Business law videos for UK SME owners

Plain-English videos from corporate and M&A solicitor Malcolm Zoppi on buying and selling a business, shares and shareholders’ agreements, running a company, contracts and trade marks. Every video comes with a written guide.

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Buying a business

How to buy a company or business in the UK: heads of terms, due diligence, financing the purchase, the share purchase agreement and how the price is adjusted.

Commercial due diligence when buying a business: six contract checks that protect value

Malcolm explains how to review a target company's customer and supplier contracts from a legal perspective: change of control clauses, assignment and novation, expiry and auto-renewal, concentration risk, consumer law compliance, unusual terms and which documents to request.

Corporate records due diligence when buying a business: ownership and transfer rules

Malcolm explains how to review a target company's corporate records before a share purchase: confirming the sellers own the shares, finding pre-emption rights and other transfer restrictions, which documents to inspect, and what to do when the records are messy or missing.

How to buy a business with no money down: five ways to fund the deal without your own cash

Malcolm explains how his buyer clients structure acquisitions with none of their own money, combining the target's cash, asset-backed debt, equity investors in an SPV, seller finance and earnouts, even when the seller wants a high price paid up front.

Locked box vs completion accounts: the three ways to adjust the price in an M&A deal

Malcolm explains the three main mechanisms for adjusting the purchase price in a share purchase agreement: the locked box, cash-free debt-free completion accounts and net asset value completion accounts, with a worked example of how a NAV adjustment changes what the buyer owes.

What does cash-free, debt-free mean in an M&A deal? Completion accounts and an example

Malcolm explains what a cash-free, debt-free deal means, how completion accounts are used to adjust the purchase price pound for pound, why the adjustment is usually made to the deferred payments, and works through a £1 million example with £200,000 of debt and £50,000 of excess cash.

Share purchase agreement explained: what goes into an SPA and how the price is structured

Malcolm explains what a share purchase agreement does, how it differs from an asset purchase agreement, the three provisions that matter most (price, restrictive covenants, warranties and tax covenant), how the price is usually deferred and adjusted, and one tip each for buyers and sellers.

How to structure a business purchase agreement: 10 things I would do as the buyer

Malcolm walks through the ten things he would do when structuring a business purchase as the buyer, from buying through an SPV and refusing a personal guarantee to warranties, a tax covenant, a cash-free debt-free adjustment and a seller's waiver of claims.

Biggest mistakes buyers make when buying a business: price, warranties and the seller

Malcolm explains the three biggest mistakes he has seen buyers make when acquiring a business: not adjusting the price through completion accounts, relying on a template SPA without proper warranties, and failing to build a working relationship with the seller.

What lawyers look for in M&A due diligence: change of control, IP and litigation red flags

Malcolm explains the three legal red flags he looks for first when doing due diligence on a business for a buyer: change of control clauses, IP ownership and litigation, with the questions to ask and the documents to request for each.

How to minimise risk when buying a business: due diligence, warranties and covenants

Malcolm explains the three ways to avoid getting burnt when buying a business: due diligence under caveat emptor, SPA warranties backed by a right of set-off, and restrictive covenants on the seller.

How to finance a business acquisition and cut risk: seller finance, loans and earn-outs

Malcolm explains how to buy a business while minimising risk: seller financing without a personal guarantee, asset, invoice and cash flow finance secured on the target, and earn-outs with a worked example.

Asset purchase agreement explained: the 3 key clauses and how it differs from an SPA

Malcolm explains what an asset purchase agreement is, the three clauses every APA should contain, why registered trade marks need separate transfer documents, and how an APA differs from a share purchase agreement.

Types of mergers and acquisitions: the 6 main types explained, and merger vs acquisition

Malcolm explains the six main types of mergers and acquisitions, the goal behind each one, and why in practice every merger is really an acquisition.

Share purchase vs asset purchase: ownership, liabilities and tax compared for UK buyers

Malcolm explains the three main differences between buying the shares of a company and buying its assets: ownership and control, the liabilities you take on, and the tax implications of each.

Purchase price adjustments in M&A: how completion accounts and earn-outs work

Malcolm explains the two main purchase price adjustments in M&A, completion accounts and earn-outs, how each moves the price up or down, and what the SPA must say to avoid disputes.

Mergers and acquisitions basics: how an M&A deal works from heads of terms to completion

Malcolm walks through the timeline of an M&A deal from heads of terms to post-completion, covering due diligence reports, caveat emptor, warranties, indemnities, set-off and stamp duty on share purchases.

Legal due diligence when buying a business: 3 red flags to check before you buy

Malcolm explains what legal due diligence is, how to use the findings, and the three issues that most often surface: share ownership, contract assignment and change of control, and intellectual property.

How to buy a business with no money down (UK): seller, asset and invoice finance

Malcolm explains the three main ways to buy a business in the UK without putting your own money down, seller financing, asset financing and invoice financing, and the catch with each one.

How to buy a business in the UK: the 9 legal steps of a share purchase acquisition

Malcolm walks through the nine legal stages of buying a UK company through a share purchase, from heads of terms to post-completion filings, plus the three things to include in the SPA.

Heads of terms when buying a business: exclusivity, conditional price and a deal timeline

Malcolm explains what heads of terms are, whether they are binding, and the three things a buyer should include: exclusivity, a price subject to due diligence and the SPA, and a milestone timeline.

Share purchase agreement: what it is, why the buyer drafts it and what to include

Malcolm explains what a share purchase agreement is, why it matters that the buyer drafts it first, and the three things a buyer should always include in it.

Due diligence questionnaire when buying a business: what to ask and how to use the answers

Malcolm explains what a due diligence questionnaire is for when buying a business, the legal, financial and operational questions to include, and how to use the seller's answers to spot red flags and negotiate the price.

Buying an existing business in the UK: choosing it, due diligence and the sale agreement

Malcolm explains the three steps to buying an existing business in the UK: how to choose the right one, what due diligence achieves, and why the sale and purchase agreement needs strong warranties.

What is a warranty in a business sale? Caveat emptor, disclosure and breach of warranty

Malcolm explains what warranties are in a business acquisition, how they protect a buyer under caveat emptor, how sellers disclose against them, and what happens when one is breached.

Seller financing: how to buy a business with no money down, and the catch with it

Malcolm explains how seller financing works, why it suits buyers short of cash, the risk of the seller staying too involved, and how the terms are negotiated into the SPA.

Need advice on this? See how Malcolm can help.

Selling a business

Preparing a business for sale, valuation, brokers, tax on the sale, earn-outs and the clauses that protect you as a seller.

Drag along rights explained: how majority shareholders force a sale, and the pros and cons

Malcolm explains what drag along rights are, where they sit in a shareholders' agreement or articles, how they differ from tag along rights, and the main advantages and disadvantages of including them.

Tag along rights explained: how minority shareholders join a sale, and the pros and cons

Malcolm explains what tag along rights are, what happens if a buyer refuses to buy the minority's shares, how tag along differs from drag along, and the advantages and disadvantages of including them.

Best way to sell a small business in the UK: brokers, valuation, legal fees and tax

Malcolm explains how to sell a small business in the UK: the pros and cons of brokers, three valuation methods and how to improve them, legal fees, share sale vs asset sale, and the taxes to plan for.

How to value a business before selling: net assets, EBITDA multiple and DCF explained

Malcolm explains the three main business valuation methods, asset-based, EBITDA multiple and discounted cash flow, when each is used, and what a seller can do to improve the valuation under each one.

Business brokers: pros and cons for buyers and sellers, how they get paid and what to ask

Malcolm explains what business brokers do, how they are paid, and the advantages and disadvantages of using one whether you are buying or selling a business, including exclusivity and fee risks.

Earn-outs explained: how they work in a business sale and the pros and cons for each side

Malcolm explains what an earn-out is, why it is used to bridge a valuation gap, and the advantages, disadvantages and dispute risks for buyers and sellers, with his tips for each side.

How to pay less tax when selling your business: share sale, BADR and cash in the company

Malcolm explains the taxes that apply when you sell a business in the UK, why a share sale is usually more tax-efficient than an asset sale, and three ways a seller can reduce the tax bill.

Tax when selling a business in the UK: the four taxes and how deal structure changes them

Malcolm explains the tax considerations when selling a business in the UK: capital gains tax, corporation tax, VAT and income tax, how each applies to a share sale or asset sale, and how to reduce the bill.

Share sale vs asset sale: the difference, the advantages of each and the trade mark trap

Malcolm explains the difference between a share sale and an asset sale, the main advantages of each structure, and why trade marks must be assigned separately on an asset sale.

Need advice on this? See how Malcolm can help.

Shares, shareholders and investment

Share classes, share transfers, shareholders’ agreements, raising investment, SEIS and using shares for family wealth planning.

Growth shares for inheritance tax planning: passing future company value to your children

Malcolm explains what growth shares are, how the hurdle value works in practice, and how a family investment company can use them to pass future growth to children outside the parents' estate.

Redeemable shares explained: what they are, why companies use them, how redemption works

Malcolm explains what redeemable shares are, why companies and investors use them, and the decisions and funding rules that apply when the company buys the shares back.

Family investment company (FIC): how it works, the inheritance tax angle and set-up

Malcolm explains what a family investment company is, how different share classes give parents control and children the value, the potential inheritance tax advantages, and how to set one up or convert an existing company.

How to create different classes of shares in a UK limited company: step-by-step tutorial

Malcolm walks through why a company creates different classes of shares and the 11 steps to add them to an existing company, from share applications and amended articles through to filing form SH01 at Companies House.

How to transfer shares in a private limited company (UK): the eight-step procedure

Malcolm walks through the full procedure for transferring shares in a UK private limited company, from completing the stock transfer form and dealing with stamp duty to board approval, the statutory registers, the new share certificate and Companies House filings.

How to structure a shareholders' agreement: covenants, drag-along and reserved matters

Malcolm explains three provisions to structure a shareholders' agreement around, how to define shareholder approval, and whether the agreement or the articles of association wins in a conflict.

Ordinary shares vs preference shares: the difference and which investors want which

Malcolm explains what ordinary shares and preference shares typically are, why there is no fixed legal definition of either, and why preference shares suit hands-off investors such as angels.

Classes of shares explained: ordinary, preference and redeemable shares and their rights

Malcolm explains the three most popular classes of shares, ordinary, preference and redeemable, when each is useful, the drag-along, tag-along and anti-dilution rights you can attach, and two ways founders keep control when taking on investors.

How to create different classes of shares in compliance with the Companies Act 2006

Malcolm walks through the 11 steps to create different classes of shares in compliance with the Companies Act 2006, from share applications and amended articles to the special resolution, registers and SH01, then covers three shareholders' agreement issues to avoid.

How to apply for SEIS: eligibility, advance assurance, share issue, compliance statement

Malcolm sets out the four steps to apply for SEIS: checking the company qualifies, applying to HMRC for advance assurance, issuing shares to investors in line with the Companies Act, and submitting the compliance statement.

How to transfer shares in a limited company (UK): ten steps from agreement to filing

Malcolm walks through the ten steps to transfer shares in a UK limited company, from the optional share transfer agreement and the stock transfer form through stamp duty, board approval, the registers, new certificates and notifying Companies House.

Need advice on this? See how Malcolm can help.

Running a company

Articles of association, board minutes, directors, Companies House, group structures and choosing between a company, partnership or LLP.

Memorandum of association vs articles of association: what each document does

Malcolm explains what a memorandum of association and articles of association are under the Companies Act 2006, where to find the model articles, and the three key differences between the two documents.

Sole director limited company: how to amend your articles to meet lender requirements

Malcolm shows a sole director and shareholder how to amend the model articles so one director can take decisions such as a buy-to-let mortgage, pass the written special resolution and file both documents at Companies House.

How to find your articles of association on Companies House (model and bespoke)

Malcolm shows how to check your Companies House filing history to tell whether you have model or bespoke articles, where each kind is found, and the procedure for amending the articles by special resolution.

How to amend articles of association (UK): board meeting, special resolution and filing

Malcolm walks through the ten-step procedure for amending a private limited company's articles under the Companies Act 2006, using template notices, board minutes and a written special resolution, and shows what to file at Companies House.

How to draft board minutes (UK): notice, minutes, signing and record keeping

Malcolm explains how to prepare a notice of board meeting and board minutes using templates, how to send the notice using your statutory registers, who signs the minutes, and how long they must be kept.

How to create a group structure (UK): holding company, subsidiaries and an IP company

Malcolm explains what a group structure is, how separate legal personality ring-fences risk, and the seven steps to register a holding company and subsidiaries, including an IP company that licenses trade marks to the trading company.

Model articles of association explained: what they cover and how to change them

Malcolm explains what the model articles of association are, why every UK private limited company must have articles, what the model articles cover, and how they can be changed by a 75% special resolution.

What is a partnership? Types, liability and why you need a partnership agreement (UK)

Malcolm explains the legal definition of a partnership, how one can form automatically, the three types of UK partnership and their liability, and the key clauses a partnership agreement should contain.

What are articles of association? Model articles, bespoke articles and how to amend them

Malcolm explains what articles of association are and who they bind, why companies adopt bespoke articles instead of the model articles, how a Bushell v Faith clause protects a director from removal, and how the articles are amended by special resolution.

Shareholder vs director: the difference, shareholder rights and why 75% matters

Malcolm explains what a shareholder is, how shareholders differ from directors, the two main rights shareholders have, why a shareholders' agreement is advisable and why holding 75% or 51% of the voting shares matters.

Need advice on this? See how Malcolm can help.

Contracts and disputes

Writing and reviewing business contracts, what makes them binding, breach of contract, letters before action and settling disputes.

Joint venture agreement (UK): what it covers, legal forms a JV can take and the benefits

Malcolm explains what a joint venture agreement is, the three legal forms a joint venture can take in the UK, and the main benefits of joining forces with another business.

Master service agreement (MSA) explained: how it works and how it differs from T&Cs

Malcolm explains what a master service agreement is, how it works alongside project schedules in practice, a drafting trap he sees in real MSAs, and the difference between an MSA and terms and conditions.

How to write a contract like a commercial lawyer: questions to ask and 3 drafting tips

Malcolm explains how he approaches writing a contract: the questions to ask about goals, risks, warranties, termination and payment, then three drafting tips on obligations and definitions.

What makes a contract legally binding (UK): the five elements and when a contract fails

Malcolm explains the five elements that make a contract legally binding under English law, with practical examples, and then covers duress, onerous terms, unfair contract terms and contracts that must be in writing.

How to write a contract using ChatGPT (UK): five steps and the legal checks to make

Malcolm walks through his five-step process for drafting a contract with ChatGPT, from filling in a prompt template to checking the output, and explains why the draft still needs to be legally binding under UK law.

How to write a letter before action for breach of contract (UK): an eight-step guide

Malcolm explains why the pre-action protocol requires a letter before action, then walks through eight steps: collecting evidence, drafting the letter, signing, sending it by Signed For post, tracking it and handling the response.

Breach of contract and remedies (UK): minor, material and anticipatory breach explained

Malcolm explains what a breach of contract is, the difference between a minor, material and anticipatory breach, and the remedy that applies to each, including the duty to mitigate your losses.

Need advice on this? See how Malcolm can help.

Trade marks and intellectual property

Registering a trade mark in the UK, protecting a name and logo, and enforcing your intellectual property.

How to trademark a name and logo in the UK: a walkthrough of the IPO online application

Malcolm walks through the UK IPO online application for a name and logo trade mark, from applicant details and uploading the logo to choosing classes, paying the fee, and what happens after you apply.

How to register a trademark in the UK: the key principles and a six-step application guide

Malcolm explains the principles behind trademarks, including classes and the TM and R symbols, then walks through the steps to register a trademark with the UK IPO and what happens after you apply.

Need advice on this? See how Malcolm can help.

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