LCF In The Media June 2022 by LCFPrint

IN THE MEDIA JUNE 2022

FIRM WIDE

Hat-trick of new partners at LCF Law

Yorkshire law firm LCF Law has appointed three new partners after promoting Roger Raper and James Austin, as well as recruiting experienced private client lawyer Haroon Qayum. The trio are based across the firm’s Leeds and Harrogate offices. Roger Raper (pictured, left) has worked in LCF Law’s disputes team, in Leeds city centre, for nine years. He advises companies and individuals on all types of commercial disputes. Last month, he successfully won a claim, following a repudiatory breach of contract by the defendant, and secured a judgement for full damages claimed and indemnity costs for his client, utilising Part 36 of the civil procedure rules. Other past successes include winning a trial for a multi-track claim for breach of contract relating to the supply of electrical components, involving an assessment of jurisdictional issues and the defence of a £2 million counter claim. He also regularly advises on disputes involving company shareholders.

James Austin (pictured, right) joined LCF Law in 2017 and is an experienced employment lawyer based at LCF Law’s Harrogate office. He advises small businesses through to large companies on all aspects of employment law and works across all industries, with particular expertise in the manufacturing, healthcare, education and charities sectors. Austin recently led an employer through a large-scale restructure, which involved changing the roles of over half the workforce. He provided advice on the legal aspects of the reorganisation, as well as guiding the client through the soft HR issues and promoting the new roles to employees to make the process less daunting. He also regularly advises clients that are moving staff to homeworking and hybrid working models. Haroon Qayum (pictured, middle) now leads LCF Law’s personal law team in Harrogate, and is experienced in advising families and individuals on all aspects of private client law, including the drafting of wills and trusts, administration of estates, lasting powers of attorney, inheritance and estate tax planning.

FIRM WIDE

He is a full member of the Society of Trust and Estate Practitioners and holds the professional body’s advanced certificates for advising the family business and cross-border estates. He is returning to his Yorkshire roots after spending the past decade working in Cambridgeshire and the West Midlands. He is former president of the Cambridgeshire and District Law Society and most recently he led the private client department at a longstanding, 100-year-old, law firm. Qayum said: “I’m delighted to return home to Yorkshire with my wife and 11-week-old son, and excited to be joining LCF Law, a wellestablished and ambitious law firm with a fantastic reputation. I am looking forward to working alongside and helping to grow the talented and highly regarded personal law team at LCF Law and building on our client base and presence in Harrogate and North Yorkshire.” “I also plan to develop our offering of strategic succession planning for families with cross-border assets and family businesses.” Simon Stell, managing partner at LCF Law, commented: “James and Roger are long serving members of our team who are renowned for offering high quality, straightforward advice to clients that genuinely adds value. They walk in their clients’ shoes and their combined legal experience and client focussed approach makes them valuable members of LCF Law. It is a pleasure to be able to reward their hard work with these promotions. “Haroon is experienced in advising clients on all aspects of estate planning and non-contentious private client work. He has previously led a successful private client department, and is a welcome addition to our team, as we attract impressive numbers of new clients throughout Harrogate and beyond.”

ALSO APPEARED IN • Yorkshire Insider Daily • The Stray Ferret • Insider Media Limited • The Yorkshire Times • BusinessDesk • Business Link • Yorkshire Post • Business Growth Network News • Technical Caps READ ARTICLE ONLINE

CORPORATE, COMMERCIAL & EMPLOYMENT

Dealmakers recognised in prestigious awards

The sterling work of the region’s dealmaking community was recognised at Insider’s South Yorkshire Dealmakers Awards 2022. Last night’s ceremony was held at Mercure Sheffield St Paul’s Hotel and celebrated the top deals of the last 12 months, the companies which made them happen and the individuals who worked around the clock to get them over the line. The awards also gave a nod to the talented entrepreneurs who, through their successful businesses, have created jobs and prosperity. The event was compered by Hal Cruttenden and sponsored by BHP, Castle Square Corporate Finance Ltd, Freeths LLP, HSBC UK and ThinCats. Corporate Finance Advisory Firm of the Year Sponsored by Freeths LLP Winner: BHP In what has been a very active year for BHP, the judges commended the volume and quality of the deals the firm has led over the qualifying period, as well as the talented team behind the transactions, which continues to grow. The company completed 25 deals with a combined value well in excess of £200m.

Shortlisted: Castle Square Corporate Finance Ltd Hentons Corporate Finance Shorts Deal of the Year (up to £2.5m) Winner: Management buyout (MBO) of Airflow World Group (Hentons Corporate Finance, Taylor & Emmet) The MBO of Airflow World Group, an industrial oven manufacturer in Sheffield, was completed by Samantha Hancock-Ridge and Gary Clark, who have worked at the company for a total of 35 years. The judges were impressed by the business partners’ efforts and hailed it as a regional success story supported by local dealmakers. Shortlisted: Acquisition of AppToPay by Secure Trust Bank (DLA Piper, LCF Law) Funding round completed by Mindtech Global (NPIF – Mercia Equity Finance, Deeptech Labs, In-Q-Tel)

CORPORATE, COMMERCIAL & EMPLOYMENT

Corporate Law Firm of the Year Sponsored by BHP Winner: Freeths LLP Freeths has advised on 25 transactions during the qualifying period. The judges were impressed by the work Freeths has done to build its portfolio of good quality regional deals, reflected in the standard of its submission. They added that Freeths is very active in the marketplace, generating plenty of deals and working hard to build its profile in such a competitive landscape. Shortlisted: DLA Piper Knights CMS

Emerging Dealmaker of the Year Winner: Tom Haywood, Taylor & Emmet Tom has completed ten deals over the qualifying period. The judges took into consideration the complexity of deals that Tom has been involved with, and the standard to which they were delivered, and described Taylor & Emmet as a “strong local law firm”. They added that recognising Tom here tonight will support him as he emerges in the field. Shortlisted: Russell Bainbridge, Knights Connor Marshall, Shorts Joe Briggs, BHP Joe Potts, Castle Square Corporate Finance Ltd

Mid-Market Deal of the Year (£2.5m-£10m) Sponsored by ThinCats Winner: Acquisition of 3G Truck and Trailer Parts (BHP, Knights, HSBC UK, Gordons, Schofield Sweeney) In a deal which saw the Rotherham company purchased by its original investors and Thos Winnard & Sons after being sold to TVS Europe Distribution in 2020, the judges highlighted the competitive and complex nature of the sales process and commended the knowledge and expertise of the local dealmakers involved. Shortlisted: Sale of Build-Lite to employee ownership trust (EOT) (Hentons Corporate Finance, Leonard Curtis Legal) Acquisition of 3Squared by EPM Group (Shorts, Addleshaw Goddard)

National/International Deal of the Year Winner: Acquisition of PEAK Pipe Systems by Simona Group (DLA Piper, Dow Schofield Watts, Mazars, Brachers) PEAK Pipe Systems has become part of Germany’s Simona Group in this strategic and synergistic cross-border deal. The judges said that PEAK Pipe Systems has done very well to generate revenues of around €40m euros with 66 employees. The deal itself is set to provide an opportunity for ongoing investment and growth in the long-established business, within Europe and the Middle East. Shortlisted: MBO of Direct Valeting (Castle Square Corporate Finance Ltd, Alcentra, Progeny Law, Capel, NatWest) Acquisition of Lifting Gear by Axel Johnson (BHP, Knights, Grant Thornton, NR Barton, Pinsent Masons)

Funder of the Year Winner: Shawbrook Shawbrook was praised for the work it has done in supporting local businesses in what has been a challenging couple of years for the economy. It was also commended for the fantastic deals it has delivered over the qualifying period. The company recently expanded its corporate lending team to increase its regional support. The team has provided more than £79m of funding for businesses in Yorkshire over the last 12 months. Shortlisted: HSBC UK Santander ThinCats

Dealmaker of the Year Sponsored by HSBC UK Winner: Don Gray, BHP Don was recognised by the judges for the role he’s played in BHP’s successful deals activity over the qualifying period, adding that he’s been pivotal in strengthening the business over the last few years. He was also praised for originating deals and the collaborative work he does with the local dealmaking community. Shortlisted: Patrick Lynch, Castle Square Corporate Finance Ltd Kevin Davies, BHP Andy Ryder, Shorts Paul Trudgill, Knights

CORPORATE, COMMERCIAL & EMPLOYMENT

Deal of the Year (£10m+) Winner: Acquisition of Hydro-X by Marlowe (BHP, DLA Piper, Fieldfisher) Software specialist Marlowe acquired the Sheffield-based water treatment and hygiene company for £30m. The deal is set to create cross-selling opportunities as well as a number of scale efficiencies. The judges commended the scale and complexity associated with such a transaction, as well as the efforts of the local dealmakers. Shortlisted: Acquisition of HodgeClemco by SurfacePrep (Freeths LLP, BHP, Gibson Dunn) Acquisition of the Floow by Otonomo (Freeths LLP, Osborne Clark, Allen & Overy, Latham & Watkins, Cavendish, PwC, KPMG) £11m fundraise by Additive Manufacturing Technologies (AMT) (Freeths LLP, BHP, Foresight Group, DSM Venturing, Midwest Additive Ventures, NPIF – Mercia Equity Finance) Lifetime Achievement Award Sponsored by Castle Square Corporate Finance Ltd Winner: David Forrest, BHP David, known as DF to many, has provided what he calls the ‘grey hair’ in the BHP team for many years, until last year when he decided to take a step back from the corporate finance world after decades of successful and loyal service. READ ARTICLE ONLINE

CORPORATE, COMMERCIAL & EMPLOYMENT

What you need to consider when selling a business

YOU want to sell your business but how do you want to sell it? If the business operates through a limited company, you’ll have the option of a share or asset sale. If you’re a sole trader or partnership, you’ll be limited to an asset sale. The buyer will have their own preference and the eventual structure will be influenced as much by bargaining position as tax planning, risk management and administrative ease. Both structures achieve the objective of the buyer gaining control of the business however, there are fundamental differences between the two and it’s always sensible to take tax advice before settling on one. * What’s a share purchase?The buyer acquires the entire corporate entity - assets and liabilities - and assumes responsibility for the company with a clean break for the seller. Provided any property is held in the company’s name there should be no need to transfer the premises. Employee contracts should be unaffected. You may pay capital gains tax on the sale, but this could be reduced through entrepreneur’s relief.

* What’s an asset purchase? With an asset purchase the issue of exactly which assets, rights and liabilities transfer to the buyer will be a matter for the parties to negotiate. A buyer with a strong negotiating position will want to cherry-pick the assets they wish to take on and leave behind those they don’t want. As the buyer tends to leave the seller with any undesirable assets or liabilities, together with any unidentified liabilities, the level of due diligence required tends to be lower. If you have employees, TUPE regulations will apply, and you’ll need to take employment advice. You’ll likely also need to deal with transferring the business premises to the buyer. In addition, if you’re selling the assets of a limited company, you’ll need to work out how to extract the cash and wind up the company. * Agree a price Valuers and agents have various methodologies for valuing your business dependant on factors such as business sector and the economic climate but ultimately, it’s worth what someone is willing to pay. When you accept an offer, make sure you understand the basis of the offer, how and when it will be paid and how much you’ll end up with after tax and expenses.

CORPORATE, COMMERCIAL & EMPLOYMENT

* How are you going to be paid? The simplest mechanism would be cash on completion but that puts all of the risk on the buyer and therefore they may look at other options. * What’s deferred cash? The cash could be spread over several years, but you as the seller will still need to pay the tax up-front. There’s also the risk that you don’t get paid which can be mitigated against by taking security or quasi security such as guarantees. *What are loan notes? Another form of deferred consideration, in essence an ‘I owe you’ from buyer to seller. Usually be repayable in instalments in accordance with an agreed payment schedule or payment may be triggered by performance criteria. They can be secured or unsecured and carry interest or be interest free. Tax treatment of loan notes can be complex but can be beneficial to a seller so it’s advisable to take tax advice.

* Prepare for due diligence A sale takes time, generally we’re talking weeks and months, but the sooner you start getting ‘sale ready’ the better the chance of achieving the price you’re looking for and the process being smooth and less stressful. Collate relevant business and customer contracts, employment contracts, leases, bank documents, accounts and management information and ask appropriate questions of relevant people, including professional advisors, insurers, co-sellers and directors, landlords and lenders for example, but you don’t have to tell staff straight away! Get your statutory filings and company books in order, make sure clients and customers are engaged and on up-to-date terms and conditions. * Instruct a lawyer with relevant experience in mergers and acquisitions. There are plenty of advisors who may ‘dabble’ outside their specialism but when you’re selling what may be your life’s work it’s not worth the risk.

* What’s an earn-out? This means you don’t get the full amount straight away and the amount that you eventually receive will be dependent on the performance of the business after completion - which adds to your risk that you don’t get paid what you’re expecting. It’s often the case that you’ll need to continue to work in the business after completion to help achieve an earn out target.

* For more information email corporate solicitor Brad Stewart at LCF Law at bstewart@lcf.co.uk or call (01274) 848 800.

* Talk to your accountant. Do this early and prior to agreeing details which may be legally binding. Make sure your accounting records are up to date and if the purchase price you’ve agreed is to be adjusted against completion balance sheet targets; make sure you’re agreeing realistic targets. Your accountant should advise on the preparation of completion accounts or recommend an accountant who can, and help with tax planning. If you’re planning on retiring post-sale, they may help in putting in place inheritance tax planning to deal with the sale proceeds.

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LCF Law has offices in Bradford, Ilkley, Leeds and Harrogate. Visit lcf.co.uk

• Bradford T&A (print) • Business Up North READ ARTICLE ONLINE

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CORPORATE, COMMERCIAL & EMPLOYMENT

Candid PR Yellow News Yorkshire Post 14/06/2022 6 18534 636.1600

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Candid PR Yellow News Harrogate Advertiser Series 23/06/2022 45 9726 1008.3300

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Changes to divorce law should reduce acrimony

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Tom Edwards advice on £3k extension having to be torn down

A couple who built an extension in their garden will have to tear it down after losing a battle with the council.

No complaints had been made by neighbours and two letters of support for the couple had been submitted.

James Bevis and his partner Louise spent £3,000 constructing their extension four year ago with no objections from neighbours in Dalkeith, Scotland.

The couple appealed the decision to the Scottish Government who have now upheld the council ruling.

They had built the garage and sunroom to give their twin teenage daughters more space to spend time with friends. But they were left stunned when Midlothian Council refused to grant them retrospective planning permission and ordered them to remove the building and materials from the garden. Decking which the couple also installed in the garden, which extends to the front of the property, was earlier granted planning permission. An enforcement notice threatened them with a £50,000 fine if they did not comply and said if the building was allowed to remain it would ‘undermine’ public confidence in planning policy.

They now have until August 23 to knock down the garage and sunroom. Speaking earlier, James, 52, who is a joiner to trade, said: “We read the planning rules and did not think it needed planning permission so were surprised when we were told we needed to apply, but all the advice we were given suggested it would be okay. “We held our hands up to the mistake but when the planning officer came out it was clear she was not happy with anything we had done. “She even accused us of thinking because we had bought an ex-council house we could do what we wanted.

DISPUTES

“All our neighbours are supportive and can’t believe the actions of the council, there are plenty of other houses around with extensions which are also forward of the houses but they all seem to be fine.” Louise, 44, added: “The enforcement notice was really intimidating telling us we could be fined up to £50,000. It is frightening and we feel we are being victimised. What are your rights? When it comes to a neighbour’s extension or building works, there are a few common causes of discord.Overstepping property boundaries is a common problem, and it’s important to check where the boundary lies to see whose land the works are taking place on.You can buy these for as little as £3 from Land Registry.Meanwhile, the Party Wall Act 1996 is a piece of legislation designed to prevent and resolve disputes between neighbours over building or digging work that affects a party wall. Tom Edwards, partner in property disputes at LCF Law, said works within six metres of an adjoining home could fall within the act, which means neighbours must be given written notice.He said: “Owners can also acquire rights to light over time. If you’ve had the benefit of natural light to your property for 20 years or more, even if it’s not in your deeds, it can become your legal right.” “We are really hoping common sense prevails here and the Scottish Government reporter will see this is not anything other than an improvement to the garden.”

In their enforcement notice, Midlothian Council said: “Its continuing presence on the land is in conflict with the democratic, planning, decision making process and would thereby undermine the credibility of the planning system and public trust in its outcomes.” The council added the Covid-19 pandemic had caused delays in them reaching a conclusion in the case which has been running since 2019. In a written ruling, government reporter Euan McLaughlin said: “I note that the appellant has previously submitted a planning application for the unauthorised building which has been refused by the council. “The enforcement notice sets out the steps required to be undertaken to remedy this breach, which is effectively to restore the land to its condition before the breach took place. “In my view these steps are not excessive and there are no less onerous steps which would remedy the breach of control.” READ ARTICLE ONLINE