Listen Without Prejudice | A Podcast from Bishop & Sewell

In this episode of Listen Without Prejudice, Charlie Davidson, Senior Associate in the Property team, is joined by Andrew Kavanagh, Partner in the Corporate team, to explore the realities of commercial lending, from bridging finance to personal guarantees, debentures and enforcement risk.

While many borrowers are familiar with high street mortgages and regulated lending products, this conversation focuses on what happens when businesses step off the beaten track and enter the world of bespoke commercial finance.

The episode also reflects on lessons learned during the pandemic, when asset valuations shifted dramatically and security positions that once looked robust were suddenly exposed.

For borrowers, the message is clear: it’s not just about the interest rate. The real risk often lies in the events of default, monitoring obligations, and technical covenants buried in the loan documentation.

For lenders, Andrew emphasises the importance of relationship-building. While documentation can cover every conceivable default scenario, long-term value often comes from supporting viable businesses rather than enforcing aggressively at the first sign of difficulty.

Whether you are considering a bridging loan, negotiating security terms, or advising on commercial lending, this episode provides a candid look at what really matters when money changes hands.

Chapter Markers

(00:00) – Introduction: Property meets corporate lending

(02:00) – High street lending vs bespoke commercial finance

(05:30) – Personal guarantees explained

(09:00) – Joint and several liability risks

(15:00) – Consumer vs commercial lending protections

(18:00) – Events of default and monitoring obligations

(20:00) – Enforcement strategy and lender options

(24:00) – Key advice for borrowers and lenders

Useful Links

Connect with Andrew Kavanagh on LinkedIn

Reach out to Charlie Davidson on LinkedIn

Visit the Bishop & Sewell Website 

In this episode of Listen Without Prejudice, Andrew Kavanagh, Partner in the corporate team at Bishop & Sewell, is joined by Charles Wilson, Solicitor in the team, to explore one of the most important and often misunderstood aspects of mergers and acquisitions: how the purchase price is structured.

When buying or selling a business, it’s easy to focus on valuation. But as Andrew and Charles explain, how the consideration is paid can be just as significant as the headline price. Not every buyer has a “war chest” of cash available, and not every seller walks away with a briefcase of money on completion.

Andrew and Charles discuss the advantages and risks of each structure, including the importance of trust, due diligence, cultural fit, and understanding that earn-outs often require the seller to remain involved in the business post-completion.

They also highlight a key commercial reality: once you accept consideration shares, you are no longer just a seller; you become a shareholder in the buyer’s business, with all the associated risks and rewards.

Whether you are preparing to sell your business, considering an acquisition, or simply exploring your options, this episode provides a practical overview of how deals are structured in the real world and why the payment mechanics matter.

Chapter Markers

(02:00) – Bullet payments explained

(03:30) – Deferred consideration and staged payments

(05:00) – Earn-outs and performance-linked payments

(08:00) – Consideration shares and becoming a shareholder

(09:00) – Due diligence when receiving shares

(10:00) – Loan notes and alternative non-cash structures

Useful Links

Connect with Charles Wilson on LinkedIn

Reach out to Andrew Kavanagh on LinkedIn

Visit the Bishop & Sewell Website 

In this episode of Listen Without Prejudice, Mark Chick, Partner in Bishop & Sewell’s Landlord & Tenant team, is joined by Chris Macartney to explore a critical question for leaseholders: what happens if your landlord simply doesn’t respond to your notice?

Focusing on Section 13 (freehold purchase) and Section 42 (lease extension) notices, Mark and Chris break down the legal implications of landlord silence and why it’s not always as straightforward as it might seem.

While a landlord’s failure to respond within the required timeframe can put leaseholders in a strong position, potentially allowing them to proceed at their proposed price, there are strict procedural rules and deadlines that must be followed. The discussion highlights the importance of the six-month deadline to either complete the transaction or apply to court for a vesting order and how quickly that window can close in practice.

The episode also explores the risks of getting the process wrong, including invalid notices, incorrect service of documents, and landlords scrutinising claims to find technical defects. Mark and Chris share practical guidance on serving notices correctly, evidencing delivery, and avoiding common pitfalls that could jeopardise a claim worth hundreds of thousands of pounds.

Whether you’re a leaseholder considering enfranchisement or a property professional advising clients, this episode offers essential insight into protecting your position when the other side goes quiet.

Chapter Markers

(00:00) – Why landlord silence can be a strategic move

(01:10) – What happens if a landlord doesn’t respond to your notice

(02:40) – The six-month deadline: complete or apply to court

(04:10) – Why your offer must be reasonable and made in good faith

(06:00) – Common mistakes that can invalidate a claim

(07:20) – Why expert legal advice is essential

Useful Links

Connect with Mark Chick on LinkedIn

Reach out to Chris Macartney on LinkedIn

Visit the Bishop & Sewell Website 

In this episode of Listen Without Prejudice, Charles Wilson, Solicitor in the Corporate & Commercial team at Bishop & Sewell, is joined by Andrew Kavanagh, Partner in the team, to share their top three contract tips for startups and growing businesses.

When you’re launching a new venture, cash flow is tight and every pound counts. Investing in legal advice can feel like a luxury, but as Charles and Andrew explain, getting a few key provisions right from the outset can deliver significant value and protect your business from costly mistakes down the line.

Charles and Andrew also address a common startup dilemma: how to balance the need for robust terms and conditions with limited budgets. They discuss why proportionate, tailored advice is more valuable than copying complex corporate contracts and why relying solely on online templates or AI-generated terms may not give you the protection you think you have.

Whether you’re launching a startup, reviewing your existing terms, or advising a growing business, this episode provides practical guidance on where to focus your legal spend for maximum impact.

Chapter Markers

(01:00) – The challenge of legal budgets for new businesses

(02:00) – Tip #1: Indemnities for cost recovery explained

(04:00) – Tip #2: Limitation of liability and managing risk

(05:30) – Tip #3: Severance clauses as a “get out of jail free card”

(07:00) – Practical advice: Getting proportionate legal support

Useful Links

Connect with Charles Wilson on LinkedIn

Reach out to Andrew Kavanagh on LinkedIn

Visit the Bishop & Sewell Website 

In this episode of Listen Without Prejudice, Mark Chick, Partner in Bishop & Sewell’s Landlord & Tenant team, is joined by Chris Macartney to explore one of the more complex and niche areas of property law: leasehold enfranchisement within the Crown Estate.

While most leaseholders benefit from statutory rights under leasehold reform legislation, the Crown Estate sits outside of this framework. However, as Mark and Chris explain, the Crown will often act “by analogy” to the legislation, offering lease extensions and enfranchisement rights in a similar (but not identical) way.

The episode breaks down how this unique system works in practice, including where it applies and, crucially, where it doesn’t. Certain high-value properties, particularly those located in exempt areas around royal parks such as St James’s Park, Hyde Park, Regent’s Park, and Windsor, are excluded entirely from enfranchisement rights.

Mark and Chris also explore the key differences between Crown lease extensions and standard statutory claims, including shorter extension terms, the structure of “concurrent leases", and the role of arbitration instead of the Tribunal in resolving disputes.

With practical insights on valuation, timelines, funding considerations, and lender involvement, this episode is essential listening for leaseholders, investors, and property professionals dealing with Crown-owned land.

Chapter Markers

(00:00) – What is the Crown Estate and why does it matter?

(01:00) – How the Crown “acts by analogy” to leasehold legislation

(03:15) – Why high-value Crown properties are excluded

(04:00) – What you can claim: lease extensions and enfranchisement rights

(05:15) – Ground rent changes following recent legislation

(06:30) – What is a concurrent (overriding) lease?

(07:30) – What happens if you can’t agree terms? Arbitration explained

(08:30) – Tight timelines: completing within two months

(09:30) – Why specialist advice is essential in Crown Estate claims

Useful Links

Connect with Mark Chick on LinkedIn

Reach out to Chris Macartney on  LinkedIn

Visit the Bishop & Sewell Website 

In this episode of Listen Without Prejudice, Charles Jamieson, Partner in Bishop & Sewell’s Dispute Resolution team, sits down with Senal Patel, Partner in the firm’s Commercial Property team, to unpack the crucial early stages of commercial lease negotiations.

The discussion focuses on the importance of heads of terms, the initial framework that shapes the lease agreement and can significantly influence how smoothly the legal process unfolds. Senal explains why getting the commercial details right at the outset can save both landlords and tenants time, money, and unnecessary disputes later.

Charles and Senal explore key considerations including rent structures, service charges, repair obligations, rent deposits, and personal guarantees. They also discuss practical protections such as schedules of condition, service charge caps, and break clauses, tools that can help tenants manage financial risk when entering a lease.

The episode also examines how landlords protect themselves against tenant insolvency, the risks surrounding alterations and subletting, and the strategic implications of whether a lease is granted inside or outside the Landlord and Tenant Act 1954.

Whether you’re a landlord granting a lease, a business considering new premises, or simply curious about the legal mechanics behind commercial property agreements, this episode offers practical insight into how strong foundations can prevent costly disputes later.

Chapter Markers

(00:00) – Why lease negotiations start with “subject to contract”

(01:30) – What are heads of terms and why they matter

(04:30) – Leasing a whole building vs leasing part of a property

(08:00) – Why tenants can lose negotiating power later in the process

(11:00) – Alterations and fit-out works: what tenants need to plan for

(14:10) – Inside or outside the Landlord & Tenant Act 1954 explained

(16:00) – Why early legal advice can prevent major problems later

Useful Links

Connect with Charles Jamieson on LinkedIn

Reach out to Senal Patel on LinkedIn

Visit the Bishop & Sewell Website 

In this episode of Listen Without Prejudice, Charlie Davidson, Senior Associate in the Property team, is joined by Mark Chick, Head of Landlord & Tenant at Bishop & Sewell, to explore what happens when leaseholders want to buy their freehold but are already in dispute with their landlord over service charges.

For many leaseholders, dissatisfaction with service charge management is a key motivation for collective enfranchisement. But as Mark explains, buying the freehold and challenging service charges are legally separate processes, even though both may fall within the jurisdiction of the First-tier Tribunal.

Mark also explains why timing matters and why leaseholders may need to decide whether to pursue a service charge challenge first or press ahead with the enfranchisement process and deal with disputes later.

For anyone considering buying their freehold, particularly in a building where relations with the landlord are strained, this episode provides clear, practical insight into how the law separates valuation from service charge disputes and what that means in reality.

Chapter Markers

(02:00) – The role of the First-tier Tribunal

(05:00) – Valuation and service charges: legally separate issues

(07:00) – Disputed sums and the need for security

(10:00) – Strategic considerations: which process comes first?

(12:00) – Final thoughts: planning, strategy, and specialist advice

Useful Links

Connect with Mark Chick on LinkedIn

Reach out to Charlie Davidson on LinkedIn

Visit the Bishop & Sewell Website 

In this episode of Listen Without Prejudice, Nicholas Barlow, Head of the Private Client team at Bishop & Sewell, is joined by Luke Jenkins, Associate in the team, to explore the fundamentals of lifetime gifting and the key inheritance tax allowances and reliefs available to individuals and families.

The conversation provides a practical refresher on commonly used exemptions, from the annual £3,000 allowance and small gifts exemption, to marriage gifts and the often-overlooked surplus income exemption. Luke explains how surplus income gifting works in practice, why it must come from income rather than capital, and why consistency and documentation are critical if gifts are to be effective for inheritance tax purposes.

Nicholas and Luke also discuss larger capital gifts, the seven-year rule, and how taper relief can reduce inheritance tax exposure even if the donor does not survive the full seven years. They consider the benefits of gifting appreciating assets during lifetime, as well as the potential capital gains tax implications that need to be factored in.

Whether you are considering making lifetime gifts, advising family members, or planning your estate more broadly, this episode offers clear, practical guidance on how to use available allowances sensibly and responsibly.

If you enjoyed this episode, don’t forget to follow Listen Without Prejudice on your favourite podcast platform and leave us a rating or review, it helps others discover the show and supports our work bringing you more expert insights from Bishop & Sewell.

Chapter Markers

(01:00) – The annual £3,000 exemption and small gifts allowance

(05:00) – Capital gifts, the seven-year rule, and taper relief

(07:30) – Why tax planning must be holistic

(09:20) – Record keeping and the role of Zenplans

(11:30) – Final thoughts: planning ahead and working with advisers

Useful Links

Connect with Nicholas Barlow on LinkedIn

Reach out to Luke Jenkins on LinkedIn

Visit the Bishop & Sewell Website 

In this episode of Listen Without Prejudice, Mark Chick, Partner at Bishop & Sewell, is joined by Chris Macartney, Partner in the Landlord and Tenant team, to break down one of the most talked-about property announcements of recent months: the government’s draft Commonhold and Leasehold Reform Bill and its proposals to cap and ultimately extinguish ground rents.

The draft legislation proposes a cap of £250 per year on existing ground rents, with a further provision that ground rents will be reduced to a peppercorn after 40 years. While the proposals are not expected to become law until 2028 at the earliest, they already raise significant questions for leaseholders, freeholders, investors, and valuers.

Mark and Chris explore how these changes could affect the value of long leases, the future of ground rent portfolios, and whether the reforms could face human rights challenges, similar to those currently surrounding the Leasehold and Freehold Reform Act 2024. They also discuss why the government has opted for a cap rather than a complete abolition of ground rents, and how the proposed reforms attempt to strike a balance between protecting leaseholders and avoiding large-scale compensation claims.

Crucially, the episode addresses the practical question many listeners are asking right now: should you act now if you’re considering a lease extension or buying your freehold, or wait? With uncertainty likely to persist for several years, this conversation offers timely guidance for navigating decisions in a shifting legal landscape.

Chapter Markers

(01:40) – The £250 ground rent cap and the 40-year “switch-off”

(05:30) – Why the government chose a cap instead of abolition

(09:30) – What this means for lease extensions and enfranchisement today

(13:00) – Final thoughts: uncertainty, opportunity, and “watch this space”

Useful Links

Connect with Mark Chick on LinkedIn

Reach out to Chris Macartney on LinkedIn

Visit the Bishop & Sewell Website 

In this episode of Listen Without Prejudice, Nicholas Barlow, Head of the Private Client team at Bishop & Sewell, is joined by Ben Williamson, Senior Associate, to unpack one of the most important and often underestimated legal roles: being an executor.

Acting as an executor can be an onerous responsibility, particularly when it begins at a time of grief. Nicholas and Ben guide listeners through the executor’s journey from the date of death through to the final distribution of the estate, highlighting where risks commonly arise and how professional support can help avoid costly mistakes.

The discussion covers the practical realities executors face, including organising funerals, securing and insuring property, locating and valuing assets, reporting to HMRC, applying for probate, and managing tax liabilities. Ben also explains why executors can become personally liable if taxes are underpaid or assets are distributed too early and why careful record-keeping and due diligence are essential.

Whether you’ve been named as an executor, are considering appointing one, or simply want to understand how estate administration works in practice, this episode provides clear, practical guidance and expert insight into a role that carries real legal and financial responsibility.

Chapter Markers:

(01:00) – When the executor’s role begins, often without warning

(04:45) – Protecting property: insurance, vacancy, and risk management

(08:30) – Locating assets and avoiding underreporting to HMRC

(14:30) – Valuations: property, chattels, and Red Book reports

(17:30) – Can you refuse to be an executor? Renunciation and intermeddling

(22:00) – The “executor’s year” and beneficiary expectations

(23:00) – Finalising the estate and what happens if assets appear later

Useful Links:

Connect with Nicholas Barlow on LinkedIn

Reach out to Ben Williamson on LinkedIn

Visit the Bishop & Sewell Website