Moorcrofts Means Business

Welcome to Series 4, Episode 7 of the Moorcrofts Means Business Podcast!

In this episode, Corporate Partner Will Pearce and Employment Partner Lindsey Abbott discuss the role of employment due diligence in a business sale, exploring the key employment risks buyers and sellers need to consider and how businesses can prepare their employment affairs well in advance of a transaction.

Employees are a fundamental part of any business, and employment issues can have a direct impact on the value, structure and success of a transaction. Effective employment due diligence helps buyers understand the people risks they are acquiring, while early preparation can help sellers identify and resolve potential issues before they become a problem during the sale process.

In this episode they discuss key questions including:

• Why employment due diligence is an important part of a business sale and how employment issues can affect the value, structure and success of a transaction
• The key employment risks buyers and sellers should consider, including tribunal claims, grievances, discrimination and whistleblowing allegations, senior employee disputes and holiday pay liabilities
• Common red flags that can arise during due diligence, including minimum wage issues, missing employment contracts and contractors or consultants who may be incorrectly classified as self-employed
• Why sellers should prepare early by reviewing employment contracts, handbooks, benefits and other employment documentation, and identifying and addressing potential liabilities before going to market
• The importance of considering how employment arrangements may appear to a potential buyer and ensuring key documentation is up to date and properly recorded
• How buyers may seek to retain key employees following completion and the employment terms that may be particularly important for senior executives, including notice periods, bonuses, benefits and restrictive covenants
• What TUPE is and when it can apply in a business sale, including the distinction between share sales and asset sales and the impact this can have on transaction planning
• How employment issues identified during due diligence can be managed through warranties, indemnities and other protections in the transaction documents
• The importance of managing confidentiality and agreeing a clear communication strategy when informing employees about a transaction
• Why employment due diligence should not be treated as a box-ticking exercise and why understanding the people risks is essential to a successful transaction
• Why early preparation, transparency and legal advice can help sellers manage potential issues and support a smoother sale process

Tune in to gain practical insight into the employment aspects of due diligence and how early preparation and effective legal advice can help businesses identify and manage employment risks, protect value and support a smoother and more successful sale process.

Welcome to Series 4, Episode 6 of the Moorcrofts Means Business Podcast!

In this episode, Corporate Partner Will Pearce and Commercial Property Associate Sharan Uppal discuss the role of property due diligence in a business sale, exploring what buyers and sellers need to consider and how businesses can prepare their property affairs well in advance of a transaction.

Property can be a significant part of any corporate transaction, whether a business operates from a single leased premises, has multiple properties across the country or overseas or holds freehold investment properties. Effective property due diligence helps buyers understand the property interests and obligations connected with the business, identify potential liabilities and assess whether the existing property arrangements fit with their plans for the business following completion. This may include continuing to operate from existing premises, renegotiating or exiting leases, relocating the business, or deciding that particular properties are not required as part of the acquisition. For sellers, early preparation can help identify and resolve potential issues, reduce delays and protect the value of the transaction.

In this episode they discuss key questions including:

• Why property due diligence is an important part of a corporate transaction, and the different considerations for buyers and sellers when reviewing property interests.
• The key property documentation required during due diligence, including titles, leases, licences, guarantees, rent deposits, side letters and commercial property standard enquiries (CPSCs).
• Property compliance requirements, including fire risk assessments, electrical reports, gas safety records and asbestos surveys, and why keeping these documents organised and up to date is important.
• The key terms buyers and their lawyers focus on when reviewing leases, including lease length, break rights, rent reviews and alienation provisions.
• Common property issues that can arise during due diligence, including rent review liabilities, onerous break conditions, unauthorised alterations or subletting, and property condition issues.
• How property issues can be addressed before completion, including landlord consents, deeds of variation, retrospective consents and legal indemnity policies.
• How buyers and sellers can take a commercial approach to allocating risk where a property issue cannot be fully resolved before completion.
• How businesses can prepare for a future sale, including reviewing and organising their property affairs and documentation well in advance to help identify potential issues and avoid unnecessary delays during a transaction.

Tune in to gain practical insight into the property aspects of due diligence and how early preparation, good organisation and legal advice can help businesses identify potential issues, minimise delays and support a smoother and more successful sale process.

Welcome to Series 4, Episode 5 of the Moorcrofts Means Business Podcast!

In this episode, Corporate Partner Will Pearce and Corporate Solicitor Tom Robinson discuss best practice for an effective due diligence and disclosure process, exploring what businesses can do to prepare for a sale and how sellers can navigate the demands of due diligence.

Due diligence is a key part of any business sale, helping buyers understand the business they are acquiring, identify potential risks and assess whether the business is worth the value being offered. For sellers, early preparation and a well-managed process can help reduce stress, avoid unnecessary delays and support a smoother transaction.

In this episode they discuss key questions including:

• What legal due diligence is and why it is an important part of the sale process
• How legal due diligence fits alongside financial, tax and commercial due diligence
• The key areas typically covered by a legal due diligence exercise, including corporate structure, contracts, employees, pensions, property, technology and data protection
• Why sellers should start preparing for due diligence well before a sale process begins
• The importance of keeping key business documents, contracts, corporate records and share documentation organised and up to date
• Who within a business should be involved in the due diligence process and how to balance confidentiality with the need for internal support
• How sellers should approach responding to a buyer’s due diligence questionnaire
• The role lawyers can play in managing the due diligence process and preparing information for a buyer
• How virtual data rooms can be used effectively to organise and present information
• The relationship between due diligence and the subsequent disclosure process
• Common corporate issues that can arise during due diligence, including share buybacks, capital reductions and employee share option schemes
• What happens when due diligence identifies a potential problem and the different ways issues can be addressed
• How indemnities and post-completion actions can help manage identified risks
• Why preparation is key and why businesses considering a future sale should start getting their affairs in order well in advance

Tune in to gain practical insight into how effective preparation, organisation and early legal advice can help businesses navigate due diligence more efficiently, manage potential risks and support a smoother and more successful sale process.

Welcome to Series 4, Episode 4 of the Moorcrofts Means Business Podcast!

In this episode, Corporate Partner Will Pearce and Corporate Solicitor Danil Galushko discuss management teams and exit strategies, with a particular focus on how strong leadership structures impact business sales, valuation, and deal success.

As businesses prepare for sale or investment, the strength of the management team is often just as important as financial performance. This episode explores why early planning is essential and how management teams can directly influence the outcome of a transaction.

In this episode they discuss key questions including:

• When is a management team important in the context of a sale?
• When should businesses start preparing for a sale and how does management readiness impact the process?
• The role management teams play during due diligence and throughout a transaction
• The types of sale structures businesses may consider and how management teams influence outcomes
• Why buyers place significant importance on continuity of management post-completion
• How earn-outs and deferred consideration can increase the importance of strong leadership teams
• What a Management Buyout (MBO) is and why it can be an attractive exit route
• The key issues businesses should consider when planning an MBO, including funding, deferred payments and management capability
• Whether Employee Ownership Trusts (EOTs) can provide an alternative exit strategy
• Preparing management teams for a successful exit and why early planning is essential

Tune in to gain practical insight into how the right management structure can improve deal certainty, support business continuity, and help maximise value during an exit process.

Welcome to Series 4, Episode 3 of the Moorcrofts Means Business Podcast!

In this episode, Lindsey Abbott, Employment Partner at Moorcrofts, is joined by Joe Hughes, Practice Manager, to discuss some of the upcoming employment law developments and what they mean for employers over the next 12 months.

With significant reforms on the horizon through the Employment Rights Act 2025 and beyond, this episode breaks down what businesses need to know now to stay compliant and prepared.

In this episode they cover some key employment law changes coming into force, including: 

• The new duty on employers to take “all reasonable steps” to prevent sexual harassment
• Strengthened protections around third-party harassment in the workplace
• Changes to unfair dismissal rights, including reduced qualifying service and removal of compensation caps
• Increased employment tribunal time limits from 3 to 6 months
• Upcoming reforms to fire and rehire practices and contractual variation rights
• The growing importance of managing performance and conduct within shorter timeframes
• Changes to flexible working requests and the higher threshold for refusal
• Expansion of trade union rights and employer obligations
• Introduction of the Fair Work Agency and its role in enforcement
• Practical steps employers should prioritise in the next 3–6 months

Tune in to gain a clear understanding of how these significant employment law reforms could impact your business, what practical steps you should be taking now, and how to stay compliant in a rapidly changing legal landscape.

Welcome to Series 4, Episode 2 of the Moorcrofts Means Business Podcast!

In this episode, Julia Ferguson, Partner and Head of Commercial Property at Moorcrofts, is joined by Sharan Uppal, Associate in the Commercial Property team, to discuss the legal process of acquiring commercial premises.

They explore what happens after heads of terms are agreed, why the process can take longer than many tenants expect, and the key legal and practical issues businesses should be aware of when entering into a commercial lease for the first time or even the second.

They cover:

• What happens after the heads of terms are agreed
• Key issues to consider
  • Repairing obligations, surveys and schedules of condition
  • Fit-out works
• What else is involved when negotiating a commercial lease
  • Title investigations
  • CPSE enquiries and searches
• Timing
• Post completion requirements

For more information, read our article on 'what to expect when renting commercial premises the legal process explain'.

Tune in to gain a clear understanding of the commercial leasing process, avoid common pitfalls and learn how early legal advice can help protect your business and manage costs effectively.

Welcome to Series 4, Episode 1 of the Moorcrofts Means Business Podcast!

In this episode, Corporate Solicitors Heather Stewart and Conor Stacey from Moorcrofts’ Corporate Team discuss the recent changes to Enterprise Management Incentive (EMI) schemes announced in the 2025 Autumn Budget and what they mean for growing businesses.

They explore how these changes could make EMI schemes accessible to a wider range of companies and explain what businesses with existing EMI arrangements need to be aware of.

They cover:

• The key changes to EMI Schemes announced in the 2025 Autumn Budget
• Increases to employee and gross asset limits and what this means for eligibility
• Changes to the company-wide share option limit
• The extension of the EMI option exercise period from 10 to 15 years, including potential retrospective application
• Updates to HMRC notification and reporting requirements

Tune in to understand how these changes could impact your business and how EMI schemes can be used to attract and retain talent as your company scales.

Welcome to Series 3, Episode 10 of the Moorcrofts Means Business Podcast

In this episode, Employment Solicitor Leah Waller is joined by Jen Smith, owner and founder of The Curious Mentor, to explore how businesses can foster truly neuroinclusive workplaces and environments where everyone can bring their best self to work.

Jen and her team at The Curious Mentor provide coaching, mentoring, accessibility workplace assessments, psychometric analysis, team building, accessibility audits, and training — all aimed at helping organisations become more inclusive, accessible, and effective.

As a disabled and neurodiverse woman, Jen brings both professional expertise and lived experience to the conversation. She’s also involved in The Lilac Review, a government-backed initiative focused on improving opportunities for disabled and neurodiverse people in entrepreneurship and employment.

Together, Leah and Jen explore the topic of neuroinclusion and discuss how employers can ensure their people are supported to bring their best selves to work.

They cover:

• The rise in employment tribunal cases involving neurodiversity and what this means for employers.
• Why increased awareness and identification are influencing how neurodiversity is understood in the workplace.
• The limitations of a “one adjustment fits all” approach and why personalisation matters.
• Practical steps and quick wins employers can take to create more inclusive, supportive environments.
• The importance of the human element, having open, honest conversations to understand individual needs.
• The importance of proactively offering adjustments rather than waiting for employees to ask for help.

Tune in to gain insight into how neuroinclusive practices can benefit both individuals and organisations, fostering more engaged, productive, and empowered teams.

Welcome to Series 3, Episode 9 of the Moorcrofts Means Business Podcast

In this episode, Senior Commercial Property Solicitor Sharan Uppal is joined by Helen Shellabear, Managing Director of Shellwin Real Estate — a family-owned, private property company with a portfolio of commercial office and industrial properties in Buckinghamshire.

Together, they explore the topic of Green Lease provisions in commercial Leases, discussing how landlords and tenants can work together to improve the environmental performance of commercial buildings.

They cover:

• The motivations behind introducing green lease provisions.
• The types of green obligations landlords are incorporating into leases.
• How landlords are implementing and enforcing these provisions in practice.
• Ways to encourage tenants to engage in sustainability initiatives and environmental performance improvements.
• Whether the cost of energy efficiency improvements should fall to landlords, tenants, or be shared collaboratively.
• The potential for a consistent, standardised approach to green lease obligations across the property industry.

Tune in to gain insight into how environmental considerations are reshaping commercial leasing and what this means for both landlords and tenants.

Welcome to Series 3, Episode 8 of the Moorcrofts Means Business podcast.

In this episode, Corporate Partners Will Pearce and Barry Maytum explore the key considerations business owners should be aware of when preparing for a sale. Drawing on their extensive experience, they outline the practical steps to help you plan effectively and achieve the best possible outcome.

They discuss:

• Building the right support team – from lawyers and tax advisers to corporate finance specialists and insurance brokers.
• Committing time to the sale process – understanding the dedication required for a successful transaction.
• Preparation and pre-sale vendor due diligence – why getting your house in order early pays off.
• Practical legal steps – ensuring your business is legally ready for scrutiny.
• Structuring the deal – exploring the frameworks that best suit your business and goals.
• Employee incentivisation options – aligning your team’s interests with the sale.
• Defining your objectives – clarifying what you want to achieve from the sale and planning for succession.

Whether you’re actively considering a sale or just starting to explore your options, this episode provides a clear and practical overview of what to expect and how to get started the right way.