ORACLE FAMILY OFFICE
We are a boutique legal practice located in Mayfair providing services to high-net worth individuals, their families and their corporate vehicles in the areas of immigration (both personal and corporate), corporate transactional matters (including mergers and acquisitions) and trademark registrations and maintenance.
We also offer generalist corporate advice, including business set up, shareholder relationships, sale of businesses.
Our team has both in-house and private practice background, and has extensive legal experience, especially working on cross-border transactions and finding solutions to the most unique problems.
CORPORATE / M&A
We offer general corporate advice and support to companies of all sizes from start ups to international conglomerates as well as individuals, partnerships and other organisations engaged in a variety of industries.
We strive to ensure that our clients’ interests are fully protected, expectations managed and solutions to problems are found and presented. No matter the size of transaction the quality of our services remains consistently good. We also specialise on providing complex solutions to clients utilising our unique backgrounds, thereby, each client receives not a piece meal result but a comprehensive response that covers various areas.
Services
- Share and asset acquisitions and disposals, reconstructions and buy backs;
- Conducting due diligence in connection with various commercial transactions;
- Advising on all forms of joint venture and strategic alliances; and
- Advising on corporate and venture financing.
We also provide comprehensive advice on a wide range of agreements that are necessary for the day-to-day operation of our clients’ businesses, including:
- Standard terms and conditions;
- Agency, distribution and franchise agreements;
- Manufacture, supply and service agreements; and
- Partnership agreements.
Frequently Asked Questions
- What standard corporate documents is my company required to have by law?
- Memorandum and Articles of Association, Register of Directors and Register of Shareholders, Share Certificates and Minutes of the meetings of Directors and Shareholders.
- What other documents should I have to protect my interests?
- Shareholders Agreement which will protect your interests as a shareholder of the company. Share Purchase Agreement if you are buying or selling shares.
- Why and when do I need a shareholders agreement?
If the company has more than 1 shareholder, than you should give serious consideration to putting a shareholders agreement in place. This agreement between the shareholders helps protect the investment in the company by managing the relationships between various parties within and by setting out the procedures by which the shareholdings are to be managed and controlled.
The agreement will also set out how disputes between shareholders are to be resolved; how a sale or part sale of the shares shall take place; what is to happen on the death, bankruptcy or incapacity of a shareholder; and how the company is to be managed and operated.
- How does it protect my interests?
- As opposed to Articles and Memorandum of Association, Shareholders agreement is not a one-size-fit all solution. Although Articles and Memorandum can be tailored to a certain degree, they remain a public documents, available for inspection, thereby any tailored information you include in them will be seem by anyone who checks. Shareholders Agreement is not filed with any governmental agency and therefore, remains completely private, yet binding, document between the parties.
- What happens if there is no shareholders agreement?
- As specified above, lack of shareholders agreement does not mean that you, as a shareholder, are not protected. However, you may be unprotected in certain situations, in particular, where you are a minority shareholder .
- Why do I need to seek your advice when there are a number of draft shareholders agreements online?
- As stated above, the Shareholders Agreement is a highly personalised document, tailored to your particular company and your particular situation. Therefore, it would be impossible to achieve full protection of your interests using a simple template off the internet. We would be able to discuss all aspects of your shareholdings and all possible risks that may be associated with your involvement with the company and thereby, create a document that will offer you the fullest degree of protection.
- How long does it take to draft a Shareholders Agreement?
- The drafting phase takes approximately 1-2 weeks. However, you should also keep in mind that there may be a negotiations phase involved, in which other shareholders and their solicitors will/may be participating. This phase may last from 1-2 weeks to 1-2 months, depending on the speed with which all parties respond to various queries. Although the time frame may differ based on individual circumstances and during public holidays.
DEBT FINANCING
Frequently Asked Questions
- Why would I or my company rely on debt financing?
- If a company needs capital there may be a couple of ways to raise such, one of them would be debt financing (the most typical of which would be a bank loan). Some of the main advantages of debt financing are:
- maintaining ownership – as a general rule the lender would have no control in the company, thereby, the company is free to continue running its business without interruptions;
- tax deductions – generally, the principal and interest may be classified as business expenses and therefore, can be deducted from the income when calculating the taxable base.
- What documents would I need to present and disclose to issue bonds?
Issuing bonds through Euroclear (i.e., such bonds that can be easily tradeable through any broker and onto any account) requires the involvement of a number of financial institutions. Thereby, it is necessary to provide full due diligence information on the issuing company, its management and its ownership. The information on the beneficial owners to be disclosed would also have to include the information on the source of funds of such owners.
Furthermore, it would be necessary to disclose the business plan of the issuing entity to support the company’s claims as to the use of funds raised. Where the bonds issued are secured then it would also be necessary to provide the documentation confirming such security and your ownership of such security.
- Do I need to provide collateral to secure the issue of bonds?
- The question of whether to issue secured or unsecured bonds depends on the type of investor you are seeking to attract. Certain investors may be more confident in the company and therefore require less security. However, it is worth keeping in mind that as a general rule the investors would want to see some type of security for their investment.
- When should I contact you if I want to raise debt for my company?
- The earlier in the process you contact us the more comprehensive advice we will be able to provide, not only on the issuance itself but on the corporate structure (and possibly re-structuring) that may make the due diligence process easier and therefore quicker – this is due to our extensive experience in those types of transactions and knowledge as to what the paying agents (banks) are looking for in the issuing entity.
- How long does the process of bond issuance take?
- The process would depend on the speed with which you are able to provide due diligence and respond to various queries posed by the bank. Additionally, various other factors can play a role in the time it takes for the issuance to be completed, in particular, the speed of communication on the part of banks and their solicitors. However, as a general rule the issuance takes approximately 1 – 3 months.
- Is there a minimum amount of financing that I can raise through the issuance of bonds?
- No, however, the associated costs would make the issuance of less than £10mln impractical.
- What is the difference between the services you offer and those offered by investment banks?
- We combine expertise on various subjects (including due diligence, bank account opening, issuance of bonds, listing) within the small team of professionals, which enables us to offer the most comprehensive advice within the shortest amount of time. Additionally, we can help raise the smallest amount via the issuance of bonds, at the same time, as a general rule, private banks will put a cap as to the amount of issuance they would consider, if you were to approach such bank individually.
INTELLECTUAL PROPERTY PROTECTION
Intellectual Property of any business or individual is often the most overlooked but most valuable asset of the business. Oftentimes, non-registration or improper registration of the intellectual property can have siginificant negative consequences to the entire business, and, in fact, can bring the entire business to a halt or to a dissolution.
Below list sets out some of the services that we offer and can also serve as a broad guidance to access the health of a company’s IP issues.
Services
- Drafting and negotiating licensing, sublicensing, bundling, distribution and marketing agreements in the context of both domestic and international transactions;
- Advising on trademark and copyrights issues, including appropriate filings;
- Drafting and negotiating technology transfer agreements, including complex cross-border technology transfers and assignments and non-disclosure agreements;
- Registration of copyrights, trademarks and patents.
Frequently Asked Questions
- Do I need to register my intellectual property rights?
- Your Intellectual Property (IP) is one of your most valuable assets, whether as an individual or as a business. It can add to the competitiveness of the business and add to the overall success of the business. Since the IP rights are not tangible assets, it may be difficult to see their true value, however, they do offer a significant addition to the overall value of any business or brand. Failure to register your IP may result in third parties using your property and thereby stealing from your business.
- What rights can I register?
- There are 4 main intellectual property rights that can be protected in the United Kingdom:
- inventions such as new products and processes
- decorative designs, and designs for the appearance or shape of a product
- names and symbols for your product or service (including your business name) – trade marks
- original written publications, recordings and other material such as websites, catalogues, promotional literature, manuals, works of art, photos and other images and formats and layouts for publications such as newsletters, web pages or other materialPlease note that most countries have very similar IP rights protection laws, however, there may be some variations as to what rights may be registered, therefore, you must consult a specialist to determine which of your work products may be registered.
- Am I protected if someone is using my unregistered intellectual property?
- Depending on the type of intellectual property and your individual circumstances you may be protected. However, you will have to demonstrate in court that you are in fact the owner of the IP, that you have been using the intellectual property and acquired certain rights in the intellectual property. Please note that in order to bring certain actions (and in certain countries) you will have to demonstrate the existence of a valid registration of IP rights.
- Where should I register the rights?
- The choice of the place of registration of intellectual property rights will depend on your location and the places where you currently or are planning to conduct business. This will differ in each individual case and should be access based on particular circumstances.
- Who should hold the intellectual property rights?
- The decision regarding the entity/person that will hold IP rights should not be regarded in a vacuum, but should be considered as part of your tax planning exercise. In certain jurisdiction the IP may be taxed if it is registered in that particular jurisdiction and then may be taxed upon your disposing of the IP to your descendants.
- Can I make one application which will give me protection worldwide?
- No, it is not possible to make such application. As a general rule the protection of IP rights is restricted geographically to the country of its registration. However, under the current regulatory regime it is possible to register a trade mark as a European Community Trade Mark and patent as a European Patent, which will allow for the protection throughout all the countries currently in the European Union. Furthermore, currently 85 countries adhere to the Madrid Protocol (dealing with registration of trade marks) and over 80 countries adhere to the Patent Co-Operation Treaty (dealing with registration of patents), which essentially means that if there is a registration in one of the member countries, then it would be possible to expand the registration to encompass other member countries.
- What are the application fees?
- The application fee would depend on 3 factors:
- The country in which the application is made;
- The type of IP rights for which the registration is being sought; and
- The number of classes of goods and services covered under the application.
- How long does protection last?
- The length of protection would depend on the type of IP rights and also on the specific type of work. For example, literary, dramatic, musical or artistic works and films are protected for 70 years following the year in which the author dies. Trade mark registration lasts 10 year from the date of registration, however, is renewable for unlimited 10 year periods.
IMMIGRATION
Please get in touch to discuss your individual immigration requirements.