MBM Commercial has a highly experienced team of US qualified lawyers on the ground in the UK who can provide you and your business with tailored solutions that pave the way for success in the dynamic US market. We provide expert guidance in US Corporate Law, Employment, and Contracts.
Your Gateway to US Corporate Success
The US offers great opportunities for businesses; it is a large, diverse market and expansion there has been the catalyst for many business successes. On the other hand, the US is also a rigid, highly regulated and litigious environment. Discover how partnering with us is your strategic advantage in corporate endeavours.
Dual-qualified US lawyers in London & Edinburgh
Our dual-qualified US lawyers in London and Edinburgh offer seamless legal support for individuals and businesses navigating both US and UK jurisdictions. With expertise in both legal systems, they ensure compliance with complex cross-border regulations while eliminating the logistical challenges of working across time zones. Having the US team in house minimises the need to outsource work internationally, ensuring that our clients benefit from streamlined processes and reduced fees.
Local Expertise, Global Impact
A local touch with a global reach—navigating the intricate landscape of US Corporate Law with precision. One of the factors which contributes to the highly regulated environment is that US law is made at several levels, principally at federal and state levels, but also at local city and county levels – municipalities may have their own sets of rules and regulations applicable to particular local areas and issues. Each of the 50 US states has its own law and, while uniform laws have been adopted by many states, each state’s law is distinct.
Our team is well-versed in the insights into jurisdictional nuances that set your business on a path to global impact. While the business and legal words are broadly similar to the UK, there are many important differences and potential pitfalls. In addition to the US corporate advice, we also provide US contract and US employment law advice for UK businesses. So if your business has transatlantic plans, read on.
Our dual-qualified US lawyers in Edinburgh advise on:-
US Mergers & Acquisitions
US Expansion
US Employment
US Investment
US Contracts
US Mergers & Acquisitions
MBM’s US Team regularly advises on US M&A transactions, whether they involve selling a UK business to a US buyer or the acquisition of a US business by a UK buyer.
Our US Team has extensive experience with various deal structures including share purchases and sales, asset purchases and sales and merger transactions, and our capabilities include drafting and negotiating appropriate purchase agreements and ancillary transaction documents, conducting or assisting with due diligence reviews and overall transaction management from entry into a letter of intent through completion.
The M&A process can be intricate, involving multiple steps and legal considerations - all that need your attention at the same time as you are running your business. MBM Commercial provides comprehensive legal support throughout the M&A process, from the initial stages of due diligence to the final integration phase. Each step is tailored to the specific needs and goals of our clients, aiming to streamline the process, mitigate risks, and ensure a successful transaction. With a team of US lawyers in your own timezone, you benefit from high-quality legal, commercial and strategic advice - and extensive experience with various deal structures including share purchases and sales, asset purchases and sales and merger transactions.
US Expansion
While the business set-up process is similar for US residents and non-residents, there are additional complications to be aware of. Given the complex regulatory regime and potential pitfalls, it is important to prepare and plan before entering the US market and to protect your business.
Navigating US Expansion with Confidence
- Strategic counsel tailored to your business goals for a successful market entry.
- Insightful advice that goes beyond legalities, shaping your market entry strategy.
- Elevate your market entry with a partner focused on your long-term success.
Confidence in every step: From incorporation to compliance, we've got you covered. Entering the US market is often achieved on a gradual basis, starting with increased sales to the US, perhaps a distribution arrangement with a US party before setting up shop there. Your journey to US success begins with a strategic legal advice that instils confidence.
US Employment
When it is time to hire US-based employees and/or contractors, you will need to comply with employment laws that differ markedly from those in the UK. Most US employment is “at will”, without contracts or notice periods, and laws can vary significantly from state to state. Our US employment attorney advises UK clients on maintaining compliance with these laws and preparing US-specific documents to govern the employment relationship, customisable to our clients’ needs and employees’ state of location. We also advise on managing employment risks, including resolution of threatened claims and US-specific separation agreements. We have assisted clients in creating template offer letters to support their multi-state expansion, preparing independent contractor agreements for US-based consultants, and disputing and resolving claims of discrimination and harassment.
Are You Ready to Hire US Based Employees?
There are lots of things to take into consideration when hiring staff:
- Employment laws in the US differ quite significantly from the UK; good legal advice is crucial
- Employment is generally at-will with no or limited notice requirements
- Employees are classified as “exempt” or “non-exempt” classification, which has implications for overtime payments and compliance
- State laws differ, so be aware when recruiting and employing
- Employers must verify that their employees are authorised to work in the US
- If it is intended that UK employees will work in the US, visas will be required
Learn more about how we can help you get ready to hire US based employees
Our Holistic HR USA offering is designed to help you manage the risks associated with US employment obligations, providing you with reliable and comprehensive US employment law guidance from our experienced team of lawyers including those admitted to practice law in several US states, all for a fixed annual fee. You’ll get responsive and bespoke HR advice for your business delivered in an understanding and friendly way. It’s like having an on-demand employment law team at your fingertips.
US Investment
Delaware Flips
There are various reasons a UK company may want to reorganise its corporate structure such that it is wholly owned by a new US parent company. It may be a requirement for participation in an accelerator or a condition of investment of a US-based investor. The most common form of US parent company is a Delaware C-corporation. The MBM US Team has assisted many start-ups with such a transaction that requires ‘flipping’ all UK shareholders up into the newly formed Delaware company (known as a “Delaware Flip”). Our team of US attorneys have assisted various UK companies in executing Delaware Flips as well as assisted institutional investors in understanding the implications of a Delaware Flip for their interests in their portfolio companies. As part of this process, we can assist with reviewing UK shareholders’ agreements and articles of associations as well as ‘translate’ their terms into a US certificate of incorporation, stockholders’ agreement and bylaws. In addition, we can advise clients on other key documents such as convertible loans, options, ASAs (Advanced Subscription Agreements) and SAFEs (Simple Agreements for Future Equity) that may have been granted by the UK company and will require transfer as well, and establish inter-company arrangements that are often necessary for investments into these new companies.
Inbound and Outbound US Investments
MBM regularly advises management teams on the negotiation and completion of investments by US investment funds. Our advice on these transactions includes aligning the form of securities purchase agreement and the suite of associated investment documents with US custom and practice. We also assist UK institutional investors with investment into the US both through direct equity investment and by way of convertibles. MBM’s extensive knowledge of required terms of UK institutional investors active in the ecosystem and experience of US corporate structures allows us to assist investors with US interests with a one- team approach. In addition to drafting and negotiating the transaction documents necessary for these investments, and assisting with due diligence reviews as needed, our US Team advises on compliance with US securities laws, including accredited investor designation and required stock exchange filings.
SAFEs and other convertibles
SAFEs (Simple Agreements for Future Equity) have become a prevalent tool for early-stage funding in the US and have found their way over to the UK, used particularly by US angel investors investing into UK companies who want to use an instrument with which they are familiar. The US Team at MBM has assisted both US client companies and UK client companies alike with negotiating and entering into SAFEs. With many of our UK start up clients now taking in US funding via SAFEs, we have assisted with reconciling the US investor terms in SAFEs with UK company law requirements and liaising with US investors and their legal teams to make sure both sides of such transactions are aligned. In addition to SAFEs, our US Team also regularly advises on other, more traditional forms of convertible investments to or from the US, including convertible loan notes and warrants.
US Contracts
If you are planning to contract with a customer in the US, generally there is nothing wrong with using your normal UK customer contract template. Global companies have the reach and resource to have different versions of their customer agreements for all the territories they trade in, but that is not generally feasible for SMEs. Although you can’t override the laws of the customer’s territory if they apply to the type of contract involved, just in the same way you can’t contract your way out of applicable UK laws here), using your usual templates should give you a perfectly adequate starting point to help you in expanding your customer base across the pond.
However, US contracts often look very different to UK ones and you obviously don’t want to put your customers off by providing them with an unfamiliar looking document. The solution? Make some minor changes that don’t alter the core of your template but which will make them more familiar to – and therefore more likely to be accepted by - your US customers. Here’s how.
Useful Guides
US Law Capabilities
Alongside our UK legal advice, MBM Commercial provides sophisticated advice tailored to the US legal landscape to help clients navigate the complexities of US law and realise their full potential.
Holistic HR USA
Our Holistic HR USA offering is designed to help you manage the risks associated with US employment obligations, providing you with reliable and comprehensive US employment law guidance from our experienced team of lawyers including those admitted to practice law in several US states, all for a fixed annual fee.
An Introduction to the Investment Process
We’ve prepared this short guide to provide you with an introduction to the process so that you are equipped to navigate the path to getting funding.
Mergers & Acquisitions
A substantial sale or acquisition will often represent a life changing event for a founder shareholder or a game changer for an acquiring business.
The MBM team led by Tracey Ginn did a great job of advising us on the sale of our tech business to a large US corporate in our industry. The transaction was on US legal terms and having Tracey’s US legal expertise was a huge advantage. MBM worked hard, were knowledgeable and efficient and managed the different interests of our various investors well. The deal was closed in a short time frame and MBM stayed focused on delivering the closing on time. MBM were a pleasure to work with throughout the sale process.
