Commercial

Running a business brings with it a range of challenges and opportunities. While some may be familiar territory, others may require expert knowledge and fresh strategic input.

The best dispute is the one you never have. We set up, paper and protect UK businesses — companies, contracts, employment and data — with particular depth for Chinese-owned businesses entering or operating in the UK, and a litigation team behind us if things go wrong. See our guide to UK market entry for how the pieces fit together.

Commercial Contracts

At Duan & Duan UK LLP, we understand the pivotal role commercial contracts play in protecting your business and fostering client trust. Our experienced team crafts clear, compliant, and comprehensive contracts, staying ahead of regulatory changes and trends to mitigate potential risks.

Our proactive approach in drafting, reviewing, and advising on commercial contracts recognises the importance of your reputation and customer relationships. Regardless of the complexity of your transactions, we provide practical advice, creating contracts that comply with legal standards, and reflect your brand values.

Joint Ventures & Collaborations

In the dynamic business landscape, collaborations and joint ventures can pave your path to success. At Duan & Duan UK LLP, we are experts at structuring and negotiating these partnerships, ensuring a balance of risk and reward aligned with your strategy. Our experienced lawyers take a comprehensive approach, considering your unique objectives in a fluctuating market environment.

We delve deep to understand your business, so our advice always considers legal implications alongside commercial realities. We assist in all phases of the joint venture or collaboration process, from initial feasibility analysis to agreement drafting, and dispute resolution.

Consumer Contracts

At Duan & Duan UK LLP, we understand the pivotal role consumer contracts play in protecting your business and fostering client trust. Our experienced team crafts clear, compliant, and comprehensive contracts, staying ahead of regulatory changes and trends to mitigate potential risks.

Shareholders' Agreements

A shareholders' agreement is a contract between the shareholders of a private company that outlines how they intend to manage the company and regulates each shareholder's roles and responsibilities. By defining and outlining the parties' responsibilities through a formal written contract, a shareholders' agreement helps to manage and minimise the risk of internal conflicts between management.

Having Duan & Duan UK LLP help draft a shareholders' agreement is a beneficial start to your business venture, as it encourages discussion between potential shareholders or investors, allowing them to identify any areas of differing expectations or potential concerns that may have otherwise been overlooked until a problem arises.

Matters that are typically dealt with in a shareholders' agreement include voting rights, transfer of shares, shareholders' rights to appoint directors, what happens if a shareholder leaves, dies, or becomes ill, dividend policy, valuing shares in the event of a transfer or sale, restrictive covenants, and minority shareholder protection.

If you require lawyers for a share purchase transaction, whether you are investing in a limited company or buying or selling the entire share capital of a business, Duan & Duan UK LLP is an ideal choice.

Our team has vast experience advising businesses of all sizes and types on share purchases. This experience allows us to quickly focus on the critical issues and strike the right balance between proportionate legal fees, speed, and ensuring the right deal and protections are in place for our clients.

Employment Contracts & Agreements

If you require employment law services, we can provide them to you in an individual capacity or to businesses, in both litigious and non-litigious circumstances. Our legal services cover a range of needs, from drafting and reviewing employment contracts to preparing and conducting Employment Tribunal proceedings.

Data Protection & Compliance

We advise on UK and EU data protection compliance, spanning the Data Protection Act 2018, UK GDPR and EU GDPR. Our services include data protection impact assessments (DPIAs), drafting and reviewing data processing agreements, cross-border data transfers — including Standard Contractual Clauses, the UK International Data Transfer Agreement (IDTA) and the UK Addendum — responding to Information Commissioner's Office (ICO) investigations, handling data subject access requests (DSARs), data breach response and notification, and bespoke compliance advice built around the client's own business.

For businesses that also need to coordinate mainland Chinese data compliance — including the Personal Information Protection Law and the Data Security Law — we work alongside our colleagues at Duan & Duan in China to provide integrated cross-border advice.

Practice leads

Transactional and advisory commercial work — capital markets and IPOs (HKSE, SSE, SZSE including ChiNext, BSE, TWSE, TPEx), M&A, SPA, SHA, joint ventures, asset purchases, banking and finance advisory, commercial contracts and corporate establishment — is led by Leon Chua, Partner at Duan & Duan UK LLP. Leon acts for several of China's leading airlines, and for clean energy, pharmaceutical, industrial computing, consumer technology, hospitality, food and beverage, and professional services groups with UK–Greater China touchpoints. He also acts for UK and international banks, including Chinese policy banks, on English-law opinions and due diligence for cross-border lending. Reported cases include HungryPanda AU Pty Ltd v Yan Liu [2025] EWHC 1512 (Comm). Commercial disputes arising out of these arrangements are led jointly by Leon and Jackson Ng MCIArb, Partner & Barrister, who also practises from 33 Chancery Lane.

Need help with Commercial?

Contact our team for a confidential discussion about your matter.

Get in Touch

Our Commercial Services

Other Practice Areas

Frequently Asked Questions

What should a shareholders' agreement cover?

A shareholders' agreement should address voting rights, the transfer of shares, shareholders' rights to appoint directors, what happens if a shareholder leaves, dies or becomes ill, dividend policy, how shares are valued on a transfer or sale, restrictive covenants, and minority shareholder protection. Agreeing these terms at the outset, rather than after a disagreement arises, is what makes the agreement useful.

What does a joint venture agreement need to address?

A joint venture agreement should set out how risk and reward are balanced between the parties and how decisions are made and funded. We advise on the full process, from initial feasibility analysis through to drafting the agreement and, where needed, resolving disputes between the venture partners.

Can you paper a commercial contract in both English and Chinese?

Yes. Our commercial team includes Mandarin and Cantonese speakers who draft and negotiate contracts in English and Chinese in parallel, so Chinese-owned businesses and their UK counterparties can each work from a version they are comfortable relying on.

What data protection rules apply to a UK subsidiary handling personal data from mainland China?

A UK subsidiary processing personal data is subject to the UK GDPR and the Data Protection Act 2018 regardless of where its parent company is based, and any transfer of personal data into or out of mainland China raises separate compliance questions under China's Personal Information Protection Law and Data Security Law. We advise on both sides of that picture, working with our colleagues in mainland China where PRC law is engaged.

What corporate structure should a Chinese investor use to set up in the UK?

The right structure — a private limited company, a limited liability partnership, a branch, or a representative office — depends on liability, tax and regulatory considerations that differ from the Chinese legal system, and on whether the UK entity will be a standalone company, a subsidiary of a Chinese parent, or a joint venture with a UK partner. See our guide to UK company formation for Chinese investors.