The corporate team from the Manchester office of national law-firm, Shoosmiths has advised private medical insurance broker Chase Templeton on its 16th strategic acquisition this year, the largest to-date for the company.

This latest acquisition in a string of deals sees Chase Templeton acquiring private medical insurance consultancy, Consilium Employee Benefits. The acquisition is bringing in over £14,000,000 of additional annual premium income (API), taking the overall total of API acquired by Chase Templeton during 2015 to £35m.

The Shoosmiths' Manchester team has advised Chase Templeton on more than 50 acquisitions since the private health insurance specialist secured investment from Palatine Private Equity in 2013. Chase Templeton, which is headquartered in Darwen, Lancashire and works with insurers including Aviva and Bupa, is now the biggest consolidator in its market, having brought in a raft of private medical insurance brokers and books of insurance business.

The acquisition of Consilium Employee Benefits will further strengthen Chase Templeton's corporate and SME client credentials and bolster its team of expert intermediaries. This deal now represents the largest acquisition completed by Chase Templeton, having overtaken the acquisition of Atlas Consulting Group which added £13.8 million of API to the business in August this year.

The series of acquisitions has contributed to Chase Templeton's substantial growth in annual premium income, turnover and profitability. The combined business now has over £125m in API, protects over 110,000 lives and employs nearly 100 staff who serve in excess of 35,000 corporate and individual clients.

Shoosmiths' corporate partner, Karen Procter - who has worked with Chase Templeton closely since 2012 - and associate Benjamin Dredge, advised on the acquisition of Consilium Employee Benefits.

Shoosmiths' Karen Procter, said: 'Advising on more than 50 deals for Chase Templeton has enabled our two teams to develop an excellent working relationship and it is fantastic for us to see Chase Templeton growing so rapidly in-line with their strategic objectives. This latest acquisition, the largest we have advised on and the second major deal for Chase Templeton this year, will significantly enhance their presence in their target SME marketplace. We now look forward to supporting the company further as we look ahead to 2016.'

Warren Dickson, chief executive of Chase Templeton, said: 'This was a complex and protracted deal the successful conclusion of which was in part down to the dedication and expertise of the Shoosmiths team. On more than one occasion they went beyond the call of duty to ensure both we and the vendor secured a satisfactory outcome.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths works with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in second place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

Shoosmiths LLP advised the shareholders and the management team of Mortgages Made Easy Limited on the acquisition of Contractor Financials Limited and the additional investment for growth by Livingbridge.

Headquartered in Whiteley, Hampshire, Mortgages Made Easy is one of the UK's leading providers of broking services for mortgages and related financial products to the contractor freelancing industry. The company was established by Sat Singh in 2004 who continues to run the business alongside a core management team consisting of Taj Kang and Andy McBride. The combined business will employ over 130 staff and it is anticipated that it will deliver over 7,000 mortgages a year to contractors and freelancers across the country.

The investment by Livingbridge will allow for further growth of the group to achieve its aim to become one of the top three national brokers in the UK (non Estate Agency led).

Sean Wright of Shoosmiths led the deal, supported by partner Lynn Knight, Lisa Sigalet and Ross Lang (corporate) and Janet Dalton (regulatory).

Sat Singh (CEO) commented: 'Shoosmiths provided an excellent service to the shareholders and management throughout the process. Sean and the team worked to tight deadlines, giving commercial and concise advice during a complex and multi-faceted transaction. The entire team worked tirelessly with constant good humour and I would thoroughly recommend them.'

The lead advisers for the exiting shareholder and the management team were Spectrum Corporate Finance LLP (Clive Hatchard, Ian Milne and Bilal Hasan).

Sean Wright commented: 'This was a great transaction to work on, with a strong and experienced management team who, alongside Livingbridge, will continue to build and evolve Contractor Mortgages Made Easy and Contractor Financials. I have no doubt this will prove to be a successful venture.'

Shoosmiths' corporate team has a strong track record of advising public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

The national corporate team has recently been placed second by deal volume in Experian's UK Deal Review and Advisor League Table.

National law firm Shoosmiths has advised the management team of 23.5 Degrees on the equity investment by Connection Capital and bank loan facilities from Royal Bank of Scotland totalling £15.3 million to fund the acquisition of 16 new Starbucks stores.

23.5 Degrees Limited is Starbucks' first franchisee globally. The company has been allocated a developmental territory including Oxfordshire, Berkshire, Surrey, Hampshire, Wiltshire, Cambridgeshire, Norfolk, Hertfordshire, Essex and Dorset as well as 23 boroughs within the Greater London area.

The investment will help drive forward their ambitions plans for growth. The company currently operates 13 stores with plans to announce further openings by the end of the year. With no restriction on the asset type of stores available, there is potential for significant ongoing expansion throughout the franchise territory.

The deal - which took six months complete - was highly complex with Shoosmiths advising managers Anil Patil, Mark Hepburn and James Garner on the funding and equity arrangements. The Shoosmiths team worked closely with the advisors for all parties, in a collaborative process to achieve a seamless transaction.

Shoosmiths corporate partner, Mark Shepherd, led the deal and was supported by partner Stephen Porter and solicitor Ross Lang (corporate), partner Linda Williams and solicitor Anna Voss (banking) and partner Stuart Lawrenson (employment).

Anil Patil, co-founder and executive director of 23.5 degrees, said: 'Our management team is grateful for the advice and expertise of Mark and the team at Shoosmiths. This has been a complex and lengthy transaction but their professionalism and collaborative approach to working has ensured a successful deal for all parties.'

Shoosmiths Mark Shepherd, commented: 'It has been a pleasure to advise 23.5 degrees on such an important deal that is set to more than double the amount of stores they operate in the UK. We wish them all the best in the future and look forward to following their success.'

Shoosmiths' corporate team has a strong track record of advising public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

The Home Office is focussing on the prevention of illegal working. Are your practices for checking right to work documents up to date and being adhered to?

As an employer, you may be liable to a civil penalty of up to £20,000 for each illegal worker if you fail to carry out the necessary checks on individuals before they commence work and are found to be employing someone who doesn't have the right to work in the UK.

Also, knowingly employing an illegal worker, regardless of whether you have conducted documents checks, is a criminal offence and could result in up to 2 years' imprisonment and/or an unlimited fine.

This particularly impacts the healthcare sector due to the number of individuals employed. There is also increased risk to service users if the employer has not completed the correct checks as it may not be possible to verify an individual's identity or qualifications. This poses potential safeguarding risks, reputational damage and could impact disclosure requirements for future tenders.

How to conduct checks

Employers should conduct right to work checks on all potential employees before employment commences - do not make assumptions.

To prevent the risk of discrimination, you should treat all job applicants in the same way during recruitment.

1. Obtain. Obtain original documents from the list of acceptable documents produced by the Home Office, which is periodically revised and updated.
2. Check. Employers bear some responsibility for ensuring that the document is genuine and has not been tampered with. To discharge this burden, you must check:that the names, photographs (with the persons appearance) and dates are consistent across documents, to detect potential fraudulent documents, and that the expiry dates in date and any work restrictions permit them to undertake the work on offer;
3. Copy. Make a clear copy of each document, which cannot later be altered, and retain the copy (electronically or in hardcopy), ensuring that you record the date of the check. The requirement for copying differs depending on the document checked. You must retain copies securely for not less than 2 years after employment has ended.

Employers beware...

1. The requirement to check an employee's right to work does not end at the point of recruitment. Follow up checks can be required e.g. when permissions to work expires. You must have a system in place to allow you to monitor when repeat checks are required. If you fail to carry out repeat checks when they are required, you will no longer benefit from the statutory excuse and may be liable for a civil penalty and/or prosecution.
2. Where transfers of employees can feature on a regular basis, checking that transferring employees have the right to work can often be overlooked. As the new employer, this is your responsibility. Although you have a grace period of 60 days from the date of the transfer to correctly carry out the right to work checks on all transferring employees.

Summary

As an employer failure to undertake the correct checks can result in civil and criminal prosecutions. In order to avoid these penalties it is important to ensure that:

1. you do not make assumptions about a person's right to work or their immigration status on the basis of their colour, nationality, ethnic origins, accent or length of time they have been resident in the UK;
2. you have systems and processes in place to check and retain copies of the correct right to work documentation; and
3. any procedures in place are reviewed and updated to take into account the latest Home Office requirements.

For further information or guidance please contact Jennifer Featherstone, a member of the Shoosmiths' business-immigration team or a member of the healthcare team on healthcare@shoosmiths.co.uk.

The Government has introduced legislation to remove assignment restrictions within contracts which have the effect of preventing access to receivables finance.

Receivables (rights to future payments) are often viewed as an asset that can be used to raise finance whether through an assignment by way of security or the outright sale of the receivable(s) under a factoring or invoice discounting facility.

In December 2014, the Government published a consultation paper entitled, 'Nullification of Ban on Invoice Assignment Clauses', as a result of the credit crunch and a need to help small and medium sized enterprises (SMEs) raise finance through alternative means than the usual working capital and/or term loan facilities. The intention was, among other things, to void provisions that prevent the assignment of receivables as a method to raise finance.

The effect of non-assignment provisions

Often the rights of parties to commercial contracts, including the right to receive payment, are restricted from being assigned by the terms of the contract. These restrictions, whether specific to the right to receive a payment or in respect of the entire contract, will prevent the receivable from being assigned (either legally or in equity) and will often also prevent a charge being granted in respect of that underlying receivable. This may prevent SMEs from raising finance using such receivables as security or through their sale or reduce the amount of finance available to SMEs through invoice finance.

Where there are prohibitions on assignment under commercial contracts, a funder will have a concern that it may be difficult for them (as assignee) of a receivable to collect it if the business assigning the receivable (as assignor) is in financial difficulty. Under the terms of the underlying contract through which the receivable arises, the debtor would be under no obligation to pay the finance provider directly. As such the receivable would remain an asset of the 'assignor' and on administration, to the extent a debenture is granted to the funder, the receivable may constitute a floating charge asset with all the inherent issues surrounding such assets.

The New Legislation

The Government's proposals to increase the availability of finance to SMEs are set out in the following:

• section 1 of the Small Business, Enterprise and Employment Act 2015 (the Act), in force from May 2015, which enables regulations to be made to introduce a ban on certain assignment restrictions
• The Business Contract Terms (Restrictions on Assignment of Receivables) Regulations 2015 (the Regulations), currently in draft form, which will bring the ban into effect

Essentially, in certain circumstances, clauses which prevent assignment of a receivable in a contract between businesses will be unenforceable. The prohibition on assignment would still be valid in the context of the assignability of other rights but, simply, not in respect of the right to receive payment.

This will provide a welcome solution to SMEs looking to raise finance through the sale of such receivables.

The Act

Section 1 of the Act, not specifically limited to SMEs, addresses restrictions in contracts which prevent the assignment of debts.

It provides that the appropriate authority (which, in the case of England and Wales, is the Secretary of State) may make regulations to ensure that any non-assignment of receivables term of a relevant contract would either:

• have no effect
• have no effect in relation to certain parties
• have effect in relation to certain parties only for specific purposes

The Act further provides that a 'relevant contract' includes:

• contracts for goods, services or intangible assets (including intellectual property) but which are not excluded financial services contracts (see below)
• contracts where at least one of the parties has entered into it in connection with the carrying on of a business

'Financial services contracts' are defined as:

• contracts for financial services (broadly, incorporating a comprehensive list of insurance or banking activities, including retail, trading and investment activity)
• a regulated agreement within the meaning of the Consumer Credit Act 1974
• any prescribed by the regulations made under the Act

Ambiguity in the legislation

There are many ambiguities in the Act, including the following:

• It does not refer to security over receivables but only 'assignments'
• The title of the legislation itself is aimed at SMEs although the legislation does not specifically consider the size of the business. It does exclude contracts with consumers and, since the Act came into force, the Secretary of State has confirmed that section 1 will apply to any size of business. However, it is still unclear whether it would apply to a business contract between non corporate entities
• The Government has now confirmed that section 1 of the Act will only apply to business contracts governed by English law and where one of the businesses trade within the UK
• One would assume that, whilst the underlying debt of a contract may now be assignable, the debtor will retain their right to apply set off albeit that the Act is silent on this

Effect on receivable finance providers

Unless the ambiguity in the legislation is clarified by the final form of the Regulations, it is likely that receivable finance providers will continue to rely on their lawyers to advise them on the implications of funding receivables arising under certain contracts.

In particular, with set off provisions remaining as a valid right of a debtor, a funder will need to consider carefully the implications of this when purchasing a debt or advancing funds against a debt as security. Similarly, where the contract under which the debt arises is with a party based overseas it is still advisable that local advice from a suitably qualified advisor in the relevant jurisdiction is taken.
The prohibition will not be retrospective and as such will not save a funder where a contract containing a ban on assignment clause pre-dates the commencement of the Regulations.

National law firm Shoosmiths has advised the shareholders of Ludendo Enterprises UK Limited (LEUK) on the sale of the entire issued share capital of the trading group that operated under the world famous 'Hamleys' brand.

Family run business Ludendo has a portfolio of over 300 stores including toy retailers La Grande Récré and Franz Carl Weber. Shoosmiths acted for the management team of the Hamleys group in 2012 when it was bought by LEUK in a £60m deal.

Shoosmiths has a long standing relationship with Hamleys and its shareholders. The deal was co-led by corporate partner Sean Wright and senior associate Tim Moss with support from solicitor Emma Livesey. The Shoosmiths team also drew from specialist expertise across the firm including Real Estate (Jo McGuiness - Client Partner), Tax (Tom Rank) and Intellectual Property (Gary Assim) to complete the complex cross-border deal.

The business sold its entire issued share capital of Hamleys to Chinese footwear retailer, C Banner International Holdings Limited.

Alasdair Dunn, Deputy CEO at The Hamleys Group, said:

'As longstanding legal partners of Hamleys, Shoosmiths were the clear preference to act as legal advisor when the shareholders decided to sell their shares in Hamleys. Once again they provided a professional, responsive and expert service that we could confidently rely on. We would like to express our sincere thanks to the Shoosmiths team for their work, which greatly helped in ensuring a successful sale.'

Shoosmiths corporate partner, Sean Wright, commented:

'This was a complex and challenging transaction, and we drew on expertise from across the business to achieve this excellent result for our client. We wish all parties involved every success for the future.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths works with businesses from start up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, whether by way of sale, listing or private equity investment.

The national corporate team was recently crowned 'Law Firm of the Year' at the M&A Awards 2015 and has been placed second by deal volume in Experian's UK Deal Review and Advisor League Table.

National law firm Shoosmiths has advised Truworths International ('Truworths') on the acquisition of an 88.9% stake in fashion footwear chain Office Retail Group ('Office').

The deal value is R5.5 billion (£256 million) and marks the South African fashion retailing group's entry in to the UK retail market.

The deal completed on 4 December. The business has been acquired from investment funds advised by European private equity group, Silverfleet Capital, and the management of Office. Management have reinvested a portion of their proceeds from the sale to retain an 11.1% shareholding in the business. Truworths has the option to buy the shares owned by management in a three to five year period after the acquisition.

Truworths CEO, Michael Mark, said the acquisition provides Truworths with access to the UK and continental European retail markets and the opportunity to diversify the group's customer base and earnings.

Office is the leading young fashion footwear retailer in the UK and Ireland, trading under the Office brand and specialist brands Poste (men's footwear), Poste Mistress (ladies footwear) and Offspring (sports footwear). Office has 109 stores in the UK and the Republic of Ireland and 47 concessions in high profile retailers Selfridges, Topshop and House of Fraser. The business started its expansion into continental Europe in 2014 and currently has six stores in Germany. Office also operates a successful e-commerce business which now accounts for approximately 20% of sales. In the year to January 2015, Office generated sales of £270.2 million (R [5.8] billion).

Following the acquisition, approximately 35% of the group's revenue will be generated outside of South Africa, and approximately 54% will be generated from cash sales.

The transaction will be funded through R3.6 billion in cash and £100 million of debt funding to refinance existing Office debt and provide working capital facilities. The acquisition will be effected through a Truworths' subsidiary that is resident and managed in the UK.

Shoosmiths was recommended to Truworths by leading South African law firm ENSafrica through global professional business network, the World Services Group (WSG). ENSafrica has been advising Truworths in Southern Africa for many years.

Teams from across Shoosmiths' range of commercial practice groups - including corporate teams in Manchester, Birmingham and Milton Keynes - advised Truworths on the transaction. Corporate senior associate Sarah Thawley and associate Claire Checketts worked on the acquisition and management equity arrangements, respectively.

Truworths CEO Michael Mark said: 'Our partnership with Shoosmiths was key to Truworths successfully navigating the numerous legal and practical complexities relating to the acquisition and the funding thereof. Their versatility, thoroughness and accessibility throughout the process contributed greatly to the timeous conclusion of the transaction. The Shoosmiths team played a most important role in ensuring the work being carried out by the various advisers associated with the acquisition proceeded in a well-co-ordinated and informed manner.'

Shoosmiths corporate partner, Kieran Toal, said: 'It is a pleasure for us to advise Truworths on this globally significant acquisition and we very much appreciate being recommended as a law firm with strong retail expertise through the World Services Group. This has been a heavily partner-led transaction. Given this is Truworths' first European acquisition and Office has such a large footprint, a number of our teams have been involved in working very hard to get this deal over the line. We wish Truworths every success in their investment in to Office.'

This week Shoosmiths won 'UK Law Firm of the Year' at Legal Week's British Legal Awards and the national corporate team has been placed second by deal volume in Experian's UK Deal Review and Advisor League Table. Shoosmiths was also crowned 'Law Firm of the Year' at the M&A Awards 2015.

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Large companies will soon be subject to additional reporting regulations in their dealings with small businesses.

This measure forms part of the government's drive to help small organisations tackle late and poor payment practices they may face when dealing with large organisations.

Reporting obligations

From April 2016, large companies will be required to report on their payment practices and policies twice a year.

An indicative format for the report has been published by the government which highlights the type of information that large organisations will be required to report on, including:

• standard payment terms, including any changes to these in the last reporting period
• the average time taken to pay invoices
• the proportion of invoices paid beyond agreed terms
• the proportion of invoices paid in 30 days or less, paid between 31-60 days and paid beyond 60 days
• the amount of late payment interest owed and paid
• whether financial incentives were required to join or remain on supplier lists
• the availability of e-invoicing, supply chain finance and preferred supplier lists
• dispute resolution processes
• membership of a payment code

It is expected that large organisations will be required to publish the reports on their websites.

The purpose of publishing such reports is to increase transparency and comparability in the payment practices of large organisations. The publication of this information will also highlight those businesses with good payment practices whilst raising awareness of those whose payment practices are poor.

Impact

At present, it is anticipated that the reporting regulations will apply to large private companies, large LLPs and large quoted companies. However, until the regulations are published, the full extent of the proposals and their impact on the organisations that will be caught by them are unknown.

The government has indicated that these companies will be required to report on their payment practices and policies from April 2016.

Given such a short timescale to proposed implementation, large organisations should be keeping abreast of developments in this area and looking at their own payment practices which may soon be in the spotlight.

It is clear from the measures being introduced that the government is set on tackling what it perceives as late and poor payment practices and large organisations should be preparing for this extra level of scrutiny in their dealings with small businesses.

The private equity team at national law firm Shoosmiths has advised funds managed by Palatine Private Equity on the management buyout (MBO) of Gusto Restaurants and Bars from restaurant group Living Ventures.

Manchester based private equity partner Mark Dawson led Shoosmiths' advisory team with corporate advice from private equity partner Kieran Toal, senior associate Alex Lilley and solicitor Kelly Harvey and banking advice from partner Liz Sweeney and associate Ruth Evans.

Palatine's investment will enable Gusto to grow including launching a new flagship restaurant in Manchester. Gusto currently has nine restaurants in UK city centres, employing over 400 staff.

Commenting on the deal, Dawson said: "Gusto is an ambitious business with a successful brand which is well positioned to expand in the next few years. This investment will enable it to venture into new locations with the benefit of additional funding, as well as retaining the guidance from "key" non-executive directors. It is great to see quality North West based businesses receiving private equity backing for a growth agenda."

Gusto was established in 2007 following a relaunch from Est Est Est, is looking to open more restaurants across the UK over the next three to four years.

The Living Ventures Group was founded in 1999 by CEO Tim Bacon and Commercial Director Jeremy Roberts. The Group which owns other well-known brands including Blackhouse, Australasia, Artisan, The Alchemist and Manchester House recorded group sales of £65m in the year to March 2014 - a 36% increase on the previous year.

Both Bacon and Roberts have invested in the new Gusto business and will stay on as non-executive directors. Gusto's Managing Director Sue Crimes and Operations Director Tony Griffin will join the board, with Palatine's managing partner, Gary Tipper, and investment director Beth Houghton, who led the investment process completing the team. Bacon and the Living Ventures team are currently featuring in a BBC 2 documentary "Restaurant Wars - The Battle for Manchester" pitting their new Manchester House restaurant and its Michelin Star Chef Aiden Byrne against another Manchester restaurant and chef.

Shoosmiths legal due diligence for the transaction was provided by: tax (Tom Wilde), commercial (Rob Cruise), employment (Danielle Ingham and Sarah Booth), pensions (Paul Carney), environmental (Sophie Wilkinson), regulatory (Hayley Saunders), intellectual property (Jo Joyce), data protection (Aisling Duffy) and property (James Wynne, Helen Spink and Lida Khanverdi).

Hundreds of jobs have been saved just a week before Christmas at a UK interior furnishings company, after a rescue deal was struck with administrators of Laidlaw Interiors Group.

National law firm Shoosmiths led the deal which ensured that 370 workers whose jobs were under threat after administrators were called in will now remain employed.

The firm provided insolvency and restructuring advice to Valtegra - a European-based privately held investment company - as part of its acquisition of part of the Laidlaw Interiors Group, from administrators at Deloitte LLP.

The acquisition, which included Laidlaw's Longden Doors, Cubicle Systems, Fitzpatrick and Komfort divisions, was funded by Valtegra which has provided significant investment to develop and strengthen those businesses.

Francis Milner, of Valtegra said: 'We recognised that there were viable businesses within the Laidlaw Interiors Group. We have a management team in place in each of the divisions which I am confident will enable us to create profitable and sustainable businesses going forward. This is a further exciting investment for us and a strong indication of our support for UK manufacturing.'

The Shoosmiths team was led by insolvency Partner James Keates, Senior Associate Aaron Harlow, and Solicitor Natalia Tombs.

The team worked against tight deadlines on a complex transaction, in order to complete the deal and secure the future of the business and the employment of its staff before the Christmas period.

Aaron Harlow of Shoosmiths said: 'We were pleased to be able to work again with the Valtegra team in closing this transaction, which has saved many jobs in the week before Christmas. This investment will be a further boost for UK industry. This is our second successful deal for Valtegra this year, having completed a similar transaction in November.'

Shoosmiths' corporate team has advised public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

The national corporate team has been placed second by deal volume in Experian's UK Deal Review and Advisor League Table and eighth by deal volume in Europe. The firm recently won Law Firm of the Year at both the British Legal and M&A Awards 2015.

National law firm Shoosmiths has advised TH Real Estate (THRE) on the disposal of Festival Place Shopping Centre in Basingstoke, one of the UK's largest single site real estate deals of 2015.

Shoosmiths, newly confirmed as UK Law Firm of the Year in the 2015 British Legal Awards, was appointed by THRE to act on the sale having been involved on the scheme since acting on its purchase in 2012. The 1.1m sq. ft. shopping centre was acquired by AEW Europe.

Festival Place is a dominant town centre scheme with a strong line-up of anchor tenants, including Debenhams and Marks and Spencer, and other national and international brands, including Next, Apple, H&M, Zara and New Look.

The centre also has a significant leisure offer with a ten screen Vue multiplex cinema and around 20 restaurants.

The Shoosmiths team - led by real estate partners David Morley and Nathan Rees - comprised more than 25 legal advisors from across a number of practice groups. The buyer was advised by Mayer Brown (led by real estate partner Chris Harvey and corporate senior associate Dominic Palmer)

Commenting on the deal, David Morley said: 'We were delighted to be given the opportunity to assist TH Real Estate on this significant deal. Our appointment is testament to the excellent relationship we have established with this client and validates our focus on providing exceptional client service in all areas. Top tier investment deals like this are firmly in our sights and this one clearly demonstrates our capabilities in this market as well as being reflective of Shoosmiths' progress and growth over recent years. I have to add that the Mayer Brown team were a pleasure to deal with. Both firms worked together constructively throughout, which greatly assisted in getting the deal over the line'

Shoosmiths has consolidated its position at the top of the latest M&A adviser league tables, published by market research firm Experian.

New Experian figures, which cover deal activity throughout 2015, show Shoosmiths in joint first place, alongside Gateley, with both firms having advised on 148 UK deals in the calendar year.

In a year when nationwide deal volumes increased by 10.3%, Shoosmiths registered a 23% jump (up from 120 in 2014). In doing so, the firm, recently crowned as the UK Law Firm of the Year, moved up from 2014's 2nd place ranking to claim a share of the top spot.

Commenting on the rankings, Chris Garnett, head of the corporate practice group at Shoosmiths, said:

'I am delighted with the latest Experian results because they highlight how we have continued to steadily grow market share through doing a superb job for our clients and putting them at the centre of everything we do. The sheer number of deals we handle enables us to continually refine and improve the way we manage transactions and support our clients through the deal process. More efficient project management - borne out of experience - may not sound incredibly exciting but I believe it has proved critical to delivering the level of fantastic service which clients rightly demand.'

As well as the 10% deal volume increase, Experian also recorded a 56% jump in deal values, as activity returned to pre-recession levels.

Chris Garnett added:

'With deal activity back to pre-recession levels, it would be tempting to make optimistic noises about 2016 being a bumper year. The early signs are encouraging but the last recession has taught most corporate lawyers to exercise a little caution when looking beyond the next quarter's deal activity. Therefore, I don't think we shall see too many bullish predictions just yet.'

'Nevertheless, I would still expect to see the buoyant real estate market and the retail sector as two drivers of M&A activity in 2016, with overseas investors in particular seeing UK businesses as attractive targets - often by virtue of being an easier cultural fit or representing a pathway to lucrative European markets. The increased willingness of the banks to both refinance and look at new lends will underpin market confidence, while the investment appetite of Private Equity and Venture Capital outfits shows no sign of abating.'

As well as the strong national performance, there were also encouraging results in four of Shoosmiths' core regional markets:

• They outperformed the market in Greater London, where deal volumes increased by just 3%. They built on last year's 6th place ranking (with 42 deals) to move into 2nd place in 2015, courtesy of 51 deals done.
• In the South-East, where deal volumes actually shrank across the region as a whole, Shoosmiths consolidated its grip on 1st place, concluding 38 deals; twice as many as their nearest competitor.
• In the Midlands, the firm's steady rise continued. In 7th place just two years ago, Shoosmiths now ranks 3rd in the region, with 31 deals reported in the year.
• And in the North-West, investment in the firm's Manchester office has supported their rise to 6th place in the region (with 27 deals), up from 8th last year and 13th in 2013.

In addition, the firm registered top ten rankings in the East of England and the South-West as well as in the North-East; the first time Shoosmiths has featured in that particular region's rankings.

The rankings are based on data from Experian MarketIQ, which combines Corpfin's global M&A database with comprehensive Companies House data. Only completed deals worth more than £500,000 are included.

Not content with increasing the rate of SDLT by 3% on buy-to-let properties, the chancellor has announced radical changes to interest deductibility, which will make owning buy to let properties less attractive than ever before.

The current position

Buy to let landlords can claim tax relief for the whole amount of their mortgage interest at their personal rate of tax. For example, let's say Mr J (who is a higher rate tax payer) owns one buy to let property. He receives £20,000 rental income per annum. His buy to let property is mortgaged and his mortgage interest amounts to £13,000 annually. In other words, he makes a taxable profit of £7,000, on which he pays tax (at 40%) of £2,800.

In other words, the whole amount of his mortgage interest is set off against his rental income before he has to pay any tax.

Out of the £7,000 of profit HMRC gets £2,800 and Mr J gets £4,200.

What is changing?

By April 2020, tax at 40% will be due on the whole amount of Mr J's rental income, less a tax credit equal to the basic rate of tax. Mr J's tax (at 40%) is calculated by reference to the whole amount of the rental income of £20,000 (i.e. £8,000). From this he will be able to deduct 20% of his £13,000 mortgage interest (i.e. £2,600) thereby reducing his tax from £8,000 to £5,400.

Out of the £7,000 of profit HMRC gets £5,400 and Mr J gets £1,600.

If the interest rate rises by a fraction and Mr J's mortgage interest increases to £15,000, Mr J's profit reduces from £7,000 to £5,000, but his tax reduces by just £400.

Out of the £5,000 of profit HMRC gets £5,000 and Mr J gets £0.

When is it changing?

The changes are being phased in between April 2017 and April 2020 - the percentage of interest eligible for deduction will decrease on a sliding scale throughout that period.

What can be done?

The options are limited:

• Remortgage: switching to a mortgage with a low rate of interest is now more important than ever
• Tax planning: if the landlord is a higher or additional rate tax payer and has a spouse or civil partner who doesn't work, transferring some of the rental income to the spouse to utilise his or her tax free personal allowance is beneficial, although this is only likely to assist in very small scale investments and may already have been done
• Portfolio restructuring: the changes do not have any impact on landlords who do not pay any mortgage interest. These changes are so drastic that we can expect to see some landlord's selling part of their portfolio in order to release capital to pay off the mortgages attached to the retained portfolio
• Incorporate a company: corporation tax will reduce to 18% in 2020 and companies receive a full deduction for mortgage interest. However, income tax at dividend rates has to be paid on any profit extraction by the landlord and transferring existing properties into a company may trigger capital gains tax payable by reference to the current market value together with SDLT (probably with the new surcharge attached), so the tax expense attached to the incorporation is likely to be enough to render this unviable.

These reforms were announced in such a way that very few buy to let investors are likely to be aware of the impact it will have on them. If you wish to discuss this in more detail please feel free to contact a member of our tax team.

Following the announcement that Sir Philip Dilley, chairman of the Environment Agency, would step down in the aftermath of the latest floods to hit the UK, we look at the role of the Chairman.

As non-executive chairman should Sir Philip have 'carried the can' for the latest failing of the Environmental Agency to prepare parts of the UK for heavy rainfall and should it matter whether or not he was on the ground at the time?

The Role of a Chairman

In addition to the statutory duties of a director, the role of the chairman of the board of directors has generally required them to:

• facilitate the setting of long term strategy
• appoint, induct, support, challenge and evaluate the senior management
• review the success of strategy set by the organisation
• preside at and facilitate board and committee meetings to ensure board resolutions are carried out and documented
• ensure effective communication with stakeholders and
• act as an ambassador for the organisation

For chairmen of listed companies there are specific additional duties relating to the relevant exchange.

Although the chairman does not necessarily need to be a non-executive director, the role should be distinct from the CEO and other senior managers to allow for an independent check and balance. Often, as was the case with Sir Philip, they will be part time and, relative to other executive senior managers, averagely remunerated.

Where did Sir Philip Fall Short?

Given the above, it was not Sir Philip's job to identify where flood defence money should be best spent by the environmental organisation - that was the role of executive senior management.

Nor was it his job to be on the ground helping to deal with the aftermath of the flooding - this was the (unenviable) role of the emergency services.

However, it may be that the ambassadorial and communication responsibilities of a part-time chairman is nowadays expected to extend to being on the front line when things go wrong. When other organisations experience downturns in performance perhaps we expect the chairman of the board to appear in front of the cameras and shareholders, rather than the executive management that made the day to day decisions.

So do we need to add 'scapegoat' to the list of roles? Sir Philip's resignation letter hints at this:

"My reason for resigning is that the expectations of the role have expanded to require the chairman to be available at short notice throughout the year, irrespective of routine arrangements for deputy and executive cover. In my view this is inappropriate in a part-time non-executive position, and this is something I am unable to deliver".

What does this mean for Chairmen?

There is little doubt that the example of the Environment Agency is clouded by failings in the way the crisis was handled and communicated to the public and there are clearly demanding expectations of a chairman of such a highly visible organisation.

It does however re-emphasise that the days of a chairman's roles being largely hands-off and ceremonial are gone. It must leave a number of chairmen wondering what is truly expected of them.

2015 saw a year of growth - after a quietly confident start, the market gained momentum following the election and growth across the sectors continued into the fourth quarter.

The Grant Thornton/ICAEW UK Business Confidence Monitor suggests that businesses are starting 2016 with optimism, although they are more cautious about their growth forecasts than they have been in very recent years. We expect the mid-market banking & finance market to follow the same trajectory; continued growth at a slightly slower pace. This article will look at developments in law and regulation which we expect to impact lenders in the year ahead.

Bank restructuring & competition

The Financial Services (Banking Reform) Act 2013 will require (amongst other things) the ringfencing of retail banking and investment banking by 2019 and so we expect to see banks increase their focus on their own structures in the coming year.

Requirements for banks to hold increased levels of loss absorbing and regulatory capital will no doubt continue to drive competition to lend to strong business customers, as well as the willingness of bank lenders to provide innovative and flexible financing packages for those customers.

This drive will be further boosted by the mid-market's increased access and exposure to funding from non-bank lenders such as insurance led lenders, crowd funding and peer to peer arrangements which have come to the fore to compete with the other investment companies in the market, as well as the new entrants to the banking market.

Regulation - tighter controls

2015 saw an increase in geo political tension across the Globe, and there is no doubt that the uncertainty that this brings will continue to impact generally on UK businesses.

We are already seeing lenders react to the sanctions and anti-corruption regimes in the form of additional provisions in loan documents and additional checks before lending. These provisions are often heavily negotiated because they are so far reaching and difficult for borrowers to ensure compliance with. We expect that the next 12 months will see the banks become more willing to tailor these provisions to the business in question and the LMA has suggested that a move away from a resulting event of default, to a mandatory prepayment event is being considered, at least for investment grade borrowers.

The Modern Slavery Act which was introduced last year will require many businesses to issue an annual statement and ensure they are generally more transparent in terms of the potential risk of slavery becoming an issue for them or in their supply chain, and the steps they are taking to combat that risk. This will represent a big challenge for the businesses affected, including lenders.

Along with the Bribery Act, The Modern Slavery Act requires businesses to take positive steps to ensure compliance, and indicates a move away from self-regulation by corporates. Lenders are increasingly aware of the negative impact any failure to comply would have on the businesses they finance.

We expect to continue to see increased reference to these regulations in loan documents during 2016 and a heightened awareness of the potential consequences amongst bank and non-bank lenders, particularly in certain sectors. We shouldn't forget that the banks themselves are also required to comply with these requirements and are exposed to enforcement action by authorities which means this is likely to remain a hot topic through 2016.

Confidence in the banks

Competition between the banks remains strong, pricing continues to be very competitive and the banks are offering much more flexibility around certain provisions in loan documents which were, immediately after the crisis, considered non-negotiable. For example in mid-market acquisition finance documents we have seen the return of the white list, the declared default concept, equity cures becoming more flexible and various other 'standard' definitions being negotiated.

The turn of the new year saw the banks receive another boost - confirmation from the FCA that they will not be undertaking a review of 'banking culture' and will instead "engage individually with firms to encourage cultural change" and, assuming this engagement is successful, true organic change in banking culture should further increase public confidence in the traditional bank lenders.

Interest rate changes and LIBOR

LIBOR has changed significantly since the initial rate rigging scandal, and is set to evolve further over coming years. It is intended that LIBOR will eventually be based, as far as possible, on data from real transactions in order to reduce subjectivity within the rate setting chain.

However, there is still an awful lot of work to be done: the process will need to cater for situations where there is no or insufficient data to set a rate and it seems likely that 'expert judgement' will need to provide a last resort in these situations (although how this would work in practice still needs to be established).

The IBA is set to publish a roadmap for LIBOR during 2016 which may indicate how and when the new LIBOR will become effective - and may also help lawyers analyse whether or not existing LIBOR definitions will need to be further amended.

The Brexit referendum

After the Scottish independence referendum and the general election, one major uncertainty remains - UK's membership of the EU. The new government has promised an in/out referendum which could take place as early as June 2016.

The potential impact on UK businesses has been and will continue to be widely debated and whilst it seems that in the main, business leaders are keen to stay 'in', the voting public are very much undecided.

The uncertainty caused by the speculation about both the timing and the outcome of the referendum, and the way in which that outcome may impact on our financial services sector and economy generally, is likely to have a negative impact on the market, at least in the short term.

Summary

Regulation and compliance will remain key themes applying both to bank lenders and new entrants to the market during 2016 amid an economic climate that remains uncertain. Whilst businesses may turn some of their focus to these and other changes in the market, we still expect to see new lends, M&A activity and some growth in the mid-market during 2016, rather than reliance on refinancing and restructuring as was the case immediately after the recession.

The corporate team from the Manchester office of national law-firm, Shoosmiths has advised private equity firm, NorthEdge Capital (NorthEdge), on its investment into TKC, a Greater Manchester-based kitchen trade supplier.

The investment was used to back a management buyout of TKC and to secure a majority stake in the £19m-turnover business for NorthEdge.

This is the first deal where Shoosmiths has advised NorthEdge. The national law firm was appointed to provide a range of legal support to NorthEdge including advice around corporate M&A , private equity, banking, tax, employment and legal due diligence.

NorthEdge has backed the incumbent TKC management team in the buy-out. The team comprises commercial director, Chris Hazelhurst, finance director, Paul Arrowsmith, operations director, Dave Grayson and supply chain director, Brian Wade.

The deal also sees company founder Tom Kelly and director Hayley Kelly exit the business.

Founded in 1989, TKC currently employs 128 staff and operates out of 85,000 square-foot, purpose-built premises in Denton. The business provides kitchen retailers, manufacturers and local installers with a wide range of contemporary, classic and traditional doors and components. Since being established, the company has experienced strong revenue growth, with turnover reaching £19m in the year to September 2015.

Commenting on the deal Shoosmiths corporate partner, Kieran Toal said, 'We were delighted to be appointed by NorthEdge to support on this transaction and has been a pleasure working with them. Their investment in TKC a very successful, growth business is sure to pay dividends and will ensure that TKC, a regionally based firm, can go from strength to strength. Being appointed on our first deal for NorthEdge, is further testament to the firm's growing reputation for private equity work in the region and we very much hope to support NorthEdge on further transactions in the future.'

NorthEdge partner, Ray Stenton said: 'Kieran and the Shoosmiths team were instrumental in driving the deal forward to a successful conclusion. They demonstrated an excellent understanding of private equity market practice and those aspects of the deal that were important to NorthEdge as an investor as well as applying a strong solutions orientated and commercial approach. We are delighted with how the Shoosmiths team worked with us on the transaction.'

'What attracted us to TKC was the team's track record of delivering growth and the opportunities in the market. We have experience in the sector through our investment in Solidor and can see the huge potential for the business. The management team has an ambitious strategy and we are all very excited about TKC's next phase of growth.'

Assisting corporate partner Kieran Toal on the transaction was partner Lynn Knight, senior associates Damien Brown and Kelly Prestidge, associate Kiran Virk and trainee Rick Thomas (corporate); partner Liz Sweeney, senior associate Ruth Evans and trainee Ketan Mistry (banking); Kate Featherstone (tax); and senior associate Danielle Ingham and solicitor Katie Marsden (employment).

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

Less than three months now remain until the implementation of new regulations which will require disclosure of people who exert significant influence over companies and limited liability partnerships (LLPs) in the UK.

Draft statutory guidance on the obligation to maintain a register of persons with significant control (PSC) has now been published. Failure to comply with the new regulations can result in criminal offences and penalties.

The published draft guidance appears deliberately wide-ranging and broadly-drafted so as to thwart efforts to mask the right to - or actual exercise of - significant influence or control.

PSC registers will potentially record shadow and de facto directors of private companies publicly for the first time. They could also include former shareholders who still provide input and guidance after their exit and any other 'grey eminences', influencing or controlling the company.

This may be of concern for some companies for whom public knowledge that certain persons have influence or control over the company is commercially sensitive, as well as companies who previously sought to keep these elements of shareholder or investor agreements private.

However, with a commitment by the Department of Business, Innovation and Skills and the European Union towards business transparency, measures are inevitable and irreversible and companies will need to adjust to the new landscape.

For many companies, identifying PSCs and keeping the PSC register will be a very straightforward process and won't add any significant corporate governance burden. However, the secretaries and directors of some companies may not even be aware of the new PSC register regime and must familiarise themselves as soon as they can.

As penalties for failure by a company to discharge its obligations fall on the company and every officer in default, it is incumbent on the secretary and directors of every company to do their bit to comply with the PSC register regime, even if this would ordinarily fall within a specific officer's remit.

Each company will need to look at their own circumstances and take the time to consider carefully whether the various people in a relationship with the company constitute registrable persons (see below).

On the other side of the equation, people in a relationship with a company also need to consider whether they should submit their particulars to the company or companies as a person with significant influence or control. It is their duty to volunteer and update this information.

A thorough understanding of what is meant by 'significant influence or control' will also be required on both sides.

The new legislation will apply to all UK companies unless they are already subject to chapter 5 of the Financial Conduct Authority's Disclosure and Transparency Rules or are listed on a regulated market in the UK, in an EEA state or certain specified markets in Switzerland, the USA, Japan or Israel.

On 6 April, therefore, all non-exempt companies must have a PSC register, and it must not be empty, even if there are no PSCs or the investigation process is still underway. Instead, pro forma wording must be used as appropriate, details of which are set out in separate draft guidance.

Companies should start acting now to identify or investigate PSCs and prepare their internal books and procedures ready for compliance on 6 April.

For a brief overview of what a PSC register is, please see our previous update on this topic.

The draft guidance

As well as requiring:

• companies to identify persons holding shares or voting rights in excess of 25% and persons who have the ability to appoint or remove a majority of the board of directors; and
• LLPs to identify persons holding the right to more than 25% of the assets on a winding up, more than 25% of the voting rights or holding the right to appoint or remove a majority of management;

companies and LLPs will have to identify those persons who have the right to exercise, or actually exercise, 'significant influence or control'.

The long-awaited draft statutory guidance on the meaning of a person with significant influence or control is available from the ICSA website.

There is separate draft guidance for companies and LLPs. This article focuses on the draft guidance as it applies to companies. Equivalent guidance is set out in respect of trusts.

The meaning of significant influence or control

The draft guidance sets out that:

• 'Control' means the power to direct the policies and activities of a company
• 'Significant influence' means that a person can ensure that the company adopts those policies or activities which are desired by the holder of the significant influence

Significant influence or control can go beyond the financial and operating policies of the company and does not have to be exercised by a person just for his or her economic gain.

It also covers the direct or indirect right to exercise actual significant influence or control, whether that right is created through provision in a company's articles, shareholders' or investor agreement, share rights or otherwise. It is important to note that a person holding such a right must be entered on the PSC register irrespective of whether the right has or will be exercised.

Examples

The draft guidance provides non-exhaustive examples of rights to, or actual exercise of, significant influence or control. These include a person:

• having absolute decision rights or veto rights over decisions related to the running of the business of the company (but not where these derive solely from being a prospective vendor or purchaser in relation to the company, for a temporary period of time, or for the purpose of protecting minority interests such as in respect of constitutional or share capital changes, additional borrowing or winding up the company)
• having absolute veto rights over the appointment of the majority of directors
• being involved in the day to day management and direction of the company where they are not a member of the board (or even a shareholder)
• whose recommendations are always or almost always followed by shareholders which hold the majority of the voting rights in the company, when they are deciding how to vote

Safe harbours

The draft guidance goes on to identify 'safe harbours' (roles and relationships which usually mean a person won't be exercising significant influence or control). These include directors and employees acting within capacity, together with the usual third party, statutory, regulatory and advisory parties (suppliers, lenders, regulators, liquidators, lawyers and accountants etc), as well as a person who makes recommendations to shareholders on a one-off issue that is then voted on.

However, the draft guidance warns that a person may still be regarded as a person exercising significant influence or control if the 'safe harbour' role or relationship differs in material respects or is actually different from how the role or relationship is generally understood, or if it forms one of several opportunities which that person has to exercise significant influence or control. This appears intended to capture people who use their ostensible relationship with a company as a veil to mask their influence or control over the company.

One example of this is set out elsewhere in the draft guidance: that of a director who also owns important assets or has key relationships that are important to the running of the business (eg intellectual property rights), and uses this additional power to influence the outcome of decisions related to the running of the business of the company. Despite being a director and ostensibly a 'safe harbour', the nature of their relationship to the company means that he or she will need to be entered into the PSC register.

Act now

In terms of complying with the new regulations, our Corporate and Company Secretarial teams are of course happy to help in any way we can.

The Thames Valley office of national law firm Shoosmiths has advised August Equity on their investment of capital into Wax Digital, a leading global eProcurement solutions provider.

Private equity firm, August Equity, invests in small and medium-sized UK businesses who they help to build through acquisition and organic growth. They specialise in spotting opportunities for long-term growth in markets that are changing.

Wax Digital is an independent Software-as-a-Service (SaaS) business which delivers Source-to-Pay solutions to mid and large sized organisations around the world. The investment from August Equity will boost existing development plans for own-IP products and help penetrate overseas markets.

Shoosmiths corporate partner, Sean Wright led the deal with support from associate Kiran Dhesi, solicitor Adam Leszczynski and paralegal Matthew Douglas. They also brought in specialist expertise from across the business including real estate partner Matthew Walker, employment partner Paula Rome, commercial partner Craig Armstrong and commercial solicitor Leanne Noble-Breen. Together they advised August Equity and Hive Topco Limited (newco) on the investment, the acquisition and issue of Employee enterprise shares.

Mickey Patel, the lead investment director at August Equity, said: 'We have a long standing relationship with Shoosmiths so we were confident that their commercial expertise and pragmatic approach would help us to seamlessly complete the deal. We'd like to thank Sean and the team for their hard work throughout this transaction.'

Shoosmiths Sean Wright commented: 'We were pleased to once again have the opportunity to strengthen August Equity's portfolio by advising on their latest investment in Wax Digital. They have a history of success in building businesses and will be instrumental in driving forward growth, product innovation and expanding the company internationally.'

Shoosmiths' corporate team advises public and private companies, management teams, investors and debt providers through the business life cycle. Shoosmiths work with businesses from start-up and first round finance through to mergers and acquisitions, MBO and MBI transactions, development funding and on exits, by way of sale, listing or private equity investment.

The national corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table and has recently won Law Firm of the Year at the M&A Awards 2015.

Shoosmiths' partner Adam Dowdney has advised on a multi-million pound investment in packaging company Softbox.

The national law firm has advised the shareholders of Softbox Systems Limited - a market-leading manufacturer and distributor of temperature controlled packaging systems and solutions to the pharmaceutical industry - on the strategic majority investment by US private equity firm Great Point Partners. 

Adam Dowdney led a team of corporate specialists comprising fellow partner Lynn Knight, banking partner Linda Williams, corporate assistant Kiran Virk, and paralegal James Arnold.

Additional specialist legal advice was also given from a range of other departments throughout the firm.

The deal was completed through the provision of funds raised from Clydesdale Bank with Oghma Partners providing corporate finance advice to the shareholders.

Adam Dowdney said: 'This is a great deal for the shareholders of Softbox, whereby they can realise some cash for all their hard work in the business over the last 20 years as well as sharing in the future growth of the business with Great Point Partners.

'The deal had its complexities, particularly as the investor was US-based, but due to a fantastic team effort from all on the sell side we got the transaction completed on time. We wish all the shareholders and the group as a whole every success going forward.'

Richard Jones, Softbox CEO, commented 'Following a rigorous selection process we decided to work with Shoosmiths as our corporate lawyers a year prior to our decision to sell a majority stake in Softbox. Having trading entities based in the UK, USA, India, Australia and Singapore added significantly to the complexity of the deal and the due diligence required by Great Point Partners.

'Shoosmiths' depth of knowledge and expertise, attention to detail and patience were exemplary in every way and we enjoyed working with a team that simply couldn't do enough for us whatever the time of day. I wouldn't hesitate to recommend them to anyone embarking on the sale of their business seeking a trusted partner that provides true value for money legal services'.

Shoosmiths' corporate team was named 'Law Firm of the Year' at the prestigious national M&A Awards in 2013 and was shortlisted again in 2014. It was also ranked in the top three of the authoritative UK Experian Corpfin Advisor League Tables for number of deals completed in 2013.

Shoosmiths corporate partner, Martin Fleetwood, has been elected to join the board of UK Tram.

The UK Tram Board was established to enable key stakeholders in the UK Tramway industry to present a single voice in dealing with government and statutory bodies in developing a co-ordinated and structured approach to regulation, procurement and standardisation within the industry. It also provides advice and support to towns and cities looking to establish tram systems in the UK.

Martin has provided specialist legal advice to the transport sector for over 15 years, advising on a number of high profile tram projects including the recently extended Nottingham Tram and on Midland Metro expansion.

His role on the board will be as an Independent Member, holding the board to account as well as being able to provide specialist advice on regulation and to support the board in developing its strategy to expand tram systems within the UK.

Martin is a Chartered Member of the Institute of Logistics and Transport, the secretary of UNIDROIT's Rail Working Group and as a regular speaker at industry conferences and author of legal transport articles has gained a solid reputation within the industry.

Commenting on his appointment to the board, Martin said: 'It's an exciting time for the Tram industry with the expansion of existing systems and other towns and cities seeking to benefit from the environmental and regenerative effects of trams. I'm looking forward to joining the board and sharing best practice as well as identifying initiatives for the light rail sector.'

Shoosmiths' transport and infrastructure team acts for a wide range of transport clients including Hitachi Rail, Stagecoach (including South West Trains and East Midlands Trains), Porterbrook Leasing, The Car Finance Company, Centro and Swiss International Airlines. The team has expertise in all forms of transport including automotive, aviation, freight, light and heavy rail. They were crowned regional Transport Law Firm of the Year 2014 by the Legal 500.