Corporate & Commercial Business Advisory
Commercially Focused Legal Solutions for Scottish Enterprise
From dynamic technology startups in the Central Belt to established Highland family enterprises, hotel operators, and manufacturing groups, commercial businesses require rapid, commercially astute legal counsel. At Torquil Macleod & Co, we act as trusted fractional general counsel and transactional advisers.
Under the Companies Act 2006 and Scottish commercial jurisprudence, we structure partnerships, draft bespoke Shareholder Agreements with robust minority/majority protections, negotiate high-value B2B commercial contracts, and guide directors through complex governance mandates.
Our transactional M&A team in Inverness and Glasgow manages share purchases, asset acquisitions, management buyouts (MBOs), and cross-border commercial joint ventures with total dedication.
Do You Have a Robust Shareholder Agreement in Place?
Vital Commercial ProtectionStandard Articles of Association do not protect against business deadlock, shareholder disputes, or unexpected partner death/incapacity. A bespoke Shareholder Agreement drafted by our corporate solicitors establishes drag-along/tag-along rules, good/bad leaver share pricing formulas, and mandatory share cross-option insurance to protect company value.
Draft Shareholder AgreementKey Areas of Practice & Representation
Mergers & Acquisitions (M&A)
Leading buyers, sellers, and management teams through high-stakes share and asset transactions across Scotland.
- Comprehensive legal due diligence audits and disclosure letters
- Share Purchase Agreements (SPA) & Asset Purchase Agreements (APA)
- Warranty and indemnity negotiation and buyer disclosure limits
- Earn-out mechanisms, deferred consideration, and completion accounts
Commercial Contracts & Terms of Business
Drafting watertight B2B and B2C commercial agreements that protect revenue and limit operational liability.
- Master Services Agreements (MSA) and supply chain contracts
- Standard Terms & Conditions of Sale, Purchase, and Web E-Commerce
- Distribution, agency, franchise, and white-label licensing pacts
- Non-Disclosure Agreements (NDAs) and IP assignment deeds
Shareholder & Partnership Agreements
Structuring ownership frameworks that preserve stability, reward key talent, and prevent crippling deadlock.
- Drag-along and tag-along rights for minority and majority investors
- Good leaver vs bad leaver share valuation and repurchase rules
- Deadlock resolution: Russian Roulette and Texas Shoot-out clauses
- Partnership and LLP agreements for professional and rural practices
Corporate Restructuring & Succession
Managing corporate group reorganization, demergers, share capital reductions, and generational business transfer.
- Section 110 Insolvency Act solvent corporate demergers
- Company share buybacks out of distributable reserves or capital
- Employee Share Option Schemes: Enterprise Management Incentive (EMI)
- Family business succession and transitioning equity to next generation
The Corporate M&A Transaction Lifecycle
1. Heads of Terms & Exclusivity
Setting deal valuation, transaction structure (share vs asset), exclusivity period, and NDA.
2. Legal Due Diligence
Conducting thorough investigation of company contracts, property, IP, employees, and disputes.
3. SPA & Disclosure Letter Drafting
Negotiating Share Purchase Agreement, warranties, indemnities, and seller disclosure letter.
4. Completion & Companies House Filings
Executing stock transfer forms, board minutes, funds flow, and statutory filings.
Directors’ Duties under the Companies Act 2006 (Sections 171–177)
Company directors owe strict statutory fiduciary duties to promote the success of the company for the benefit of its members as a whole, avoid conflicts of interest, exercise independent judgment, and not accept third-party benefits. Breach of duties can lead to personal liability and director disqualification.
Ensuring board minutes properly record declarations of interest and board approval.
When insolvency is looming, directors’ primary duty shifts from shareholders to creditors.
Frequently Asked Questions
What is an EMI Scheme and why is it beneficial?
An Enterprise Management Incentive (EMI) is an HMRC-approved share option scheme allowing Scottish SMEs to grant tax-advantaged equity options to key employees to retain top talent.
What is the difference between a Shareholder Agreement and Articles of Association?
Articles of Association are a public document filed at Companies House. A Shareholder Agreement is a private, confidential contract between shareholders containing sensitive dispute, valuation, and exit rules.
What is Business Asset Disposal Relief (BADR)?
BADR (formerly Entrepreneurs' Relief) reduces Capital Gains Tax to 10% on qualifying business disposals up to the lifetime limit of £1,000,000.
How do you break a 50/50 shareholder deadlock?
A properly drafted Shareholder Agreement contains pre-agreed deadlock resolution mechanisms (independent chairman casting vote, mediation, or buyout shot-gun clauses).
Business Department
Robins Simon
Associates Partner
Direct partner supervision on all Scottish matters across our Inverness and Glasgow offices.
Schedule Call with Partner