Quarterly Insights: Key Corporate & Commercial Topics – Q3 2026

In this third episode of our Quarterly Insights podcast series from the Corporate and Commercial team at Clarkslegal, we bring you concise overviews and practical perspectives on the most topical issues and significant legal developments our team has explored in the past three months. Our goal is to help business owners, directors, and professionals navigate the latest trends and challenges shaping the corporate and commercial landscape.

In this episode, Stuart Mullins, Partner in the Corporate and Commercial team, is joined by Jonathan Hayes, Senior Solicitor. 

Together, they’ll discuss:

• Community Interest Companies (CICs) – What they are, why they're gaining popularity, and how they can benefit not-for-profit and charitable ventures.
• Company Registers – The importance of keeping accurate records, key risks for directors, and good governance practices.
• Non-Disclosure Agreements (NDAs) in Business Sales – How NDAs protect confidential information and what to consider when drafting them.
• Early Legal Preparation for Business Exits – Why preparing early helps smooth the path for future business sales or investments.
• Business Exit Readiness Review – An introduction to Clarkslegal’s free review service to help clients prepare for a successful exit.

If you’d like to discuss any of the topics covered in this episode, please contact Stuart Mullins or Jonathan Hayes, who will be happy to assist you.

Articles featured in this episode:

• Community Interest Companies – What do you need to know? 
• Is your Company’s Register of Members accurate? The hidden risks of getting it wrong 
• Business sales and NDAs: Creating a safe space to open up your business 
• Exit Readiness Consultation: Prepare your business for a successful sale 

Transcript

Stuart Mullins 00:05
 Welcome, everybody. Welcome to, I believe, episode three of our quarterly podcasts, where we take a look back over the last quarter of the various articles that the members of the Corporate Commercial team have written and discuss. I'm Stuart, Stuart Mullins. I'm a corporate partner at Clarkslegal. And today I'm joined by my colleague, Jonathan Hayes, a senior solicitor in our team. Hello, Jonathan. 

Jonathan Hayes   00:37
Hello, Stuart. Thanks for having me and good to be here with you today.

Stuart Mullins 00:40
 No, pleasure, pleasure. So, we, as I say, we, I can't believe we're on episode three. It doesn't feel like it was 5 minutes ago when we were doing episode one, but that's how time flies, I guess. Looking back at the three sort of articles and topics of interest that the team have highlighted over the last three months. Community interest companies were a particularly favourable topic because of the general interest and inquiries that our clients raise about them. We also explored and wrote about the importance of company registers, getting them right and the hidden risks of not getting them correct. And that goes for governance generally. And that was prepared, I think, by my fellow partner, Mark. And then finally, I think the last article that was prepared was just touching about the importance of non-disclosure agreements in the context of business sales and how they can be used to really protect the secret sauce, as it were, the trade secret information that you're going to have to give a seller access to in order for them to make an informed decision about buying the company. So, without further ado, let's start with community interest companies. Jonathan, what is a community interest company?

Jonathan Hayes   02:07
So, a community interest company is a company in the normal sense, in the sense that it trades and generates income, but the difference compared to your typical company on the high street is that the profits and assets that it generates are used for the public good rather than the benefit of private shareholders. 

 Stuart Mullins 02:25
Right. So, what we're saying is that whilst it is a company akin to a private company, it's a special type, a hybrid for want of a better phrase, that merges some of the core characteristics of not-for-profits or charitable organisations, but in this structure of a corporate shell. And I guess the real importance there is that if you are looking to create a and I'll make the point again- not-for-profit organisation, sports clubs, social clubs, perhaps golf clubs. You might be interested in looking into this because it fulfils a number of angles and requirements for Grant and other funding. But of course, it does limit the ability to distribute assets going forward. And certainly, we've seen a lot of inquiries around these when we're advising clients in the predominantly in the sort of sports sector. But of course, it could be used, I guess, Jonathan, for any non-for-profit, charitable based purpose. 

Jonathan Hayes   03:35
Yep, absolutely correct. So, another example where community interest companies are popular would be, for example, a direct welfare service where you're looking to help vulnerable people.
 
Stuart Mullins 03:47
Yeah, absolutely. So, in summary, if you do want to understand a little bit more about community interest companies, by all means, do not hesitate to get in touch with us. Alternatively, do visit our website, where you can read that article in full. And as I say, we would be delighted to hear from you. But as I say, very much a useful structure now for charitable and not-for-profit based objects.
 
Right. So, going on to our next article or overview, companies register members, the importance of keeping or maintaining them, not necessarily because the law requires you to do so, but getting your ducks in a row, being clear and on top of your corporate governance is very important when you are looking to attract investment, other stakeholders or indeed looking to maximise value on a capital event such as a business or asset or share sale. Jonathan, what was your key takeaway from the points that were raised in our June article?

Jonathan Hayes   05:09
I think the key takeaway that for me was that a register of members, it's a rather simple administrative requirement for a company to take. But the consequences for failing to comply with that can be quite severe. So, the obligation to maintain the register of members lies with both the company and everyone of its directors. And if they fail to comply with that obligation, there's a risk of fines or even criminal prosecution for those directors.
 
Stuart Mullins 05:42
Yeah, and I think practically one of the one of the main issues is that, as you run a company under the Companies Act, the you do have obligations to give members notice of meetings and involve them in certain discussions and decision making. And of course, if your register of members is not up to date or not current or contains errors, then of course that can lead you potentially to carrying out conduct or carrying out things for the benefit of the company where you don't quite have the requisite authority to do so. And that again can reflect badly and potentially personally on directors as well. So, certainly, the Companies Act 2006 does make it easier in terms of company records and record keeping now. You don't need leather-bound ledges so much. But you know, it is important to keep on top of it. And like everything, once you've created the structure and you systematically reviewing it, it's fairly easy to keep under control.

Thank you, Jonathan. And I guess, turning to our last topic, and this is an interesting theme, we are constantly being approached and involved in discussions with fellow professionals or clients at early stages about sales of businesses, sales of assets. And that will link into a, this will link into another campaign that we're running that I'll talk about after we've reviewed this article. But non-disclosure agreements are very, very important. Now, I always urge caution when you're having initial discussions with third parties, particularly if you're looking to sell to a trade competitor, about the level and detail of the information that you're providing. What you don't want to do is inadvertently give away the secret recipes to success before anyone's parted money for the privilege of having that information. So, non-disclosure agreements are very useful. They are effectively the only way that you can have recourse against another for putting together or releasing confidential information. And the view must be, Jonathan, the earlier the better. As soon as you start talking to somebody, before you start giving away management information, business plans, those sorts of things, anything of employee redacted or otherwise information, you do want to make sure that you have one in place and it's been carefully drafted because I think, Jonathan, there are a number of traps for the unwary with these. Do you want to elaborate?

Jonathan Hayes   08:51
Yep, yep, absolutely. So, as you touched on before, if you want to give the sale the best chance to progress, then you're going to want to share that confidential information. But the dilemma at the heart of that is how do you make sure that information is protected and is not abused? So, the core terms of that NDA will be to make sure that the party to whom the information is being disclosed is not going to pass that information on to third parties without a proper purpose to do so. And the only thing that they may use that information for is for the purpose of progressing the purchase and not for, for example, their own market due diligence, or as you said, to try and get an insight into the secret sauce that makes your business work.

Stuart Mullins 09:45
I think that's right. And what's very important is the definition of confidential information in these agreements without getting too technical, because if it's too broad, there's an argument that the agreement itself will fail. So, a careful balancing act needs to be weighed up when considering what is and what is not capable of protection under non-disclosure agreements.

Jolly good. Thank you, Jonathan. One point to move on to, and this fits quite nicely. We are seeing clients listening to our podcast, webinars and general advice, getting us involved very early on when considering the sale or exit of the business. And we are constantly asking clients to involve us, you know, as soon as possible, because that then enables us to start effectively reviewing them and getting them in the best possible position and flagging any issues before they start entertaining offers from potential buyers or investors. Leading on from that, we thought it would be a useful exercise to prepare a business exit readiness product. And I say product, it's actually free. And what that does is effectively pull together our resources, packages them up and enables us to offer clients a review of their business with a view to then go to market. And Jonathan, you've been a key driver in preparing this project. Do you want to elaborate for me?

Jonathan Hayes   11:44
Yep, yep, absolutely. So, it's something that we have noticed in the deals that we've worked on recently is that you own your business, you're also responsible for the day-to-day management of that business. And your primary focus is making sure that business runs and is making money day-to-day. And it's very easy with all the compliance requirements that you're burdened with these days for some of those requirements to slip or to be missed altogether. And that's really where we saw that we could add value with this initiative and this campaign that we're running to help you identify those gaps. And I think the real message is now taking a small chunk of time now to really make sure that your ducks are in a row. Now, before you get to the point of a sale where the purchasers pick this up, and then it snowballs into a much bigger issue, or potentially a price chip, or even worst case scenario, leads to the whole deal falling apart really. So, I think that's the main message: that a small bit of work now can really save you a lot of headaches down the line.

Stuart Mullins 12:53
I think that's sanguine advice, Jonathan. I certainly see a lot of buyers and sellers whilst they're going through this process, normally finding that it's come at a very inconvenient time for the day-to-day operations of the business, i.e. they might be having their busiest periods ever, they might be experiencing key management and senior staff having periods of absence. So, once you're trying to juggle your day job, and you're getting barraged and barraged by professional advisors for questions and documentation to support and evidence the due diligence process, it can be very difficult in terms of managing your time and indeed your sanity. So, I would urge all our listeners and clients that if they are thinking maybe not even for another year or
 possibly longer, about the business and an exit. And they want to, you know, understand what's in the business, what are they, what are the areas that are doing well and what are the things that they could improve on from a legal and governance perspective, to please don't hesitate to reach out to us or Jonathan and you'll have our details on our website for further information about how this free review can really help you.

Well, thank you, Jonathan. Thank you for joining me this afternoon. As I say, I am amazed that we have now put together the third in our series of quarterly reviews, and I'm pretty sure it won't feel like another 5 minutes when I'm sat down with another colleague in my corporate commercial team reviewing the next three months. 

So, it just leaves me really to say thank you very much for listening and your time. I do hope you find them useful. Any feedback, any commentary, any questions, please don't hesitate to get in touch with us. And Jonathan, thank you very much for your time today. 

Jonathan Hayes   15:09
Thank you very much.

Stuart Mullins 15:10
Thank you. Goodbye.