in : brief THE NEWSLETTER OF NAPTHENS SOLICITORS napthens.co.uk SPRING 2015 ISSUE FIFTEEN New executive team to lead the firm A new executive team at Napthens, including the appointment of David Cole as non-executive Chairman, has been unveiled which will oversee and steer the firm’s strategy and growth plans. Special report: Lancashire and Cumbria’s property market. Pages 4&5 David leads a new executive board and brings with him significant experience in managing and developing SMEs and owner- managed businesses. He oversaw the development of pharmacy business, L Rowland & Co to become the largest family-owned business in the sector, 3rd largest wholesaler and 4th largest pharmacy operator in the UK, before negotiating its sale to the German healthcare group Phoenix. Working with David is John Whittingslow, who has been with Napthens since 2006 and becomes the firm’s CEO. John said: “David’s appointment is a significant coup for the firm and his experience will play a key role in how we will grow from a sound business foundation with the delivery of high quality, specialist services to meet our clients’ evolving needs. L-R: Shru Morris, David Cole, John Whittingslow, Keith Melling, James Allison, Simon Ainsworth Business Roundup Napthens’ CEO John Whittingslow gives his thoughts on the economy. page 2 Terms of endearment? Phil Brown discusses the importance of having the right T&Cs. page 6 Strong foundations In:brief focuses on one the region’s leading construction businesses. page 3 Face2face Oliver McCann and Jennifer Bond discuss the role of HR in modern organisations. page 7 No flies on him Warwick Alabaster on why he’s hooked on fly fishing. page 8 “Our long-held objective is to be the region’s pre-eminent law firm, representing ambitious and innovative businesses and individuals while employing the best people in our industry. The new executive team gives us the structure to achieve this. “While the legal industry has experienced significant change over recent years, it has presented Napthens with new opportunities. We’re a strong and ambitious business and while we continue to build a regional presence we’re committed to our local markets as this is central to our growth plans.” In addition to the announcement of the new executive team, employment law partner Oliver McCann has been named Head of the firm’s East Lancashire office and Sarah Barnes, Head of the Residential Property team has been promoted to partner. David Cole, Chairman. Joins after a highly successful career with the Phoenix Group and NUMARK. He is vice president of the European Wholesale Association and European affairs director for the British Association of Pharmaceutical Wholesalers. John Whittingslow, partner and CEO. Joined Napthens as litigation partner in 2006 following the merger with Roscoes. He was later appointed as Head of Litigation before leading Napthens’ commercial division. Simon Ainsworth, partner and Head of Private Client Division. Incorporates the Family, Wills & Estate Planning, Wealth Management and Residential Property teams. Joined Napthens in 2007 following merger with Wallwork & Co. Keith Melling, partner and Head of Commercial Division. Oversees the Corporate department, including the Business Recovery and tax services, Employment and Litigation. Joined Napthens from a national law firm in 2009. James Allison, partner and Head of Real Estate Division. Joined in 2008 from Pannone and now heads up the newly-created Real Estate division incorporating Commercial Property, Leisure & Licensing, Construction and Rural departments. Shru Morris, Director of Finance. Has overall responsibility for the firm’s strategic and operational financial management. Prior to joining Napthens in 2014 she spent part of her early career at Baker Tilly before gaining experience in the legal sector with Weightmans. Napthens’ new exec team
Transcript
in:briefTHE NEWSLETTER OF NAPTHENS SOLICITORS
napthens.co.uk
SPRING 2015ISSUE FIFTEEN
New executive team to lead the firmA new executive team at Napthens, including the appointment of David Cole as non-executive Chairman, has been unveiled which will oversee and steer the firm’s strategy and growth plans.
Special report: Lancashire and Cumbria’s property market. Pages 4&5
David leads a new executive board and brings with him significant experience in managing and developing SMEs and owner-managed businesses.
He oversaw the development of pharmacy business, L Rowland & Co to become the largest family-owned business in the sector, 3rd largest wholesaler and 4th largest pharmacy operator in the UK, before negotiating its sale to the German healthcare group Phoenix.
Working with David is John Whittingslow, who has been with Napthens since 2006 and becomes the firm’s CEO. John said: “David’s appointment is a significant coup for the firm and his experience will play a key role in how we will grow from a sound business foundation with the delivery of high quality, specialist services to meet our clients’ evolving needs.
L-R: Shru Morris, David Cole, John Whittingslow, Keith Melling, James Allison, Simon Ainsworth
Business RoundupNapthens’ CEO John Whittingslow gives his thoughts on the economy.
page 2
Terms of endearment?Phil Brown discusses the importance of having the right T&Cs.
page 6
Strong foundationsIn:brief focuses on one the region’s leading construction businesses.
page 3
Face2faceOliver McCann and Jennifer Bond discuss the role of HR in modern organisations.
page 7
No flies on himWarwick Alabaster on why he’s hooked on fly fishing.
page 8
“Our long-held objective is to be the region’s pre-eminent law firm, representing ambitious and innovative businesses and individuals while employing the best people in our industry. The new executive team gives us the structure to achieve this.
“While the legal industry has experienced significant change over recent years, it has presented Napthens with new opportunities. We’re a strong and ambitious business and while we continue to build a regional presence we’re committed to our local markets as this is central to our growth plans.”
In addition to the announcement of the new executive team, employment law partner Oliver McCann has been named Head of the firm’s East Lancashire office and Sarah Barnes, Head of the Residential Property team has been promoted to partner.
David Cole, Chairman.Joins after a highly successful career with the Phoenix Group and NUMARK.
He is vice president of the European Wholesale Association and European
affairs director for the British Association of Pharmaceutical Wholesalers.
John Whittingslow, partner and CEO.Joined Napthens as litigation partner in 2006 following the merger with
Roscoes. He was later appointed as Head of Litigation before leading
Napthens’ commercial division.
Simon Ainsworth, partner and Head of Private Client Division.Incorporates the Family, Wills & Estate Planning, Wealth Management and
Residential Property teams. Joined Napthens in 2007 following merger with
Wallwork & Co.
Keith Melling, partner and Head of Commercial Division.Oversees the Corporate department, including the Business Recovery and
tax services, Employment and Litigation. Joined Napthens from a national
law firm in 2009.
James Allison, partner and Head of Real Estate Division.Joined in 2008 from Pannone and now heads up the newly-created Real
Shru Morris, Director of Finance. Has overall responsibility for the firm’s strategic and operational financial
management. Prior to joining Napthens in 2014 she spent part of her early
career at Baker Tilly before gaining experience in the legal sector with
Weightmans.
Napthens’ new exec team
Legal battles are unwelcome for most companies – the distraction can have a serious impact on the business. So, when facing a dispute it’s important to consider the options rather than rush into litigation.
If facing deadlock in a dispute, your lawyer can offer an objective view and help you think strategically, looking at alternative angles so that a commercial decision can be made about how to progress. For example, in cases ostensibly about money, deadlocks might be broken by offering some other means of providing value apart from purely monetary. Or sometimes introducing a neutral third party facilitator such as a mediator is enough.
Costs of litigation
The Ministry of Justice has recently increased Court fees for commencing Court action. To start a claim for £50,000 costs £2,500, a claim for £100,000 costs £5,000 and pursuing a claim for £300,000 or more costs a hefty £10,000.
There were undoubtedly flurries of activity interspersed with ‘wait and see’ pauses, and if I was a school teacher it would have been given a B- with a ‘could do better’ sign off. Certainly as the region approached the election, more and more businesses we were in contact with were planning for growth but just wanted to see which political party would be taking up residence in Downing Street.
The local and regional economies were still performing reasonably well given some trepidation about who the future chancellor would be. The recession is still fresh in the mind of many business owners and there is a sense that buying decisions are taking longer and are more deliberate than during the halcyon days of pre-2007. This approach is no bad thing as it will serve businesses well, particularly when the economy is in a much better shape.
welcome / business roundup / legal update:
in:brief welcome
Welcome to issue 15 of in:brief which looks at a range of topics that will appeal to all our readers.
We begin with our regular Business Roundup, in which the firm’s new CEO, John Whittingslow checks the pulse of the region’s economy and puts forward his views on how the next six months could pan out after the election.
Drivers of our regional economy come in all shapes and sizes but none more important than family businesses and one which is blazing a trail in the construction industry is the Marcus Worthington Group. We profile the business and find out what projects it is working on. We also take a look at the rise and rise of quality beers and talk to SIBA to find out what is spurring on growth in this sector.
Those of you familiar with in:brief will see this edition’s special report is on Lancashire and Cumbria’s property market. We catch up with some of the region’s property movers and shakers to gauge opinion on how well the sector is fairing and what needs to be done to bring more businesses into the area.
Our own experts take a look at a variety of topics including alternatives to litigation, the need for shareholder agreements and the merits of having the right terms and conditions in place. We’ve also got a quick guide to building your own buy-to-let property portfolio.
Finally, Face2Face looks at how HR can help facilitate business growth, boost productivity and create a morale boosting environment for organisations. A must read for any employer.
I hope you enjoy this edition. As always we welcome any comments and feedback you may have.
2 in:brief SPRING 2015 www.napthens.co.uk
Resolving commercial disputes
Local and regional economies will grow, but be cautious
Iain Wharton, partner and Head of Litigation looks at how commercial disputes can be resolved cost effectively.
The past six months has certainly been a mixed bag of optimism met with prudent pragmatism.
After the election, there was a marked increase in activity - commercial property and corporate transactional work is warming up again and our teams are very busy. M&A activity is rising which is often a good thermometer of how ‘hot’ the economy is and our clients are performing well so it certainly seems that we are faring better than most.
A number of sectors which we specialise in have gained significant traction. The firm’s Leisure, Rural, Construction and Property departments are experiencing an increase in growth of at least 13 per cent for each department. Our Employment and Corporate teams are also in high demand again which is another good indicator that organisations are planning for investment and growth.
On a regional level it is interesting to see how the Northern Powerhouse concept will cause a ripple effect, but I am a firm believer that the
North West, and Lancashire, is a powerhouse in its own right already – additional investment into the infrastructure will really help exploit the region’s strengths, which are many.
Any business worth its salt should prepare for the worst but hope for the best and we need to keep a very careful eye on the horizon. The Eurozone is looking shaky at the moment and we still really do nott know what the fallout out will be should Greece not reach an agreement with creditors regarding its bailout payments.
It is highly likely that there will be an interest rate increase to keep check on inflation but economists are saying that this will not happen is in early 2016. Undoubtedly it will cause momentary concern and the residential housing market will feel it most, but any rise will not be unexpected.
In terms of our business, we are forecasting a sustainable growth in turnover due to our commitment to the local and regional markets – it is where we do most of our business and there is a good level of work in the pipeline. This does not mean
we will be complacent, far from it. “Proactive” is a key word for us and I am looking forward to being able to make some very exciting announcements about Napthens in the short to mid-terrm. Whilst at the same time we remain totally committed to continuing to help our clients make the most of the opportunities and minimise the risks.
Once proceedings are underway there are further Court fees. The trial fee itself can be up to £1,090. If applications need to be made to the Court during the case or the Court’s help is needed to enforce its judgement or determine costs recoverable, more Court fees are payable. Added to this, once Court proceedings are issued, parties no longer set their own timetable - the Judge will do that. This means significant work needs to be carried out by lawyers to adhere to the timetable which will incur significant lawyers’ costs. Failure to adhere means the party in default may have their claim or defence struck out or severely weakened, as they may not be allowed to call on vital evidence, so the work must be done.
What are the other options?
Companies can use alternative dispute resolution (ADR) such as a settlement meeting, mediation, arbitration or expert determination. The Court expects parties to consider ADR before and after Court
proceedings have commenced and can issue a stay of proceedings for this to happen.
A settlement meeting conducted with the parties’ lawyers in attendance can be an effective alternative to Court action. Another alternative is arbitration. Even without a contractual arbitration agreement in place, parties can agree to settle their differences through ad hoc arbitration. Arbitration has the advantage of confidentiality and the parties have more control of timing of the process than if the Court was involved.
If the dispute is narrow, a qualified expert can be appointed to determine the issue, which can also be a quicker and less expensive option.
What are the legal, business and reputational issues?
Companies and their lawyers should consider the merits of a case balanced against costs, time,
and other resources that may be incurred in a legal battle. As Court trials are public, parties should also consider the potentially damaging reputational risk of going to trial. Many companies find a confidentially agreed settlement a better solution.
Property company Henco International has begun work on the development of a 2.5 acre plot at Blackpool’s expanding Whitehills Business Park.
Work is underway on a development that will provide in excess of 26,000 sq ft of office and industrial space.
Leading stockbrokers Hargreave Hale is taking 15,000 sq ft at the development which signals expansion for the firm and a recruitment drive as it aims to increase turnover to £35m. The site is due to completed in Spring 2016.
Chris Hibbert, director at Henco said the business park is attracting a lot of interest from professional service companies, as the area develops a strong reputation as a hub for advisors.
He said: “This expansion represents a major investment in the area and we are seeing a real trend of professional services businesses moving onto the site or expressing an interest.”
Henco, also based at the Whitehills site, has been advised by David Hill, partner in the Commercial Property team at Napthens for a number of years, most recently on the Hargreave Hale development.
He said: “The Whitehills Business Park is an ideal location for professional services businesses with the motorway just round the corner and quick access to towns including Preston and Blackpool.”
Its properties division acts as a driver for development and urban regeneration, focusing on concept design, urban master planning, site acquisition and delivery. The firm’s construction division is delivering schemes across a variety of public and private sector developments – the most notable is the £50m Foxhall Village development in Blackpool which will see over 400 new homes created.
Simeon Worthington, director, said: “This is a fantastic project for our business to be involved in – working in partnership with Blackpool Council we’re creating a new village, bringing back into use neglected land, providing much needed housing
HR service launched / building solid foundations / Henco deal:
SPRING 2015 in:brief 3www.napthens.co.uk
Professional services hub takes shape
Established over 40 years ago by managing director, Marcus Worthington, the Marcus Worthington Group has a strong reputation in the construction industry.
Napthens has launched a dedicated HR service, appointing two HR specialist staff as a result.
Building solid foundations
HR service launched
The new Booths in Lytham St Annes
and creating a vibrant community. It signifies the culmination of years of work and commitment to bring about the regeneration of this site.”
The Group’s residential arm, Hollinwood Homes, has also delivered another successful residential development called Ashton Bank in Preston. The result was a contemporary development that saw 138 homes created around landscaped features and adjacent to a new 10 acre parkland.
The construction business has also delivered major projects in health, education, leisure, motor, retail and office sectors. One of its most recent projects was for Booths –
completing a purpose-built 40,000 square ft. store in Lytham St Annes Among the company’s other major projects are a M&S supermarket development in Gosforth, more than 650 student rooms for the University of Liverpool and more than a thousand student rooms in Manchester. It has also completed £67m worth of hotels for Premier Inn and Travelodge across the North West.
This is already in addition to a solid commercial property portfolio which plays host to companies such as Aldi, McDonalds, Pets at Home, Evans Cycles, Home Bargains and fast growing leisure operator, Pure Gym. As a business the Group is
also making a positive impact to the communities it works in. An example is its involvement in Larches and Savick Boxing club in Preston where the company contributed £250,000 to help construct a new facility.
Undoubtedly, the Marcus Worthington Group is here to stay. Simeon concluded: “The Group’s philosophy is that strong investment assets reflect our underlying strength, giving us the power to cope with the stresses and strains of construction and development. That doesn’t mean to say we’re not ambitious – we’re constantly seeking out new investment opportunities.”
www.worthingtons.co.uk
Contact us:
We welcome your feedback and comments on any of the articles in this issue of in:brief. Feel free to drop us a line at [email protected] or visit our in:brief page on our website, www.napthens.co.uk
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David Hill
The service, known as HR3 OnSite, will provide on-site support for businesses with Napthens’ staff attending internal meetings and offering advice designed to alleviate the strain from busy management teams.
HR3 OnSite has led to the recruitment of two HR professionals, Nicola Mason and Katie Waddington, who both take up the role of HR consultants – the first time the firm has offered such a service.
Katie specialises in advising on an array of issues including complex employee relation matters, talent management, and employee engagement. She joins Napthens after working in the IT, retail and hospitality sectors.
Nicola, who has previously worked in the motor industry, recruitment, and professional services sectors, joins Katie to advise on a wide range of HR issues. Her background includes
completing a complex TUPE arrangement across seven European countries from a major business in the oil and gas sector.
The new HR service has been launched to offer a range of support for businesses including holding and conducting investigations and investigatory meetings, holding and conducting disciplinary and grievance meetings, attendance at redundancy and TUPE consultation meetings, and on-site coaching and mentoring.
Chris Boyle, partner and head of Employment, said: “We understand that dealing with internal meetings and conducting investigations can be time-consuming and stressful for managers.
“HR3 OnSite is intended to support businesses which might not have their own dedicated HR function, or to businesses who need extra resource during a time of high
workload, providing a qualified consultant to carry out meetings, giving expertise in potentially difficult and complex situations taking the strain off a management team.”
special report: Lancashire and Cumbria’s property market
Is the property market in Lancashire and Cumbria on the road to prosperity?Millions of pounds are flowing into major regeneration schemes, with towns and cities across Lancashire and Cumbria seeing significant investment in commercial and residential property developments.
The counties are also benefitting from private and public initiatives such as Preston’s City Deal, which will deliver nearly £1 billion for ambitious infrastructure upgrades to open up commercial development on strategic sites.
Meanwhile, the Heysham Link Road is taking shape, creating new development opportunities for industrial and logistics parks, while Cumbria’s Energy Coast is expected to drive a long term, multi-billion pound investment programme.
However, the regional property market is not without challenges in some sectors. in:brief talks to the region’s property experts and lifts the lid on how the commercial property market is faring.
Regional hot spots are driving the market
John Marrow, regional property manager at property investment and development company Northern Trust, oversees a portfolio of industrial and office sites that stretches from Cheshire to the Scottish border, giving him a broad perspective of the Lancashire and Cumbria market.
“The west coast of Cumbria is especially buoyant at the moment,”
Andy Taylorson Ian Taylor John Marrow Martin Davis Peter Whitehead
“There hasn’t been much industrial property building going on as a result of restricted finance from the banks and these restrictions don’t look like disappearing any time soon. Finance for speculative builds will still be very difficult to get,” said Ian.
Another key sector is tourism and leisure, which is seeing exponential growth in areas such as the Lake District.
Martin Davis, director at hotel and leisure property agents Christie & Co, reports a 17.2 per cent rise in the average value of properties sold in 2014, compared to the previous 12 months. Even more encouragingly, Martin expects this trend to continue in 2015 and beyond.
said John. “We have a number of SME sites in that area, comprising industrial units of 500 sq ft to 5,000 sq ft, which are almost 100 per cent occupied. There is strong demand – and when we do have vacancies, they are quickly filled. A good example is our Clay Flats industrial estate in Workington, which has proved popular, attracting major national clients and trade operators, such as Greggs the bakers and Howdens Joinery.”
Andy Taylorson, a director at chartered surveyors Eckersley, believes the 65-acre Cuerden Strategic Site at the end of the M65
will be of huge benefit to the area as it is expected to create up to 2,500 jobs through a mix of commerce, industrial and leisure developments. “If you get commitment from
blue chip organisations who will be anchor tenants, there’ll be immediate kudos for the scheme that will in turn attract other businesses creating a significant ripple effect,” commented Andy. “But before that can happen we need to put the infrastructure in place, to upgrade the area and resolve the planning related issues, so it will take some time to crystallise.”
Andy also cites the Heysham Link Road, connecting the port to the motorway network, as key infrastructure that will generate industrial, distribution and
warehousing space demand capable of attracting traffic away from Stranraer and Holyhead and bringing logistical investment into the region.
Another hotspot is Lytham’s residential property market, which has improved significantly over the past 15 months, with increased activity and higher sales prices.
“Buyers now feel more confident in the sustainability of these levels and we think this confidence is sustainable against a background of continuing low interest rates, pension fund releases, and a stable political environment,” said Peter Whitehead, managing director at Lytham-based property investor and developer Windmill Group.
Varying fortunes in commercial property sectors
Industrial space is among the top performers in the commercial market, according to Allan Sumner, Head of Commercial Property at Napthens.
“Industrial property has done well in the recession due to a lack of supply, which is why areas with a strong stock, like Skelmersdale, are prospering,” said Allan.
His view is endorsed by Ian Taylor at accountancy and business advisory firm Baker Tilly, who cites a shortage of industrial space across the board, but especially in the SME sector.
“...There is demand for quality office accommodation, preferably with car parking, but anything that is not first class is having to be discounted...”
SPRING 2015 in:brief 5www.napthens.co.uk
special report: Lancashire and Cumbria’s property market
Photo Caption
Allan Sumner
“The first quarter of 2015 has been at the highest level that we have seen in the regional hotel and licensed leisure sector since the peak of 2007,” said Martin. “The market is strong, even in less affluent areas, and we recently sold two hotels in Blackpool, with a third transaction looking likely to complete soon.”
This positive outlook is supported by Andy Taylorson: “Sustained economic growth and increase in wages means more disposable income and there is a clear pattern of people eating out more,” he said. “The market for large family pub and restaurant chains is particularly buoyant and should continue in line with the economy.”
In Allan Sumner’s view, the top-end of the office market is also thriving, along with out-of-town retail space.
“There is demand for quality office accommodation, preferably with car parking, but anything that is not first class is having to be discounted,” said Allan. “High street retailers have continued to suffer against competition from online traders, although out-of-town developments seem to be performing strongly.”
Some areas, such as Lytham, are seeing significantly greater demand for office space, largely due to improved economic conditions.
“Many landlords now have waiting lists for both start-up and mature businesses’ requirements,” commented Peter Whitehead. “In the retail sector, there is little space available and it is notable that recognised brand names are now more prevalent in Lytham alongside further new openings of cafes, bars and restaurants by local operators.”
The market for small industrial units is especially active
Commentators agree that likely demand for large or small commercial property is mainly determined by the availability of stock.
“Although we have some larger units up to 60,000 sq ft, our main focus is supporting the SME market through expansion and relocation by providing a range of unit sizes,”
said John Marrow. “These are 500 sq ft to 5,000 sq ft units for the entrepreneurial sector and with the introduction of our ‘Innovate’ office brand means we can divide larger suites to suit individual requirements.”
Major schemes are making a difference
Cumbria’s Energy Coast is having a huge impact on development and is a key driver of growth and jobs. An estimated £90 billion is being spent there in the next 20 years, creating massive potential.
“Although the Energy Coast is geared up for Sellafield, we are benefiting from tenants operating in the substantial and constantly growing supply chain.” said John Marrow.
One of Lancashire’s main advantages is the motorway network and big projects such as the Heysham Link Road are already enhancing efficient road links. Meanwhile, improvements flowing from the Preston City Deal will lead to better traffic flow in and out of the city, which will increase its attractiveness as a business location.
Ian Taylor does not shy away from addressing the controversial subject of fracking. “It’s the elephant in the room,” he said. “It could be transformative, driving massive change and bringing a lot of money into the local economy.
But it is a sensitive issue and the environmental and economic benefits will have to be balanced carefully.”
Another politically divisive – but potentially beneficial – future development is the HS2 rail link between London and the North West.
“Political sensitivities notwithstanding, HS2 will be especially good for this region because it will deliver more people much more quickly into our tourism and leisure sector,” said Martin Davis. “Visitors may not be taking two week holidays, but they are increasingly opting for short breaks and faster, more efficient transport can only boost this area of growth.”
On a less contentious theme, Allan Sumner points to the Hollinwood Homes residential development in Blackpool’s Rigby Road as a game-changer for residents. “The town has suffered from appalling housing stock and Hollinwood has been bold enough to invest, which is hugely improving the availability of good quality housing for local people,” said Allan.
Attracting greater investment and businesses to the region
Turning to the future, Andy Taylorson is convinced that streamline the planning system would be a massive boost for the broader property industry.
“Currently it takes too long, costs too much, and there is excessive technical detail. We are wrapping ourselves up in red tape when it should be quick and easy. If you want investment and jobs and family homes, you have to make the planning process much more efficient,” said Andy.
Allan Sumner believes local authorities and regional marketing organisations must produce effective and engaging campaigns to promote their areas. “Of course big infrastructure projects are vital, but you must also make the most of what you have and communicate this through great PR and marketing strategies,” said Allan.
Commentators agree that efficient transport infrastructure and top class amenities will attract good business, which will in turn generate investment.
“It’s a chicken and egg situation,” said Ian Taylor. “The ideal situation is to create a virtuous circle where all these elements are working together to create greater prosperity for everyone.
“When the economy improves, property is usually the first stepping stone and with property development come wider benefits. Once we get the supply/demand balance right, I think we can look forward to a bright future,” added Ian.
Article Image
The demand is high for quality office accommodation
6 in:brief SPRING 2015 www.napthens.co.uk
ask the expert / legal update / raising a glass to British beer:
ask the expert:
Kathryn is partner and head of the Wills & Estate Planning department.
She advises clients on drafting wills and estate planning, reducing the liability of their estates to Inheritance Tax, planning for long term care and ensuring the smooth succession of family businesses.
Q: My business colleagues and I operate our trading business through a company, but I am concerned about what happens if one of us dies. What do I need to have in place?
A: Firstly, you should have a shareholders agreement which stipulates what happens to your shares in the event of your death.
Such agreements often include cross options, under which the surviving shareholders will have the option to purchase your shares at an agreed price, ensuring that your family receives fair value while ensuring the ongoing success of the business.
Secondly, you should each take out a life insurance policy to ensure that there are sufficient funds available for the surviving shareholders to purchase the shares at the price determined in the cross option. This life insurance should be written in trust so that it will not form part of your estate on your death.
Finally, you should update your Will to ensure that your shares are dealt with in such a way that after the surviving shareholders exercise the option to purchase the shares, your family continues to benefit from 100% relief from Inheritance Tax which is available on business assets.
Phil Brown, senior associate solicitor in the Corporate department, highlights the importance of making sure your terms and conditions are seen and understood with anyone you want a commercial relationship with.
Transformers (and rectifiers): battle of the forms
Kathryn Harwood
Cask ale has experienced somewhat of a revolution. The out-dated perception was that it was the preserve of middle-aged men but now it’s drunk by people from all walks of life. According to data company, Mintel, over 13 million Brits in the last year have consumed cask beer and will continue to do so.
Raising a glass to British beer
Bank Top Brewery
Sadly not an update extolling the virtues of a cartoon series, but instead a commercial law update following the issue of judgement in Transformers & Rectifiers Limited v Needs Limited which was published in February. Rather than being as ground-breaking as everyone’s favourite Autobot toys, the case is simply a timely reminder that if you want to rely on your standard terms and conditions then it’s a good idea to let the other party see them.
The parties had been trading since the 90’s before they hit a problem, at which point both dusted off their standard terms and conditions and off to court they went. Each party wanted the court to confirm that it was their terms and conditions that applied to the contract, and not those of the other party.
Working to spur on the growth of the industry is the Society of Independent Brewers (SIBA). Formed in 1980 to represent the interests of the emerging new wave of microbrewers, SIBA has come to represent a broad spectrum of the brewing sector and is now one of the most authoritative and respected bodies in the industry.
It has always strived to work for independent brewers and now represents over 800 of them, which
The claimant failed because although their terms were printed on the back of their purchase orders, they were not referenced on the front. No prizes for guessing which side of the page they scanned/faxed across.
The defendant failed because although its acknowledgement of order referred to its ‘general terms and conditions (available on request)’ it had never actually provided a copy to the claimant in the twenty years or more of trading with them. Whilst merely providing the opportunity to review can be appropriate in some circumstances where industry standard terms are applied, it isn’t good enough when dealing with bespoke terms.
Therefore Mr Justice Edwards-Stuart found that neither set of terms and conditions were actually incorporated into the contracts. Whilst the judgement doesn’t go into it, presumably he found some implied terms that the Decepticons weren’t entitled to Earth and awarded damages to the Autobots and we can all live happily ever after.
Whilst I may not be able to save the world from evil robots, if you would like to ensure your terms and conditions will actually protect you, then I can certainly help. Please get in touch if you have any queries or would like to arrange a review.
in 2014 collectively brewed over 526 million pints of quality beer. Mike Benner, SIBA’s managing director said: “We want to safeguard the future of British beer and for SIBA to become the voice of British brewing but really the focus is to help our members grow their businesses.”
Ale in all formats has seen significant growth as consumers demand greater quality from their beers. “The good news is that we can see more growth in the industry as
more brewers enter the market – currently it stands at around 1,400 breweries – offering greater choice for beer drinkers,” added Mike. “In 2008 we saw the trigger where there was a strong shift toward local provenance and a story behind the beers. Ironically the recession had a bit of influence because if people were going to pay for a pint, they wanted to make sure it was a good one. Consumers wanted something different.”
The industry is facing challenging times with pub closures continuing at a rapid rate, however Mike is confident that more independent brewers will flourish. “The growth of community pubs will play an interesting role. These are pubs that were once faced with closure but have been taken over by the local community and are more than just a place to drink. The common factors are that the beer and the pub are focused on quality, have a story to tell and provide something different.
“The demand for quality beers isn’t going to reduce. Consumers are concerned about the health issues around alcohol and because
beer is low strength we are seeing more drinkers opt for a drink with pedigree, low in alcohol and made from natural ingredients.”
Mike also believes that the preference for quality beer isn’t a fad. “The domestic market will still experience growth but we can see that the export market will also expand and quality British beers will be found in an increasing number of countries around the world. And SIBA will be here to make sure that happens.”
In our latest Face2Face, Employment partner Oliver McCann meets Jenny Bond, branch chair of Lancashire CIPD, to examine how HR and employment professionals can improve an organisations performance while empowering employees.
Funding: Buy to let (BTL) purchases are usually funded by special mortgages with key differences to normal mortgages:
• Interest rates are higher
• Minimum deposit is usually 25 per cent or higher of the property value
• Most are interest-only
Tenancy agreement: A legal document containing rights and responsibilities of landlord and tenant. An Assured Shorthold Tenancy (AST) is the most common agreement used by landlords and means they must abide by the Tenancy Deposit Protection Scheme.
Landlords renting to multiple persons paying combined annual rent of more than £25,000 use Contractual Tenancies. These are suited to large households with several occupants.
Understanding your tenant’s financial history and personal reliability are crucial. Outsourcing tenant referencing gives assurance that you are letting to a dependable tenant. Also consider rent guarantee insurance which covers failure to pay rent.
Tenancy Deposit Scheme: Involves a deposit placed in a third party account, or the landlord holding the deposit under an insurance scheme. Landlords have 14 days to tell tenants how the money is to be held, how it can be recovered, and what happens if there’s a dispute.
Safety certification: Landlords are legally required to use a registered gas engineer to carry out annual inspections. The landlord and tenant should receive a copy of the report. An electrical safety check by a qualified engineer must be completed. Landlords are required to ensure that electrical installation and equipment supplied is safe. Failure to do this can result in a financial penalty or jail sentence.
Multi occupancy: A Household Multi Occupancy (HMO) property is rented by at least three people who are not from one ‘household’, but share facilities e.g. bathroom and kitchen. A local authority licence is needed if you are letting a ‘large’ HMO – for more than five people sharing facilities, and the property is three storeys or higher.
Multi-Unit Freehold Blocks (MUFBs) are properties split into multiple self-contained dwellings.
buy-to-let
FACE2FACE:The importance of HR in your business
Oliver McCann (OM): From my perspective a HR professional enables an organisation to maximise the contribution of its workforce by building a people strategy and providing the framework of policies and procedures related to staff employment.
Jenny Bond (JB): Yes I agree and in addition, HR must turn external business trends and stakeholder expectations into internal action, focusing on business results and human capital improvement. HR professionals ensure individual ability and organisational capabilities are developed to their full potential.
OM: Absolutely. An organisation’s most important asset is usually its people – so it’s critical to get the most out of our greatest asset. By doing so, a business will reap substantial rewards in terms of increased innovation and productivity, thereby helping a business to grow.
JB: If we take growth as an example, HR professionals can find and retain people that embrace the business and its values, and create organisational alignment. If your employees aren’t living your values then they aren’t really engaged in what the organisation is trying to achieve.
OM: Lack of engagement is a key issue. HR professionals have a decent grasp of an employer’s legal obligations and employee rights, but they do not understand the complexities of employment law. Bearing in mind the already difficult task HR professionals have in implementing people strategies, it is unrealistic to expect them to be employment law experts as well. This takes many years training and experience – I should know!
JB: This is why the partnership between HR professionals and lawyers is key. We focus and manage the employer-employee relationship and align the organisation’s culture with its people. In contrast, employment law experts generally act in a representative or advisory capacity and don’t get involved in the administration of systems and procedures, or in monitoring and surveillance.
OM: In relation to helping an organisation achieve its objectives, we want to understand at the outset what our client’s plans and objectives are. We can then develop a plan of action with HR in a manner that effectively navigates employment legislation and mitigates the risk of potential claims, while putting the business in the
best possible position to defend any claims. We also support clients in an employment tribunal.
JB: And that support is critical. Employee relations is key to the success of engagement initiatives and achieving growth. Employment lawyers can support HR professionals in keeping productive relationships between management and employees strong and healthy. Good employee relations shows employees that the business is committed to their interests and working with them, while achieving its own objectives.
OM: It’s important that lawyers are there to help free up HR professionals to focus on key initiatives such as building employee
relations. We also act as a sounding board for strategic plans that could have an impact on staff and cause problems, or even legal claims – for example, a restructure, redundancy programme or changes to terms and conditions.
JB: That support function is critical as lawyers can help HR professionals with advice on compliance issues from changes to benefits and pension arrangements through to managing all things TUPE and auto-enrolment duties. They can then assist the HR professional in delivering other projects and that partnership between the two is very powerful in achieving organisational objectives.
Jenny Bond Oliver McCann
“...HR professionals ensure individual ability and organisational capabilities are developed to their full potential.”
A guide to...
and finally:
It’s a sport that has its origins steeped in Roman times – as far
back as the early part of the 2nd Century, where teacher and
author Claudius Aelianus described Macedonian anglers using a
snare or a lure to capture fish.
Me and my… fly fishing
Since then fly fishing was not written about in great detail until the late 1400s when Dame Juliana Berners penned The Boke of Saint Albans, which described in great detail how to make a rod, and different flies for different times.
Like most sports it has now progressed as technological advancements were made in materials for rods, reels and the textiles used in the lines.
For litigation solicitor, Warwick Alabaster his fly fishing bug was caught when his father introduced him to the more traditional coarse fishing. “I first started coarse fishing but then I tried fly fishing in Rutland Water around eight years ago – that’s when I caught the bug.”
Warwick cites his favourite places
to fish in the North West as Derwentwater in the Lake District, where he caught a pike, or Stocks Reservoir in the Hodder Valley, but his passion has taken him much further afield.
“Fly Fishing has taken me to Canada, Cuba and more recently Belize. It was fantastic – I spent six days on a private boat with two guides taking me to untouched territories and it was great to experience the wildlife. Because the water was warm and shallow we’d often come into contact with Barracudas and smaller sharks.
“Fishing in the Gulf of Mexico is something that most fly-fishers want to do because you can achieve what is called a Grand Slam. This is landing a permit, tarpon and bonefish all in the same day.
The tarpon can be particularly hard to land as it can weigh anything between 5 – 300lbs which is lifting something akin to a 21 stone man into a rocking boat. You have to have the right equipment. There are rods for every type of water – salt, chalk or fresh, and you can spend thousands if you want to but I tend to restrict my spending.”
Warwick did achieve his grand slam and of course has the pictures to show for it but it’s the experience that matters most. “I am of course biased but it’s a great sport – pitting your wits against the elements and the fish. They’re great opponents.”
Charity fundraising update
Napthens advises on high profile squatters’ case A property owner recently called upon Napthens’ services when a group of activists staged a protest in a landmark building.
Possession proceedings were issued against the ‘Love Activists’, an anti-austerity group, following their occupation of the Grade 1 listed former Bank of England building in Liverpool city centre for 25 days.
An Interim Possession Order (IPO) was applied for against the trespassers by David Bailey, Commercial Property Litigation partner at Napthens, under the instruction of property owners District & Urban Liverpool Ltd. The IPO was then granted following a
Each year Napthens selects local charities to lend its support to, with fundraising activities taking place across the firm’s offices to raise money for chosen causes.
Last year’s fundraising drive was a huge success, with £10,000 raised for charity. Money was raised for St Catherine’s Hospice, a charity which provides specialist palliative care and Blackburn Youth Zone, an organisation which helps to offer better prospects for young people.
Napthens staff from all offices took part in dress down days, sponsored
Warwick Alabaster catching a barracuda in Belize
hearing, which led to Merseyside Police removing protestors and making five arrests.
David said: “Unlike residential properties, squatting in commercial buildings is not a criminal offence, hence why such buildings have increasingly been targeted.
“The eviction process can be a long and time consuming one, but by working with the police and our clients, using the interim possession order which then turns the continued occupation into a criminal offence, we were able to quickly and efficiently make it possible for the police to move in and remove those people inside.”
bike rides and a marathon football match to raise funds.
This year the Preston and Penrith offices will be raising money for North West Air Ambulance, which provides rapid pre-hospital care for emergencies and accidents.
The Blackpool & Fylde office will be supporting Aspired Futures, a charity which creates life-changing opportunities for vulnerable young people, and the East Lancashire office will be continuing to support Blackburn Youth Zone.
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