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Greene & Greene is a long established firm of solicitors based in Bury St Edmunds, Suffolk. Our lawyers advise individuals and businesses based all over the UK.

We regularly attract new clients who have been using firms in London, but now receive a more cost efficient and more personal service from us here in Bury St Edmunds.

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Entries in Commercial (9)

Friday
Apr062018

Busy month for Greene & Greene’s Corporate Team

Following a highly successful 2017, Greene & Greene has had a prolific start to its 125th Anniversary Year. The firm’s specialist corporate team has been particularly busy, advising clients on a number of high-value acquisitions in various market sectors. 

 Deals completed in the last month include:

  • Working on behalf of international group Berlin Packaging on its acquisition of Hadleigh based packaging supplier, H. Erben Group. Berlin Packaging is a $2.6 billion global supplier of rigid packaging products and services to customers of all types across all sectors. Family business, H. Erben Group, supplies closure, packaging and packaging equipment and has dedicated operations in South Africa, the US and in the UK. It generated revenues of over £30million in 2017. Together, the combined company will have considerable geographical coverage throughout the world.
  • Advising the shareholders of Suffolk based, Box-it East Limited, on the sale to the Oasis Group, the fastest growing records and information management company in Europe.
  • Acted on behalf of the shareholders of i4innovation Ltd and its group of companies, a multi-disciplined design and manufacturing company providing services to customers in diverse industries, including Biotechnology, Medical Devices, Education, IT and retail on its acquisition by the Heathpatch group.  This latest acquisition will complement Heathpatch’s subsidiary company, Camden Boss, which designs, engineers, manufactures and distributes an extensive range of innovative electro-mechanical components, electronic housings and cabinet solutions.
  • Acted for Evogreen Limited, a supplier of sustainable energy solutions to educational establishments, local authorities and commercial businesses across the UK, on an investment by Downing, a London based investment manager.
  • Guided Nexus Group on its most recent acquisition of “Fast-Growing” Aspley Specialty - a Directors & Officers and Financial Institutions (DOFI) MGA. Nexus has established a strong position in the DOFI market with a wide range of market-leading proprietary products and has a particular specialty in the middle market investment funds sector. Greene & Greene’s involvement in this latest transaction follows on from its lead role in advising Nexus on its purchase of various businesses since 2011.

The Greene & Greene corporate team was headed by corporate acquisition specialists, Simon Ratcliffe, Andrew Cooper, Mark Daly, Neil Walmsley, Mark Williams and Natalie Stoter, and also included colleagues from the Commercial Property and Employment teams at the firm’s office in Bury St. Edmunds.

Simon Ratcliffe of Greene & Greene said:

“The demand for our services continues to increase and I am pleased that we have a number of exceptionally talented lawyers within the corporate team to assist our clients in achieving their various business goals from general company commercial matters, to reorganisations/restructurings, fundraisings and technical M&A work.”

If you have any questions with regards to the acquisition, disposal or reorganisation of a private company, or any other Corporate law matters, please contact: Simon Ratcliffe (simonratcliffe@greene-greene.com ~ 01284 717426).

For more information on the services offered by Greene & Greene Solicitors please visit www.greene-greene.com and follow on Twitter @GreeneGreeneLaw.

Wednesday
May032017

Land Sale Comes Back to Haunt Trustees 

Helen Hendry, a Solicitor in our Commercial Property team emphasises the importance of obtaining professional advice when it comes to the acquisition or disposal of any property on behalf of a charity or a trust.

In 2010, the Spiritual Association of Great Britain Limited (SAGB) decided to sell its headquarters in one of London’s premium locations, 33 Belgrave Square. SAGB had purchased a long lease in the property back in 1955. The association found the running costs of the property were (in their view) “becoming onerous”. SAGB sold the property in 2010 for £6 Million - significantly less than its market value. The property was then quickly re-sold for £21 Million. The Charity Commission raised an inquiry after media reports arose surrounding the sale, which was found to be slightly complicated by a “particularly restrictive clause” concerning the use of the property. SAGB’s lease stated that the property had to be used as a “non-profit, learned or charitable or cultural association or society use or as an embassy”. However, tenants with leases of more than 40 years, with 25 years already expired, can be brought to the Lands Tribunal to seek modification of such covenants.

The Charity Commission report stated the trustees of SAGB had failed to:

  1. Conduct proper due diligence on the prospective purchaser (a BVI “Brass-Plate” Company);
  2. Obtain specialist and independent advice on how to achieve a maximum return on property disposal; and
  3. Obtain, follow, or take proper account of, appropriate professional advice.

The trustees had been advised about a potential change of use, but they believed that it was too speculative. The buyer acquired the property, secured a change of use and sold it for a £15 Million profit. 

The report stated the sale amounted to “a basic mismanagement by [SAGB’s] trustees.” Whilst no evidence was found that the trustees had received any personal benefit from the sale, as trustees owe fiduciary duties to the charitable trust, this left them open to a claim for SAGB’s losses.

Greene & Greene is able to assist in the acquisition or disposal (which includes letting) of properties on behalf of charities, or trusts. For further advice please contact Helen Hendry by e-mail – helenhendry@greene-greene.com or by phone on 01284 717451.

For more information on the services offered by Greene & Greene Solicitors please visit www.greene-greene.com and follow on Twitter @GreeneGreeneLaw.

Wednesday
May042016

Business Workshop in Bury St Edmunds

On Thursday 19 May we will be jointly hosting a free workshop in Bury St Edmunds with business consultancy Business Doctors and Larking Gowen Chartered Accountants for owners of SMEs, focussing on how owners can save time and increase the value of their business by reviewing their management strategy.

As part of the workshop, Andrew Cooper, a partner in our Corporate & Commercial team, will be giving a presentation on the importance for SMEs of putting in place the correct legal documents and framework.  Andrew will explain how the right legal structures can improve efficiency and increase the value of your business.

Further details of the workshop, and on how to book a place, can be found here.

Contact Andrew Cooper for Corporate & Commercial advice on 01284 717511 or email andrewcooper@greene-greene.com.  Follow Greene & Greene on Twitter @greenegreenelaw or LinkedIn (www.linkedin.com/company/greene-&-greene).

Wednesday
Apr062016

Law Changes For Businesses

The Small Business, Enterprise and Employment Act (‘SBEE’) brings in a number of changes for companies and LLPs throughout 2016.  These, in part, are aimed at increasing transparency in companies, simplifying company filing requirements and amending the directors’ disqualification regime.

Who do the changes apply to?

Do not be fooled by its name - the SBEE makes changes to company law and corporate governance that will impact almost all companies and LLPs.  Whatever the size of your business you should take careful note of what is new.

What has changed?

Register of Persons with Significant Control (‘PSC)

As of today, 6 April 2016, all companies and LLPs (excluding Official Listed and AIM traded companies) must keep a statutory register of all persons who hold significant control in their organisation.

In outline, a person will have significant control if:

• they hold 25% of the:

          - voting rights or shares (in the case of a company); or

          - voting rights or the right to receive 25% of the surplus assets (in the case of an LLP); or

• they have power to appoint or remove a majority of:

          - the board (in the case of a company); or

          - those involved in management (in the case of an LLP); or

• they exercise, or have the right to exercise, significant influence or control over a company or LLP.   

Individuals who indirectly hold shares through trusts or through a chain of companies may be deemed to be a PSC.

From 30 June 2016 the information contained within the PSC register must be available at Companies House through the company’s or LLP’s next annual confirmation statement (a replacement for the annual return - see below).  You must keep the PSC register up-to-date and note any changes to Companies House annually in the confirmation statement.  You must also keep the register accessible and must provide a copy of it within five working days of anyone requesting to see it.

These provisions, alongside the abolition of bearer shares which were introduced last year, demonstrates the government’s commitment to increasing transparency in UK corporates. It makes it increasingly difficult for individuals to be involved in companies and LLPs anonymously. Those individuals wishing to remain anonymous to the public for reputational reasons, to stay invisible to tax authorities or to hide investment profiles from family members or former spouses, may have to rethink the best way to protect their interests going forward.     

Most companies and LLPs will simply be required to list its shareholders and/or directors.  However, for companies and LLPs with complex group structures, close involvement of lenders, offshore shareholder interests or where shares are held in trust, this is an area of compliance that will require further analysis.  Failure to comply will be a criminal offence and could lead to a fine or, in severe cases, a prison sentence.

For more information on what to include in the PSC register, to receive a complimentary template register (only appropriate for simple structures) or if you would like to instruct us to draft your PSC register for you, please get in touch using the contact details below.

Companies House Filing Requirements

Accountants and lawyers will be interested to note that the SBEE makes a number of changes to Company House filing requirements in an attempt to simplify the process.  For example, annual returns will be abolished in June 2016 and replaced by the more flexible ‘confirmation statement’.  Furthermore, and as mentioned above, private companies will have the option to keep certain registers (such as the register of members) at Companies House rather than at their registered office or nominated inspection location.  

Abolition of Corporate Directors

From October 2016, subject to certain exceptions, all directors of UK companies must be natural persons.  If you are involved with a company which has a corporate director you have 12 months from when the provision takes effect to ensure it is removed.  

Gender Pay Gap Reporting

The SBEE requires the government to implement regulations requiring larger organisations to publically report their gender pay gaps.  The regulations were released in draft earlier this month.  To read more about this please click here.

More Information

For more information on the SBEE, or if you require assistance in preparation for the above changes, please contact Megan Radcliffe, Solicitor at Greene & Greene (meganradcliffe@greene-greene.com ~ 01284 717509).  To find out more about Greene & Greene please view www.greene-greene.com and follow @greenegreenelaw on Twitter.

Please note that this article is applicable as at 6 April 2016, is for general information only and does not provide an exhaustive list of the provisions implemented by the SBEE.   This article should not be used in substitution for detailed analysis of the SBEE, the amended Companies Act 2006 or any other associated act, regulation or guidance.

Wednesday
Mar022016

Gender Pay Gap Reporting

Last month the government published the draft Equality Act (Gender Pay Gap Information) Regulations 2016.  The regulations aim to tackle the gender pay gap in the UK.  Estimates from the Office of National Statistics suggest the current gap in pay between men and women is 19.2% for full-time and part-time workers. 

The regulations require all companies with over 250 employees: 

  • to publish annual statistics about their gender pay gap; 
  • to publish this information on a public website;
  • to ensure this information remains on the public website for at least three years; and
  • to share this information with the government  (the results will be ranked in a league table). 

Timescale 

The regulations are expected to come into force in October 2016.  

Employers are required to have a snapshot of their gender pay gap information prepared as at 30 April 2017 and publish the first reports within 12 months of that date.  Therefore, the first set of gender pay gap data is to be published no later than 30 April 2018. 

Information 

Employers will need to publish the following sets of data: 

  • the gender difference in mean and median hourly pay;
  • the gender difference in mean bonus pay over the preceding 12 months;
  • the proportion of male and female employees who received a bonus in preceding 12 months; and
  • the number of men and women working across quartile pay bands.

No penalties for non-compliance

Employers will not be obliged to provide a commentary on their figures and there will be no penalties for non-compliance.  This has drawn criticism from those who think employers should be made to explain why pay gaps exist in their workplaces and what action they will take to reduce the gap.

It remains to be seen if these regulations will have an effect and female employees will have to wait at least another two years to see if they are being paid on par with their male colleagues.  

For more information on gender pay gap reporting please contact Megan Radcliffe at Greene & Greene (meganradcliffe@greene-greene.com ~ 01284 717509).  To find out more about Greene & Greene please follow us on Twitter @greenegreenelaw and LinkedIn at linkedin.com/company/greene-&-greene.

 

Wednesday
Dec022015

Alternative Dispute Resolution for Traders and Consumers - The New Law

Alternative dispute resolution (commonly referred to as ADR) is the process whereby an independent and impartial third party (an ADR provider) considers the evidence in a dispute and makes a decision or brokers a settlement between the parties.  ADR offers the parties to a dispute an alternative to pursuing what could be a protracted and costly case through the Courts.

In 2015 ADR for Consumer Disputes Regulations have been passed and apply to all businesses in the UK that sell goods, services or digital content to consumers (except health professionals).  In particular, with effect from the 1 October 2015, all traders selling to consumers are required to give certain information to consumers if, having received a complaint from the consumer, they have been unable to resolve that complaint through their internal complaints process.  The information that must be given includes:

  •             details of a certified ADR provider to whom the dispute or complaint could be referred; and
  •             confirmation of whether the trader intends, or is obliged, to use that provider.

For certain traders (including those in sectors such as financial services, energy and communications), their regulators or trade bodies already require them to offer ADR, and where this is the case, those traders must provide further information in their terms and conditions.  This review and update should take place immediately.  For all other traders, ADR is not mandatory, and they are only required to provide the required information at the end of the complaints process.  These traders should review their procedures for dealing with customer complaints or disputes to ensure that they are regulation compliant.

Irrespective of that, it is important that traders do give serious consideration and take legal advice if necessary before rejecting ADR as the Courts have recently ordered that an unreasonable failure to engage in ADR could result in that party being penalised at the conclusion of the trial i.e. you could win your case but not recover costs if you have unreasonably rejected ADR.

There will be further demands placed on traders in January 2016 when the European Commission will set up the Online Dispute Resolution platform (ODR).  This will allow consumers who have a complaint about a product or service bought online to submit the complaint via an online complaint form to a trader based in another European country.  From 9 January 2016 all online traders must include a link on their website to the ODR platform, which will be in addition to the requirement to give details on the website of the named certified ADR provider. 

For more information on ADR or a dispute that you may have, please contact Henry Nydam in our dispute resolution department on 01284 717433 or by email: henrynydam@greene-greene.com.  For more information on Greene & Greene go to www.greene-greene.com and follow us on Twitter @greenegreenelaw.