Birch Law UK, 1-7 The Downs, Altrincham (2026)

04/09/2026

You've agreed the headline price.

You've discussed the structure.

Both parties want the transaction to happen.

So what comes next?

In many corporate transactions, Heads of Terms are used to record the principal commercial points that have been agreed before the parties move into detailed due diligence and contractual negotiations.

They can cover matters such as price, payment structure, exclusivity, confidentiality and the proposed timetable.

Although much of the document may be expressed as non-binding, that doesn't mean it should be treated casually. Certain provisions may be intended to have legal effect, and decisions made at this stage can influence the negotiations that follow.

This is also one of the reasons involving your corporate solicitor before Heads of Terms are finalised can be valuable.

Getting the structure right at the beginning can make the journey towards completion considerably smoother.

Planning an acquisition, investment or business sale?

Speak to Birch Law.

📞 0161 669 4621
📧 [email protected]

02/09/2026

A recent High Court judgment has provided an important reminder for businesses that rely heavily on major customers or long-term commercial partners.

In Svella Connect Ltd v Virgin Media Ltd, the court rejected claims based on implied duties of good faith. The contracts already contained detailed provisions covering the relationship, including how work would be awarded and how the agreements could be terminated.

The supplier could not rely on an expectation of fairness to secure protections that had not been expressly agreed.

For SMEs, the lesson is clear.

If your business depends on a key customer, your contract should clearly address:

• Whether any minimum level of work is guaranteed
• How prices and payment terms can be changed
• Whether the arrangement is exclusive
• When either party can terminate
• What happens to committed work following termination
• Whether any exit payments or compensation will be due

A positive working relationship can change quickly when budgets, management teams or commercial priorities shift. By that point, it may be too late to negotiate the protections your business needs.

The question is not simply whether you trust your customer.

It is whether your contract protects your business if the relationship changes.

Birch Law advises businesses on the drafting, review and negotiation of commercial contracts. If your business relies heavily on one customer or commercial partner, now may be the right time to review what your agreement actually guarantees.

Contact our corporate and commercial team to arrange an initial discussion.

31/08/2026

Loan agreements aren't only for banks and large corporate transactions.

Businesses may borrow from shareholders, directors, investors, other companies or private lenders, and arrangements can sometimes begin relatively informally.

The difficulty comes when everyone remembers the agreement differently.

When should the money be repaid? Is interest payable? Can the borrower repay early? What happens following a default? Is the loan secured? Can the lender demand repayment in particular circumstances?

A properly drafted loan agreement creates certainty for both sides by documenting the commercial arrangement before money changes hands.

This can be particularly important where the parties already have an existing personal or commercial relationship. Clear documentation isn't a sign of mistrust; it can actually help protect that relationship by ensuring everyone understands the terms from the beginning.

Whether you are lending or borrowing, obtaining legal advice before entering into the arrangement can help ensure the agreement properly reflects the deal you intend to make.

Birch Law advises businesses, directors and shareholders on drafting and reviewing loan agreements and associated corporate documentation.

📞 0161 669 4621
📧 [email protected]

27/08/2026

One of the challenges of rapid growth is that the legal infrastructure of a business can easily be left behind. The company structure that worked at launch may not be appropriate after investment.

The contract written for your first customer may no longer reflect the size or complexity of the deals you're signing.

Informal arrangements between founders can become increasingly risky as the value of the business grows. And decisions that were once made between two people may require a much clearer governance process once directors, shareholders and investors are involved.

Scaling successfully isn't only about selling more. It's about building a business capable of supporting that growth. Periodically reviewing your corporate structure, governance and key agreements can help identify weaknesses before they become barriers to the next stage.

📞 0161 669 4621
📧 [email protected]

25/08/2026

Buying a business isn't simply about agreeing a valuation and transferring the money.

How the acquisition is structured can determine what you acquire, which liabilities you inherit and what protections you have if something later turns out to be different from what you were told.

That's why due diligence is such an important part of an acquisition. It allows the buyer to understand the company or assets behind the headline numbers and identify potential legal risks before completion.

Good corporate advice shouldn't kill a commercially attractive deal. It should help you understand the deal properly, address the risks and negotiate appropriate protection.
If acquisition is part of your growth strategy, involving your legal advisers early can make the process considerably more effective.

📞 0161 669 4621
📧 [email protected]

23/08/2026

A Management Buy-Out can offer an attractive succession route for business owners who want to step away while preserving continuity within the company.

The management team already understands the operation. Customers and employees may benefit from continuity, and the existing owner can potentially transfer the business to people they know and trust.
But an MBO remains a significant corporate transaction.

Funding, valuation, warranties, due diligence and the future ownership structure all need careful consideration. There is also an important transition from employer and management team to seller and buyer, meaning clear professional advice for the parties involved is essential.

For business owners beginning to think about succession, the key is to explore the options before an exit becomes urgent.

📞 0161 669 4621
📧 [email protected]

21/08/2026

Becoming a company director can feel like a natural step as a business grows, but the role carries legal duties that shouldn't be overlooked. Directors are responsible for making decisions in the interests of the company and must consider their statutory duties when exercising their powers.

This becomes particularly important when businesses are making significant decisions, experiencing financial pressure, dealing with conflicts of interest or considering transactions involving directors or shareholders.

Good governance helps directors understand where responsibility sits and creates a clear framework for making and recording important decisions.

For growing SMEs in particular, introducing more formal governance doesn't mean introducing unnecessary bureaucracy.

It means ensuring the way the business is managed keeps pace with its growth.

📞 0161 669 4621
📧 [email protected]

19/08/2026

Winning a significant new customer is exciting.

It can also be the moment when businesses feel under the greatest pressure to simply sign the contract and get started. But seemingly small amendments to payment terms, liability, termination rights, warranties or indemnities can materially change the risk your business is accepting.

The commercial question shouldn't simply be:
"Do we want this customer?"

It should also be:
"Are the terms of this relationship acceptable for our business?"

Contract negotiation isn't about making deals unnecessarily difficult. It's about understanding where the risk sits and deciding what your business is and isn't prepared to accept.

Sometimes the right decision will be to accept a particular provision. Sometimes it should be negotiated. What matters is that the decision is informed.

At Birch Law, we help businesses understand and negotiate commercial agreements without losing sight of the deal they're trying to achieve.

📞 0161 669 4621
📧 [email protected]

17/08/2026

A buyer's due diligence can reveal a lot about how a business has been run.

And once a transaction is underway, resolving historic legal issues while simultaneously negotiating a sale can create unnecessary pressure.

Preparing early gives business owners an opportunity to review their corporate records, contracts, ownership arrangements and potential liabilities before those matters are placed under scrutiny by a buyer.

It can also make the due diligence process more efficient and reduce the risk of an avoidable issue disrupting negotiations.

If an exit is part of your plan for the next few years, legal preparation doesn't need to wait until the business is officially on the market.

The work you do now could make the eventual transaction considerably smoother.

Birch Law advises business owners throughout the sale process, from early preparation and due diligence through to negotiation and completion.

📞 0161 669 4621
📧 [email protected]

13/08/2026

Some of the most difficult commercial disputes don't begin with bad relationships.

They begin with good relationships that were never properly documented.

Two businesses may work together successfully for years before something changes: a payment is missed, expectations differ, ownership changes or one party wants to terminate the arrangement.

Suddenly, questions that never mattered before become very important.

What was actually agreed? Who is responsible for what? When should payment be made? Can either party terminate? Who owns the intellectual property? What happens if something goes wrong?

A well-drafted commercial agreement doesn't demonstrate a lack of trust. It gives both businesses clarity about the relationship and provides a framework for dealing with change.

The best commercial contracts often spend years sitting in a drawer.

That's exactly where you want them.

At Birch Law, we draft, negotiate and review commercial agreements with one objective: making sure the legal position supports the commercial relationship.

📞 0161 669 4621
📧 [email protected]

Birch Law UK

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