Speaker - Fraser Morrison As your business grows, it’s essential to ensure that your legal documents are fit for purpose and match the current stage of your business. This ranges from documents governing the relationship among shareholders, your terms and conditions of business and online presence and operation. We’ll discuss key elements of the above and how to ensure you and your business are protected as your business grows in 2020 and beyond.

1. Welcome
To the 26th
Business Journey
event

2. Business Journey Partner
Fraser Morrison
@MHSolicitors

4. The Business Journey
Growing your business in 2020
18th February 2020
www.macdonaldhenderson.co.uk © 2020

5. £150m deal value in 2018
100% increase in number of deals
Corporate team awarded Team of the
Year in December 2018 at The Law
Awards of Scotland 2018.
Entered Legal 500 Recommended Law
Firm Guide in August 2015 and now
ranked as a Recommended Law Firm by
The Legal 500.
51 deals completed in 2018/19
25% cross border deals
Corporate Team shortlisted as finalist
for Legal Advisor of the Year at The
Insider Deal and Dealmakers Awards
2018
One of the Top Four corporate law
firms in Scotland in terms of number of
MBOs (management buyouts)
completed in 2018/19 (Business
Insider 2018 Yearbook).
Leading Advisor to Scottish Family
Businesses at The Herald Scottish
Family Business Awards 2012 & 2013.
A top 12 Scottish corporate law firm by
number of deals completed (2012, 2013,
2014, 2015, 2017, 2018 and 2019
Business Insider).
Turnover and profits increased by
100% since a Management Buyout in
2009.
“Best Friends” policy with 20 firms in
15 jurisdictions and a conflict referral
firm of choice for some of Scotland’s
largest commercial law firms
Macdonald Henderson

6. Growing your
business in
2020
• Shareholder Relationships
• Group Structure
• Employees
• Business Premises
• Contracts & Standard Terms
• Website & Online Trading
• Mergers and Acquisitions
• Wills & Powers of Attorney

7. Shareholder
Relationships
• Articles of Association and Shareholders’
Agreement
• Regulate formal running of the company
and relationship among shareholders
• Rights on an issue of shares
• What happens if someone wants to sell
their shares?
• What happens if someone walks away or
is sacked or there is a falling out?
• What happens if a shareholder falls ill or
dies?

8. Shareholder
Relationships
• Drag Along and Tag Along
• Classes of Share
• Dividends
• Directors & the Board
• Reserved Matters
• Restrictive Covenants

9. Group Structure
• Is your group structure still fit for
purpose?
• Holding company
• Trading Subsidiaries
• Business properties
• Intellectual Property
• Demerger

10. Employees
• Employment contracts
• Bonuses
• Employment rights
• Restrictive Covenants
• HR Facility
• Shareholdings and Share Options

11. Business
Premises
• Fit for purpose now and in the future?
• Lease terms - rent free, rental payments,
break clause
• Moving office – costs and dilapidations
• Pension or property development
company

12. Contracts &
Standard
Terms
• Do you have contracts in place?
• Are they still fit for purpose?
• Cash is King
• Title and Risk
• Liability – B2B and Consumer
• Termination
• Confidentiality
• Recourse
• Insurance

13. Website &
Online Trading
• Terms and Conditions
• Privacy Policy
• Cookie Policy
• Acceptable Use Policy
• GDPR

14. Mergers &
Acquisitions
• Organic Growth
• Growth through Acquisition
• Competitor or
Complimentary Business
• Share Purchase or Business
& Asset Purchase
• Due Diligence
• Heads of Terms
• Legal Documents
• Practicalities – employees,
properties, pensions,
contracts, bad debts

15. Wills &
Powers of
Attorney
• Everyone should
have a Will and
Power of Attorney
• Protects your family
AND your business if
the worst happens
• Estate Planning
• Wealth
Management

16. Contact Details
Fraser Morrison
Director
0141 248 4957
fraser@macdonaldhenderson.co.uk
www.macdonaldhenderson.co.uk © 2020

17. Questions for Fraser

18. Round Table Discussion

19. Future Topics
If there are topics you would
like addressed at future
Business Journey events please
talk to The Business Journey
partners.

20. Dates for the diary
The next Business Journey event
June 2