McAllister Olivarius offers a full spectrum of corporate and commercial advice to public and private companies of all sizes, from start-up to listed entities. We pride ourselves on going the extra mile to understand the needs of your business and help you unlock the maximum value from any commercial opportunity.
We understand what it’s like to build a business and are excited to help others meet their challenges and thrive. Our founding partner, Dr. Ann Olivarius, trained as an investment banker and was head of the corporate department in Shearman & Sterling’s Washington, D.C. office, where she advised Dan Case, CEO of Hambrecht & Quist, about its $1.35 billion acquisition by Chase in 1999. Our lawyers have trained and worked at major international firms and are experienced in handling a range of corporate matters.
We frequently help clients looking to establish new operations (including setting up companies, branches or subsidiaries in the US or UK) and can advise on everything from financing possibilities and risk analysis to transfer of shares and changes to corporate structures, including through dissolution and liquidation. We also offer ongoing support to smaller businesses and can provide representation during general meetings of shareholders and associates.
The Corporate & Commercial matters we regularly advise on include:
- Agreements (including intellectual property, distribution, supply, franchise and confidentiality agreements)
- Articles of Association
- Corporate governance
- Corporate restructurings (including demergers)
- Crowd funding/Venture capital funding/Angel investments
- Dissolution of companies
- Joint Ventures
- Management buyouts
- Ongoing support to SMEs
- Risk analysis
- Share reorganisations, share options and Enterprise Management Incentives (EMIs)
- Shareholder and share purchase agreements
Examples of our work
Corporate Advice & Commercial Litigation
An American hotel company wanted to sell some of its assets to a British buyer.
We negotiated a shareholder’s agreement making the seller a minority shareholder in the UK firm, with an unusual automatic buy-out provision based on the performance of the acquired business.
A Swiss firm wanted to become a supplier to American and British companies, and possibly to acquire some.
It wanted to make sure that American and British laws about corrupt practices and bribery would permit this. We did a comprehensive corrupt practices assessment, which included drafting internal compliance guidelines for their executives and supervising their training.
An American investor wanted to buy a substantial share of a popular London theatre.
Other investors in the deal had structured it so that they had almost all of the upside if the theatre prospered and he had almost all of the risk if it lost money, and he was unhappy that his lawyers had allowed things to get out of hand. He hired us and we quickly restructured the deal, redrafting all the agreements to make them fairer to our client and reaching a quick closing, at a quarter of the price of the other firms involved. The theatre, and our client, prospered.
A South African developer of innovative data services to be offered throughout Southern Africa wanted to obtain foreign financing.
We advised him on how to implement a smarter corporate structure that would make his firm more attractive to investors.
An American investor wanted to start a firm that would combine an online donation clearinghouse for US political candidates with a social media platform.
We advised on the complex laws regulating political fundraising and consumer protection.
A British firm trying to bring a new electronic gaming device to market needed to reach agreements with its investors and its Chinese suppliers.
We prepared agreements and advised on strategy.
A UK distributor for an American medical product had a very successful year, after which the supplier wanted to negotiate its relationship to get a bigger piece of the action.
We advised the distributor about its legal rights under its existing contract, which were poor, and on how to protect itself.
Due to bad advice from its former solicitors, a company lost £500,000 under the terms of an asset sale agreement.
We argued on the company’s behalf that its former solicitors had given bad advice about the potential commercial risks inherent in the wording used in the legal agreement. As events turned out, those risks became a reality. A common feature of this kind of ‘lost opportunity’ case is the requirement to prove loss by showing how things might have been different, had the solicitors given the correct advice. After proceedings, mediation followed and the majority of the claim and legal costs were paid by the solicitors’ insurers.
Three founders of a fintech company had a falling out, after which one claimed his termination from management was illegal because they were all allegedly in a partnership that blocked the other two from using their powers under company law against him.
We wrote a robust letter on behalf of the two remaining directors explaining why the partnership argument was risible and negotiated the third director’s permanent departure on favorable terms.
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