LEGAL SERVICES FOR YOUR BUSINESS September 2024 | AshtonsLegal.co.uk
Business Law Insights
In our latest business law update, you can find insights from our commercial law teams on the following issues:
Corporate & Commercial
- Ashtons advise Rockford Components in sale to AQ Group
- Norfolk and Suffolk-based Cecil Amey Opticians and Hearing Care acquires Penningtons Opticians
Commercial Property
Employment
- King’s Speech July 2024 – News for HR Professionals
- Failure to consider impact of menopause in flexible working request
Owner Managed & Family Business
- Practical advice for the director of a company in financial difficulty
- Legal entity and managing your personal risk
Regulatory & Crime
Road Transport
Ashtons Legal News
Outstanding first third of the year for Ashtons’ corporate team
Ashtons’ Business Client Group has recently advised a number of businesses in the successful sales of their companies.
In Cambridge, they worked with the owners of Scott Bradbury Limited, a publisher of digital learning resources for improving performance and wellbeing at work, on the sale of the company to Academy Plus Group Ltd (trading as academy+), a multi-award-winning provider of eLearning and immediate access online training (in over 50 countries).
Craig Fiddaman supported Euston Ventures in its seven-figure acquisition of Hampshire-based silicone manufacturer Silex. Euston Ventures is an investment company established ten years ago that focuses on acquiring speciality manufacturing, engineering, and technical service businesses in the UK.
There was further success within the insurance sector, completing a deal for the founders of Porticus Insurance. Craig Fiddaman was supported by colleagues Tom Beattie (Employment) and Greg McCurday (Commercial Property).
Corporate & Commercial
Ashtons advise Rockford Components in sale to AQ Group
Ashtons’ Corporate and Commercial team recently advised the owners of the electromechanical firm Rockford Components Limited (Rockford) on the sale of the company to AQ Group AB (AQ), a Swedish-based Nasdaq-listed company.
Rockford Managing Director, Peter Lion, will be remaining with the company and will work with those from AQ to ensure that the long history, experience, and technical competence of serving the commercial customers of the company, and those in the defence and aerospace industries – remains as strong as ever.
Whilst AQ is based in Sweden, it also has a footprint throughout Mainland Europe, Scandinavia, North America, Central America, and South America and has offices in India and China. Rockford will now form part of AQ’s Wiring Systems business unit, which currently designs, manufactures, and delivers wire harnesses to industrial customers.
Click 'read more' or the button below for full details on the potential impacts and any exceptions on your business.
Corporate & Commercial
Norfolk and Suffolk based Cecil Amey Opticians and Hearing Care acquires Penningtons Opticians
Cecil Amey Opticians and Hearing Care has added a further three branches to its previous ten across Norfolk and Suffolk following the successful completion of its acquisition of Penningtons Opticians in August.
It was aided in its purchase by Ashtons Legal LLP who helped to achieve a smooth transfer of both the Penningtons Opticians business and of its six members of staff, all of whom have been retained by Cecil Amey.
Cecil Amey Opticians and Hearing Care, which celebrates its 100 year anniversary in 2024, had its first branch in Norwich and has grown steadily to have an established presence in Attleborough, Aylsham, Dereham, Harleston, Halesworth, Holt, Norwich, Watton, Wroxham and Wymondham and now adds Beccles, Loddon and Lowestoft to its network of branches.
Jasmine Allen, a solicitor in the Ashtons corporate and commercial team, supported Cecil Amey Opticians and Hearing Care on the transaction with the assistance of corporate colleague Mark Watson and employment specialist Jessica Piper.
Ashtons Legal Road Transport Briefing
Tuesday 5 November | 8.30am - 2.30pm | Trinity Park Ipswich
As always, the focus of our Road Transport Briefing is compliance, operator licensing and roadside enforcement, with legal updates.
We are pleased that, once again, the Senior Traffic Commissioner and East of England Traffic Commissioner, Richard Turfitt, will be speaking. This provides an invaluable chance to hear about current issues of concern and how operators can address them.
In addition, DVSA will be providing an update concerning roadside enforcement as well as developments in regulation and policy concerning autonomous vehicles as they relate to commercial vehicles, where specific issues and problems arise.
Mark Cartwright, Head of Commercial Vehicle Incident Prevention at National Highways, will provide a session considering research and trends relating to the role of drivers. Whilst there may be highly compliant maintenance systems in place, is there sufficient focus on the driver, for example?
Ashtons Legal will provide legal briefings covering employment and road transport-related topics.
Commercial Property
Short-term leases: Common pitfalls – A tenant’s perspective
Tenants acquiring short-term leases often perceive they are exposed to little risk and focus on the speed of the transaction or the overarching business acquisition. While this is understandable, even a short-term lease could lead to significant financial and operational challenges if overlooked.
Do the lease terms match your future plans?
Whether you are negotiating a new lease from scratch or taking on an existing lease as part of a business acquisition, it is important to ensure the lease terms permit your future plans and address any mismatch early in the negotiations.
Are additional consents or variations required to make the lease suitable for your purposes? These will need to be factored into completion timescales. In respect of quantifiable risks, can a reduction to the purchase price or a rent-free period be negotiated or a warranty given for more unknown liabilities such as planning or environmental risk factors?
If you do not intend to remain at the property but are acquiring it as part of a larger transaction, does the lease permit an early exit? Break clauses are the most common way this would be achieved. Are there payments to be made or conditions to satisfy in order to exit early? If so, consider carefully if they are achievable.
Employment
King’s Speech July 2024 – News for HR Professionals
Keir Starmer’s Labour government has said in the King’s Speech, which opened the new session of Parliament on Wednesday this week, that it would create a new law setting out a new deal for workers.
A series of promised proposals have been set out to strengthen workers’ rights and end racial pay discrimination.
These proposals were previously set out in ‘Labour’s Plan to Make Work Pay: Delivering A New Deal for Working People’, which was published prior to the General Election.
Within the King’s Speech was mentioned the Employment Rights Bill, which is predicted to be introduced within the first 100 days of the Government taking office (so watch this space).
Failure to consider impact of menopause in flexible working request
The Employment Relations (Flexible Working) Act 2023 introduced a number of changes in April regarding flexible working requests.
While employees can only be awarded a maximum of eight week’s capped pay in respect of an employer’s breach of the statutory “right to request” flexible working, compensation for successful discrimination claims is uncapped, which opens employers up to much greater risk.
In the recent case of Johnson v Bronzeshield Lifting Ltd, Ms Johnson brought claims in the employment tribunal alleging that she had been discriminated against because of her menopause (which she argued was a disability) when making a flexible working request.
Owner Managed & Family Businesses
Practical advice for the director of a company in financial difficulty
In this article, we look at directors’ duties in the context of possible company insolvency. We aim to provide some practical steps for a director in this position to assist in fulfilling their duties and to mitigate their risk of personal liability. As such, it hopefully provides some useful initial guidance, but it is no substitute for seeking further advice from appropriately experienced solicitors and/or insolvency practitioners.
Ordinarily, your primary duty as a director is to act in the best interests of the company and its shareholders. This entails making decisions that promote the success of the business while considering the long-term interests of shareholders. This duty changes, however, once you form the view (or ought to have) that the company is insolvent or is bordering on insolvency, at which point your primary duty is to act in the interests of the company’s creditors.
Where the company does enter a formal insolvency procedure, such as liquidation or administration, the conduct of directors is scrutinized to determine whether they have acted properly.
Owner Managed & Family Businesses
Legal entity and managing your personal risk
You might run your business as a sole trader or a partnership, or the business might trade as a limited company or limited liability partnership.
But why did you choose this format? Is this just historical and the way the business has evolved? Or consciously, on advice for tax or other liability reasons?
For the most part, owner-managed businesses will tend to be sole traderships, partnerships, or limited liability companies. A business may typically start with a single family member and other family members may then become part of it. A partnership may be formed. Further down the line, a decision will be made (or rejected) to trade as a limited company. Legal and tax advice may be sought (and be accepted or rejected).
So, what are the advantages and disadvantages and, crucially, the risks attached to different trading formats?
Regulatory & Crime
Is your business under investigation?
As your business has to comply with a multitude of regulations and licencing requirements, there is a fair chance that you could, at some stage, be investigated by one of the UK’s many government enforcement agencies.
How a business deals with this is critical – and significant mistakes can be avoided by the taking of early legal advice. It is not only Police that investigate criminal matters but agencies such as the Health & Safety Executive (HSE), the Environment Agency, HMRC, Border Force and local councils who also deal with matters such as waste, alcohol and event licensing, trading/food standards and safety.
Broadly speaking, their powers and investigation methods are similar. An investigation may start because something specific has happened (such as an accident or pollution) or because licencing requirements are not being complied with, e.g. waste offences where there may be no permit or the maximum amounts allowed to be stored/treated are exceeded.
Road Transport
New clandestine entrant appeal case: international transport operators may be puzzled
A new case relating to penalties imposed on operators, owners and drivers who carry concealed persons seeking to enter the UK illegally (clandestine entrants) will be a cause of concern to international road and passenger transport businesses.
In it, the Court of Appeal stated:
“…the mere fact that a vehicle owner has not been shown to have failed to comply” with the regulations does not provide “a good reason either for declining to impose any penalty or for imposing one at a lower level than indicated by the Penalty Code”.
This is KLG Trucking SRL v Secretary of State for the Home Department [2024] EWCA Civ 737 (02 July 2024).
Ashtons Training Programme
These interactive courses are jointly run by Ashtons Legal and Ashtons HR Consulting in person or on Microsoft Teams.
The current dates and topics are:
- 9 Oct - Prevention of sexual harassment duty
- 16 Oct - Immigration and right-to-work checks
- 13 Nov - Appraisals and performance management
All the info you need to know is on our Eventbrite where you can book your place!
Please remember that Ashtons Legal is available to assist you and your business with their full range of business, individual and injury law services including commercial and residential property, corporate advice, dispute resolution, family law, estate planning, personal injury and medical negligence.
We Can Help You
For specific advice for your business, please get in touch with us by calling 0330 404 or email enquiry@ashtonslegal.co.uk.
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