Insights from Gaffney Zoppi

As a specialist corporate solicitor who has guided hundreds of UK businesses through equity fundraisers, M&A transactions, and corporate restructurings, I understand that equity finance can seem complex. Whether you are a startup founder seeking your first investment round, an established business owner considering private equity, or an investor exploring opportunities, understanding how equity financing […]

Understanding what preference shares are is essential for any UK business owner, investor, or entrepreneur looking to structure their company’s share capital and fund-raising efforts effectively. In this comprehensive guide, I break down everything you need to know about preference shares under UK law, from their fundamental characteristics to their strategic advantages and potential drawbacks. […]

Hello, I’m Malcolm Zoppi. As a specialist corporate solicitor, one of the most common questions I’m asked by aspiring lawyers, students, budding corporate lawyers, and even professionals considering a career change is, “How do I get into corporate law?” It’s a fantastic question. A career in corporate law is fast-paced, intellectually challenging, and places you […]

Hello, I’m Malcolm Zoppi, a specialist corporate solicitor of England and Wales. When founding or investing in a UK limited company, the one concept that underpins everything—from ownership percentage to investor buy-in—is share capital. In this comprehensive guide, I’ll break down the essential components of share capital under UK law, demystifying the jargon so you […]

In my years advising UK businesses on equity structures and joint ventures, I’ve seen countless entrepreneurs transform their businesses through creative equity arrangements. Sweat equity represents one of the most powerful yet misunderstood tools in modern business formation. Building sweat equity often involves significant effort, whether it’s in real estate through hands-on property improvements or […]

As a specialist corporate solicitor with extensive experience advising UK businesses on sophisticated equity structures, I’ve witnessed firsthand how convertible shares have become an increasingly vital tool in modern corporate finance. Whether you’re a founder seeking flexible funding options, an investor looking for protected returns, or a company structuring employee incentives, understanding convertible preference shares […]

In my practice as a specialist corporate solicitor advising UK businesses, I’ve witnessed how growth shares have revolutionised inheritance tax planning strategies. These sophisticated equity instruments have become indispensable tools for business owners seeking to transfer wealth efficiently whilst maintaining control over their wealth. This comprehensive guide explores how growth shares, particularly when combined with […]

As a specialist corporate solicitor who has advised hundreds of UK companies on their share structures, I’ve witnessed firsthand how management shares and employee shares can fundamentally shape a business’s future. Yet these powerful tools remain poorly understood by many business owners, often leading to costly mistakes that could have been easily avoided with proper […]

When establishing or investing in a UK company, understanding what are ordinary shares is fundamental to grasping how corporate ownership and control operate. In the UK, a limited company is the most common legal structure and its share capital mostly consists of ordinary shares. As a corporate solicitor with extensive experience in company law, I […]

Redeemable shares represent one of the most flexible and powerful tools in corporate finance, offering companies and investors alike a structured approach to capital management and exit strategies. As a specialist corporate solicitor with extensive experience in company law, I’ve witnessed how properly structured redeemable shares can transform business relationships and provide elegant solutions to […]

In today’s competitive business landscape, joint ventures represent one of the most powerful strategies for companies seeking to expand their reach, share risks, and leverage complementary expertise, while also providing access to new business opportunities. Whether you’re considering a joint venture agreement for technology transfer, market expansion, or a joint venture agreement real estate development, […]

When navigating the complex world of corporate finance and mergers and acquisitions, understanding drag along rights is crucial for both majority and minority shareholders, but also M&A professionals. As a specialist M&A solicitor with extensive experience in corporate transactions, I’ve witnessed firsthand how these provisions can make or break a deal. This comprehensive guide will […]

Tag along rights represent one of the most crucial protective mechanisms in modern corporate governance, yet they remain widely misunderstood by many business owners and investors. As a specialist corporate solicitor with extensive experience in mergers and acquisitions, I’ve witnessed firsthand how properly structured tag along provisions can safeguard minority shareholders whilst facilitating smooth business […]

Buying a business is an exciting and sometimes challenging process.

When bridging valuation gaps in mergers and acquisitions becomes challenging, earnouts (also spelled “earn out”) emerge as one of the most powerful tools in deal structuring. As an M&A solicitor with extensive experience in complex transactions, I’ve witnessed how properly structured earnout provisions can transform seemingly impossible deals into successful completions. What exactly are earnouts, […]

When structuring a company’s ownership and dividend distribution, creating different share classes offers significant flexibility and strategic advantages. A company can create more than one class of share, with each class having distinct rights, such as different voting rights or dividend entitlements. This is often done when setting up a Family Investment Company. This comprehensive […]

In my years of practice as a corporate solicitor, I’ve witnessed the evolution of wealth management strategies, particularly for savvy business owners seeking to preserve and transfer their assets efficiently. One structure that has gained significant traction in recent years is the Family Investment Company (FIC). The main family investment company functions include facilitating asset […]

Selling your business is one of the most significant financial decisions you’ll make as an entrepreneur. Whether you’re looking to retire, pursue new ventures, achieve your financial goals, or simply cash in on years of hard work, getting the sale right can make the difference between a comfortable future and financial disappointment. The process involves […]

Selling your business is one of the most significant financial decisions you’ll make as a business owner. Understanding the tax implications is crucial for maximising your proceeds and avoiding unexpected costs. As an M&A solicitor and Managing Director at Zoppi & Co, I’ve guided numerous business owners through the legal process of selling their business, […]

When buying or selling a business, one question always sparks debate: Do you need a business broker? Opinions are often divided—some say brokers are invaluable facilitators, while others feel they complicate or inflate deals. As an M&A lawyer who has worked closely with both buyers and sellers, I’ve seen the good, the bad, and the […]

If you’re a business owner considering a sale, one of the most important—and often most daunting—questions you’ll face is: How much is my business really worth? Getting the answer right isn’t just helpful. It’s essential. Whether you’re preparing to retire, planning your next venture, or responding to an unexpected offer, understanding your business’s true value […]

When buying or selling a UK business through an asset sale, both parties must consider the employment law implications—chief among them, compliance with the Transfer of Undertakings (Protection of Employment) Regulations 2006, commonly known as TUPE. TUPE is a cornerstone of UK employment protection law. It preserves employees’ rights when a business—or part of it—is […]

Selling a business is a major milestone for any entrepreneur. Whether you’re stepping away to retire, pursue new ventures, or capitalise on your hard work, understanding the tax implications, including the need to understand capital gains tax, can make a significant difference to the final amount you retain. Although there are numerous other factors to […]

What happens if I buy a business and it fails? In this guide, Malcolm Zoppi (M&A solicitor at Zoppi & Co) will explain the financial and legal consequences, and the steps you can take if the business you purchase doesn’t succeed. Key Takeaways Identifying Early Signs of Business Failure Spotting early signs of business failure […]