Moorcrofts Means Business

Welcome to another episode of the Moorcrofts Means Business Podcast!

In this episode of the Moorcrofts Means Business podcast, Corporate Partner Will Pearce is joined by Employment Partner Lindsey Abbott to discuss due diligence in employment when buying or selling a company. They explore the key considerations and practical steps businesses should take when reviewing employment practices as part of a business acquisition or sale.

Key discussion points include:

• What is employment due diligence? Key areas to scrutinise during the due diligence process when buying or selling a company.
• Assessing compliance: How to evaluate a company’s compliance with employment laws and regulations and identify common compliance issues.
• Employee contracts and agreements: Key clauses and terms to review in employee contracts to avoid legal surprises.
• Workplace culture: How to assess a company’s workplace culture and employee satisfaction during due diligence, and why it matters for a successful transaction.
• Employee benefits and compensation: Key factors to examine regarding employee benefits and compensation structures, and how discrepancies can impact a transaction.
• Diversity, equity, and inclusion: Why reviewing diversity, equity, and inclusion practices is crucial in the due diligence process, and how to ensure alignment with company values.
• Past disputes and legal actions: Key considerations for reviewing past employment disputes and how they can affect the due diligence process.
• Recruitment and retention strategies: Evaluating a company’s recruitment and retention strategies and their importance during due diligence.
• Preparing documentation: Best practices for preparing and presenting employment documentation for due diligence reviews.
• Proactive compliance and risk management: Steps companies can take to ensure robust employment practices and mitigate risks before a sale or acquisition.

Tune in to this episode for expert guidance on employment due diligence during the buying and selling process. Whether you're preparing for an acquisition, sale, or simply looking to ensure your employment practices are in top shape, this episode offers key insights to help you navigate potential risks and ensure a smooth transaction.

Welcome to another episode of the Moorcrofts Means Business Podcast!

In this episode of the Moorcrofts Means Business podcast, Corporate Partner Will Pearce is joined by Tech and Commercial Partner Tim Astley to discuss the topic of due diligence in the commercial and tech space.

Key discussion points include:

• Mitigating risks and uncovering potential issues: How due diligence plays a pivotal role in protecting businesses by identifying risks before they escalate.
• Technology-specific due diligence: The unique considerations when dealing with technology contracts and transactions, and why having tech specialists on board is essential.
• Commercial contracts: What to look for in customer and supplier contracts, and how tech contracts differ.
• Data protection in contracts: How data protection works in practice, what the risks are if it’s overlooked, and the implications of a breach.
• Red flags in due diligence: Identifying early warning signs and understanding when to explore contract details further to avoid potential pitfalls.
• Practical steps: Practical steps you can do to prepare for a sale.

Tune in to gain valuable insights into how due diligence protects companies in the tech and commercial landscape, and practical steps to ensure your business is fully prepared for both sale and purchase.

Welcome to another episode of the Moorcrofts Means Business Podcast!

In this episode, members of our corporate team, Adam Forder and Heather Stewart, explore the intricate world of shareholder relationships. 

They cover several critical questions: 

1. What governs shareholder relations in a company? 
2. What happens if you fall out with another shareholder? 
3. Is it really necessary to create a formal shareholders’ agreement? 
4. Does having a shareholders’ agreement mean I don’t trust my business partner? 
5. At what point should you consider formalising shareholder relations, and is it now too late? 

Adam and Heather discuss these questions and much more.

Key topics covered:

1. Understanding Shareholder Relationships:
   • Explanation of the structure and importance of maintaining good shareholder relationships for long-term stability and growth.
2. The Companies Act 2006:
   • Overview of the key legislation governing company law in the UK.
   • Principle of majority rule and types of shareholder resolutions.
   • Exception to majority rule: unfair prejudice and its implications.
3. Articles of Association:
   • Definition and role of the articles of association in regulating a company's internal affairs.
   • Differences between model and bespoke articles.
   • Importance of tailoring articles to meet the company’s specific needs.
4. Shareholders' Agreement:
   • The purpose of a shareholders' agreement and how it complements the articles of association.
   • Benefits of a well-drafted shareholders' agreement in managing relationships and expectations among shareholders.
   • Real-life case study illustrating the importance of having a shareholders’ agreement.
5. Drafting a Shareholders' Agreement:
   • Key considerations and typical contents of a shareholders' agreement:
     • Business management and future-proofing.
     • Share matters and rights/obligations of shareholders.
     • Dispute resolution mechanisms and founder protections.
   • Timing for creating a shareholders’ agreement: ideally at incorporation, but possible at any time before an issue arises.

This episode offers valuable guidance to help you navigate shareholder relationships with confidence, whether you're just starting out or looking to refine your existing processes.

Welcome to another episode of the Moorcrofts Means Business Podcast! 

In this episode, our corporate partner Will Peace catches up with employment partner Lindsey Abbott to explore the intricacies of the employment life cycle.

Join Will and Lindsey as they explore what it takes for startup businesses to establish a solid foundation for future growth, ensuring they are well-prepared for the due diligence process when the time comes to exit.

Key Topics Covered:

1. Comprehensive Documentation: Learn about the importance of accurate and comprehensive documentation in fostering a positive work environment and protecting the business. From disciplinary and capability policies to privacy notices, data protection policies, anti-harassment and bullying policies, anti-bribery policies, and equal opportunity policies, discover why having the right policies in place is essential.
2. Employment Contracts: Understand the legal requirement of an S1 Statement of Terms and Conditions (employment contract) and the importance of periodically reviewing them to ensure compliance and enforceability.
3. Covenants and Non-compete Clauses: Gain insights into the significance of covenants and non-compete clauses in employment contracts and how they can protect your business interests.
4. Contracts for consultants and employees at all levels: Whether you're a startup or an established business, learn about the importance of having clear and enforceable contracts for consultants and employees.

This episode offers valuable guidance to help you navigate the employment journey with confidence, whether you're just starting out or looking to refine your existing processes.

Tune in now to gain a deeper understanding of employment policies and procedures, and set your business on the path to success.

This episode of the Moorcrofts Means Business Podcast, sees Moorcrofts commercial property partner, Julia Ferguson, welcome special guest Alex Cummings from Cummings Commercial. 

Tune in as Julia and Alex discuss the process of finding business premises.

Topics covered include:

1. Key considerations to keep in mind during the search process: From location and size to amenities and lease terms.
2. Heads of Terms (HOTs): The complexities of HOTs, shedding light on the key terms agreed upon between landlords and tenants, emphasising the importance of understanding and carefully negotiating these terms to ensure favourable outcomes for both parties.
3. Rent: Exploring the financial aspects of leasing commercial property, including market rates, rent-free periods, and rent deposit requirements.
4. Alterations: The implications of making changes to leased premises, highlighting the importance of understanding lease obligations and seeking landlord consent for alterations.
5. Repair - FRI/IRI/SOC: Addressing repair obligations, providing clarity on the different repair liabilities, including Full Repairing and Insuring (FRI), Internal Repairing and Insuring (IRI), and Schedules of Condition (SOC). 
6. The benefits of using both a solicitor and an agent: The importance of engaging professionals, when searching for business premises, highlighting the advantages of leveraging their expertise, local knowledge, and negotiation skills to secure favourable lease terms and to navigate the process effectively.

Downloads:

• Heads of Terms Factsheet
• Alterations Factsheet
• Repair - FRI/IRI/SOC Factsheet
• 30 Key considerations when moving office Factsheet
• Example space audit

Whether you're a first-time renter or looking to expand your business, this episode offers valuable guidance to help you navigate the commercial property market with confidence.

Tune in now to gain a deeper understanding of the essential steps involved in finding the perfect business premises for your needs.

This episode of the Moorcrofts Means Business Podcast, sees Moorcrofts corporate partner Will Peace, explore the intricacies of Enterprise Management Incentives (EMIs) and Employee Ownership Trusts (EOTs) with special guest EdParkes, Chief Finance Officer at LHi. 

Tune in as Will and Ed discuss the transformative journey LHi undertook, the invaluable lessons learned, and actionable recommendations for organisations considering a similar path.

Topics covered include:

• LHi's evolution from a traditional ownership structure to embracing EMIs and EOTs.
• Understanding the motivations behind LHi's transition towards employee ownership.
• Highlighting key milestones and challenges encountered along the way.
• The impact of EMIs and EOTs on LHi's corporate culture, productivity, and employee engagement.
• Reflecting on the financial and operational benefits experienced by LHi post-transition.
• Addressing common misconceptions and hurdles faced during the implementation process.
• Actionable advice for organisations considering EMIs and EOTs.
• Emphasising the importance of strategic planning, communication, and employee involvement.
• Offering insights into navigating legal and regulatory considerations effectively.

Tune in to this enlightening episode to gain a deeper understanding of EMIs, EOTs, and the transformative power of employee ownership. Whether you're an entrepreneur, business leader, or simply curious about innovative business models, this episode promises to deliver valuable insights and inspiration to employee ownership, incentivisation and exit strategies. 

This episode of the Moorcrofts Means Business Podcast, sees Kate Prentis and Kirsty King from Moorcrofts discuss the intricate world of corporate governance for private limited companies, exploring the pivotal role of directors and their duties and obligations.

Tune in as Kate and Kirsty cover:

• Upcoming changes in the Registrar's powers: The increase in the powers of the Registrar of Companies House to tackle economic crime, ushered in by the enactment of the Economic Crime and Transparency Act 2023, which will come into force in March 2024. 
• Identity verification for Directors: The new identity verification process for company directors, unraveling the options provided by Companies House and the broader implications for corporate transparency.
• Transition to software-only filing: The industry's move towards a 'software-only' filing system and the strategic implications for companies in ensuring effective and secure filings.
• Directors’ Duties: The core obligations owed by directors under the Companies Act 2006 and other legislation.
• Constitutional documents: The need for directors to be familiar with the provisions of the company's articles and any shareholders' agreement.
• Significance of maintaining statutory registers: The importance of maintaining accurate statutory registers and the legal consequences that may arise from neglecting this aspect.
• Legal requirements for filings at Companies House: The essential filings required at Companies House, ensuring compliance with legal obligations and procedural norms.
• Directors decision making: when board meetings or unanimous written resolutions may be appropriate.
• Consequences of breaching Directorial Duties: The potential repercussions directors may face, from disqualification to personal liability for company debts, emphasising the need for directors to have a good understanding of their duties.

This episode provides a concise yet informative whistle-stop tour of private limited company governance, offering valuable guidance for those embarking on their business journey.

Welcome to the inaugural episode of our brand-new second series of Moorcrofts Means Business Podcast, aptly entitled 'Navigating the Business Journey from Start-up to Exit and Everything in Between.' 

In this exciting series, our mission is clear: to empower entrepreneurs, business owners, and decision-makers with an arsenal of invaluable insights and expert advice. 

Join us as we delve into the essential facets of not just starting a business but successfully steering it through every stage, from inception to the ultimate exit strategy.

In this first episode of series two, our Corporate Associate, Mohsin Shabbir, engages in a comprehensive discussion titled 'Starting Out: Start-ups and Beyond' with Richard Cooper from Oxford Innovation Finance. 

Tune in as Mohsin and Richard unravel the intricacies of business startup and investment delve into key aspects of business startup and investment, covering:

• Investment Incentive Schemes, including EIS and SEIS
• OION and the Oxford Innovation EIS Growth Fund
• Unlocking the potential of Angel Investment
• The importance of having the correct business structure in place
• Navigating due diligence
• Pitfalls and red flags to avoid

This episode provides a wealth of information and expertise to entrepreneurs and investors alike, offering valuable guidance for those embarking on their business journey.

This episode of the Moorcrofts Means Business Podcast, sees our Employment Law Partner, Matt Jenkin discuss the issue of post-termination restrictions in employment contracts with James Bickford-Smith, counsel at Littleton Chambers.  

In the episode, Matt and James discuss:  

• what are post-termination restrictions
• are they enforced by the courts
• the purpose of restrictions
• the importance of the reasonableness of restrictions; and 
• the need for good drafting.

Connect with James Bickford-Smith on LinkedIn: https://www.linkedin.com/in/james-bickford-smith-7b04a825/

Connect with Matt Jenkin on LinkedIn: https://www.linkedin.com/in/mattjenkin/

This episode of the Moorcrofts Means Business Podcast, sees our Employment Law Partner, Matt Jenkin welcome Miles Mather from Transform Coaching to discuss employee wellbeing. 

In the episode, Miles and Matt discuss: 

• What is meant by wellbeing
• What are the common workplace issues that can impact on wellbeing
• How can an employee improve their wellbeing; and 
• Tips on how an employer can help their employees with wellbeing.   

 For those who want to hear more about employee wellbeing visit https://www.transformcoaching.co/ and connect with Miles Mather on LinkedIn: https://www.linkedin.com/in/careercoach01/

For those who want to hear more Employment Law updates, connect with Matt Jenkin on LinkedIn: https://www.linkedin.com/in/mattjenkin/