Advising on the share buyback that is right for your business
Our team of corporate solicitors can support you with:
- Advice on which type of share buyback is appropriate. This will largely depend on whether your business is a private limited company, a public unlisted company or a public company with shares traded on UK or certain other markets.
- Defining what your share buyback scheme should look like. We’ll establish whether your business needs to comply with Part 18 of the Companies Act 2006, or whether any rules by investor bodies or market regulations need to be taken into account.
- Checking your company’s articles of association. We’ll make sure that your proposed share buyback is permitted by your company’s corporate governance rules and assess what levels of approval are required by the company’s management and shareholders.
- Checking pre-emption rights. We’ll verify any pre-emption rights that have been given to other shareholders that will need to be waived before the share buyback can occur.
- Drafting the necessary documentation. We’ll ensure the share buyback properly complies with legal regulations and that your business does not become liable for fines.
- Advice on the appropriate timetable and series of events. We’ll make sure that the process is not open to dispute, has received the necessary approvals and complies with all applicable legislation, including giving adequate notice and other timings.
- Guidance on financial options. We’ll provide you with options that are legally available to your business so that you can assess how best to fund the share buyback.
- Guidance on documentation. We’ll advise on what needs to be sent to shareholders for review and where documents need to be available for inspection, including the procedure for circulating an off-market buyback contract or a shareholder circular for public companies with a premium listing.
- Assistance with filings. We’ll prepare and submit the necessary filings with Companies House and update the register of members of the company.
What our clients say
We pride ourselves on delivering an excellent service for clients, but don’t just take our word for it.
Harper James provide a cost effective, responsive and versatile service and provide us with access to legal teams that are experienced, commercially focused and well-resourced. Most importantly they are extremely familiar with the SME market and know the venture capital sector well.
My colleagues and I have found them to be adept at dealing with the variety of challenges facing early stage companies. They are a trusted source for sound, sensible advice and practical deal management.
…very efficient and helpful, especially given that it was difficult logistically with most of the directors away!
Fast, flexible access to specialists.
We use Harper James because they understand the venture capital sector we operate in, know our business inside out and are always on hand to assist us in any way we need.
As a University spin-out getting the right team of lawyers to support our emerging business was fundamental and the team are always available to provide us with the invaluable guidance and support we require.
Buyback of shares procedure
Getting the right legal support with the planning and execution of a company share buyback can help you avoid common pitfalls and get the business essentials right, first time.
Working with you to understand your business needs, we will help you answer the following questions when undertaking a share buyback so that it’s valid and meets the needs of your business:
- What type of company is your business – is it private, public, listed or traded for example?
- Will your share buyback scheme be market or off-market?
- How will your share buyback be funded – out of your company’s distributable profits or a new share issue for example?
- For private limited companies, will your share buyback be funded out of your company’s capital or cash?
- Is the share buyback in the best interests of the company and its shareholders?
- Are the shareholders likely to unanimously consent to the share buyback?
- How will the shares that have been bought by the company be held?
Share buyback benefits
Increase earnings per share
Increase the earnings per share with a company share buyback, helping to benefit the valuation of those shares (particularly for traded and listed companies) and to encourage investors’ support.
Support the share price
Buy shares when there is little demand for them in the market, then resell them at the right time. Organise a share buyback once the market improves and the share price increases to a value that the company believes better represents the business.
Effectively deal with shares held by employees
Give employees that no longer work for the company a clean break by way of a share buyback. Recent legislation has made it easier and simpler for a company to buy back shares from employee incentive arrangements, helping you to neatly wrap up an employment relationship.
Help your shareholders with strategic decisions
Utilise a share buyback if shareholders wish to leave your business, fostering goodwill between the parties should you need to continue to have a relationship following the shareholder’s exit. For the remaining shareholders, there is also comfort in maintaining the status quo as no new and potentially unknown shareholder will be joining the remaining shareholders.
Who we help: private and public companies
We support UK-based, public and private companies in commercial businesses that are looking to explore the benefits of a share buyback. We advise clients of all types, from start-ups to scale-ups and established market players.
Why choose Harper James Solicitors?
We can assist you with strategic analysis of your proposed share buyback, provide you with well-drafted documentation and help you establish a clear and compliant timetable for the share buyback procedure. Our corporate solicitors have a wealth of experience in share buybacks for both public and private UK-based companies.
In addition, the Harper James team can extend its expertise to you to support your business further. We understand that your legal requirements don’t just stop with a share buyback. That’s why we offer a fully integrated service to our clients across every area of law that your business will need to scale. From intellectual property assignment, to drafting commercial agreements, providing dispute resolution services and much more, you can rely on our strategically minded solicitors to support your business as it grows.
Plus, we have all been recruited from top 100 UK law firms or from large international businesses and have advised clients both as external advisors and as in-house corporate counsel. Find out more about the team here:
Abby Watson is a corporate solicitor, specialising in private equity investments, mergers & acquisitions, EMI share schemes, corporate finance and governance and more.View profile
Adam Kudryl is a Partner and Corporate & Commercial Solicitor at Harper James Solicitors, specialising in strategic investments, acquisitions and sales.View profile
Corporate Solicitor & CEO
Toby Harper is the CEO & Founder of Harper James Solicitors, as well as a corporate & commercial solicitor. He specialises in venture capital and the tech sector.View profile
Stephen is an experienced corporate lawyer, with a career including time at DLA Piper and Pinsent Masons. He specialises in mergers and acquisitions and private equity work.View profile
Shubhu specialises in early-stage fund raisings, shareholder arrangements and M&A. Prior to joining Harper James she worked at Mills & Reeve and before that at Addleshaw Goddard and Slaughter and May.View profile
Jas is a corporate partner at Harper James Solicitors, advising on corporate governance, mergers & acquisitions, venture capital & investments.View profile
Our three transparent pricing packages are designed to give you the widest possible access to high-quality legal advice, whatever the size and nature of your business:
Straightforward access to senior solicitors at a competitive rate.
An affordable solution for businesses needing one-off legal support. Receive ‘City’ partner-level expertise at a fraction of ‘City’ prices.
Have legal peace of mind for £189 per month with additional support from £99 per hour.
A monthly subscription legal support package specifically designed for start-ups and smaller businesses.
For businesses requiring 60+ hours of support a year, with prices equivalent to £99 per hour.
Fully account managed quarterly subscription service for businesses with more complex legal needs.