2. legal input in business strategies and company group structure

Question 1

business decisions a company could make

Answer 1

1. expanding - new properties
2. expanding - new countries
3. expanding - online

Question 2

legal input if:

COMPANY WANTS NEW PROPERTY

Answer 2

• Property lawyers advising on property matters (lease or freehold?)
• Planning issues?
• Advice on financing (e.g. debt finance?)
• Commercial contracts (supply contracts, customer contracts)

Question 3

legal input if:

COMPANY WANTS TO EXPAND INTO NEW COUNTRY

Answer 3

Same as for new property but also:

NEED lawyer of foreign jurisdiction to advise on that jurisdiction’s laws

Question 4

legal input if:

COMPANY WANTS TO EXPAND TO ONLINE TRADING

Answer 4

• E-commerce specialist
• IT specialist
• IP lawyer (branding or IP issues)

Question 5

general legal input for most business strategies

Answer 5

• CORPORATE: put strategies into place and advise on company procedure
• CORPORATE: setting up a subsidiary (new ventures sor risky)

Question 6

get to know personalities involved ….

Answer 6

1. how will they react to things?
2. how do they do business?

= FOCUSED ADVICE TO BE MORE HELPFUL AND BESPOKE

Question 7

WHY set up a subidiary

Answer 7

1. MAIN = ISOLATE RISK (separate management and liability)
   - if things go wrong, only subsidiary affected
   - e.g. if default, creditors can only go for assets of borrowing company (unless cross-stream guarantee)
2. easier to sell off (because it is separate) - good if goes well or badly
3. easier to concentrate expertise (DIRECTORS can be experts in that field)

Question 8

what are subsidiaries

Answer 8

NEED NOT TO HOLD 100% of shares (or even ownership)

key is = control actions over the company (influence or control actions of the board?)

s.1159(2)

Question 9

what are wholly owned subsidiaries?

Answer 9

no members except the parent company (s.1159)