“Better put a strong fence around the top of the cliff, than an ambulance down in the valley” – Joseph Malins, 1895
The best outcome of all, financially and practically is to prevent the origination of problems. We want clients to focus on positive value creation whilst we support them to avoid its loss. Consequently, our dispute avoidance services are all preventative in character and broadly categorise under two genres of service.
Business & Personal Risk Prevention
Risk rarely jumps out without at least showing itself beforehand. The problem is that you need to be aware of the risks and be prepared to act on it early to prevent the origination of disputes.
Risk prevention starts with high quality Contract and Transactional documents that are drafted to minimise downside risk. Our experience in Court litigating contracts that are under close scrutiny by Judges has enabled us to draft preventatively with insights that many other commercial and transactional lawyers do not bring.
Our experience in commercial and transactional documents has been developed over the past 18 years and we only use senior lawyers to do it. These lawyers tend to have worked previously in industry, leading legal departments. These former in house counsels are a highly effective asset in commercial work because they have a habit of knowing what matters. This pragmatic approach to contract work has led clients to instruct us on a wide variety of commercial contracts. In addition to business’ commercial work (for example terms and conditions, licenses & distribution agreements) we also involve ourselves in private company growth and exit events.
Growth and Exit events are key milestones for business owners. We are often asked to advise on capital raises (from early stage through to private equity) and this involves very careful consideration of company articles and shareholder arrangements. Our experience has taught us that these “growth” moments can create significant risk to business owners if the packs of documents are not carefully prepared to protect their interests. The same is also true in joint venture arrangements. What can begin as a positive can end acrimoniously, these documents must anticipate the worse.
Exit events, where business are acquired or sold, are also best approached with risk in mind. Over the years Spring Law’s lawyers have successfully bought and sold significant numbers of privately owned businesses. We constantly remind ourselves of the need for the documents to be resilient, by which we mean strongly in the client’s interests – which are obviously different in the case of a buyer or seller.
In addition to the range of commercial and transaction work that we do, Spring Law also provides General Counsel Advisory Services to business and high net worth businessmen. These services provide companies and individuals with a senior lawyer as a go to person for all issues. Through integration with a business/an individual’s personal requirements, risk is reduced substantially. Many of our lawyers have experience as previous senior in-house counsels to business equipping them well to meet the specific demands of this service.
Risk & Litigation Ready™
Most businesses and individuals are not prepared for a dispute. A lack of preparedness can influence the outcome of a case. This is most obvious in the management and control of internal and external emails and document management.
In litigation documents that are adverse to your own case are required to be disclosed to the other party to the litigation in the same way as documents that support your case. Admissions made inadvertently in the “pre dispute” phase can significantly harm the prospects of the case as well as poor recollection of material facts.
Our Litigation Ready service involves a review identifying where business and personal risk is most significant, understanding whether contracts being used as templates are actually protecting risk, considering company policies aimed at minimising risk, and making recommendations as to how the business can be prepared for litigation even where none is contemplated.
Clients who have been involved in a Court or arbitration take this product seriously – the journey of adversarial litigation is harsh. We have yet to work with a client involved in a dispute who wished they had done less or been less well prepared.
The Litigation Ready service places clients in a position of readiness. With luck it will simply have been a prudent investment that is never called upon – but if a dispute does arise the work done to be ready will pay off immeasurably.
General Counsel Advisory Services
Services that are geared specifically to the needs of business. The advantage of the General Counsel Advisory Services is that it provides your business with a go to senior lawyer who acts for you as if he was part of your business. Familiarity with what your business does, how it does it, what problems arise in the course of the business means advice is targeted and informed. Clients who typically retain us to provide this service have annual turnovers of between £3-£10m.
Risk & Litigation Ready™ Audit
The army has a well known mantra. Prepare or prepare to fail. Business is understandably focussed on the positive go forward. Unfortunately for every act of positive business conducted there is a potential risk. That risk can take many forms: employee and consultant risk, intellectual property theft/abuse, contract breaches, inadvertent admissions, sloppy document control, theft of confidential information. The list goes on. This service aims to identify and plan for business and personal risk.
Different business have different types of compliance obligations. Compliance has become an ever more prominent feature of business life. The balance to be struck is effective compliance without stopping the business in its tracks. We review compliance requirements and the controls used within the business to ensure effective and proportionate compliance.
Employment & Consultancy Arrangements
People are the engine of business. They can build value and they can lose it. From a business perspective the contracts and policies with employees are a key part in the matrix of value capture. People present real risk to business on a daily basis. We aim to ensure the company is protected against that risk and the employment contracts and policies offer the company maximum protection and flexibility. The same is true equally with consultants. This is a different legal relationship that needs specific attention to ensure no employment rights are granted, the company is protected against tax and work product created is in fact owned by the company.
Merger & Acquisition Risk Profiling
We work closely with the client and our intelligence assets to understand where the risks lie in a company acquisition. It is a fact that 90% of acquisitions fail to deliver the expected benefits. Our aim with this service is to assist the acquiring company to push that statistic more in its favour. This is not a financial analysis – it is about lifting the bonnet of the company and seeing what is really said about it, risk profiling its business, understanding more about the people that run it, knowing whether it is compliant or not.
Reputations can take a lifetime to build and in today’s world are lost in a moment. We work with companies and individuals to manage their on-line profile to their advantage and to be on-hand to assist in a crisis. Effective Rep Control™ is a continuum, and we find this service works best on a monthly retained basis so that we are on top of what is being said and how. The speed of reputational destruction is now so fast that controlling online presence is something few can afford to ignore.
Identify & Protect your Business & Personal Risk
You only need to be involved in one significant dispute to realise the benefit of a pro-active approach to dispute avoidance. Avoidance is the key to business success, it should be on the agenda at every board meeting. Are you protecting your business and personal value?