Case Studies Archives - MLP Law

Case Study: How Legal Guidance Could Have Made a Difference

One of our new instructions this week led me to think again and highlight the importance of taking legal advice when you are not 100% sure what to do or that you are doing the right thing.

I met with two new clients this week—a mother and daughter. The mother’s husband had died some years ago, and at the time both parties had mirror wills, had done a severance of tenancy, and created life interest trusts in their wills, essentially ring fencing their ½ share in the total marital estate, enabling the surviving spouse to use the income, interest, and property until her death, at which point the estate passes to the two children. So far, so good—all pretty standard stuff and what you would expect to see. However, it’s never that simple, is it?

Since dad’s death, the family has fallen out with the son, and he subsequently died.

First question: do the deceased son’s children now take their father’s share of the estate? The family does not want this to happen, as they are also estranged from the grandchildren.

We look at the construction of the will and interpret it for the family. Answer: Yes, they do. This is not what the family wants to hear, but it is important to know the correct legal position and what you are dealing with.

Second question (from me): where are the trust assets?

Answer: in trust.

Question (me): Where exactly?

In an account with xxx

Ok, how much is in there?

£200k (should be £300)

Ok, how is that made up from the assets you declared at probate (done in person without legal representation)?

It then comes to light during the conversation that the estate assets have not been invested correctly, which would leave the executors and trustees open to a claim from the ultimate beneficiaries.

This is highlighted, and the clients are told what “homework” we need from them to bring back so that all this can be corrected properly before either the life tenant (mother) dies or the trustees decide to appropriate the trust assets to the beneficiaries to eliminate any claim.

The main takeaway from this meeting was that this could all have been amended to the family’s benefit; had they taken legal advice within 2 years of death, the estate could have been varied to ensure the grandchildren were not beneficiaries of the estate. The clients did not take advice and were not aware of this.

It also highlights the importance of keeping good records and ensuring that you do, in fact, understand how estates are devolved in the legal document.

Case Study: mlplaw Facilitated the Sale of Three Different Insurance Brokers Businesses

mlplaw’s Corporate Team, led by Rachel Owen, had the privilege of representing the selling shareholders in three distinct transactions involving insurance broker businesses. The common thread among these transactions was the sale of shares in each company to the same buyer, Deva Risk Group Limited.  We successfully navigated the intricacies of each deal, ensuring a successful outcome for our clients.

Transaction 1:  Sale of a majority shareholding in Hornby Snape Insurance Services Limited

Acting for the selling shareholders in the sale of shares, we negotiated terms for the shareholders exiting the business including the warranties and limitations of liability provisions for the sellers and terms for future earn-out. In addition, we acted for the shareholder remaining in the business under the direction of the buyer and negotiating terms for his position both as a shareholder and a director.

Transaction 2:  Sale of the entire issued share capital of Much Ado Limited

Acting for the sole shareholder in the sale of the entire issued share capital of the company, being a general insurance broker.  This included negotiating deferred payment terms and security for these, suitable warranties and limitations and tax provisions, together with a new service contract for the seller with the buyer.  This transaction was successfully completed in June 2023.

Transaction 3:  Sale of the entire issued share capital of Gomm (2000) Limited

This transaction went through various reforms before finally being agreed and completed as the sale of the entire issued share capital of the company in September 2023, with the selling shareholder also taking an equity stake in the buyer, adding an additional layer of complication. The target company was again a general insurance brokers.

Collaborating with the brokers (Brokerring Limited) and the buyer’s legal team on each transaction, we ensured compliance with and consent from the FCA and ensured good communication and open negotiation, culminating in successful conclusions for our clients.

mlplaw has acted on numerous other insurance broker transactions in the last 3 years and is currently working one two sales and one acquisition.

mlplaw closes ‘John Lewis’ style NHS deal

Altrincham-headquartered MLP Law has advised an NHS GP practice on a transition deal to incorporate the practice to a limited status while simultaneously making it an employee-owned business – the first time an individual GP practice has moved to this model in the UK.

MLP worked alongside the Employee Ownership Trust and NHS Somerset to develop the deal, which sees the Minehead Medical Centre in Somerset become an employee-owned entity, the first deal of this kind in the UK. MLP acted for the transferee company and the ongoing GP shareholders.

The deal safeguards the future of general practice in the town of Minehead by changing the business model, passing risk from the GPs themselves to the incorporated company – which should support GP recruitment efforts in the area.

Stephen Attree, managing partner of MLP Law, said: “This was an exciting and innovative deal which represents a new way of thinking within the NHS. By taking proven models such as employee ownership and applying them to a public sector body, NHS Somerset and Minehead Medical Centre have made history in their area and created a modern approach to GP services that will protect the provision of NHS services in the Minehead area.

“The deal involved a number of parties working closely together to bring this complicated case to a successful close,” he added.

Ed Ford, the GP who has led the development of the employee-owned trust at Minehead Medical Centre said: “We have a fantastic management team and wider staff team, so partners at the practice felt we should give them more control of the business. We also wanted to ensure that the business structure shouldn’t rely on individuals holding shares that could be difficult to transfer if people wanted to leave – hence the idea of becoming an employee-owned trust (EOT).

“EOTs offers GP practices an alternative, more flexible operational model; offering staff a greater say in how GP practices are run and opportunities for the team to develop their careers by having a greater leadership role, without needing to have the funds to invest as a partner.”

The plans were debated at NHS Somerset’s primary care commissioning meeting in June, and received a unanimous approval from the board, ahead of the deal completion. The value of the deal has not been disclosed.