February 2020 - MLP Law

MLP Law proud to announce support for Henshaws and SANDs UK for 2020

MLP Law are delighted to announce that following a firm wide nomination and voting process involving all our colleagues, we have chosen to support Henshaws and SANDs UK as our two charities for 2020.

Henshaws is a northern charity supporting people living with sight loss. Henshaws is one of the oldest charities in the UK and recently celebrated its 180th anniversary. MLP Law is extremely excited to start 2020 with a promise to fundraise as much as possible for this amazing charity.

SANDs UK is a national charity which works to reduce the number of babies which die in the UK and to improve care and support for anyone affected by the death of a baby. SANDs supported 4,800+ bereaved parents and families at support meetings in 2018/19 and MLP Law looks forward to contributing to this invaluable service throughout the year.

One of MLP’s key strands of company ‘DNA’ is for all our colleagues to be role models – we want to lead by example by helping both our local and wider community and we strive to make sure that charitable giving is at the forefront of our business. In 2018/19 we strived to raise as much as possible for charity, from our charity of 2019 – Dementia UK; with money raised with ‘dress down Fridays’ and our summer party, to our Managing Director Stephen Attree raising an amazing £1505 for the iMRI Scanner Appeal at Royal Manchester Children’s Hospital Charity in the Cumbria Way Challenge. We rounded off 2019 by helping The Toy Appeal – we collected over 100 toys for local children who may have not otherwise received Christmas Presents and colleagues helped wrap them at the charity’s annual week-long meet and wrap event.

Private Client Associate

A fantastic opportunity for a Private Client Solicitor / Associate to join a significant regional law firm to play a supporting role in their existing, successful, close-knit Private Client team.

You will not only join a team that has got highly ambitious plans for their continued expansion, but a firm that has an incredibly dynamic growth strategy.

 In return you will handle high quality work and receive an excellent salary and benefits including flexible working.

This ambitious client focussed firm has a commitment to developing its private client offering and is already a leader in a number of private client facing practice areas.

You will join their existing private client team, self-sufficiently managing your own caseload involving all aspects of private client work.

Your caseload will be interesting and varied and will include advising high net worth clients on the legal and tax aspects of trust and estates, including asset protection, tax planning and supporting elderly and vulnerable individuals with power of attorney.

 You will be able to support the Head of Department and assist junior colleagues within the team when require.

The ideal candidate is:

  • Private Client Solicitor or Associate with experience from 3 years PQE or equivalent experience
  • Ideally STEP qualified or undertaking STEP qualification, but there is scope to train in STEP for those not qualified
  • Experience of all aspects of private client work • Ideally some experience of supervising more junior members of the team
  • Self-sufficient managing own caseload
  • Highly organised and able to work pragmatically with the ability to prioritise your workload as required
  • Excellent client care skills

If this is role is for you, or you would like further information and full job specification please contact Jane Hunter at janeh@mlplaw.co.uk

Preparing for a Share Sale: Company Health Check

The sale of a company can be a long and complex process and one of the most time consuming aspects for a seller is the due diligence process.  It is becoming more common that, before actively engaging with a buyer, the seller wants to undertake an internal due diligence review.

The seller’s legal advisers can play an important part in this process and their role will include:

  • Providing the seller with a legal due diligence information request, containing the type of questions that a buyer is likely to ask about the company, so the seller can prepare responses and start collating all the related documents
  • Collecting all the due diligence responses and documents and uploading these to a virtual data room
  • Reviewing the responses and documents provided to identify any material issues
  • Advising the seller about possible methods to rectify or limit the extent of any issues
  • If required by the seller, preparing a legal due diligence report

The type of information that a buyer will usually request about the target company and which the seller should prepare for includes:

  • The corporate structure and shareholdings
  • Constitutional documents and any shareholders’ agreements
  • Financial reports and accounts
  • Employee details and terms
  • Material contracts/commercial arrangements
  • Finance/borrowing/banking arrangements
  • Assets
  • Property
  • IT and Intellectual Property
  • Litigation/disputes
  • Insurance
  • Health & Safety/Regulatory
  • Compliance and Consents
  • Environmental
  • Pensions
  • Any industry specific enquiries

The benefits of a seller undertaking a pre-sale company health check or due diligence review include:

  • Limiting the time required on due diligence during the sale process, so the seller still has time to get on with running their business
  • Identifying in advance any potential issues, areas of risk and/or areas to improve
  • Dealing with any issues identified before the sale
  • Clarify whether any consents or approvals are required for the sale
  • Assist in the preparation of any sale materials to be provided to potential buyers
  • The information is all properly collated in a virtual data room to which the buyer and its legal team can have access once a Confidentiality Agreement has been signed and terms agreed
  • Assist in the preparation of the seller’s disclosure letter

For a more in depth look at this subject please see our previous blog: To Sell or Not to Sell: Considerations for Business Owners.

For help and advice, please speak to our Corporate and Commercial team by emailing commercial@mlplaw.co.uk or calling 0161 926 9969.

Inheritance Tax may be replaced

The All-Party Parliamentary Group for Inheritance & Intergenerational Fairness (APPG IIF) has published a report recommending the abolition of inheritance tax (IHT) in its current form, replacing it with an entirely different regime.

The new proposals suggest a new flat tax rate of 10% on all lifetime and death transfer of wealth, which is considerably lower than the current 40% for anything above the nil rate band. The current complexities of exemptions and reliefs would also be abolished making the system less complicated.

For estates above £2million, the inheritance tax rate would rise to 20%, the level at which it is suggested that people turn to tax planning to minimise their liabilities. In theory this would increase the amount of inheritance tax that the government received as a whole.

Whether these reforms are put into place is another matter entirely. Inheritance Tax Provisions are an extremely politicised issue and whether any one political party would want to be seen to overhaul our current system is another matter entirely.

Given the potential changes, there has never been a better time to consult with a solicitor and consider your estate planning needs for the future. MLP Law have specialists in later life planning and provide legal support and guidance throughout. Our team of experts can guide you through the process and offer a service tailored to your specific needs.

Please contact our Wills Trusts and Probate team on 0161 926 1592 or email them at wills@mlplaw.co.uk if you need advice on any of the advice mentioned.

A widow has been allowed to claim against her husband’s estate 26 years after grant of probate

The case of Thakare v Bhusate [2020] sets a new landmark in the length of time Inheritance (Provision for Family and Dependants) Act 1975 (IPFDA) claims can be brought after death. The previous record of six years was set in 1994, and normally claims must be brought within six months.

Mr and Mrs Bhusate married in 1979 when the deceased was 61 and the widow was 28. The deceased was twice previously married and had five children. The couple went on to have one child before Mr Bhusate died without leaving a will. The case differed from many intestate cases because of the widow’s acrimonious relationship with her step-children, which left the estate ‘in limbo’, meaning 25 years passed after the claimant’s husband died without a will before she was able to claim from the estate.

While the facts of this case are extremely specific, the circumstances highlight the importance of writing a will. Many people still believe that their estate will default to their spouse if they die without a will, but this case goes to prove that this often not what happens in reality. In order to gain from her husband’s estate, Mrs Bhusate will have had to pay years of legal fees all of which will have been deducted from the estate, leaving less money for everyone entitled to a share.  

If you don’t have a will or your family circumstances have changed since you last made one, please get in touch with our Wills Trusts and Probate team on wills@mlplaw.co.uk or 0161 926 1592.

Do I have to offer flexible working?

As we continue to progress towards an ever more modern working world, there is an increasing pressure on employers to consider requests for flexible working hours and with technology continually advancing, it is getting harder to justify the traditional 9am-5pm in the office arrangement. Nevertheless, employers do not have to grant a request for flexible working and only have to consider the request.

Who can apply for flexible working and what can they apply for?

Employees who have been employed for a period of at least 26 weeks have the legal right to request flexible working and can make a request once in every 12-month period (all employees can make a request earlier but they may not have a claim if you don’t consider it).  If a request is denied, an employee cannot make the request again until 12 months have passed, as it is likely that the reason for the refusal will still be relevant if another application is made directly after the initial request is denied. 

However, if the request is due to circumstances such as an employee’s disability, religious beliefs or childcare requirements, then you should reconsider the request, as there are greater risks to a business in these circumstances if it is refused.

In terms of what an employee can apply for, an employee can apply to: change the times they are required to work, change where they are required to work i.e. whether this be from home or the place of business and change the hours they are required to work. The request generally tends to be for a permanent change, although a temporary change can be requested.  

How can an employee apply for flexible working?

It is common for employees to follow a more informal process when requesting flexible working, particularly if they are working in quite an informal environment and employers may allow this.

However, in order for a request to be valid in law, an employee must ensure that the request complies with the following criteria: 

  • The request must be in writing and explicitly state that it is an application for flexible working;
  • The request must specify the change to the current contract that is being applied for and what date the employee proposes that this change comes into effect; and
  •  The request must explain what effect, if any, the employee thinks making the change applied for could have on their employer and how this effect may be dealt with.

If the application meets the above criteria, then you are under a duty as an employer to consider the application and make a decision about whether or not it is approved.

Refusing the application

Although as an employer you can refuse an application for flexible working, this can only be refused on the following eight grounds:

  1. The burden of additional costs,
  2. Detrimental effect on ability to meet customer demand,
  3. Inability to re-organise work among existing staff
  4. Inability to recruit additional staff,
  5. Detrimental impact on quality of work,
  6. Detrimental impact on performance,
  7. Insufficiency of work during the periods the employee proposes to work, and      
  8. Planned structural changes.

Any other reason for rejecting the application will not be valid and is likely to result in the employee making an appeal.

Avoiding the risks

In order to avoid the risk of an employment claim, is important that as an employer you do properly consider any application for flexible working and ensure that any rejection is genuinely on the basis of one of the above eight grounds. It is also key that you ensure that your reason for the rejection does not target a specific group of people with a protected characteristic and that you are not putting yourself at risk of being accused of discrimination either directly or indirectly.

If the request is on the grounds of an employee’s disability, you also have to be mindful of the duty to make reasonable adjustments which could include a flexible working arrangement.

Each application should be considered on a case by case basis to avoid the risks of employment claims and it is important to remember that agreeing to what are seemingly small changes to a working pattern, can make a big difference to improving workforce morale.  

If you have any questions as an employer in relation to flexible working or if you are an employee considering making a flexible working request, then please contact our Employment Team on 0161 926 1508, employment@mlplaw.co.uk or follow our employment law-specific Twitter account @HRHeroUK.

To sell or not to sell: Considerations for Business Owners

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Embarking on a company sale can be a lengthy, complex and expensive exercise so good planning and preparation by business owners can help the process and, together with the appointment of an experienced transaction team, can ensure the transaction runs smoothly and efficiently, with minimum disruption to the target company business.

Planning for a Sale

  • Appoint the right advisors

It is important at the outset to appoint a team of people to deal with the sale.  The key people will usually include the following:

  • the legal advisers, with a corporate lawyer project managing the transaction, to deal with the legal due diligence exercise, drafting and negotiating the transaction documents and transferring the legal ownership of the shares/business
  • corporate finance accountants and tax advisers to advice on the best deal structure for sellers, deal with the tax and accounting treatment of the sale, prepare financial statements, deal with the financial due diligence and assist with the accounting and tax warranties
  • Consider available tax reliefs

The availability of tax reliefs may be a key factor in determining the best structure for the sale and your tax advisors can advise you in this regard.

  • Determining the value of the company

You will need to work with your accountants to determine a fair price for your business.  Consideration must be given to what value you are looking to realise on a sale, whilst being realistic about the price.

  • Pre-sale health check / due diligence review

It can be a useful process for sellers to undertake a company health check or pre-sale due diligence exercise, where the affairs of the company are investigated (as a buyer would) and any potential issues identified and dealt with prior to a sale. Look out for our further blog on Preparing for a Share Sale.

  • Structure of the Sale: Shares or Assets?

It is generally more attractive to business owners to sell the shares of the Company, rather than just certain assets, although this depends upon various considerations.  Please refer to our blog Buying or Selling a Business: Shares or Assets.  https://www.mlplaw.co.uk/buying-or-selling-a-business-shares-or-assets/

The Sale Process

  • Initial agreements

Confidentiality Agreements or Non-Disclosure Agreements (NDA) – the sellers should get a potential buyer to sign a Confidentiality Agreement or NDA before providing the buyer with information on the target company.

Heads of Terms / Letter of Intent – these should set out the principal terms of the deal agreed between the sellers and the buyer.  Although large section of the Heads are not legally binding, they do form the basis of the Sale & Purchase Agreement.

  • Due Diligence

This is the buyer’s investigations into the target company and will involve legal, financial and commercial due diligence.  The buyer’s legal advisers will forward a legal due diligence questionnaire to the sellers’ advisors and the sellers will need to undertake a long and detailed process to respond to all the questions raised and provide all the relevant supporting documents.

  • Sale & Purchase Agreement

The main contract setting out the terms of the sale and purchase of the business will be the Share Purchase Agreement on a sale of shares or the Asset Purchase Agreement on a sale of business and assets.

  • Disclosure Letter

The Disclosure Letter is where the sellers to make disclosures against the warranties they give in the Sale & Purchase Agreement and such disclosures will, where appropriate, qualify these warranties

  • Signing / Completion

Once all the key documents have been prepared, negotiated and agreed and the buyer has the relevant funds to make the purchase, the documents can be signed and exchanged.  Often in corporate transactions, exchange and completion will be simultaneous.

For a more in depth look at this subject please see our Guide to Selling a Business, which is available upon request. For help and advice on ‘To sell or not to sell: Considerations for Business Owners’, please speak to our Corporate and Commercial team by emailing commercial@mlplaw.co.uk or calling 0161 926 9969.