Corporate & Commercial
Every business encounters legal questions that do not fit neatly into a single transaction. South Hill Law provides ongoing corporate and commercial counsel to private and public companies, business owners, investors and management teams as they build, operate and grow. We help clients navigate the relationships, structures and agreements that hold a business together, with advice grounded in the commercial realities behind each question.
Let’s TalkThe legal foundation a business runs on. South Hill Law advises on corporate structure and governance, the relationships between owners and the commercial agreements that hold a company together, identifying where the real risk sits and drafting terms that hold up when it matters. Getting these right early is what keeps a small disagreement from becoming a costly fight later.
Every strong business rests on a solid corporate foundation. We help companies and their owners get the structure right, stay onside their governance obligations and make informed decisions with a clear view of their rights, options and risks.
The relationship between owners is often one of a company’s most important, and most overlooked. We help shareholders set clear expectations around ownership, decision-making, transfers and exits, so a change in the business does not become a dispute between the people who run it.
Businesses run on their commercial relationships, and the agreements behind them decide who carries the risk when something goes wrong. South Hill Law drafts, reviews and negotiates contracts with customers, suppliers, contractors, service providers and strategic partners, focused on the commercial objective, where the real risk sits and terms that hold up in practice.
Some of the most consequential decisions a business makes fall outside any formal transaction. We advise owners and management on strategic corporate steps, joint ventures, partnerships, reorganizations, investments and changes in ownership or control, where getting the structure right early shapes what comes next.
South Hill Law also acts for private equity sponsors and investment firms on the corporate and commercial needs of their portfolio companies. We provide focused support between transactions, governance, shareholder questions, commercial agreements, financing and the issues that surface as a business operates and grows, with the continuity that comes from counsel who already knows the company.
A shareholders’ agreement sets the rules among owners before those rules are ever tested. These are the terms we are asked about most.
It governs how decisions are made, how shares may change hands and what happens when an owner leaves or the owners fall out. In doing so, it fills the gaps that a company’s articles and the governing corporate statute leave open.
Rights of first refusal, transfer restrictions and permitted-transfer exceptions govern whether and how an owner may sell. Together, they control who has the first opportunity to acquire shares before they pass to an outside party.
A tag-along right allows a minority owner to join a sale on the same terms as the majority. A drag-along right allows the majority to compel the minority to sell, enabling a buyer to acquire the company in full.
Reserved or supermajority matters identify the decisions that require enhanced or unanimous approval, such as issuing shares, incurring significant debt or selling the business. This protects minority owners on the questions that carry the most weight.
Buy-sell (shotgun) provisions, put and call rights and agreed valuation methods give owners an orderly way to part company. Each supplies a resolution when owners reach an impasse or one wishes to exit, without resort to the courts.
Usually, yes. A company’s articles and the governing statute address the basics, but rarely the transfers, exits, decision-making and disputes where a closely held business is most exposed.