Pannone Corporate has advised Europe’s leading call tracking provider, ResponseTap, on the sale to Infinity in an undisclosed deal.

The Manchester law firm acted as legal adviser to Salford-based ResponseTap, which was acquired by call intelligence provider, Infinity, from the company’s management and venture capital investors. The team was led by Tom Hall (Corporate Partner) and Arshnoor Amershi (Senior Associate), with support from Behzad Borang.

ResponseTap has built up a strong reputation for the development of highly innovative customer experience software to predict caller intent and personalise the call experience. This will combine with Infinity’s leading conversation analytics suite, which enhances its core call tracking services. It will allow the enlarged SaaS group – which has annual recurring revenues of £15 million, employing 135 staff – to better serve its 350 enterprise and over 1,000 SMB clients.

Tom Hall said: “We have worked alongside the founders of ResponseTap for the last 10 years, following the company on an impressive growth journey that has attracted significant interest from across the market.

“ResponseTap has developed and launched pioneering speech analytics technology, expanded beyond its North West roots to international territories, and built up an enviable client portfolio, including Virgin Money and luxury travel group, EFR Travel. It’s a real success story for the region and a significant deal within the marketplace.”

Whistleblowing in the UK’s care sector rose to its highest recorded level in 2020, driven by health and safety concerns brought on by the coronavirus pandemic.

The number of whistleblowing complaints made to the Care Quality Commission (CQC) has increased year-on-year since 2015, with a 43% rise between 2019 and 2020 – a total of 14,508 enquiries were received last year.

The figures obtained through a Freedom of Information (FOI) request to the CQC – conducted as part of an annual Care Report by Pannone Corporate – also show that ‘concern’ enquiries increased by 39% between 2015 and 2020. However, the number of safeguarding complaints fell to its lowest level last year to 25,847, driven in large part due to a reclassification of abuse notifications in March 2018 and an increase in providers notifying their local authorities in the first instance rather than the CQC.

Bill Dunkerley, regulatory lawyer and director at law firm, Pannone Corporate, commented: “The global pandemic has had a profound effect on the care sector, touching every facet of the industry – whether that’s financially, operationally, or from a corporate governance perspective. Prior to 2020, the word ‘pandemic’ was unlikely to be considered as anything more than a theoretical risk. However, events since March last year, and the imposition of the first national lockdown in the UK, have demonstrated that providers must be prepared for all eventualities and risks.”

He continued: “In the context of the last 18 months, it comes as little surprise that the number of whistleblowing enquiries rose to its highest recorded level in 2020. In general terms, the majority of complaints in the UK relate to health and safety matters. It’s therefore reasonable to assume that the increase in complaints from 2019 to 2020 were related to the coronavirus, with safety concerns around COVID-19 extremely likely to have played a role in these figures.”

The Care Report 2021 shows that regulatory interventions rose by 109% between 2016 and 2019, understandably falling in 2020 due to a seismic change in how the CQC conducted itself as a result of COVID-19. The rise in interventions mirrors the number of enforcement actions carried out by the CQC, which revealed an 87% increase since 2014/15 in its latest annual report.

Dunkerley said: “In light of the increasing use of enforcement action by the CQC, as well as the apparent realisation of the intention to prosecute more cases, it’s imperative that service providers review their procedures, systems and address risk areas in anticipation of inspection or intervention. This includes assessing areas of their operation requiring immediate improvement; undertaking pro-active audits of risk areas and implementing remedial or control measures where appropriate; and responding to near misses and learning from them to prevent a recurrence.”

He added: “The last 12 months have had a particular impact on the CQC, which has had to respond to the novel challenges presented, as well as clarify its own role in regulating providers in light of recent criticisms. When you consider that people are also more alive to potential issues of concern, as well as becoming more aware of the CQC’s role as regulator and its power to take enforcement action in response to issues of concern, then we are likely to see considerable change in the care sector over the course of the next 12 months as providers and the CQC adapt.”

To read the report in full, click here

As employers welcome back staff in the coming weeks, Fiona Hamor catches up with People Management magazine to talk about what employers need to be aware of from a HR and employment law perspective.

While remote working has thrown up significant challenges for employers, a return to the office will equally create newfound problems generated by COVID-19. Recent employment tribunal rulings have highlighted some of the issues that have arisen from the pandemic, which have led to unfair dismissal claims being made.

Fiona says: “COVID-19 has undoubtedly left an indelible mark on the workplace and businesses have had to adjust to new ways of operating. The return of workers over the coming months will continue to pose unprecedented challenges to employers. The need to understand, assess and act on potential risk is clear, if businesses are to remain operational and to protect against any potential future claims.”

Read the full article on the People Management website. https://www.peoplemanagement.co.uk/experts/legal/what-to%20consider-employees-return-to-workplace

In our latest IP round-up, our team shares the latest IP headlines and legal developments from the UK and around the world.

In the second of our monthly IP round–ups we cover the clash of two heavyweight brands, New Balance and Michael Kors, over alleged trade mark infringement, the ASA’s clamp down on influencers who repeatedly fail to identify their posts as ads on social media, and a High Court win by Eurovision 2021 contestant James Newman against an ex-Voice UK contestant who claimed James had copied one of her songs.

Read our monthly IP round up here: https://mailchi.mp/pannonecorporate/ip-round-up-september?e=%5BUNIQID%5D

If you would like to discuss these topics in more detail or have any questions, contact Melanie or Amy:

Melanie McGuirk on 07790 882567 or email melanie.mcguirk @pannonecorporate-com.stackstaging.com

Amy Chandler 07920 237674 or email amy.chandler@pannonecorporate-com.stackstaging.com

In our latest My Life in Law, we speak to employment director, Stephen Mutch, about his career in law and his love of bass playing in indie/alternative group, BC Camplight.

•  When did you join Pannone Corporate?

I’m what’s called a ‘one club man’ in football.  I joined Pannone Corporate’s predecessor firm as a fresh-faced trainee lawyer back in 2003. This isn’t actually that rare at Pannone Corporate – there are a good handful of people here who joined when I did.

• What was your role/experience prior to joining?

I joined Pannone straight from university, having completed a law degree at the University in Sheffield and a post-graduate in Chester.

• Why did you join Pannone?

They had a great reputation and a very varied portfolio of legal work. Even back then, they prided themselves on having a more human element than most firms – something I still think is true after nearly 20 years.

• Having gone to university, why did you choose this route?

I’m rather ashamed to say that back then it was simply what most people did. Progress has been made, in terms of alternative routes into a career in law, but there’s still a very heavy reliance on a ‘good’ degree from a ‘redbrick’ university to open up doors. Lots more still needs to be done.

• What is the most satisfying aspect of your job?

I like the intellectual challenge and getting to speak to and help people run their businesses. Employment lawyers are almost always a ‘distress purchase’, so it’s nice to help people with the problems or challenges their business are facing.

• What does a typical day look like?

I spend most of the day on the phone or emailing clients providing advice, mixed in with a healthy dose of preparing clients’ defences for employment tribunal proceedings.

• What are your career ambitions?

I’ve always enjoyed helping more junior lawyers navigate what can be a very difficult first few years, so more involvement in what I enjoy. That’s on top of the usual partnership, world domination type ambitions of course…

• What would you be doing if you didn’t have a career in law?

I would be a penniless and struggling musician (please see below)

• What can lawyers / the legal profession do to better support clients? Does anything need to change?

I think some lawyers can still be a bit stuffy. Rarer these days, but clients don’t want that kind of lawyer anymore. Being user friendly and pleasant to deal with is top of most client’s priorities.

• What do you enjoy doing outside of work?

I play bass in indie/alternative band, BC Camplight, which releases records under the Bella Union label in London, so that takes up a lot of my time. We’ve been on the radio a fair bit and get to do around 30-40 shows a year. We’ve toured in Europe and played some of my favourite venues, such as the Roundhouse in London and the Paradiso in Amsterdam (Nirvana played there!) – there were 3,000 people in the audience, and I turned off my own instrument for our last song. Not cool! Our next record is out in the Spring.

I am also a trustee for a local arts-based charity called Art with Heart. Check them out here  https://artwithheart.org.uk/

• Do you have any particular skills/talents that your work colleagues may not know about?

I would say ‘please see above’, but I bore everyone to death with my tales of the (not so) rock ’n’ roll lifestyle!

In our first IP round-up, our team shares the latest IP headlines and legal developments from the UK and around the world.

We cover the new law for influencers posting edited photos introduced in Norway, Hendrick’s Gin’s copycat claim against Lidl (brought in Scotland but resulting in a UK wide ban on sales) and Adidas’s law suit against US designer Thom Browne for alleged infringement of its three stripe logo.

Read our monthly IP round up here: https://mailchi.mp/pannonecorporate/ip-round-up-august-5399161?e=%5bUNIQID

If you would like to discuss these topics in more detail or have any questions, contact Melanie or Amy:

Melanie McGuirk on 07790 882567 or email melanie.mcguirk @pannonecorporate-com.stackstaging.com

Amy Chandler 07920 237674 or email amy.chandler@pannonecorporate-com.stackstaging.com

Pannone Corporate has advised North West-based medical communications agency, Spirit, on the sale to OPEN Health Group.

The Manchester law firm acted as legal adviser to the shareholders of Spirit, which has been acquired by the global medical affairs specialist. OPEN Health Group is a portfolio company of Amulet Capital Partners LP, a US-based private equity firm focused exclusively on the healthcare sector. The team was led by Tom Hall, Corporate partner, with support from senior associate, Arshnoor Amershi and corporate paralegal, Behzad Borang.

Founded in 2006 by Asif Zaman, and based at premises in Didsbury and Alderley Park, Spirit offers full-service medical communications throughout the product lifecycle, with deep expertise across a range of therapy areas. Services include publication planning, medical strategy, medical education, scientific meetings, training and digital solutions.

As part of the undisclosed deal, Spirit will benefit from OPEN Health Group’s global network, with more than 850 people based in 15 locations across six different countries, including the USA, UK, The Netherlands, Germany, India and China.

Tom Hall said: “Over the last 15 years, Spirit has built an enviable reputation as a leading medical communications agency – not just in the North West, but across the globe.

“We’re delighted that a company of OPEN Health’s stature has recognised the exciting potential that Spirit possesses through its unique approach to scientific communications and its unwavering commitment to exceptional client experience. Having worked alongside Asif and the team for more than 10 years, as a long-standing client of Pannone Corporate, we have no doubt that the deal – one of a number in the sector over the last 12 months – will undoubtedly help to expand Spirit’s global reach and the range of innovative services it offers to clients worldwide.”

Asif Zaman, founder and chairman of Spirit, added: “I am delighted to see the business I started in 2006 move to the next level with OPEN Health. This transaction has exceeded my expectations, and not just in terms of my own personal outcome, but more importantly in finding the right home and cultural fit for Spirit and its fantastic team of medcomms professionals.

“Tom and the team at Pannone Corporate have been outstanding in terms of providing service excellence, adding value throughout the process and quite simply being a great team of people to work with and rely on.”

Spirit was also advised by corporate finance advisors, BCMS and accountants/tax specialists Mitchell Charlesworth LLP

The Building Safety Bill was introduced to Parliament on 5 July by Housing Minister Robert Jenrick MP.

Although the headline proposals contained within the Bill have been known for some time, its formal introduction marks a significant – and crucial – moment in its development. The draft is not only voluminous (running to 218 pages), but also seeks to fundamentally revise the current system of building safety and regulation, with the Government confirming that it intends the Bill will “create lasting generational change”in terms of how buildings are designed, constructed and maintained.

The Bill is incredibly wide-ranging in its proposed scope and extent, but what are the key changes suggested?

A ‘Golden Thread’ of Information

A key objective of the Bill is to establish a ‘Golden Thread’ of information to identify at every stage of a residential building’s lifetime, from planning and design through to completion and occupation, who is responsible for ensuring safety standards, and for managing potential risks.

In general terms, the Bill proposes that the person or entity which creates a potential risk should, as far as possible, also be responsible for managing that risk.

To help the passage of information between duty holders, the current Building Act will be amended to introduce a new ‘Gateway’ regime. Each gateway is intended to act as a ‘hard stop’ with compliance and appropriate sign-off/regulatory approval being required before the next development stage is able to commence.

To assist in retaining the Golden Thread of information following completion, and to act as an identifiable point of liaison for residents, the Bill will establish an Accountable Person for all higher risk buildings, being those over 18m/ seven storeys in height and which contain at least two residential units. The Accountable Person may be an individual or corporate entity. Once appointed, the Accountable Person must apply to the Building Safety Regulator for a Building Assurance Certificate, as confirmation that they are complying with their statutory obligations and must manage the ‘golden thread’ of information.

In addition, the Accountable Person must also appoint a Building Safety Manager (before occupation in relation to higher-risk buildings) to assist them with the day-to-day management of safety within the building.

The Building Safety Regulator must be notified of the appointment of the Building Safety Manager and will have the power to veto their appointment if it is not satisfied that they have the relevant skills, knowledge, and experience to discharge their responsibilities.

Building Safety Regulator

The Bill proposes extensive and wide-ranging powers for the new Building Safety Regulator, including the ability to investigate and prosecute those who fail to meet the new standards and requirements. Where corporate offences are found to have been committed with the consent, connivance or neglect of directors or managers, then those individuals will also be liable to prosecution in addition to the corporate entity. The Regulator will comprise both resident representatives and industry experts.

In addition, the Bill permits the Building Safety Regulator to appoint a Special Measures Manager to replace the Accountable Person or Building Safety Manager, where serious failures endangering the life of residents are identified.

Mirroring existing powers of the Health and Safety Executive, the Building Safety Regulator will also be able to issue compliance notices, which will require duty holders to rectify non-compliance issues by a specified date. In addition, the Regulator will have the ability to issue stop notices during the design and construction phase, mandating the stoppage of work until non-compliances have been addressed. Failure to comply with either type of notice will be an offence, punishable by a custodial sentence of up to two years for individuals, and/ or an unlimited fine for corporate entities.

Peter Baker, Chief Inspector of Buildings within the Health and Safety Executive, has said of the Bill’s introduction that it, “will give HSE the tools to deliver its important role as the Building Safety Regulator and is an important step in setting out what will be expected of future duty holders”.

He continued: “Everyone involved in higher risk buildings from design, construction and day-to-day operations will manage and control building safety in a way that is proportionate to the risks. This will ensure these buildings are safer for those who live in them, and they have a stronger voice. I encourage duty holders to use the Bill’s introduction in preparation for the new, more rigorous regulatory regime.

“The Building Safety Regulator will continue to work with industry and others to deliver the new building safety regime to ensure that residents of higher risk buildings are safe, and feel safe, in their homes now and in the future.”

New Homes Ombudsman

The Bill also proposes the establishment of a New Homes Ombudsman scheme, to receive complaints from the owners of new build homes and to help hold developers to account. The Ombudsman will be able to impose sanctions on developers who breach requirements, although an appeals procedure will also be available.

However, unlike other Ombudsman services, the Bill mandates that developers become, and remain, members of the new scheme.

Regulation of Construction Products

The Bill proposes to regulate construction products placed for sale on the UK market, through the concept of ‘safety critical products’ and their inclusion on a statutory list. The Bill also contains provision for future regulations to be introduced to prohibit the supply or marketing of products which are unsafe.

Where products do not fall under an existing regulatory regime and are not included on the statutory list, the Bill enables regulations to be created which will require manufacturers to ensure that the products they supply are safe, with breach resulting in prosecution.

Conclusion

The draft Bill has a long way to go before it receives Royal Assent. Given that there is little time for further discussion before the start of the summer recess at the end of July, the majority of discussions will likely take place from the autumn. Thereafter, it is unlikely that the Bill will come fully into force much before summer 2022.

Whilst it is hoped that the Bill will be able to be enacted without significant amendments, to the benefit of all stakeholders and residents, it is not expected to have an entirely smooth transition through Parliament. For example, it is anticipated that substantial amendments will be proposed by the opposition and rebellious Conservative backbenchers, especially in relation to the redress available to leaseholders within unsafe buildings.

If you would like more information on the Building Safety Bill, contact regulatory director, Bill Dunkerley, on Bill.Dunkerley@pannonecorporate-com.stackstaging.com or call 07920 237681.

Pannone Corporate has acted for the management team, Maven Capital Partners, and Mercia Fund Managers, on the proposed sale of Macclesfield-based fintech start-up, Mojo Mortgages, to RVU – the owner of multiple digital brands, including Uswitch, Confused.com and Money.co.uk.

The transaction remains subject to regulatory approval and customary closing conditions.

Mark Winthorpe, corporate partner, who lead on the deal, commented: “Mojo is fantastic North West success story, demonstrating the significant potential that exists in the regional’s fintech community when you cleverly combine smart technology with market and consumer insight. This deal is testament to the considerable investment and ambition that the team has made in the last few years and is an exciting milestone in the growth journey of the tech start-up.”

Pressure is clearly mounting on the Government to classify long-COVID as a disability. The aim is to provide thousands of employees with legal protection against any potential discrimination in the workplace.

Interestingly, a recent survey commissioned by the TUC revealed that just over half of people with symptoms, which typically include extreme tiredness, brain fog and dizziness, have experienced some form of discrimination or disadvantage at work.

The online poll of 3,500 people found that long-COVID sufferers are frequently met with disbelief and suspicion, with 19% of respondents saying that managers questioned the impact of the condition.

With calls for long-COVID to be given ‘occupational disease’ status for healthcare workers, there is clearly growing momentum for the condition to be given greater precedence in the workplace. While long-COVID is something that is entirely new, the Equality Act 2010 talks about disability as a physical or mental impairment that affects you day-to-day. The Act doesn’t contain a long list of conditions; it’s all about how it impacts your daily life. As such, there is a strong case for the emerging condition to be classed as such.

If long-COVID is categorised as a disability, employers will have to be very cautious about how they deal with the condition moving forward, to avoid any potential discrimination claims. However, from a HR perspective, the motivation shouldn’t be about avoiding employee action. Rather, it should be about what the long-term effects are going to be on workers, so that employers can put appropriate measures in place to support staff. The problem is, we don’t know a huge amount about the condition, which seems to differ enormously from one person to another.

As we wait to see how long-COVID is treated from a legal perspective, there are a number of key things that HR Directors and business owners should consider to ensure they are dealing with the condition in the most appropriate way – now and in the future.

• Develop a robust relationship with an occupational health specialist, or ensure you have a well-functioning OH department in place, depending on your size. This will allow you to access professional advice and support when dealing with long-term conditions.
• Review and update your current sickness absence policy, how people report sickness and what procedures are in place to manage absences.
• Focus on wellbeing in the workplace, not just in relation to long-COVID, but also people returning to the office after months working remotely. The issue of health and wellbeing has grown in prominence in recent years and the global pandemic has only served to propel the topic up the business agenda, as employers adopt the approach of ‘prevention is better than a cure’.
• Create clear lines of communication, encouraging open dialogue with employees regarding their physical and mental health. It’s vital that staff have both the confidence and the appropriate channels to be able to discuss health and wellbeing issues, knowing that their concerns will be listened to, and the support will be forthcoming.

If you would like to discuss how to implement an effective strategy to help manage occupational health, please contact Adam Pavey on 07980949525 or email Adam.Pavey@pannonecorporate-com.stackstaging.com

In the first of our quarterly retail law updates, we look at the latest news and legal developments affecting the sector.

It covers the upcoming Children’s Code, which will come into force in September and will impact those online retailers that currently process personal data of under 18s. We also look at the new guidance on buy now, pay later, as well as key fashion cases setting the tone for the industry, including when drawing inspiration becomes infringement.

Read our quarterly update here https://discover.pannonecorporate.com/retail-update

If you would like to discuss these topics in more detail, or have any questions, contact partner, Melanie McGuirk on 07790 882567 or email melanie.mcguirk @pannonecorporate-com.stackstaging.com

In our latest My Life in Law, we speak to paralegal Holly O’Farrell about her move from retail into law and her career so far as a legal apprentice. 

• When did you join Pannone Corporate?

I joined the firm in January 2020, so I only had a few months in the office before the first national lockdown was imposed in late March. So far, the majority of my Pannone Corporate career has been undertaken from home!  

• What was your role/experience prior to joining?

Before starting at Pannone I had been in private practice for approaching six years – at Clyde & Co for two years and then at Weightmans LLP. Prior to entering the legal profession, I worked in retail as a trainee assistant manager and ‘Style Advisor’ (read: personal shopper!). 

• What is your role at Pannone?

I am a paralegal in the construction team. I assist the head of construction with her day-to-day work and conduct some matters of my own under her supervision. 

• Why did you join Pannone?

What drew me to Pannone Corporate was the fact that it was a boutique firm that focused on commercial law and, as such, was a specialist in this area of work. The staff are so experienced because of that focus, and it has a hugely impressive roster of clients. As a result, the exposure and training available to a junior lawyer like me is fantastic. 

• What route did you go down, in terms of training and qualifications?

I am currently in the process of completing my CILEx qualification and will shortly qualify as a Chartered Legal Executive. 

• Why did you choose this route?

I began my legal career as a legal apprentice. I don’t have a degree – I withdrew from the University of Manchester because, despite the advice from all my teachers, I felt that university wasn’t for me. I loved the idea of higher education but, in reality, I found I wanted to learn in a more practical environment. As I was living away from home, I needed to ensure I was still earning, so an apprenticeship was ideal for me. Doing it this way also means that, by the time I am formally qualified, I will have had the benefit of eight-plus years’ legal work experience, which puts me in a great position compared to graduates and other newly qualified solicitors. 

• What does a typical day look like?

It might sound like an over-done answer, but genuinely each day is very different! In construction law, you do both contentious and non-contentious work. So, one day I may be working on a dispute for a client which might involve document review, possibly drafting submissions in adjudication or court proceedings and/or providing strategic advice to the client; the next I could be working on the contracts underlying a new building project, drafting a contract, or providing comments on a draft received from another firm to ensure that the client’s position is protected and there are no sneaky clauses in there that might cause them trouble down the line! 

• What is the most satisfying aspect of your job?

The most satisfying aspect of the job for me is its variety – I purposefully sought a role in an area that provided variation to keep me hooked. My manager in my first construction role told me that even after 35 years in the sector he was still presented with work that he’d never encountered before. After four years specialising in construction, this is certainly ringing true and I can’t wait to keep being surprised for the rest of my career. 

• What are your career ambitions?

Following completion of my CILEx qualifications, I am considering completing the SQE in order to cross-qualify as a solicitor. After I’ve achieved that I don’t intend to focus on any particular thing; I think there is some danger in having too fixed a plan. I just want to keep enjoying my work and be open to whatever opportunities arise. 

• If you were managing partner for the day, what’s the first thing you would do? 

Get the corporate credit card out and get everyone to the pub, after so many months apart! 

• What would you be doing if you didn’t have a career in law? 

I would probably have continued working in retail. I had ideas about moving into buying or visual merchandising. I definitely wouldn’t have continued in personal shopping. Pouring champagne and hoisting people into cruise-wear is not what five-year-old me dreamed of!

• What do you enjoy doing outside of work?

The usual – walking the dog, binging on Netflix and worrying that I don’t have enough hobbies! 

• Do you have any particular skills/talents that your work colleagues may not know about?

None that I wouldn’t be ashamed to admit to! However, I fancy myself as a bit of a dancer so, maybe when we’re all allowed to socialise again, I’ll get to embarrass myself! I do also have an excellent memory for song lyrics – in conjunction, these ‘talents’ result in quite the performance!

The latest figures from The Advisory, Conciliation and Arbitration Service (Acas),  show the significant financial impact workplace conflicts can have on a business.

In its latest report, Estimating the Costs of Workplace Conflicts, Acas has said that workplace conflict costs UK employers £28.5 billion every year, an average of just over £1,000 for every employee. This is based on the total cost to organisations in handling workplace conflict that includes informal, formal and legal processes, as well as the cost of sickness absences and resignations.

During a period where margins are being stretched, additional costs such as these will only increase the considerable financial pressure being placed on businesses. If you add to the fact that, according to Acas, nearly half a million employees resign each year as a result of conflict, then the argument for taking a proactive approach to workplace conflicts has never been clearer.

Handling disagreements and complaints early before employment relationships are damaged not only helps to save businesses time and money in managing those claims, but it can also prevent unnecessary recruitment costs further down the line.

So, as a business, what can you do to try and prevent workplace conflicts from materialising?

A proactive approach

The key is prevention. Having a robust set of policies and procedures in place that are clearly communicated to employees and managers is an important step in creating an open and transparent workplace. If your business instils agreed customs, ideas and behaviours that everyone buys into then you can create a positive culture where people believe they are being listened to and one that encourages employees to handle any potential conflicts in a proactive and positive way.

Handling grievances

It’s essential to have a formal, written grievance procedure in place that is reviewed on a regular basis in line with any changes in legislation or official guidance, and managers should receive relevant training, so they know the steps to be followed. Ensure that when a grievance is raised, you refer to your procedures immediately – allowing you to manage workplace conflicts effectively and in a formal way. This includes investigating grievances fairly and consistently; creating open lines of communication for everyone involved; taking action and making decisions as soon as possible; and allowing the employee the right of appeal.

Focusing on diversity and equality

Creating a culture of fairness and inclusion is key when focusing on diversity and equality. This should be displayed throughout an employee’s journey with the company – from recruitment, through to day-to-day activities and any formal exit interview. Ensure key members of the team are aware and follow the correct procedures and are actively identifying and acting upon any potential breaches. Finally, arm each and every member of staff with the skills and training to ensure diversity and inclusion become a natural part of the organisational makeup of the business, and not something that you simply pay lip service to.

Bullying and anti-harassment

A policy on bullying and anti-harassment is also helpful as it can set out the company’s standpoint on such behaviour, give examples of what this can look like and make it clear it won’t be tolerated. This can reassure employees who feel they are being bullied or harassed that they can raise any concerns in a safe space, and set out the steps for you to take action against any perpetrators where appropriate. Training for staff and management on this subject can also help to the avoid behaviour arising in the first place, by illustrating that it is not acceptable in your workplace and highlighting the potential consequences.

In a world where more than half of employees are currently working from home, it’s vital to have the right systems in place that provide you with the flexibility to manage potential grievances that may arise remotely, while ensuring they’re firmly in place once people start to return to the office.

If you would like to discuss providing training for your staff around any of these issues, contact Chloe Pugh on chloe.pugh@pannonecorporate-com.stackstaging.com call 07500 797553, or visit our training website Pannone Academy at https://www.pannoneacademy.com.

Pannone Corporate has strengthened its insolvency and restructuring team with the appointment of Richard Wolff as partner.

Richard, who joins from JMW where he established the firm’s insolvency practice over a decade ago, brings nearly 25 years’ experience to the role. He will assist in team growth and development, as well as the expansion of the practice’s client base and professional network.

Specialising in both non-contentious and contentious insolvency and restructuring work, Richard has acted for a wide variety of clients – from insolvency practitioners and lenders, to corporates and private individuals.

Paul Jonson, senior partner at Pannone, said: “We’re delighted to welcome someone of Richard’s calibre to the firm, as we look to expand our expertise and reach within the insolvency and restructuring market.

“The insolvency landscape has changed markedly over the last 12 months and, as a firm, we are keen to capitalise on those developments by strengthening our team.”

Richard’s arrival follows the appointment of Georgina Bligh-Smith, as a paralegal in the insolvency and restructuring team. She will work alongside Richard, together with associate partner, Daniel Clarke, and senior associate, Heather Morris.

Richard commented: “Pannone has an excellent reputation for its ethos and outlook and has exciting ambition and aspirations for insolvency and restructuring as a core practice area within the firm – something that really drew me to the role.

“Over the next 12 months, there will undoubtedly be a period of sustained development and growth for this area of practice within the firm, as the pace within the insolvency and restructuring marketplace shifts up a gear off the back of the coronavirus pandemic and the withdrawal of the government and legislative-backed support measures for the UK economy.”

The impact of the coronavirus pandemic has been complex and far-reaching. No facet of business, or society, has escaped the effects of COVID-19 and serious questions have been asked of both employers and employees. 

While the issue of fraud – and more specifically employee fraud – has been on the radar for many years, the unique challenges posed by the pandemic have brought the problem under the spotlight in recent months. 

Whether it’s payment fraud, procurement fraud, personnel management, travel or subsistence fraud, exploiting assets and information, or receipt fraud, cases of employee fraud are common. According to Action Fraud, nearly 1 in 5 small businesses have been defrauded by an employee at some point during their trading history, causing significant loss and damage. Unsurprisingly, recent figures from NatWest show that UK businesses have been hit by fraud at a cost of £190 million a year, with 40% being caused by internal employees.

Despite a general perception around the issue, fraud isn’t always the product of malicious intent. Quite often, it materialises from despair, a lack of ability, or even inexperience. With many employees working remotely, and feeling disconnected from the structure and security of the workplace, it’s little wonder the problem of employee fraud has come under the spotlight. 

Times of economic uncertainty or economic boom, as evidenced before and as a result of the 2008 financial crash, often lead to an increase in fraud. Circumstances created by the pandemic – homeworking, job insecurity and financial hardship, and availability of financial support from the Government – all create an environment in which workplace fraud can increase.

Pre-pandemic, the fear of the boss “looking over the shoulder” could be a key factor in limiting employee wrongdoing and minimising the risk of employees falling victim to fraud from third-parties. However, the pandemic has forced employers to rely to a greater extent on its internal policies and procedures, as well a trusting its employees to do the right thing.

 To minimise the risk of fraud by employees, employers should consider:

• Reviewing and (as appropriate) improving their internal policies and practices, so that employees understand what is and is not acceptable in the workplace.
• Ensure their IT security is fit for purpose now that many employees are working from home and will continue to do so long term.
• Deal with concerns promptly and proactively before they escalate. This approach can help maintain high standards within the workplace and promptly deal with issues before they get out of hand.
• Implement mandatory periods of annual leave, job rotation and other similar measures to protect against employee fraud.
• Review the financial incentives provided by the employer and consider whether they could in fact encourage employee wrongdoing.
• Ensure employees receive adequate training on the employer’s systems and their obligations under the likes of the Bribery Act 2010.
• Work on creating a culture in which employees feel they can talk to their employer about concerns, such as financial worries. If the employer does not have one it could look at implementing an employee assistance programme.

 To minimise the risk of employees’ actions resulting in fraud by others:

• Make sure employees know that they can speak to their manager if they have concerns or are worried about anything.
• Ensure employees receive adequate training and support.
• Educate employees on the risk of fraud and how fraudsters may target them individually or the employer’s business. 

Whilst a determined and sophisticated fraudster will always find a way, most workplace fraud (committed by or against employees) is often opportunistic and possibly due to lapses in oversight, poor management, or simple human or technology error. Taking a risk-based approach to identifying the greatest areas of risk within a business can help an employer effectively review, monitor, and minimise risk and to put in place the appropriate systems and defences to protect against internal fraud.

 If you would like to discuss the topic of employee fraud, contact employment director, Michael McNally, on 07736617394 or email Michael.McNally@pannonecorporate-com.stackstaging.com

Background

The employee, who is of Pakistani descent and her religion is Islam, was working for a food retail company in the sales team. She pursued a claim for direct discrimination and harassment on the grounds of her race and religion for various matters, including: 

• That she had higher targets than her colleagues and her concerns regarding this were ignored;
• That she was not awarded a salary increase;
• That her manager treated her differently to her colleagues in the way he addressed any performance concerns with her; and 
• That her manager asked her to pick up an item that went against her religious belief, namely a pork product, and allegedly laughed at her when she said it was against her religious belief.

Some of the allegations relied upon were outside of the Tribunal’s time limit, however the Tribunal had to consider all of the allegations to understand whether time should be extended on the basis that the treatment complained of was a ‘continuing act’. 

The ruling

All of the employee’s allegations failed. The Tribunal found that she was not treated differently because of her religious beliefs, nor was she forced to pick up an item that went against her belief or laughed at when she informed her manager that it was against her beliefs.

 Why is it important?

The case is a useful reminder that if a poorly performing employee is the only individual within the company of a certain race or religion, this will not necessarily translate into a claim if an employer can clearly evidence the underperformance.

The allegation that the employee was asked to purchase and handle an item of food that went against her religion is of particular interest. It’s likely that many employers in the food and hospitality industry will come across employees who adhere to certain values or beliefs. This may mean that they don’t consume or handle certain food or drink items for this reason, but who would be expected to handle such items during the ordinary course of their employment. 

This case serves to demonstrate that employers should be aware that there could be a risk of discriminating against employees if they are asked to handle items that go against their religious beliefs and they should be mindful of this when allocating tasks. 

The saving grace for the employer in this case is that no pressure was put on the employee to purchase or handle the pork product. In fact, when the manager in question was informed that this request went against the employee’s religion, he immediately told her he could organise for someone else to source this product, but the employee said she would be willing to do it provided her contact with the item was minimal.

If you would like to discuss any employment related concerns within your workforce, contact Katie Kennedy on Katie.Kennedy@pannonecorporate-com.stackstaging.com or call 07711 767099.

Radhika Das is a Legal Executive in the employment team at Pannone Corporate. In the first in our series, My Life in Law, she tells us more about how she got into the profession and life at the firm.

When did you join Pannone Corporate? I joined Pannone in July 2018, so coming up to three years ago.

What was your role/experience prior to joining? I worked at a large respondent firm in Manchester which provided Employment Tribunal support.

Why did you join Pannone? The Pannone name is really respected in the industry, and I wanted more exposure to a different type of work. In my previous role, I dealt purely with litigation and defending Employment Tribunal claims; at Pannone, I do everything from HR advice, drafting contracts and handbooks and litigation. I have also provided on site HR support to clients.

What route did you go down, in terms of training and qualifications? I graduated with a LLB law degree and went straight into full time employment. I started off doing claimant work for a Trade Union and then moved to respondent work in 2016. I qualified as a Legal Executive in April 2021, after doing three years qualifying employment and submitting a portfolio.

Why did you choose this route? I liked the idea of being able to work in employment law and do my qualification at the same. It’s meant that I have had lots of exposure in employment law.

What is the most satisfying aspect of your job? It always feels great when we get a win at Tribunal. Giving evidence can be tough for the witness, especially when the case is a particularly emotive matter such as a discrimination claim. It is really satisfying when a witness gets through that and gets a judgment in their favour.

What does a typical day look like? It is really varied. One day I could be doing a telephone preliminary hearing, and on the same day I could be advising an employer about whether it is legally safe to dismiss an employee. The next day, I could be meeting with witnesses to take their statements or attending Tribunal – no two days are the same!

 What can lawyers / the legal profession do to better support clients? Does anything need to change? I think technology is the way forward. Everything in our lives is so much more accessible and I think the legal profession still has some work to do in that regard. COVID-19 has certainly raised some challenges for all sectors, but I think some changes may be around to stay – for example, electronic bundles and video hearings, which have worked really well in most circumstances.

Before the coronavirus pandemic began, it was estimated that around 4.6 million people in the UK worked from home. Despite being in the millions, this represented just 14% of the country’s 32.6 million workforce.

Figures from market and consumer data analyst, Statista, show a steady rise in home working over the last few years, growing by 1.69 million since 1998. Fast-forward to 2021 and the ‘WFH’ landscape has changed exponentially, with a reported 60% of the UK’s adult population working remotely. 

COVID-19 has undoubtedly left an indelible mark on the workplace and, despite positive steps being made towards opening up the economy and a return to ‘normal’ working life, businesses have had to adapt to new ways of operating and, importantly, new ways of managing their employees in a remote world.

Technology has clearly played a crucial part in the transition from the office to home, but performance management still remains a ‘hands-on’ task – whether that’s appraisals, reviews with underperforming workers, or rewarding high performing individuals. 

While remote performance can be harder to observe online, or over the phone, the argument for effective feedback, regular conversations about performance – good or bad – and setting clearly defined goals, has never been stronger. These are all fundamentals of good performance management, regardless of the current climate. 

Performance management is both complex and crucial in equal measures, made more so by the experiences of the last 12 months. Many factors need to be taken into consideration to ensure it is delivered effectively, particularly online. In a remote world, it’s all too easy for employees to misinterpret actions, emails and comments, which can result in them believing they are being bullied or discriminated against. What is clear is that the fundamentals of performance management remain important cornerstones of creating an effective, happy and well-run team – whether in the office or at home. 

If you would like to discuss any employment-related concerns within your workforce, contact Katie Kennedy on Katie.Kennedy@pannonecorporate-com.stackstaging.com or call 07711 767099.

The growth in online retail hit a 13-year high in 2020, as bricks and mortar retailers were forced to close their doors for large parts of the year.

The momentum behind eCommerce was already gathering pace, but the global pandemic has only served to accelerate this growth, resulting in an increase in online retail sales of 36% year-on-year in 2020, according to the latest IMRG Capgemini Online Retail Index.

Government-imposed restrictions were debilitating for the high street, but presented online retailers with the upper hand, as consumers continued to move towards digital channels in an attempt to navigate a series of tiered lockdowns.

There’s little doubt that retail in 2020 was fundamentally shaped by the coronavirus. As we continue on the roadmap to recovery, the question now is whether the online momentum can be sustained, and whether online retailers can capitalise on the largest growth seen in the market since 2007.

Data, data, data

While adaptability was crucial in 2020, it’s on the utilisation of customer information that will be key to providing a more personalised and targeted consumer approach moving forward – particularly for retailers trying to harness the last year’s online trading boom now that physical stores are re-opening in the UK.

Even retailers without an online sales platform, such as Primark, often have a strong online presence, utilising social media channels, influencers and online gaming. This can help retailers stay connected with consumers, build a sense of community and loyalty to the brand and maintain a relevance in the virtual world.

The main commercial driver for online expansion, aside from sales, is the collection and utilisation of personal data. But retailers have to be smart to maximise the potential this has and translate it into improvements in the customer journey and, ultimately, sales.

Since the implementation of the GDPR, consumers are increasingly savvy about the monetisation of their personal data and find certain marketing techniques intrusive. The ‘holy grail’ for retailers is to collect personal data in a discrete and authentic manner, whilst still complying with transparency and fairness obligations of the GDPR.

Challenges to online retailers

The challenge for retailers is that many consumers are tired of the over-use of marketing emails, although there is a proven record that these do lead to increased sales. Fairly recent changes to the interpretation of cookies rules in the UK (PECR) have made it harder to set cookies that are beneficial to retailers, rather than merely essential for the operation of the website. Many retailers are not yet completely compliant with these rules, demonstrating the tension between lawful practices and maintaining a competitive advantage.

Under PECR, retailers should obtain opt-in consent before setting cookies which track user behaviour on other websites. What’s more, they should have some form of marketing consent prior to sending any “abandon cart” emails that prompt consumers to complete the checkout process. Collecting this type of data is extremely valuable to retailers and helps inform future product lines, advertising campaigns and business strategy. Clearly, it’s not possible to obtain this kind of detailed personal data in real life – shop assistants are not about to starting following customers down the high street or harassing them to come to the checkout!

However, many retailers are able to combine online behaviour with real life activity to truly monopolise on consumer insights. For example, they can offer free Wi-Fi in-store and link reward cards to online accounts.

As we all adjust to living in the real world again, it will be interesting to see whether the online growth can be maintained and to what extent retailers are able to convert an enhanced online presence into sales in physical stores. Interestingly, the IMRG Capgemini Online Retail Index shows that it was actually multichannel retailers that performed better than online-only counterparts for the first time since 2017, with growth of 57% vs 9.1%.

Over the next 12 months we expect the UK data regulator, the ICO, to have a close eye on the innovative ways in which retailers are collecting data and perhaps start to take action against those who are not fully complying with the requirements of PECR.

If you would like to understand more about the latest regulations on data, email Danielle Amor on danielle.amor@pannonecorporate-com.stackstaging.com or call 07920 237676.

The mental and physical wellbeing of employees will be the biggest HR challenge for businesses in the next 12 months, as concerns grow about the welfare of remote workforces. 

More than half of HR professionals (55%) admit that the issue will be the main focus in the year ahead, with an overwhelming 83% saying they have concerns about the overall mental wellbeing of employees as a result of the pandemic.

According to our survey of HR professionals, carried out during a recent HR Forum, managing the ongoing COVID response, including the Coronavirus Job Retention Scheme (CJRS), redundancies and health and safety, was also a significant HR obstacle. Furthermore, managing change for future working ranked highly amongst HR professionals, as they continue to adjust to a new hybrid of home and office working, the impact on wellbeing, recruitment, flexible working and performance management.

The survey found that a significant number of respondents planned to make permanent operational changes in 2021, as a result of their lockdown experience, with nearly half (44%) intending to introduce flexible working, and a further 44% looking at a working from home model.

Jack Harrington, partner and employment lawyer at Pannone Corporate, commented: “The workplace has changed beyond recognition in the last 12 months, with what were sometimes seen previously as peripheral HR issues being brought to the fore as a result of the pandemic. 

“Unsurprisingly, the majority of HR professionals (94%) anticipate an increase in flexible working requests as restrictions are gradually lifted, with nearly half (44%) planning permanent changes to contracts of employment or HR policies, as businesses continue to adjust to the new ways of working that COVID-19 has forced many employers to adopt.”

Currently, all employees have the legal right to request flexible working – not just parents and carers. Employees must have worked for the same employer for at least 26 weeks to be eligible for making a ‘statutory application’. However, campaigners, including employment and discrimination barristers Ijeoma Omambala QC and Rebecca Tuck QC, presented their ‘Flexible Working Beyond a Crisis’ report, funded by Sir Robert McAlpine, to the Law Commission last month. This follows a six-year campaign to make flexible working a right for everyone from day one. 

Sarah Bazaraa and Alexandria Winstanley, intellectual property and media lawyers at Pannone Corporate

Colin and Cuthbert the Caterpillars have hit the headlines and captured the attention of the nation as M&S issued High Court proceedings to challenge Aldi on its sale of an alleged copycat cake.

M&S is well-known for having a range of successful and hugely popular ‘character’ products such as Colin the Caterpillar and Percy Pig. Colin the Caterpillar is said to have hit the market in 1990 and to have had the same look since around 2004, securing its place as a firm favourite for birthdays and celebrations over the years. Such is this cake’s notoriety, he’s recognisable to many by his first name only.

It has been widely reported that M&S issued High Court proceedings on 14 April 2021 to challenge Aldi’s sales of Cuthbert the Caterpillar on the basis that Aldi’s product ‘rides on the coat tails’ of the success of Colin the Caterpillar. M&S may be concerned that Aldi’s lower priced cake will result in a diversion of sales and undermine the success of its own product.

What protection does M&S have?

M&S seeks to protect its intellectual property rights in relation to its products and brands, including by securing trade mark registrations. Trade mark protection offers brand owners the exclusive right to use the registered marks for the types of goods and services for which they are registered.

In circumstances where M&S can establish a goodwill in the ‘look and feel’ of its products, M&S can also challenge third parties who deal in confusingly similar goods where that conduct misrepresents a commercial connection between them and causes M&S damage.

This isn’t the first time Aldi has found itself in hot water over selling products with names and packaging which are intentionally similar to well-known and established brands. The retailer has taken a tongue-in-cheek, unashamed approach to offering ‘Like Brands, Only Cheaper’, which treads the very fine line between inspiration and intellectual property infringement.

High profile cases have included a successful claim by celebrity makeup artist and beauty brand Charlotte Tilbury in 2019, who won a legal battle against the supermarket for selling £6.99 copies of her Filmstar Bronze & Glow palette which she retails for £49. Other brands have taken a different view. Brewdog perhaps viewed the imitation as flattering when Aldi launched a copycat of their famous Punk IPA. The beer company responded with a spoof Aldi IPA which ended up being stocked in UK and German stores, as well as inspiring an initiative which means a tree is planted for every case sold.

What next for M&S?

If M&S succeeds in its claims, then the retailer may secure an injunction preventing Aldi from marketing or selling the Cuthbert the Caterpillar in future. Any such decision could also serve as a warning message to Aldi and the market more generally that M&S will not tolerate copycat products, which may act as a deterrent in future.  Certainly the dispute has already attracted a lot of high profile attention, meaning that M&S will be educating the public through the PR this case attracts that Aldi’s product is the copycat and M&S’s product the much loved original.

Notwithstanding  the media spotlight and social media memes in this case, there is a serious commercial issue at the core. Retailers and brands understandably want to protect their creative investments, ensure brand loyalty from customers, and maximise their ability to challenge a competitor who oversteps the mark. This high profile example acts as a reminder to retailers and brands to have the proper intellectual property protections in place in order to be able to do so effectively, as well as emphasising the value of an accompanying PR campaign to shine a spotlight on acts of alleged infringement.

Pannone Corporate has advised online fashion giant, Boohoo, on the acquisition of a new £72 million London headquarters.

The Real Estate and Corporate teams acted as legal advisers to Boohoo, which has purchased the high-profile offices previously occupied by Microsoft and Nokia. The team was led by Tim Hamilton, Corporate partner and Gareth Birch, Real Estate associate partner, with support from Barbara Wang, Danielle Amor and Helen Jadhav. Nick Davies, partner at Axis Property Consultancy LLP, acted as property consultant for Boohoo.

The six-story office building located at 10 Great Pulteney Street will become home to all London-based product, marketing, technology and central support teams – approximately 600 staff – as well as offering flexible working for Boohoo staff.

Gareth Birch said: “As a longstanding client, we’re absolutely delighted to have advised Boohoo on the acquisition of such a prestigious building in London’s West End.

“Boohoo is a real success story for Manchester and the North West and this latest move, which bolsters its expanding property portfolio and cements its presence in the capital, is testament to its exceptional growth in recent years and the boom in online retail, particularly over the last 12 months.”

The purchase of the 43,963 sq. ft. building, follows Boohoo’s acquisition of Debenhams out of administration and several Arcadia brands, including Oasis, Warehouse, Dorothy Perkins, Burton and Wallis, which significantly grow its presence in London.

Nick Davies added: “We were delighted to assist Boohoo in securing the premises, given the interest from other high-profile global brands. The premises is in the heart of Soho, providing a vibrant London West End headquarters building and a strong commitment to the city.”

The majority of North West businesses will not make the COVID-19 vaccination mandatory within their organisation, despite the growing debate around ‘no jab, no job’.

As the Government considers plans to introduce COVID certification, as it continues to open up the UK economy, 83% of the region’s business and HR leaders confirmed that they don’t intend to force employees to take up the vaccine, before returning to the office.

In a survey conducted during our recent HR Forum, more than a third of respondents said that staff had indicated they would not take the vaccine, with ‘anti-vax’ beliefs being the biggest driver (50%). Medical reasons (40%) and race (10%) also accounted for the most common reasons why North West employees would refuse to be immunised. 

Adam Pavey, director and employment lawyer at Pannone Corporate, commented: “The issue of COVID vaccinations in the workplace is a highly complex one and a unique problem facing the region’s business and HR leaders. 

“There are a number of employment law implications arising from a mandated vaccine. The law as it currently stands does not give an employer an automatic right to vaccinate. In fact, an employer is not able to force any employee to undertake what is essentially a medical procedure.”

Under the current law, an employer would have to argue that requiring an employee to take a vaccination is a “reasonable instruction”.  If an employee fails to follow this, then it could give rise to a disciplinary issue which may ultimately lead to dismissal.

Pavey added: “Requiring employees to take a vaccine is not automatically a reasonable instruction. There is of course no case law on this point and the employment tribunals have yet to deal with this issue. However, whether the instruction is reasonable will likely depend upon the particular circumstances. For example, an employee who works in the care sector may be seen differently from somebody who is able to work from home.”

Pavey continued: “A mandatory workplace vaccine would undoubtedly give rise to complaints of discrimination. The science indicates that people with certain health issues may have an adverse reaction to the vaccine. It’s likely that many would be classed as disabled and so dismissal for a failure to vaccinate could amount to unlawful discrimination.”

The Wateredge Inn on Ambleside has been sold to The Inn Collection Group for an undisclosed sum.

The Wateredge Inn dates back to the late 17th century and is located in Ambleside on the banks of Lake Windermere in the Lake District. The hotel is well known for its spectacular location and attracts guests from all over the world due to its landmark site. It has been owned by the Cowap family for almost 40 years.

The Inn Collection Group is a rapidly expanding, award winning, Northumberland based pubco who has expanded its presence outside its North East heartland with sites in Lancashire, Cumbria, Yorkshire and County Durham.

The Cowap family, former owners of Wateredge said:

“For 38 years we have been supported by a loyal and dedicated team. We feel the Inn Collection Group will sustain the Wateredge legacy and maintain the uniqueness of the place. We are leaving the business in great hands and would like to thank our fantastic team, customers and suppliers for their support over the years.

“We have received terrific support from the teams at Azets and Pannone Corporate, who helped us navigate and negotiate the transaction. We appreciate the dedication of the team in managing a smooth process throughout and delivering a successful transaction.”

Rob Richardson, Corporate Finance Partner at Azets in Manchester led the deal and provided corporate finance advice while Jenny Pape, tax partner, provided tax advice to the family. Tom Hall, Andrew Walsh and Miranda Foy at Pannone Corporate provided legal advice to the vendor. Julian Troup at Colliers advised the Cowap family.

Rob Richardson, Corporate Finance Partner at Azets, in the North West said:

“We were delighted to advise the Cowap family on their sale to The Inn Collection Group and it’s great to see the success of their business being recognised. Despite the challenges of the pandemic and the uncertain economic outlook for hospitality and leisure businesses, this deal proves that attractive, well managed businesses will always be in demand.  It’s credit to the resilience and enterprise of the North West business community that our teams remain so active.”

Tom Hall, partner at Pannone Corporate said: “This is a fantastic deal for everyone involved and it’s always rewarding to see a strong family business secure its legacy having sold to an ambitious, well-backed buyer like The Inn Collection Group. As the UK’s staycation market looks set to continue to grow, we’d expect an uplift in positive M&A activity across the region’s leisure and hospitality sector.”

The reputation of so called ‘pre-pack’ administrations has not always been positive but, in the right circumstances, they’re an effective way of ensuring the future of an otherwise insolvent business. The mechanism allows a potentially valid company to survive, but relieves it of otherwise debilitating debt.

In the midst of a global pandemic, when otherwise viable businesses are finding themselves in unfamiliar financial territory (in many cases, for no reason other than the impact of the pandemic), the option of restructuring in this way is, unsurprisingly, likely to be attractive. For creditors though, the prospect may not be as appealing.

In recent years, the number of pre-packs has generally been falling – be it because of a negative reputation, a changing regulatory and legal landscape, or the appeal of alternative routes. But, as Government restrictions relating to Covid begin to be lifted – whether that be the furlough scheme, or the kind designed to provide businesses with breathing space to continue operating throughout the pandemic – the prospect of a rise in pre-pack administrations is definitely on the horizon.

It’s perhaps no coincidence that the process has come under Government scrutiny at a time when a pre-pack may be regarded as a ‘quick and easy’ solution for struggling companies. Reforms, which will come into force at the end of April, following lengthy consultation by the Government, are designed to rehabilitate the process. The changes (which introduce an independent evaluator) are likely to make pre-packs less straightforward and potentially more expensive to complete.

The reforms are broadly well intentioned – designed to increase trust in the process and reduce the perceived abuse of the mechanism in the past – they may well prove to be an effective way of shaking off the generally negative perception of pre-packs in some quarters. In the right circumstances, and conducted appropriately, pre-packs have always served as a useful tool. It is to be hoped that these reforms will complement the process rather than hinder it.

Whilst it appears unlikely that the floodgates are about to open, with businesses rushing to complete pre-packs before the changes come into effect, there is a window of opportunity for those considering restructuring and it may be prudent to review potential options in that respect prior to the changes coming into effect.

That said, pre-pack administrations will, of course, continue to be a viable option post 30 April. No doubt the industry will adapt to the reforms and we will continue to see the use of the process in appropriate circumstances.

10 April marks 100 days since the EU/UK Trade and Co-Operation Agreement came into force. Much like the ‘first hundred days’ analysis that follows the start of a leading politician’s term in office, it’s interesting to step back and think about the impact and changes that have, or haven’t, been made since the end of the Brexit transition period on 31 December.

Brexit caused an immediate shock to the import/export market following the end of the transition period in January. The latest export figures issued by the Office for National Statistics (ONS) record that UK goods exports to the EU fell by 40.7 per cent in January, while imports dropped 28.8 per cent. They were the largest declines since comparable records began in 1997.

Additional red tape appears to be hitting food and drink importers and exporters particularly hard (think seafood and wine), whereas the imposition of customs duties and VAT is causing trouble for online retailers.

But has it been as bad as the “Project Fear” predictions? The picture is certainly complicated, with the lingering disruption of COVID-19 and stockpiling in anticipation of the end of the transition period also playing their part. We have not seen the much talked about excessive lorry queues and holding pens in Kent (although there were issues before Christmas when France closed its borders due to the UK COVID variant) and commentators generally expect the initial trading difficulties to iron themselves out over the coming months.

So, what can we expect next, and will the Government be able to shift away from the EU’s general direction of travel?

An interesting insight into UK policy comes in the form of the new “right to repair” rules, which the Government has confirmed will be introduced in the UK this summer. These changes reflect the EU rules which took effect on 1 March throughout the EU, meaning that manufacturers of certain white goods must supply spare parts for up to 10 years, to reduce electrical waste.

The UK was not obliged to adopt these same rules, no longer being a member of EU. However, irrespective of the UK rules, UK-based manufacturers and distributors would still need to comply with the “right to repair” legislation when selling into the EU. The reality of businesses having to operate under two different systems was a headache too soon for many.

While divergence from the EU will be seen over time, the fact is we were never going to see any radical changes in the first 100 days, with sectors still trying to adapt to the free trade agreement. Any move, and additional red tape, would undoubtedly be hugely unpopular with businesses and could put the zero-tariff agreement at risk.

In the short term, the adoption of more EU-led legislation is probable, as the UK has to align with what EU member states are doing. The export figures for January make a compelling case for maintaining the status quo, despite our departure.

Alongside this, there is likely to be a lot of political noise and posturing from the pro-Brexit Government to demonstrate that the UK is not following the EU’s lead. For example, there’s currently a lot of talk about the need to refresh the GDPR – on both sides of the Channel actually. In reality, our ability to substantially depart from the EU’s data protection regime is limited if we want to retain near-frictionless trade. When we consider that it took nearly eight years for the GDPR to be implemented, any such changes would be longer term in any case.

Some short-term certainty will be favoured by most businesses, with few having any real appetite for a drastic overhaul of legislation or introduction of separate UK regulatory regimes in the current climate. For this reason, a review of the first 100 days tells us little we did not already know; a review of the next 10 years will give a fairer assessment.

Jane Shaw, private wealth lawyer and director in the dispute resolution team at law firm, Pannone Corporate, commented:

“Despite a flurry of activity from individuals and business owners in anticipation of changes to CGT and IHT, the Chancellor has unsurprisingly delayed making any big decisions at this point, given that the economy is still in a fragile state. This has provided people with another window of opportunity to prepare and plan forany changes, such as the alignment of CGT and income tax rates, as well as changes to IHT and the introduction of a gift tax for all lifetime gifts over a low threshold.

“While the proposed tax reforms have been kicked into the long grass once again, it’s only a matter of time before CGT and IHT receive the kind of tax treatment that’s been on the cards for the last couple of years, with reports by the Office of Tax Simplification (OTS) and the Wealth Commission amongst others, demonstrating that a move is highly likely. In the last few weeks, an increasing number of people have been setting up Trusts in order to trigger a gain in advance of any CGT rise, or at least putting themselves in a position to pay it should they need to. This trend will undoubtedly continue in anticipation of future changes.

“It’s essential for people to take stock and get their affairs in order if they believe any changes to CGT and IHT are likely to affect them, particularly for those business owners where a third-party sale is on the horizon.

“Despite a recent rush of activity, it’s important to note that individuals and business owners can trigger a gain at any point, by transferring a property or shares to a Trust of which they are the Trustee and the main beneficiary. Where there is a proposed gift – for example, the individual is happy to give the property away – it’s also possible to dispose of that asset to a Trust that they are not a beneficiary of and, as such, ‘holdover’ or defer the CGT charge.”

Pannone Corporate has advised Place Capital Group on the acquisition of Fourth Street Place Consultants.

The corporate team, led by partner Tim Hamilton, advised the housing estate regeneration specialist on its first acquisition as part of an ambitious buy and build strategy.

Fourth Street Place Consultants is a specialist place making consultancy which works with public and private sector clients involved in place making and destination-led developments. As part of the transaction, Fourth Street will retain its own brand and management structure and will continue to serve existing clients, while launching a new expansion plans with the support of Place Capital Group.

Commenting on the acquisition, Tim Hamilton said: “Place Capital Group is an exciting and highly motivated business that is well placed to achieve rapid growth in a vital regeneration sector that is underpinned by a comprehensive national strategy – one that is intended to improve and accelerate estate regeneration schemes to deliver more and better quality housing, drive local growth and improve outcomes for residents.

“Fourth Street lays the perfect foundations for growth and will undoubtedly help to unlock increased market potential, as their complementary expertise are combined to fulfil a growing portfolio of partnering contracts with local authorities and housing associations.”

Place Capital Group, which was formed by David Smith-Milne and Peter Martin in early 2021, works with large public organisations such as local authorities and housing associations through Strategic Development Partnering contracts, applying its expertise and capital solutions to the regeneration of housing estates to create much needed additional affordable and mixed tenure housing.

David Smith-Milne, Place Capital Group Chief Executive, said: “We are delighted to be bringing Fourth Street into the Place Capital Group. The acquisition made perfect sense as the Fourth Street team is totally aligned to our vision to bring excellence and creativity to the regeneration of the UK’s forgotten housing estates.”

Dan Anderson, who formed Fourth Street alongside Jim Roberts in 2012, added: “We were immediately drawn to the Place Capital Group concept – both its commercial structure and its ambitious and transformative vision to bring much needed, imaginative place-making to housing estates across the UK. Through the deal, we retain all that is special and unique about Fourth Street but get the added benefit of being part of an ambitious, challenging and mission-led group structure that will introduce much needed new thinking to the UK’s housing problems.”

Pannone Corporate’s corporate team works with a wide range of clients, including private equity houses and businesses large and small across multiple sectors.

Pannone Corporate has expanded its team with a triple appointment as it looks to strengthen the law firm across its specialisms.

Michael McNally and Adam Pavey have both joined as directors in the Employment and HR team. James Brandwood joins the firm as a Real Estate associate.

Michael and Adam will be responsible for advising clients on all aspects of employment law, including providing regular representation and advocacy in the Employment Tribunal.

Michael, who joins from Freeths LLP in Liverpool, has particular experience in acting for SMEs through to multi-nationals in the manufacturing, transport and logistics, hospitality and leisure and care sectors. Adam was formerly a solicitor at Poole Alcock, where he helped to develop the Cheshire firm’s employment department, with clients spanning a number of sectors. He has a particular specialist interest in healthcare.

Pannone Corporate’s employment team works with a wide range of clients, predominantly those with 400-500 employees across a number of sectors, including social housing, manufacturing, retail and hospitality.

James, who joins from Addleshaw Goddard, will work alongside a highly experienced Real Estate team, led by partner, James Wynne, which advises on a wide range of commercial real estate matters for major property groups, together with national retail and leisure operators. James will be responsible for property acquisitions and disposals, financings, as well as development, landlord and tenant transactions.

Paul Jonson, senior partner at Pannone Corporate, commented: “Both the Employment and Real Estate teams have built up an excellent reputation in recent years for their experience and expertise across their core specialisms. We’re committed to enhancing that offering and the appointment of Michael, Adam and James is testament to that drive and ambition.”

The Real Estate team recently advised Palmbest Limited, part of the Bestway Group of companies, on the acquisition of Staples Corner Shopping Park, leading the £28 million retail park transaction.

A Company Voluntary Arrangement (CVA): a term not necessarily high on the agenda for many businesses, but one that has risen in prominence over the last two years or so, and particularly since March 2020. Most notably on the high street, where retailers have sought to use the arrangement as a means to continue trading in the toughest of conditions.

Increasingly a point of debate and discussion, CVAs were once again thrown into the spotlight earlier this month, when the British Property Federation (BPF) urged the government to overhaul UK insolvency rules.

In a letter to corporate responsibility minister Lord Callanan, the industry group representing landlords questioned the manner in which CVAs have been used more recently. It argued that commercial landlords were being disproportionately impacted by arrangements that can be voted through by other less-affected creditors.

The increased use of CVAs to manage obligations to landlords, in particular, is clearly divisive – driven by a global pandemic that is accelerating the fortunes and misfortunes of many businesses, particularly those on the high street. There are companies that have suffered irreparable damage due to COVID-19; those that have weathered the storm, but have been left with a balance sheet in need of repair; and those that have benefited and seen revenues grow through diversification, or simply by being in the right place at the right time. CVAs have increasingly become an option for those businesses finding themselves in the former two categories.

Whatever your view on the current framework, it’s hard to deny that CVAs have played, and continue to play, a vital role in enabling businesses to continue to operate. Without such arrangements, more retailers would have disappeared from the high street in 2020, with repeated national lockdowns adding even more pressure to cash-stretched and under-capitalised businesses.

COVID-19 has blighted seemingly secure companies and placed them in a position of fragility – a prospect that seemed unfathomable for many 18 months ago. The ongoing restrictions imposed by the government will only make it harder for businesses to gain the kind of financial footing they need in which to attract suitable funding and ultimately recover – whether that’s from lenders or stakeholders. What’s more, there are several issues sitting on the horizon that will only make that recovery more difficult. The furlough scheme has, of course, been extended, but it cannot continue indefinitely.

There are countless deadlines that have been kicked into the long grass – quite rightly, some would say, to provide much-needed respite for struggling companies. These include deferred VAT and PAYE and, more informally in many instances, supplier costs, rental payments and obligations to lenders. Added to that is the ban on commercial landlords evicting tenants. The eviction moratorium has been extended once again until the end of March, together with restrictions on the use of statutory demands and presentation of winding up petitions. Given the current state of affairs, there’s nothing to say that these deadlines won’t be extended further. However, when all of these issues do finally crystallise, it could be particularly difficult for cash-poor businesses with little working capital and growing liabilities.

It’s clear that banks and lenders will be keeping a watchful eye on businesses over the course of 2021, reviewing their financial position and deciding whether further support is justified. The reintroduction of the preferential status enjoyed by HM Revenue and Customs in insolvency is a change that may well force lenders to reassess their position as to financial risk. Under the changes, which came into force at the beginning of December 2020, ‘crown preference’ places the UK tax authority ahead of banks, lenders and other holders of floating charges. This is in respect of certain tax liabilities when it comes to the priority of payments in insolvency proceedings. This potentially significantly weakens the position of lenders in insolvency scenarios.

With so many unknowns and factors outside of the control of businesses, the key is to be prepared, flexible and open to opportunities for restructuring and re-organisation. It’s important for businesses to take a proactive approach, to keep their financial position under ongoing review and consider all of the possibilities potentially available in a timely manner. Waiting in hope will only minimise the options available and force businesses into increasingly difficult choices.

If you would like to discuss business restructuring and re-organisation further, please speak to our insolvency team.

Never has it been easier to buy and sell online. But in a changing world, what considerations do online retailers need to make when selling overseas? Danielle Amor explains to First Voice magazine.

 Danielle Amor, Director in the Commercial Services team, says that moving online has never been easier or been more vital. But, while the internet and social media have opened up a sea of opportunities for independent retailers, the ability to engage with larger audiences outside of the UK is not risk free.

“Trading online has never before offered as much opportunity; but, with cross-border sales comes a host of legal and compliance considerations that every business, large or small, must be aware of. The secret is to start off small – focus on your key markets and set up your online shop to meet those overseas obligations, before branching out further afield.”

Read the full article on the First Voice website.

No one quite envisaged a year like 2020. It threw up a plethora of obstacles and challenges – the likes of which have not been experienced before by many businesses. Bill Dunkerley speaks to First Voice magazine about one particular issue that’s been grabbing the headlines in recent months – business interruption insurance.

So, why has it been dominating the front pages? At the end of last year the Supreme Court heard the appeal of a case initially brought by The Financial Conduct Authority (FCA), concerning the correct interpretation of business interruption insurance policies – with the judgement ruling in favour of businesses on 15th January. Bill Dunkerley, Director in the Regulatory team, considers that it’s a potentially contentious issue and one that many businesses will now be eagerly watching, to see whether the ruling obliges insurers to pay out on claims relating to trade lost during the coronavirus.

“While the most scrupulous of business owners will pore over the finer details, few would have paid close attention to the inclusion, or exclusion, of specific diseases in their business interruption insurance policy. Yet, for many, this particular detail has left them potentially out of pocket and exposed, as a result of Covid -19.”

Read the full article on the First Voice website.

Once again, the controversial topic of ‘wealth tax’ has reared its head – this time as a potential solution to the ever-increasing bill caused by the coronavirus pandemic.

The Wealth Tax Commission believes that a one-off tax on millionaire couples – taxing those households an extra 1% above a £1 million threshold – could raise £260 billion over five years.

The Commission has suggested that this would prevent the need to increase income tax or VAT, as the government desperately searches for answers on how to repair UK public finances that have been battered by COVID-19. In the last nine months, the government has reportedly spent £280 billion in a bid to conquer the pandemic and support the UK economy. 

While the mere notion of a ‘wealth tax’ is likely to cause great concern amongst those above the threshold, the idea is fraught with problems – one of the reasons why, to date, it has not been introduced. 

Firstly, it would represent a double charge – unfairly taxing money that’s already been subject to tax. This could include income, property or assets that people buy. Secondly, there has been little agreement so far on what the threshold should be. While the Wealth Tax Commission has said £1 million – which would include all assets such as main homes and pension pots, as well as business and financial wealth – this would capture a significant number of people who would not regard themselves as HNW individuals, particularly in the likes of London, where property prices are so inflated. In addition, it would also include any UK resident, including ‘non-doms’, which in itself is steeped in controversy. 

Most experts agree that it would be too complicated to enforce, with the valuation of assets alone causing a considerable headache – meaning people would be required to declare their assets every single year. However, the idea of a wealth tax is not unrealistic and is reasonably common in other European jurisdictions, such as France. But, in its current format it would create significant issues. 

It’s very clear that the level of public spending is unsustainable. While the idea of a ‘wealth tax’ may disappear once again only to appear again in a few years’ time, what it does signal is that change is on the horizon. Next year’s Budget is set to impact on current inheritance tax (IHT) and capital gains tax (CGT) arrangements. 

A number of reviews, commissioned by the Chancellor, have already suggested that changes need to be made to how these taxes are administered – it’s only a matter of time before we see rate increases by the government. 

For example, the Office of Tax Simplification and an All-Party Working Group of MPs, have both suggested changes to IHT, that could impact HNW individuals and business owners if they were to be implemented – with one recommendation stating that all life-time gifts over a modest, but increased, annual allowance should immediately attract IHT and no business property relief should be available.  

The writing is on the wall. There will be changes to the current tax regime. As such, it’s essential that people review their affairs, prioritise estates planning, and put structures in place before any amendments are made. In the past, when significant tax changes have been announced, the cut off date for making plans to mitigate those amendments is the date of the Budget itself – once that happens, the opportunity is lost. Clients need to take advice now. Waiting until the Chancellor makes an announcement in the Spring, regarding specific tax changes, will be too late. 

If you would like further advice on tax planning, speak to our private client team.

A staple in every employment contract, the non-compete clause serves to act as a deterrent for any employee looking to jump ship and set up a similar business in direct competition with their former employer.

Despite being somewhat difficult to enforce, it’s their mere presence in a contract of employment that makes them as effective as they are, particularly when coupled with other clauses, such as confidentiality and protection of intellectual property.

However, there are two schools of thought emerging on the non-compete clause – one that thinks they’re an essential way of protecting a business, by deterring employees from taking ideas, clients and staff to set up shop round the corner within a certain period of time; and then another, which believes that the contractual clause is actually stifling entrepreneurship, particularly in the technology sector, inhibiting economic growth and innovation.

According to reports, the government falls into the latter and will launch a public consultation within days to determine what changes need to be made to non-compete clauses, and to make it harder for employers to block staff from leaving to set up rival companies, in an effort to nurture more start-up businesses.

Apparently, the government is concerned that current use of the clauses is thwarting workers from leaving jobs and setting up their own businesses. As such, ministers are looking at whether reform in this area could enable free movement of future talent – as seen in California and, more specifically, Silicon Valley.

For many business owners, the thought of diluting such a clause, regardless of how difficult it is to enforce, is a worrying one – particularly smaller businesses that don’t have the means to challenge employees who go on to set up rival companies. Importantly, ministers are not expected to ban non-compete clauses altogether, but instead focus on whether they are well targeted and reasonable.

Regardless of the outcome, the fact still remains that the detail within an employment contract is crucial – not only in protecting a business, but also employee rights. We see time and again the value in getting contract wording right. Nothing can be put down to interpretation; nothing can be stretched to fit a certain situation; you have to have an employment contract that is properly drafted to enable an employer to show that the restriction goes no further than is necessary to protect its legitimate business interests. This point was illustrated in the recent case of Gemini Europe Ltd v Sawyer where the High Court agreed to uphold an interim injunction, enforcing a nine-month non-compete clause in a former employee’s contract of employment. This centred on the managing director of Gemini, a company that operates in the emerging and highly lucrative cryptocurrencies sector, leaving the business and joining a competitor three days after his employment came to an end.

Despite a complex contractual arrangement, the court found in favour of the business and was satisfied that the contract was valid, enforceable and that Gemini was entitled to protect confidential information which would have given the competitor an unfair advantage.

Whether a government-inspired public consultation will lead to a reform of non-competing clauses is yet to be seen, but what it does emphasise is the importance of regularly reviewing employee contracts to ensure that not only their restrictive covenant clauses are appropriate and reasonable, but also the confidentiality provisions are up-to-date and relevant.

What’s more, any changes to non-compete clauses can only serve to emphasise and heighten the significance of other clauses contained within employment contracts, such as confidentiality and protection of intellectual property.

If you would like further information on ensuring your employment contracts are watertight, contact our employment team.

“A Member State may not prohibit the marketing of cannabidiol (CBD) lawfully produced in another Member State when it is extracted from the Cannabis sativa plant in its entirety and not solely from its fibre and seeds”. – the European Court of Justice (ECJ)

Beleaguered by a patchwork of regulation and shifting goalposts, these words from came as music to the ears of the burgeoning CBD industry in Europe.

Background

The case followed the criminal conviction of the directors of a French vaping company, prosecuted following the use of CBD extracted from hemp plants (including their leaves and flowers) lawfully grown in the Czech Republic.

French legislation prohibits the marketing of CBD lawfully produced in another member state when it is extracted from the cannabis sativa plant in its entirety.  Current law allows only the commercial use of hemp fibres and seeds.

The French Court asked the ECJ to determine whether its domestic laws were compatible with the free movement of goods.

The ruling

The ECJ determined that free movement of goods should apply to CBD.  Importantly, this was decided on the basis that CBD is not a narcotic (which of course cannot benefit from such freedom).

The ECJ ruled that member states cannot prohibit the marketing of CBD, lawfully produced in another member state when that CBD is extracted from the cannabis sativa plant as a whole.  Such a prohibition can only be justified by the objective of protecting public health but countries should not go beyond what is necessary in order to achieve this.  Member states wishing to introduce such rules must assess available scientific data to ensure that any risk to health alleged is real and not based solely on hypothetical considerations.  A prohibition will only be lawful if that risk is sufficiently established.

Why is this important?

In our last newsletter, we reported on the shockwaves created when the European Commission paused all novel food applications for naturally occurring CBD products.

The FSA’s position is now entirely in line with that of the ECJ.  In making its recent decision, the court concluded that:-

• The (natural) CBD product in issue did not appear to have any psychotropic effect or any harmful effect on human health.
• Synthetic CBD would be allowed under French law but has the same properties as the banned natural substance. From a public health perspective, there was no difference between the two.
• According to the current state of scientific knowledge, the CBD in this case appeared to have no psychotropic effect or any harmful impact to humans.

In celebrating the result, Managing Director of the European Industrial Hemp Association Lorenza Romanese welcomed the ruling noting that, in her view, what the European hemp sector needs now is “a fair and coherent legal framework”.

What next?

The Commission has confirmed it, “takes note of the Court’s ruling…and will carefully assess the judgment”.  Its approach to the paused novel food applications will no doubt await events at the UN in early December when the UN is due to vote on a World Health Organisation (WHO) recommendation that cannabis be reclassified under the Convention – it is currently in the same category as cocaine and heroin.

A WHO scientific working group has examined the risks of CBD, cannabis and THC and concluded that the current classification could not be justified.  WHO also recommends that preparations with a THC content below 0.2% should be excluded from the Convention altogether.

In the meantime, those placing products on the UK market can enjoy the relative certainty of the timetable set out by the FSA earlier this year. In summary:-

• all CBD products currently on sale can remain so until 31 March 2021, by which time the CBD ingredient must be subject to a valid novel food application. The products can then remain on sale until the application is determined;
• if no application is made, the products should be withdrawn from sale;
• no new products should be placed on the market now.

From April 2021, the FSA will encourage Trading Standards to take enforcement action against businesses contravening the above position.  As a result of this clear framework, it is anticipated that the UK market will begin to flourish ahead of its European counterparts.

If you have any questions about this update or the use of CBD in food and beverages, please contact Rhian Greaves in our Regulatory team.

The British high street has seen a number of significant casualties over the course of 2020, as the sector has faced unprecedented challenges – a word too often overused during the pandemic, but one that is fitting given the strain businesses have been put under.

National and localised lockdowns have forced non-essential retailers to close their doors for significant periods, while reopening has triggered restrictions on capacity and extensive store remodelling to manage footfall in a safe and controlled way.

One of the many high-profile retailers to suffer at the hands of COVID-19 is Edinburgh Woollen Mill – which, together with Ponden Home, called in administrators earlier this month [November], as it closed 56 stores with job losses reaching more than 900. It’s difficult in the current economic climate to point to anything other than the global pandemic as the cause of EWM’s demise, but it does appear that the trading conditions caused by the coronavirus, and the subsequent lockdowns, have primarily led to Edinburgh Woollen Mill’s administration. Comments from the administrators suggest that the brand was trading well pre-pandemic, but the strain of the last six to seven months seems to have created irreparable issues.

The perception is that Edinburgh Woollen Mill’s primary target demographic has either been reluctant or unable – particularly in the case of stores based in tourist-dependent locations – to return to stores because of the pandemic and the restrictions imposed as a result of it. In that respect, the pandemic has clearly been a very significant factor in the situation reaching this point.

Other brands in the EWM Group have also fallen victim to COVID-19, with Jaeger and Peacocks also going into administration only last week [19 November], placing 4,700 jobs at risk. The loss of three brands under one group may be seen as somewhat surprising. At this time of the year, I would expect to see retail businesses attempt to ‘hang on’ in the hope that Christmas trading might improve their position. Clearly, EWM, Jaeger and Peacocks did not feel that was viable here – most likely because of the continuing uncertainty around what impact the restrictions will have moving into December.

Planning and anticipating the future is almost nigh-on impossible in 2020. But, when asked recently by Retail Gazette, ‘does Edinburgh Woollen Mill have a future in the UK?’, my immediate response was, ‘I certainly hope so’. The administrators are trading a significant proportion of the business and continue to look for a buyer. By closing 56 stores, which it’s assumed were underperforming, the business should now be a more attractive proposition for a potential buyer.

The fact of the matter is there’s clearly value in the brand. It’s well-known, with strong customer recognition and trust, which is extremely valuable in the retail sector. There’s an opportunity here for any potential buyer to restructure and streamline the business with a view to trading the brand successfully moving forward.

And that is the key for many retailers that are struggling during irrepressible trading conditions. Businesses and their directors should be alive to the possibility of taking action to restructure or streamline their position before formal insolvency becomes inevitable. There are a number of ways to achieve that – administration isn’t the only option. We’ve seen a significant number of CVAs in the retail sector over the last six to 12 months and there will undoubtedly be more looking at this option. CVAs are often attractive because they allow businesses to minimise the issues that loss-making stores are causing them, while focusing on the sites that are more profitable. Restructuring outside of a CVA/formal process is also a viable option and I’m sure businesses will be reviewing all of their options in that respect.

The decision to go into insolvency will not have been taken lightly by EWM. Whilst the administrators have indicated that the pre-pandemic trading performance was good, it’s probably fair to say that this was a business facing familiar problems caused by the general decline of the high street. Those issues will have been significantly exacerbated when COVID-19 struck. The immediate closure by the administrators suggests that those sites were either trading at a loss, breaking even, or operating at only a small profit. It would then have taken only a few weeks’ reduced income for those stores to become something of a millstone for the rest of the business.

The challenges that Edinburgh Woollen Mill is facing are the same for the majority of the retail sector –  a significant reduction in income and uncertain trading conditions moving forward. Unfortunately, as a result, I would expect to see an increase in retail insolvencies in due course. However, I don’t think we will see that immediately. A lot of retailers, if they’re able to do so, will try and continue operating over Christmas in the hope that will bring increased income. The extension of the furlough scheme until March 2021 will also be crucial for many retailers – it has clearly enabled many businesses to weather the storm so far.

At some point, however, businesses will have to reckon with the end of government support and an increase in creditor pressure. The reduction in income suffered over the course of this pandemic will not make that easy. Nothing is inevitable, and the hope would be that businesses can find restructuring solutions which will prevent them from going out of business entirely, but an increase in insolvency numbers over the next 6 to 12 months does look likely at this point.

Daniel Clarke is Associate Partner, Corporate Services, at Pannone Corporate

Palmbest confirms £28m retail park acquisition

The business has completed the purchase of Staples Corner Shopping Park

Palmbest Limited, part of the Bestway Group of companies, has acquired the 50,500 sq ft site on the Edgware Road. With tenants including Decathlon, Wren Kitchens, Bensons, Argos and HomeSense, the high footfall out-of-town retail scheme is adjacent to the entrance of the future Brent Cross West Thameslink Station.

The Bestway Group is a multinational group of companies which is also the owner of the adjoining four-acre site.

KLM Retail completed the marketing and sale for the vendors. KLM Retail’s Jonathan Perkins said: “The scheme attracted numerous investors and developers, not only due to its reputation as an iconic retailing destination, but also due to the potential future residential value of the site given its close proximity to the new Thameslink station opening next door in 2022.

“This asset is a good example of the resilience and agility of the retail warehousing sector given the continued strong trading performances of the stores; the flexibility for the retailers to use their stores for online fulfilment; and the adaptability of the buildings in the future should other more valuable uses present themselves.”

Pannone Corporate advised Palmbest Limited.  Real estate associate partner, Gareth Birch represented the seller and led the deal. He added: “Palmbest is a strong property business with big growth ambitions. We take a commercial approach to any transaction we’re involved with and in this instance, we were able to lead the acquisition negotiations, as well as handling the legal aspects against a very demanding timeline. The deal is a great result for everyone involved.”

Commenting on the acquisition, Zahir Fazaldin, Head of Property at Bestway said: “The sentiment around retail parks is positive, and Staples Corner is home to some high profile and long established tenant companies that have traded relatively well throughout what has been a very challenging year. The location and connectivity of this site together with its strategic value made this a compelling acquisition for us.”

Chambers and Partners identifies the best law firms globally, from multi-nationals to boutiques. Underpinned by independent research and analysis of feedback from clients, peers and the wider market, Chambers produces annual rankings of teams and individuals according to their area of specialism.

The rankings take into account: client service; technical legal ability; depth of team; commercial vision and business understanding; diligence and value for money. The results of Chambers 2021 have been announced with strong results for individual lawyers and departments at Pannone Corporate.

Commenting on this year’s results, senior partner Paul Jonson said: “Pannone Corporate is punching well above its weight in this year’s Chambers rankings. When you compare our team to the firms ranked at the same level as us, we have nearly twice as many individuals named – as a proportion of our headcount – than our closest regional counterpart.

“I’d like to congratulate the colleagues who have been recognised and our team as a whole. Our people are our greatest asset. Put them together, and it creates something that is even more compelling than the sum of its parts.”

The rankings 

This week marks the start of “Make a Will” month; a date which occurs each October as a way of raising awareness for people to take control of their estate planning and make this a priority.

It’s an important reminder because even though most of us understand that engaging a solicitor to draft a Will has tangible benefits and will reduce stress for loved ones, it’s the kind of planning which people can put off until a later date.

This year is different. In challenging times, naturally people consider their personal position and finances, as well as reflecting on what they can do to help support those that matter most to them. In 2020, we’ve spent more time at home than ever before, so people are looking to get their own house in order as a result. The data backs this up with online searches for ‘making a will’ reaching an all-time high this year.

The benefits of engaging a solicitor to ensure you have a properly drafted Will are clear:

1. it is the only way to ensure that the right people benefit from your estate at the right time;
2. your estate will pay the minimum amount of inheritance tax; and
3. it can avoid disputes in relation to your estate which are stressful, emotional and costly for all involved.

Who is best placed to help make difficult decisions?  

In business and life, we look to the trusted and knowledgeable people around us for their support in taking decisive action.

Careful consideration should be given to who is best placed to be appointed as your executors and trustees. Making a Will gives you the opportunity to choose the experienced advisors or knowledgeable relatives who will be able to make important decisions and ensure everything runs as smoothly as possible.

Trustees will be able to maximise the value of your assets for the benefit of your family. Without a Will it may be left to inexperienced family members to deal with your affairs at a difficult time when there are many other things they’ll need to consider.

A Will is especially important for anyone involved in running a family business or who has a significant estate. Both circumstances can make the administration of an estate more complex and a Will makes a difficult time easier for those left behind. A well-drafted Will also ensures assets pass tax-efficiently.

Who would you like to benefit?  

The main objective of estate planning is to make sure that your assets pass efficiently to the people you want them to. Preparing your Will is the only way to guarantee that your personal and financial affairs will be handled in line with your wishes, and that only the people you want to benefit from your estate will do so.

Making a Will is sometimes the only way to ensure that certain loved ones receive a share of your estate after you have died. For example, if you wish for your unmarried partner to benefit from your estate in any shape or form, preparing a Will is the only way to make sure that this happens. If you die without a valid Will your estate would be distributed in accordance with the intestacy rules which do not recognise unmarried partners.

Have your circumstances changed?  

Significant life events such as divorce or remarriage should prompt you to review your Will. This is because the act of marriage revokes any Will you may already have in place and divorce, too, has an impact on any existing Will.

If your personal circumstances change, you should seek advice and consider putting a new Will in place. In any event, we recommend reviewing your Will every five years so that your Will remains fit for your circumstances.

If you would like to discuss your existing Will or make a new Will please get in touch with Jane Shaw or Fiona Bushell.

We make it our business to understand business – translating law into opportunity, growth and compliance for our clients. That’s why the Legal 500 acts as such an important resource to us as a firm. Badged as the ‘client’s guide to the best law firms’, it’s the emphasis on ‘clients’ that makes it so relevant to Pannone Corporate.

The Legal 500 rankings for 2021 – highlighting the practice area teams who are providing the highest quality legal advice – have now been published and feature Pannone Corporate in 17 specialist areas of law. This includes Tier 1 listings for our contentious trusts and probate, media and entertainment, and debt recovery teams. With two partners making the ‘Hall of Fame’, seven being chosen as ‘leading individuals’, two as ‘next generation partners’, and five ranked as ‘rising stars’, the latest Legal 500 rankings make for positive reading for the firm.

So, after months of detailed analysis of law firm submissions and thousands of interviews with GCs and private practice lawyers, what did they say about us?

Debt recovery

Praised for offering ‘the knowledge and ability that debt recovery agencies are lacking’, while being ‘extremely knowledgeable’ and always willing to ‘go the extra mile’, our debt recovery team is primarily focused on business-to-business debt issues but is also engaged in all types of debt recovery processes.

‘I have worked with this team for a couple of years and their responsibility and commitment to work is extraordinary.’

Media and entertainment

Described as ‘outstanding’ with a ‘deep understanding of how the media operates’, the media and entertainment team covers both contentious and non-contentious matters, with their expertise encompassing advertising and marketing, defamation and reputation management, as well as expertise across sponsorship, merchandising, social media, publishing and brand protection matters, among others.

‘I do not recall being more impressed with a team that I have not worked with before. Their work ethic, insight and dedication to the client make them a joy to work with.’

Contentious trusts and probate

The contentious trusts and probate team acts in a variety of mid- and high-net-worth estate and trust disputes. It represents an assortment of regional and national clients, as well as an increasing number of international clients. Acting for claimants, executors and beneficiaries in a variety of claims under the Inheritance Act is also a key area of strength.

‘Calm, experienced and well suited to high-value cases with a personal or emotional element… excellent at dealing with difficult or unusual lay clients.’

Employment

 Best known for advising clients on TUPE matters, particularly in the context of outsourcing and in-sourcing, the employment team regularly advises clients in the social housing sector on the TUPE issues which arise from local authority procurement. In addition, the department assists multinational corporations, large public sector organisations and SMEs on a range of matters, including HR support for disciplinary action, grievance investigations, and hearings.

‘A talented and highly responsive team of lawyers who have diverse backgrounds and knowledge and can give you speedy professional advice and guidance.’

Health and safety

The team deals with both contentious and non-contentious health and safety matters, excelling in the care, retail, logistics, social housing, minerals, manufacturing and food industries sectors. The regulatory practice is well-versed in the areas of corporate manslaughter, gross negligence manslaughter, coroner’s inquests, food, fire and product safety, as well as environmental law issues.

‘It is good to have a diverse mix of core skills, which Pannone offers. Their specialist knowledge of the minerals sector is supported by the addition of a range of specialisms within their portfolio.’

Intellectual property

 Offering a ‘high standard of service and commerciality’, the team specialises in contentious matters, such as trade mark, passing off and copyright disputes, in addition to search orders and injunctive relief. Other areas of specialism include brand licensing, sponsorship and merchandising agreements, technology and patent licensing, as well as research and development agreements. Franchise litigation and disputes related to employee breaches of restrictive covenants are also key offerings for the team.

‘The quality is clear to see. They have strength at all levels. They are a top IP litigation team that can compete with any other.’

IT and telecoms 

The team is engaged in a broad array of IT contract work, including disputes, with specific examples including development, implementation, data centre, hosting and support and maintenance agreements. Further expertise covers data protection, software as a service, software licences and outsourcing, with clients including e-commerce businesses and providers of IT hardware and software, technology and applications.

Personal tax, trusts and probate

The team advises mid- and high-net-worth individuals on wills, trusts and estate issues and general succession planning matters, with particular expertise in lifetime tax planning mandates for entrepreneurs, prominent business owners and non-UK domiciled clients.

Experienced in and ‘well capable of dealing with high-value trusts and estates.’

Professional negligence 

The professional negligence team, which is part of the wider litigation practice, is primarily claimant-side. The team acts against a wide range of professionals, including tax professionals, accountants, solicitors, architects and surveyors. The practice also acts for defendants where there is no insurance or the insurance that is in place does not cover the .

‘This is a highly efficient team, which brings focused intellect and expertise to any case they are retained in.’

Commercial litigation

The litigation and dispute resolution practice handles a range of commercial disputes, with particular experience in the retail, industrial, manufacturing, engineering and recruitment sectors. The team also has a breadth of expertise in commercial, corporate, real estate and commercial fraud matters, together with professional negligence claims, judicial review applications and partnership disputes.

‘Collaborative, approachable and solution-driven.‘

Property litigation

The team, regarded as having ‘the resources and technical skills to handle all sorts of cases, up to large and complex High Court trials’, has a wealth of experience handling disputes such as nuisance and contaminated land claims, contested lease renewals and dilapidation claims, together with a record of work on guarantee claims and matters relating to breach of covenant.

‘Strongly recommended. They are a go-to firm for all kinds of commercial and residential property disputes.’

Charities

The team’s charity and not-for-profit offering draws expertise from our commercial, corporate governance, finance, real estate, IP, IT, dispute resolution and employment departments, and advise clients on a broad range of issues.

Planning and environment

The team undertakes contentious and non-contentious planning and environment work for clients, advising on criminal investigations and proceedings and environmental permissions as well as providing support to the corporate and real estate departments on transactions. Strategic advisory work is another cornerstone of the practice.

Commercial property

The ‘very professional and personable’ team works with a range of clients in the leisure, retail and logistics sectors, regularly advising on commercial property joint ventures and acquisitions.

‘Very good at planning the issues and helping clients to understand any problems.’

Corporate and commercial

The team is acclaimed for its ‘highly knowledgeable and flexible’ service. Its corporate offering handles mid-market M&A and private equity, while the commercial team addresses a broad variety of agreements, including manufacturing, supply and procurement, distribution, outsourcing and joint venture contracts. The team is particularly active in the manufacturing, technology, IT, retail and oil and gas sectors.

‘They manage to combine that quality and professionalism with a very down to earth and approachable attitude, and I wouldn’t hesitate to recommend.’

Insolvency and corporate recovery

The team is highly experienced in supporting businesses and their directors through financially challenging situations and “offers longstanding experience in insolvency and corporate recovery matters.”

The practice is active in contentious and non-contentious restructuring work, with advice given to directors, creditors and lenders.

Credited as being “academically gifted with lots of commercial nous”, the team will advise businesses on exactly what to expect from an insolvency or restructuring process and how to best manage it, with clarity and support for directors to fulfil their responsibilities and statutory duties throughout.

Construction

The construction team provides clients with comprehensive support, which includes advice on contract formation and representation in disputes. The firm acts for both claimants and respondents in adjudications and is also sought out in arbitration and litigation cases. The team’s sector expertise includes power, transport and rail, as well as experience in contentious and non-contentious construction matters.

‘The small team compares favourably and even betters City of London Silver Circle peers for a fraction of the price.’