Gannons Commercial Law Limited

Located in the heart of the City, Gannons is a boutique law firm focused on solving business problems commercially. The firm works primarily with private companies and partnerships along with their shareholders, investors, partners and directors.  The firm represents clients' needs in matters relating to wide range of areas, including, Corporate, Commercial, Employment, Tax, and Dispute resolution. We are panel advisors for many financial institutions and trading companies, including Accenture, HSBC, and BP. 

Gannons’ philosophy is to offer specialist services at competitive rates to SMEs, who are often overlooked by the larger players. The team of Gannons’ lawyers are carefully selected to provide a wide range of experience and expertise, in a full range of corporate, commercial, and employment services. Founder, Catherine Gannon, specialises in tax and risk analysis: her support for business ventures has nurtured Gannons from the small enterprise it once was, to the established firm it is today.

The firm has undergone restructuring recently to enable it to stay competitive.  The firm engages a mixture of employed solicitors and consultant solicitors. The mix provides the firm with the ability to field honed skills without running a heavy payroll burden. The firm has always been ahead of its time: they have been paperless since inception nearly 25 years ago and take full advantage of latest technology which allows for cost effective staffing - AI is not far off.

Gannons continues to contribute regular editorial content for various publications including The Telegraph, The Guardian, Accountancy, Financial Adviser, HR Magazine and online platforms, webinars and business blogs. The firm also hosts regular free networking events for entrepreneurs, accountants, and employees. 

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Settlement Agreements:

Offering an employee a settlement agreement is a common way to avoid potential disputes, save time and possibly some money avoiding disciplinary process, significantly reduce the risk of an aggrieved employee acting unlawfully such as stealing confidential data and overall is a clean way to mutually agree to terminate employment.

Settlement agreements are very standard documents and this is because, to have legal effect, they must comply with the legislation which created settlement agreements. Whilst very standard there are areas where employers vary in what to include which are typically whether to include any post-employment restrictive covenants, policy on references and for senior employees, possibly what happens to any share options.

We advise employers on settlement agreements and draft agreements for employers. We also of course advise on any underlying employment law issues such as redundancy.

Barry Willcox - I can only concur with the many positive reviews of Gannon's employment specialist Jason Pradhan, who helped me with a work-related settlement agreement. He and his colleague Julie Greenwood were both highly responsive, courteous, efficient and very friendly, and they made the entire process very easy indeed, pretty much from one working day to the next. I cannot recommend them highly enough, both Jason and Julie in particular, and Gannons in general.

Ian Hazelhurst - Gannons talked me through the finer details (and importance clauses/covenants) of my settlement agreement in a very quick and simple way. Made that part of the process very easy and quick to deal with.

Jacob - Alex Kennedy kindly assisted me with my matter. This was not something I was familiar with nor previously had to deal with before. Alex was very patient with me and made me feel comfortable throughout. I am grateful for your assistance and highly recommend using this firm.

Corporate / Company: Company Buyback of Shares

A company buyback of shares is a popular route for shareholder exits and can be an inventive way to extract cash from a private company. In many cases the payment on the buyback will qualify for capital treatment and taxed at lower rates of tax than dividends. We have handled many companies’ purchases of their own shares in our time. Familiarity with the practice area brings expertise and cost savings.

Case Study

Gannons oversaw a share buyback for a company re-claiming company shares after an employee director resigned.

To successfully manage the sale, first we reviewed the relevant documentation. This included the company’s articles of association, shareholders’ agreement, and director service agreement. We also advised on making the sale in the most tax efficient way.

We explained that the employer had three options to resolve the sale of the employees’ shares. Each had different tax consequences. The first of the three options was for the employee to remain a company shareholder. Alternatively, the company could buyback the employee’s shares and cancel them after a buyback. The third option was for the shares to be sold to a third party or existing shareholder of the company.

It is always difficult to establish a value for shares when selling a private company’s shares, as there is no market.

Stephen Garside – Good overview of the complex area of corporate restructuring and tax and company law issues.

Tasos – Absolutely brilliant. We used Gannons for some corporate legal work and they were reasonable with their pricing, good quality work and within the agreed timeframe. I would definitely recommend them.

Dispute Resolution: Director / Shareholder Disputes

Disputes between company directors are common in private companies. Generally, with these businesses, the directors are also shareholders and often no longer agree how to run the business and future strategy. A Deadlock may arise where the directors and shareholder’s vote are equally split. The most common remedy ordered by a court, in this case, is to sell the company or shares to the highest bidder.

Case Study

Our client was a founder, minority shareholder, director and employee of a publishing company. After 10 years, she gradually reduced her working hours in preparation for retirement. A large multinational sought to acquire the business. We advised her on the sale of her shareholding and the tax implications.

It was important to enshrine into the corporate documentation that in the event of a sale, a minority shareholder will receive the same consideration as any majority shareholder.

The sale of the shares included an initial payment in cash upon completion. Provided that certain conditions were satisfied, then further payments would be made on the first anniversary of completion.

Josh H - Alex Kennedy helped us get out of a difficult dispute with an ex-employee and a previous legal firm. He was efficient and proactive, and I would strongly recommend Alex and Gannons.

Francis Magnavacca – Gannons contribution was vital in the settlement of the dispute.
We will definitely contact Gannons again for any legal advice we may need in the future.

Employment: Unfair Dismissal

 

In a private company, outside of a sale of the business valuing shares when an employee ceases to be employed can be difficult.  Our client worked in the construction industry for many years. In 2018 he participated in a private-equity backed management buyout of his employer, and so became a director and 4% shareholder of his employer. He was presented with a pre-written letter of resignation and told to sign. Feeling as if he had no other option, he did as he was told.

Case Study

Our client was told he could either take a different role on a much-reduced salary or accept redundancy, which would involve signing a settlement agreement. He was placed on gardening leave to consider his options.

In order to improve the position on settlement we contested Jerry’s purported redundancy. We pointed out that as Jerry had been told he would be dismissed “as soon as a replacement could be found” he was, by definition, not redundant. We forced the Company to admit that the position was not redundant, and that Jerry could only be fairly dismissed if a formal performance management process was followed. We then began negotiating a more equitable settlement.

JS - Alex Kleanthous was my solicitor in reaching a termination agreement with my employer. He was very helpful and knowledgeable and just made everything really easy and smooth, negotiating on my behalf in a very effective manner. The team was very efficient in booking me in for the first call and was very quick and responsive all throughout. I highly recommend.

Francis Magnavacca - Very competent Firm, we were properly assisted in a complicated issue related to Unfair Prejudice.