Practice 05
Corporate and commercial legal
You have a term sheet, a contract or a joint venture to sign, and you will live with the documents for years. The legal position is set while the deal is still being shaped, by the same people who built the model and ran the process, and the documents are drafted to be lived with.
This is the practice for
- the founder with a term sheet in their inbox
- the business signing a contract it will live with for years
- the two companies forming a joint venture
In this practice
Investments
ASAs, subscription and investment agreements, articles and shareholders' agreements.
Commercial contracts
Supply, distribution and partnership agreements, negotiated at scale.
Joint ventures
Structure, control, deadlock and exit, decided before the relationship is tested.
Governance and compliance
Company formation, board process and regulatory compliance for scaling businesses.
When the legal position is set
The shape is fixed at the heads of terms. The usual call comes after.
- 01 · First conversationWhat you want, what you will not accept, and what the other side needs.
- 02 · Heads of termsExclusivity, the price mechanism, what is warranted and what sits in an earn-out.
- 03 · The other side's draftTheir precedent, their assumptions, and the shape the heads gave them.
- 04 · Long-form negotiationThe points worth arguing, and the ones to concede early.
- 05 · SigningConsents, filings, the register and the funds flow.
- 06 · Living with itThe contract is read again the day it matters. We are still here.
The moments show where the legal position is set.
Before you start
What we would tell you before the other side's lawyer does.
The legal position is set at the heads of terms.
By the time the long-form draft arrives, exclusivity, the price mechanism and what is warranted are agreed, and the other side's draft is built on them. Being in the room for the heads is worth more than every mark-up afterwards, and it is the room the lawyer is usually not yet in.
Argue the points that change the outcome. Concede the rest early.
On the Kuppa sale we took a view at the start on which points changed the outcome and which did not, and conceded the second kind quickly. That is where the time came from, and why the deal signed ahead of the agreed timetable.
Documents are drafted to be lived with.
A shareholders' agreement is read again the day a founder leaves; a supply contract the day a customer disputes an invoice; a joint venture the day the partners disagree. We draft as the people who then had to run a business under the documents, because we have.
Legal and corporate finance from one team.
The documents are drafted by the same people who built the model and ran the process, so they say what the deal actually is. On most mandates the legal work sits alongside the corporate finance, from one team, so nothing falls between two advisers.
Work in this practice
Also in this practice
- Minority stakeConsumer and fashionStrategic investment by a listed fashion houseActing for the investor: structuring, negotiation and documentation of a strategic minority stake.
- RetainedPrivate investorDeal-by-deal mandate for a UK private investorOpportunity assessment, diligence and execution across a rolling pipeline.
Mandates listed are those of the ON Consulting team, including work led at previous firms. Nothing on this page is advice or a recommendation, and past mandates are not an indication of future outcomes.
Who runs it
A partner who has lived it runs your mandate.
Every matter is run by a partner who has done it. The solicitors trained in the City, went in-house as general counsel and deal executive, and drafted the documents they then had to run a business under.
Legal work is done by individually regulated solicitors. ON Consulting Limited is not regulated by the Solicitors Regulation Authority.
Meet the teamTell us before the heads of terms, not after.
Investments, contracts, joint ventures or governance: the legal position is easiest to set before the other side sets it. The earlier the call, the more we can add. The first conversation costs nothing.