectives.
Will joined Barnes Law as an Associate Solicitor in Spring 2023, shortly after qualifying in September 2022.
Will works mostly on real estate and corporate/commercial matters. Will enjoys providing advice on transactional matters.
Away from the office, Will can be found reading or playing golf. While he played rugby until university, and rowed throughout his degree, he now tends to watch both from the sidelines. During the winter he can also be found skiing.
Will plans to continue developing his legal skills and experience at Barnes Law, under the expertise and guidance provided by Yulia.
Mark is an experienced solicitor whose practice areas include intellectual property (IP), IT, data protection and general commercial law.
Mark advises businesses of all sizes – from sole traders to corporations. Among his clients are: clothing and lifestyle brands, restaurants and food suppliers, IT companies, banks, hedge funds and venture capital firms, education providers, medical and pharmaceutical brands.
Outside of his practice, Mark also advises members of the Institute of Directors as part of its Directors’ Advisory Service.
- Prosecuting a UK trademark application on behalf of an education provider and representing them in related UK IPO opposition and revocation proceedings;
- Advising a publisher and a delivery business on data protection matters, B2B and B2C Ts & Cs of sale, website and app Ts & Cs, all aspects of global brand protection;
- Advising footwear brands, alternative asset managers and hedge funds on their global brand protection, including overcoming various refusals, representing them in opposition proceedings and settlement negotiations;
- Representing a central bank in opposition proceedings before the UK IPO;
- Advising a lifestyle brand concerning trademark clearance and protection, negotiations for a website/app development and maintenance agreement.
Ioulia TatawatFamily Law Adviser
Ioulia has a solid background in family law and offers guidance, clarity, and support to clients during one of their most challenging times in their life.
She advises on all three pillars of separation: divorce, children matters and financial settlements. Ioulia is a member of Resolution and is keen to try to settle matters at early stages.
Ioulia is dedicated to assisting clients and navigating them through their legal matters with clarity and support.
Alex joined Barnes Law in September 2023 after finishing his master’s degree in law. Prior to joining Barnes Law, Alex worked in property litigation at Ashfords. Alex assists Yulia on a variety of both contentious and non-contentious matters.
Outside of the office, Alex enjoys reading and hiking. Prior to working in law, Alex was a competitive tennis player.
Alex continues to develop his skills in legal practice under Yulia’s guidance, he plans to sit the Solicitor’s Qualifying Exams (SQE) in 2024.
Mehves joined Barnes Law in August 2023, right after graduating from Queen Mary, University of London (LLB Senior Status). As part of her qualification journey, Mehves is currently pursuing her Legal Practice Course (‘LPC’) at the University of Law. She also holds a degree in European Union Law from Maastricht University, Netherlands.
Mehves works closely with Yulia on a variety of contentions matters and also writes Barnes Law’s legal blogs, manages social media accounts and is responsible for marketing.
Outside of work and studies, she enjoys running, tennis and yoga.
Mehves is looking forward to developing her legal skills at Barnes Law.
Julia PodgornovaInvestor Relationship Manager
Julia guides clients in making important business decisions based on comprehensive risk assessment and strategy. She supports investors in devising strategies designed to maximise each business’s potential from pre-seed to IPO.
Julia’s particular area of expertise are IT start-ups at different stages. Julia supports business through their fund-raising journey. As an Investor Relations Manager, Julia communicates with investors to facilitate a smooth round and legal part of each transaction.
In her free time Julia enjoys sailing, ballroom dancing, art exhibitions and travel.