National law firm Shoosmiths has advised Biosite, a Midlands biometric company, on securing £4m of growth capital from Mobeus Equity Partners to further develop a new fingerprint scanning security system.

Solihull based Biosite provides biometric access control and software-based workforce management products which facilitate safe and secure sites for the construction sector. The £4m funding from Mobeus Equity Partners will support the expansion of the Biosite team to facilitate the development of new site-management tools.

Biosite has developed a unique fingerprint algorithm which works with low grade fingerprints, a common feature in the construction industry, to provide access control for workers coming on site. The software allows customers to utilise the data collected from the access control platform to manage their workforce as well as providing broader security services including integrated CCTV, fire alarms and guarding.

Shoosmiths' corporate team was led by partner Alastair Peet with associate Alistair Hammerton and trainee solicitor Mike Nutman assisting. They advised Biosite on all legal aspects of the transaction.

Li Wang, managing director of Biosite, commented: 'This is an exciting time for Biosite and we believe Mobeus is the right funding partner to help Biosite capitalise on the growth opportunities. The team at Shoosmiths have provided us with an excellent legal service that has been efficient and commercially astute.'

Alastair Peet added: 'It has been a pleasure to advise Biosite on securing this significant funding which will help the company realise its growth ambitions. Biosite is an example of the many innovative tech companies in the Midlands and we look forward to working on similar projects in the future.'

Biosite works with a number of the largest construction firms in the UK including Wates, Bouygues, Willmott Dixon and BAM Construction. Mobeus has introduced Mark Roberts, former CEO of CSC, as non-executive chairman. Roberts led private-equity backed CSC, which provided software to structural engineers, through a period of significant international growth and a successful trade exit to NASDAQ-listed Trimble.

The corporate team of UK law firm Shoosmiths has advised The Property Franchise Group on their £15m acquisition of national sales and lettings agency, EweMove.

The price comprises an initial £5m cash payment upon completion, together with the issue of £3m new ordinary Property Franchise Group shares and an earn-out payment of up to a further £7m subject to performance.

Based in Cleckheaton, West Yorkshire, the award-winning EweMove team adds 90 franchisees to The Property Franchise Group, bringing with them their unique brand identity, creative ethos and customer service focused outlook.

Shoosmiths corporate team including partner Mark Shepherd, senior associate Tim Moss and solicitor Ross Lang advised on the transaction.

Ian Wilson, chief executive of The Property Franchise Group, explains how the new investment will shape the future: 'We see the acquisition as complementary to the wider Group strategy with the hybrid model, a people business which combines an online platform with truly local presence and customer service focus, differentiating it from other online offerings.

'The Property Franchise Group continues to be focused on creating value for shareholders by leveraging its scale and over 30 years' experience as a franchisor to build a business comprising a significant share of the UK residential lettings and estate agency market.

'I am delighted to welcome EweMove's management to The Property Franchise Group senior executive team. Their insight will be invaluable in developing our use of on-line marketing techniques and technology across the Group.'

Mark Shepherd, corporate partner at Shoosmiths, said: 'It has been a pleasure to advise The Property Franchise Group on this transaction which has complemented the existing business with significant digital expertise. We wish The Property Franchise Group the best of luck as they continue to build their successful brand and look forward to continuing to work with them in the growth and development of their highly successful business.'

EweMove joins Martin & Co, CJ Hole, Ellis & Co, Parkers and Whitegates which were acquired by The Property Franchise Group in 2014 - a venture which has since proven to be extremely successful.

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.

EIS/VCT

"In today's Autumn Statement, the Chancellor announced that further changes to the EIS/VCT regime would be made in the Finance Bill 2017. Given the upheaval that the EIS/VCT regime has been through over the past year or so, the thought of any further changes could generate a collective sigh of despair. However, whilst we have very little detail of the changes (more will become available on 5 December), it does appear at first sight that the changes are nothing like as significant as in recent years and do offer some cause for optimism. In particular, the announcement that the government will launch a consultation into options to streamline and prioritise the advance assurance procedure is most welcome - this is the major issue facing EIS and VCT investors and is putting them at a competitive disadvantage to non-tax advantaged investors. It remains to be seen what options the government will announce for dealing with this, but whilst the government committing more resource to the processing of such applications is probably wishful thinking, we would imagine that their options would include separating simple and complex applications.

The other changes are around clarifying the EIS rules for share conversion rights, which follows the completion of HMRC's general review of share conversion rights and the impact on EIS relief; introducing the power to enable VCT regulations to be made to provide greater certainty to VCTs in certain share for share exchanges, and tidying-up the VCT legislation around follow-on funding. At first glance, all of these look potentially helpful.

The main disappointment for both EIS and VCT investors is the announcement that the government will not be introducing the replacement capital rules at the moment and will review this over the longer term - it sounds to me like this is being kicked into the long grass, but I may be overly cynical!"

- Tom Wilde, tax partner at Shoosmiths LLP

Pensions

"Since the new 'pension freedoms' were introduced in April 2015, there has been a significant increase in the number of pension scams whereby people are told that their pensions can be 'unlocked' and then spent as cash. Such scams have caused many individuals to lose a good deal of money to these cold-callers.

We welcome the Chancellor's announcement to ban cold-calling in relation to pensions. Assuming that the ban reduces the number of cold calls (which it should), there should also be fewer corresponding requests to pension schemes for transfer values and, therefore, the move should ease the burden on the scheme administrators and trustees who have to deal with member requests. The knock-on effect of this should mean a reduction in the risk of penalties from the Pensions Regulator and Pensions Ombudsman which can apply where trustees/ administrators delay making a transfer or refuse to make it altogether. Overall the announcement is a positive step in ensuring the protection of peoples pensions."

- Paul Carney, employment and pensions partner at Shoosmiths LLP

Investment in public sector transport and infrastructure

"I welcome the government's continued support for HS2 which is strategically important in providing additional capacity for the UK rail network. In addition to providing faster movement of passengers between a number of key cities, HS2 will create additional capacity for freight movements on the existing north-south routes as well as providing more opportunities for local rail services and new routes on the existing network.

The focus on funding and encouraging more research and development is also extremely welcome. Building on the current training programmes for the rail industry it will help to increase the products and services the UK rail industry can offer particularly to the export market where British innovation is still highly sought after."

- Martin Fleetwood, transport & infrastructure partner at Shoosmiths LLP

The North

"I think it's fair to say the Autumn Statement was somewhat light on detail. While we did hear a commitment to improve regional infrastructure as expected, whether the £1.1 billion pledged will be sufficient, and if it will be invested quickly remains to be seen.

Beyond a pledge to working with Transport For The North, there was little mention of HS3, which would have been welcome as East-West connectivity should be an urgent priority.

The Chancellor's updated 'Northern Powerhouse Strategy' document, published alongside the Autumn Statement, did importantly reaffirm the Government's commitment to the agenda, which is clearly good news as there were fears over the summer that it may have been shelved."

- Andrew Pattinson, real estate partner, Shoosmiths LLP

Employment

"As expected, the Chancellor announced a rise in the national living wage of 30 pence, taking it to £7.50 for workers aged 25 and over from April next year and moving closer to the government's stated target of £9 per hour from 2020. As a result of the alignment between the rates of the national minimum wage ("NMW"), which is usually increased in October and the national living wage ("NLW"), which was introduced last April, businesses will have to cope with two increases to the NMW in six months. Increases to the existing NMW rates from April 2017 were also announced by the Chancellor, the adult rate for workers aged 21-24  will rise to £7.05.

Not only does this result in an extra administrative burden but, the financial impact will be considerable for sectors such as social care, hospitality and retail. A rise in wages has a knock on effect on national insurance contributions and employer pension contributions. Understandably, employers will be looking to pass on increased staff costs to consumers where possible, which is likely to feed into inflation figures. As we saw when the NLW was first introduced, employers making savings by reducing employee benefits and postponing pay rises is also a possibility."

- Kevin McCavish, head of employment at Shoosmiths LLP

National law firm Shoosmiths has advised on the sale of Shetland based seafood producer, SI Seafarms Limited.

Rope grown mussel producer and supplier SI Seafarms has been bought by Blueshell Mussels Limited. The take over saw Blueshell Mussels Limited make an offer to all 78 shareholders of SI Seafarms Limited to purchase the entire share capital of company.

Based in Shetland, Blueshell Mussels is the UK's leading rope-grown mussel producer and operates the largest rope-grown mussel farm in the UK.

Shoosmiths corporate team was led by partner Stuart Murray and was assisted by associate Jen Paton and solicitor Alexander Lamley. The team advised on the legal aspects of the transaction including the process to be followed when issuing a recommended cash offer, which was ultimately issued to the shareholders.

David Fell, chairman at SI Seafarms, commented: 'This take over signifies an important step in the future growth of SI Seafarms and I am very pleased with the sale of SI Seafarms to Blueshell Mussels. The sale of the business to Blueshell is in the best interests of SI Seafarms and its shareholders. Under Blueshell's control SI Seafarms will continue to thrive, support jobs in Shetland and supply an increased quantity of quality mussels to its customers. The team at Shoosmiths has provided excellent advice on all aspects and queries regarding this process and can be credited with providing effective legal advice with an efficient service.'

Stuart Murray added: 'We are extremely pleased to have advised SI Seafarms on this important decision and wish them the best of luck for the future.'

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.

National law firm Shoosmiths has announced three new partner appointments into the firm's London office across the commercial, corporate and financial services practices.

Specialist technology and outsourcing lawyer Bill Molloy joins Shoosmiths' dispute resolution and compliance team in the commercial practice from Frasken Martineau where he managed a large multidisciplinary team and was Head of Technology. Bill has extensive expertise in advising clients in respect of both contentious and non-contentious aspects of outsourcing, large-scale technology procurements, telecommunications, software development projects and intellectual property in the life sciences, technology, banking and media sectors.

Bill also has extensive experience in heavyweight and high profile commercial dispute resolution and arbitration and heading up teams dealing with high value and complex commercial disputes and dispute resolution with such cases often having a multi-jurisdictional remit for TMT, banking/finance and life science clients.

Andrew Lockerbie joins as a restructuring and insolvency partner into Shoosmiths' corporate team. Andrew trained and qualified with Eversheds and joins from TLT where he was a restructuring partner. Andrew's experience covers all aspects of corporate restructuring and insolvency, acting for a broad range of clients, with his main focus being non-contentious financial and corporate restructuring and insolvency work.

Andrew has strong relationships with a number of banks and insolvency practitioners, and his experience includes advising the boards of corporates on their duties as company directors in the context of financial distress, acting for banks in relation to the financial restructuring of customers, and acting for insolvency practitioners in their role as office holders of insolvent companies.

Finance Litigation partner David Pacey joins from the Financial Conduct Authority (FCA). Having trained and worked at CMS Cameron McKenna he went onto a senior in house role at a major clearing bank. Subsequently he headed finance litigation teams in London and nationally for well-known national firms.

He brings with him an in-depth insight into the FCA regulatory processes including approvals, authorisations, investigations, early interventions, settlements and regulatory proceedings before the RTC, RDC and the Tribunal. During the three years that David spent in Enforcement Legal he was also a member of the FCA's Insolvency Expert Group. David will lead the firm's financial services litigation strategy nationally.

Peter Duff, Chairman at Shoosmiths, commented: 'Through planned recruitment, we are building teams which reflect demand from our clients. Increasing our strength in London in certain key practice areas is part of our strategy and these new partners are helping us achieve that goal.'

At the end of last year Shoosmiths announced a merger with Belfast based debt recovery and insolvency firm McManus Kearney and it went live with a new Leeds office on 1 December.

National law firm Shoosmiths has topped Experian MarketIQ (Corpfin) 2016 UK & Ireland M&A league tables to become the UK's leading legal adviser by deal volume.

Clinching the top national spot, in 2016 the firm acted on 183 disclosable deals in total, ahead of Gateley (177 deals), DLA Piper (142) and Irwin Mitchell (119).

Shoosmiths also took first place in London and in the South East ranking respectively. The firm leapt from 16th to 4th in Scotland and held on to last year's positions in the East of England (3rd), the Midlands (3rd) and North West (7th), demonstrating its regional presence and national footprint.

Experian MarketIQ reported that the level of merger and acquisition activity in the UK held up well in 2016 despite a turbulent year, with unanticipated scenarios on the world stage such as the election of Donald Trump and the UK's vote to leave the European Union.

Shoosmiths' head of corporate, Chris Garnett, said: 'Being crowned number one in this prestigious league table is a superb achievement. Such industry recognition is only made possible by the hard work our lawyers and support teams do every day for our clients.

'This recognition is the icing on the cake after another stellar year for our corporate team, which has again seen us post double-digit growth and build our offering across our existing locations while expanding in the North with the launch of our new Leeds office.

'2016 has been a momentous year in a number of ways but the unexpected Brexit vote and surprising outcome of the US presidential election do not appear to have had any negative impact on mid-market M&A activity in the UK in the short term. In the busiest year for deal volume since 2007 we are delighted to have increased our number of reported deals by 24% which is a clear indication that we have continued to grow our market share very successfully across the M&A, venture capital and private equity space.'

Deals submitted by Shoosmiths included the following:

• advising the private equity arm of Lloyds Bank, LDC, on the sale of Property Software Holdings Limited to Zoopla
• advising international hotelier Leonardo Hotels Europe on the acquisition of Morrison Street Hotel Limited and its Edinburgh city centre hotel.
• advising venture capital firm Octopus Ventures on the sale of artificial intelligence platform Swiftkey to Microsoft
• advising the shareholders on the sale of outdoor clothing retailer Rohan Group

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.

National law firm Shoosmiths has advised the management team of global tech specialists Phlexglobal on a significant investment by Vitruvian Partners ('Vitruvian').

Phlexglobal are world-renowned thought leaders and specialists in the provision of electronic Trial Master File (eTMF) systems and services to the life sciences industry. The transaction establishes Vitruvian as majority shareholder of Phlexglobal while the previous majority investor Bridgepoint Development Capital ('BDC') will exit the company.

The new ownership will allow Phlexglobal to expand the global footprint of its industry-leading service offering and PhlexEview4 technology platform, in order to build on the Company's premier position in a fast-growing market.

The Shoosmiths team was led by corporate partner Sean Wright with Tim Moss and Robert Pook assisting. The team covered all legal aspects affecting management in relation to the Vitruvian investment.

Rick Riegel, chief executive officer of Phlexglobal, commented: 'The support from Sean and the team was excellent in all respects considering the tight timeframe we were all working to, to complete this investment'.

Sean Wright added: 'We are pleased to have assisted the management of Phlexglobal on this investment from Vitruvian which will open up significant opportunities for the future growth of the company and will help secure Phlexglobal's position as market leaders in this field. We wish both management and Vitruvian every success in the future.'

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.

National law firm Shoosmiths has advised Cambridge-based speech technology company, Speechmatics, on investments received from a range of investors to accelerate the commercial roll-out of its speech recognition products.

Founded by chief technology officer Tony Robinson, the firm received investment from several sources, including technology venture capitalist IQ Capital; AI/machine learning specialist and technology investors Amadeus Capital Partners; and a number of technology investors including Laurence Garrett (Highland Capital Europe), Cambridge professor Ted Briscoe, a specialist in Natural Language Processing as well as co-founders of CSR, and former executive chairman at SwiftKey Richard Gibson.

Shoosmiths corporate partner, Alastair Peet and associate Alistair Hammerton advised the company on all corporate aspects of the deal. Shoosmiths has recently acted on other artificial intelligence investment deals, advising another client, venture capital firm Octopus Ventures on the sale of Swiftkey to Microsoft, amongst other AI exits.

In 2016, Speechmatics launched its new AI framework, Auto-Auto, which enables the company to add almost any language automatically. Since building the framework, Speechmatics has released a new language every two weeks, including most European languages, and Greek, Russian and Arabic.

Benedikt von Thüngen, chief executive of Speechmatics, said: 'Shoosmiths has provided us with exemplary legal advice and the addition of these highly-experienced investors as advisors to the business will help accelerate the on-going commercialisation of our technology and place speech recognition technology at the heart of all communications.'

Shoosmiths' Alastair Peet, commented: 'It's a truly exciting time for tech businesses at the moment and artificial intelligence platforms are of particular interest to investors.

'Speechmatics' speech recognition technology is truly cutting-edge and it is exciting to be involved in an investment deal that I am sure will develop this technology even further.'

Shoosmiths' national venture and growth capital team advises investors on investments into start-ups, growing companies and scaling businesses. The team also advise entrepreneurs and management teams through the business life cycle working with businesses from start-up and first round finance through to later stage development funding, mergers and acquisitions, MBO and MBI transactions, and on exits, by way of sale, listing, or private equity investment. Shoosmiths also provides market-leading VCT, EIS and SEIS tax advice to both businesses and investors.

The corporate team at national law firm Shoosmiths has advised long-standing clients, venture capital firm Octopus Ventures, on its investment in Dutch healthcare startup myTomorrows.

Octopus Ventures co-led the 10m(EUR) funding round with EQT Ventures, along with existing investors Balderton Capital and Sofinnova Partners.

Headquartered in Amsterdam, myTomorrows gives physicians information on and access to investigational drugs, and drugs that have been approved by regulators in other countries. On the other side, the platform gives drug developers a medium through which they can make their life saving drugs available via early access programs whilst gathering data.

The firm, which currently has a presence in 17 countries, is now looking to scale into the US and Asia, along with further growth in the European Union, Latin American and the Middle East.

Shoosmiths' partner Alastair Peet and associate Georgina Gurnhill advised Octopus Ventures on all corporate aspects of the funding round, with corporate partners Friso Foppes and Dimitri van Hoewijk of Dutch firm Van Doorne, the Dutch partner firm to Shoosmiths through the World Services Group (WSG).

Luke Hakes, Investment Director at Octopus, said: 'myTomorrows has the potential to have a significant impact on users' lives. Health tech is a space Octopus has huge interest for, and it's important that we get behind businesses like myTomorrows that can move the sector on and benefit the global healthcare of tomorrow.

'As for closing the deal, we have been working with Shoosmiths for a while now and continue to remain impressed by the corporate team's expertise in the VC space.'

Shoosmiths' Alastair Peet added: 'It was a pleasure to have advised Octopus Ventures on an investment which has the potential to offer patients life-changing drugs they might not otherwise have access too.

We look forward to working with Octopus Ventures on further investments in the future.'

Shoosmiths' national venture and growth capital team advises investors on investments into start-ups, growing companies and scaling businesses. The team also advise entrepreneurs and management teams through the business life cycle working with businesses from start-up and first round finance through to later stage development funding, mergers and acquisitions, MBO and MBI transactions, and on exits, by way of sale, listing, or private equity investment. Shoosmiths also provides market-leading VCT, EIS and SEIS tax advice to both businesses and investors.

Nationally, the corporate team is ranked in joint first place by deal volume in Experian's UK Deal Review and Advisor League Table.

This article looks at the potential changes following a 'call for evidence' in a review of limited partnerships.

There have been reports in the media over the last year that limited partnerships (LPs) in the UK, and in particular in Scotland, have been used to advance criminal activity. These reports allege that LPs are being used as vehicles for money laundering, organised crime and tax evasion.

The Department for Business, Energy & Industrial Strategy (BEIS) has published a 'call for evidence' in connection with a review of the law of LPs.

LPs have traditionally been used for a variety of purposes including oil and gas exploration and production, agricultural tenancies, real estate development and in particular as vehicles for venture capital investment.

The structure of LPs differs from general partnerships. An LP can have one or more 'limited partners' who benefit from limited liability, and must have at least one 'general partner' with unlimited liability. In Scotland (as distinct from LPs in the rest of the UK), an LP is recognised as a legal person and is a separate entity from the partners. This means that a Scottish LP (and a Scottish general partnership) can own assets, enter in to contracts, sue or be sued, own property and borrow money.

The general partner of an LP is solely responsible for management functions. Limited partners may not participate in management and their liability is limited to the capital contributed by them. This is one of the reasons that LPs are often viewed as an attractive vehicle for multi-party investment structures, as control rests with the general partner.

Despite having separate legal personality, Scottish LPs (SLPs) are tax transparent. This means tax authorities look through an SLP and partners are taxed on their respective partnership income. It is alleged that this can lead to partners being invisible when the entity enters into contracts, including opening bank accounts.

Those calling for a review of the law governing LPs argue that LPs are being run by partners who are unknown to enforcement authorities and so it's more difficult to take rapid action and investigate due to the difficulty of tracking the individuals behind the entity. The requirements of the Persons with Significant Control register introduced in the UK in 2016, do not currently apply to LPs. It is therefore argued that LPs are lightly regulated, with very few requirements to publish information relating to the LP or its partners.

BEIS issued a separate discussion paper in November 2016, which considers whether LPs should be subject to the EU Fourth Money Laundering Directive. The outcome of the consultation will be published in Spring 2017 and may lead to the requirements of the Persons with Significant Control register extending to LPs. This would therefore lead to increased transparency regarding LPs in the UK, which is what those alleging criminal activity are seeking.

The private equity and venture capital industry is important to the UK economy and the flexibility, tax transparency and limited liability which are associated with LPs in the UK have made them an attractive vehicle for many years. The UK is a leading centre for fund management with around 35% of all assets managed in Europe managed out of the UK.

Perhaps oddly, on the same day as the call for evidence, a new draft legislation reform order was published. This creates a new status for certain LPs and you can read more on this on our website.

We will have to wait and see what the outcome of the latest consultation on LPs brings. Those with an interest in investment fund structures will watch with particular interest to see whether the LP, a stalwart of the UK and wider European investment scene for so long, will be subject to further reform.

On the same day as the government issued a call for evidence as part of a wider review on limited partnerships in the UK, a new draft legislation reform order was published which will create a new status for certain limited partnerships.

The Legislative Reform (Private Fund Limited Partnerships) Order 2017 (Order) will introduce a new limited partnership for use specifically in private investment funds. The private fund limited partnership (PFLP) will enjoy a lower level of administrative burden in order to retain the UKs place as an attractive centre for fund domicile.

New status

The Order makes changes to the Limited Partnerships Act 1907. Under the changes, the new PFLP status will:

• be available to limited partnerships which are constituted by written agreement and which qualify as a collective investment scheme
• not require limited partners to make any capital contribution
• enable limited partners to appoint a person to wind up the PFLP if there is no general partner available to do so
• have the benefit of a 'white list' of actions which limited partners may take without being regarded as taking part in the management of the limited partnership
• remove certain duties from limited partners which are inconsistent with the role of an investor in an investment fund

The changes are reflective of the use, in practice, of limited partnerships as investment vehicles. These have grown in number and importance within the UK and it is clear that the government has taken these steps to reduce legal complexity and administrative burden in order to ensure that the UK remains competitive in this market.

The wider future of limited partnerships

However, limited partnerships, generally, are currently under scrutiny following allegations of their use for criminal activity. The spotlight is focused mainly on Scottish limited partnerships, but the government appears to be considering the need for greater transparency and reporting requirements for limited partnerships in the UK as a whole, which will necessarily bring increased administrative burden. You can read more on the wider review here. Until the government issues its findings from the call for evidence, the effect of the wider review on the new PFLP status will be unknown.

Timing

It is expected that the Order introducing the new PFLP status will come into force on 6 April 2017.

To read more on the background to PFLPs, see our earlier articles on the initial consultation here and on the government response here.

National law firm Shoosmiths has advised the shareholders of Dyer & Butler, a £118m-turnover regional civil engineering and building contractor, on its sale to a holding company of global private equity investment firm First Reserve.

Dyer & Butler builds, maintains and renews infrastructure within the public and private sector. Projects are undertaken principally for regulated clients in airports and rail for projects such as Heathrow, Gatwick and Network Rail.

The deal comes just months after First Reserve bought out Dyer & Butler's new sister company, Morrison Utility Services, a historic provider of utility infrastructure services with revenues of more than £600m.

Shoosmiths' corporate partners Emma Gibson led the deal, along with corporate associate Robert Pook and solicitor Michael Patterson. Tax support was provided by partner Daniel Kennedy and solicitor Rebecca Hawkins.

Neil Edwards, managing director of Dyer & Butler, said: 'This represents an exciting step in our continued development and, with the additional support of First Reserve and our sister company Morrison Utility Services, we have the opportunity to strengthen and accelerate the growth of our business.

'To this end, I would like to take this opportunity to welcome Jim Arnold (chief executive of Morrison Utility Services) to the Dyer & Butler board.'

Dyer & Butler is headquartered in Southampton with offices in Exeter, Gatwick, Heathrow, Swansea, Milton Keynes and Swindon.

Shoosmiths' Emma Gibson, said: 'We are thrilled to have supported the shareholders of Dyer & Butler on this deal. As the company goes forward, we wish every success to those involved in achieving its strategic ambitions.'

Shoosmiths' corporate team is top of the Experian Market IQ (Corpfin) UK & Ireland rankings for highest deal volume in the UK, London and in the South East. The firm 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.

National law firm Shoosmiths has advised Lloyds Development Capital (LDC) on its £16m investment into national hair salon Rush.

Fast becoming the leading hair and beauty brand in the UK, Rush has 85 salons across the country including in Manchester, Birmingham, Nottingham and Bristol with a flagship branch, House of Rush, on London's Piccadilly.

The investment from LDC will help to accelerate Rush's national expansion of the brand as the company plans to almost double its salon count over the next four years. As part of the deal, LDC will acquire a minority shareholding.

Rush, which employs more than 1,100 stylists and has 13,000 customers a week, has annual sales of £36million with profits of £4million.

Shoosmiths' corporate team was led by partners Emma Gibson and Sean Wright with associate Kiran Dhesi, solicitor Adam Leszczynski and paralegal Lawrence Renny assisting. Partner Tom Wilde supported on tax aspects.

Alastair Weinel, Investment Director at LDC, commented: 'Rush has a strong brand proposition and an ambitious management team putting the business in an ideal position to push and grow its UK footprint.

The Shoosmiths team provided effective, market savvy legal advice that has helped to ensure the smooth running of the investment process.'

Emma Gibson added: 'We are very pleased to advise LDC on this exciting new investment into Rush. The UK hair market is worth £6.7 billion and continued growth is forecast for the industry. We wish all the shareholders luck with this ongoing venture.'

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 first place by deal volume in Experian's 2016 MarketIQ UK & Ireland M&A league tables. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

On 17 February 2017, consultation will close on the government's green paper on corporate governance reform.

The green paper requests feedback on suggested ways to address the long-running controversy over executive pay packages and the sometimes estranged relationship that can develop between a board and its company stakeholders due to a lack of transparency and involvement. While these issues have traditionally been focused towards publicly listed companies, the green paper acknowledges that the UK is home to a significant number of large, private companies where failure to observe good standards of corporate governance can have equally destructive consequences.

The green paper therefore introduces a key point for consideration: Should corporate governance in large privately-held businesses be tightened?

In the wake of a raft of high-street scandals, it is accepted that more than just the owners and managers have a vested interest in the way in which a company is run. A well-managed company not only keeps shareholders happy but also looks after its employees, pension fund beneficiaries, suppliers, customers, clientele and, in turn, its reputation.

How should private company governance be achieved?

The UK's Corporate Governance Code (the Code) currently applies to all companies with a premium listing in the UK. It sets out good governance practice on issues such as board composition and effectiveness, the role of board committees, risk management, remuneration and relations with shareholders. The green paper invites comments on the merits of extending the Code to large privately-held companies or of delivering a more tailored approach.

The paper further questions whether any new corporate governance requirements should be introduced by mandate or through voluntary compliance. Whilst legislation ensures greater compliance, it risks companies interpreting rules mechanically rather than using them to drive real organic change. On the other hand, the Institute of Directors' Corporate Governance Guidance, whose 14 key principles largely mirror the Code, has been published for a number of years but it remains unclear how many companies choose to implement them. This then leads to the question of how such governance, if voluntary, would be monitored.

What areas should corporate governance target?

In a bid to 'reform capitalism', prime minister Theresa May set up an enquiry into corporate governance. The enquiry is still in the oral evidence stage but some of the issues aired in the evidence sessions reveal a range of areas that could impact reform of corporate governance in large privately-held companies, including:

• Diversity: boards are often a homogenous group of people leading to a tendency to share the same views and ways of thinking. This risks ignorance to important issues concerning stakeholders, employees and corporate responsibility 
• Board election: as directors are elected internally, they are not independent. Electees often feel that they 'owe' their position to their peers and so are less likely to challenge controversial issues, such as executive pay or investment decisions
• Over regulation: this can impact upon decisions to make profitable investments and may reduce the pool of talent for those who run companies as it is recognised that many people can be put off by the level of compliance required
• Transparency: increased accountability of directors to their stakeholders through their duties under s.172 Companies Act 2006

What should define a 'large' private company?

As private companies can range from a 'one member/one director' set-up to those consisting of a full board of directors and a membership akin to public companies, it is clear that certain new corporate governance regulations will not be appropriate for smaller companies. But where do you draw the line?

In light of the raison d'être of the green paper, perhaps consideration of the number of shareholders and directors, size of the workforce and/or the size of responsibilities will be more appropriate than a purely financial measure.

We will continue to monitor developments in this area.

National law firm Shoosmiths has advised the British Retail Consortium (BRC) on their sale of BRC Global Standards to the LGC Group (formerly known as the Laboratory of the Government Chemist).

BRC Global Standards is the world's largest provider of safety and quality standards programmes for food and non-food manufacture, packaging, storage, and distribution, and the LGC Group is the leading international life sciences measurement and testing company.
LGC Group will become the majority shareholder in the company. Terms of the deal are not being disclosed.

BRC Global Standards has, until now, been 100% owned by the British Retail Consortium, the trade association for the UK retail industry, which will retain a minority stake in BRC Global Standards and will have a seat on its Board to ensure continuity and stability for customers and specifiers.

Shoosmiths were appointed following a strategic review by the BRC to find the right majority shareholder for the BRC Global Standards business to enable the business to accelerate its transition into a Consumer and Brand Protection Solutions Leader. The Shoosmiths team was led by corporate partner Crispin Bridges Webb, supported by corporate lawyers Gareth Cook and Rick Thomas.

Helen Dickinson OBE, CEO of the BRC commented: 'We were very pleased with the quality of advice we received from Shoosmiths. Their commitment, diligence and ability to meet very tight deadlines was hugely valuable when we only had a small BRC team involved. Advice from Crispin and his team was integral in helping to produce an outcome that met a complex set of the objectives of our key stakeholders and resulted in a seamless and successful transaction for both sides.'

Shoosmiths' Crispin Bridges Webb, added: 'We were very pleased to have been able to support BRC on this important deal, which has helped to ensure a great outcome for all involved. This deal demonstrates our ability to thoroughly understand the client's needs and provide tailored, commercially sensitive legal advice to achieve the desired result. We are sure that BRC Global Standards will continue with its success under the LGC Group, and look forward to working with BRC again.'

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 first place by deal volume in Experian's 2016 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.

The BRC was also advised by BlueBox Corporate Finance.

'Close of business' is a term many people use in their day to day working life without much thought. But what does it actually mean and should the term be used in contractual documentation?

Agreeing to get something done by 'close of business' is a phrase often used when flexibility is required as to the time a task will be completed. It makes it clear the task will be done that day, but not by a particular time. However, what does the term mean when it is included in a contract?

The ruling in the case of Lehman Brothers International (Europe) (In administration) v Exxonmobil Financial Services BV, heard in the High Court, dealt with this issue and looked at how the term should be interpreted.

The circumstances of the case were that Lehman Brothers International (Europe) had provided securities in the form of equities and bonds to the defendant ExxonMobil Financial Services BV. Under the agreement, ExxonMobil sent a default valuation notice which, in order to be valid, had to be received by 'close of business' on the day in question. The fax was received by Lehman Brothers' London office at 6.02pm.

The court had to decide whether 'close of business' in London was earlier than 6.02pm. Lehman Brothers argued that 'close of business' in London was 5.00pm and that, therefore, the notice had arrived too late and should be deemed to have been received the following day. ExxonMobil contended that 'close of business' was 7.00pm and that, therefore, the notice had arrived in time.

The judge accepted that the burden of proof was on Lehman Brothers to establish when 'close of business' occurred and concluded that, as Lehman Brothers had failed to put forward any admissible evidence on when that point in time occurred, this was sufficient to decide in favour of ExxonMobil. The court also examined the expression 'close of business' for 'commercial banks' in London, which had been used in a proviso to the notice clause. Lehman Brothers submitted that this was 'normal business hours' as worked by ordinary businesses and high street banks. While acknowledging that 'commercial bank' had no particular meaning in English law the judge accepted ExxonMobil's argument that, in the modern world, commercial banks closed at about 7.00 pm and therefore this time was to be used as 'close of business' in this particular case.

The High Court therefore concluded that the notice had been received before 'close of business' on the relevant date and that the default valuation notice was valid.

The judge noted that use of the term 'close of business' can give a useful flexibility and deter arguments based on precise time of receipt which can sometimes make little commercial sense. However, the judgment has highlighted the fact that, for commercial clarity and to avoid dispute, it is advisable to specify an exact time when setting a deadline in a contract. While this may remove flexibility, it is usually preferable to achieve commercial certainty.

Lehman Brothers International (Europe) (In administration) v Exxonmobil Financial Services BV [2016] EWHC 2699 (Comm)

National law firm Shoosmiths has advised Downing LLP (Downing) on the £3m investment secured by the family-owned luxury e-commerce business, Xupes, from Downing managed funds

Founded in 2009 by Joe and Frank McKenzie, Xupes restores and retails pre-owned luxury goods including watches, jewellery, handbags, art and antiques and is an accredited Cartier and Omega servicing centre.

The multi-million pound funding from Downing managed funds will be invested in IT infrastructure, additional staff and further diversification of its product range in response to growing customer and product demand.

Xupes has seen rapid growth and now has a 25-strong team managing the online store and providing expert restoration to products in addition to a showroom at Wickham Hall, Bishops Stortford.
Shoosmiths' corporate team was led by partner Sanjeev Sharma with senior associate Iain Butler and solicitor Laura Whitfield assisting.

James Lewis, Investment Director at Downing, commented: 'Investing in Xupes was an easy decision for us with both the e-commerce market and demand for luxury goods growing significantly in recent years. As always the team at Shoosmiths provided a seamless service with fantastic legal advice that has ensured the timely completion of the transaction. We look forward to the many opportunities ahead with Xupes and the progressing of an ambitious growth plan.'

Sanjeev Sharma added: 'We are extremely pleased to have once again assisted long standing client Downing on another exciting investment opportunity. We wish all parties the best of luck and look forward to working with Downing again in the near future.'

Shoosmiths LLP is one of the most active UK law firms in the area of advanced manufacturing and tech start-ups, acting for founders, investors, funders, and research organisations, who look to the firm for VCT, EIS and SEIS tax advice, IP and commercialisation. Shoosmiths was recently 'Highly Commended' in the EIS Awards 2017 and was a finalist at the Investor Allstar Awards 2016.

Nationally, the corporate team is ranked in first place by deal volume in Experian's 2016 MarketIQ UK & Ireland M&A league tables. The team was recognised for its mergers and acquisitions expertise at the 2015 M&A Awards, winning the Law Firm of the Year category.

Today marked the last Spring Budget and Philip Hammond's first Budget as chancellor.

Our legal experts comment on the plans unveiled around technology and connectivity, what more funding in to academia will mean for business, employment practices ('returnships' in particular), and reforms to pensions and tax.

Corporate

Alastair Peet, corporate partner commented on the opportunities the £270m fund for the tech industry will bring to the UK and to investors:

'The Chancellor's announcement of a £270 million fund to help develop Artificial Intelligence, biotech enterprise and driverless cars will be seen as a welcome boost by start-ups and established companies alike. The announcement can also be taken as an acknowledgement by the government that the UK has considerable talent in the tech industry that warrants sufficient support to develop it. The UK is the world leader for AI start-ups and this has been evidenced by global tech giants snapping up UK-based AI start-ups such as Microsoft buying Touchtype and Apple acquiring VocalIQ.

'It is possible this kind of fund will help to stimulate more venture capital investment too, as money for development means more opportunities for UK-based and overseas investors to invest in new platforms and products.

'This announcement gives assurance to those operating in and around tech that the government is taking seriously all of the opportunities that AI will bring, and is preparing for a more connected country in an increasingly globalised world.

Tax

Kate Featherstone, tax partner, comments on proposed tax reforms:

'A shake-up of the tax treatment for those who are self-employed or choose to work through a personal service company has been threatened for some time and, in his Spring Budget 2017, Phillip Hammond took steps to address the disparity between the taxation of employees and the self-employed. 'Amendments to the State Pension mean there is now little justification for the self-employed to pay less tax than the employed. While the government are keen to encourage entrepreneurialism and self-employment, they do not want tax savings to be the sole motivation for an individual to choose to be self-employed as opposed to employed. The following changes were therefore announced.

The self-employed

'An increase of the main rate of Class 4 National Insurance Contributions from 9% to 10% in April 2018 (and then 11% in April 2019) increases the tax burden on self-employed individuals with profits over £16,250.'

Working through a personal service company

'The tax-free dividend allowance will be reduced from £5,000 to £2,000 from April 2018. Those who provide their services through their own personal service company will, from April 2018, have to pay tax on any dividends over £2,000, thereby reducing the tax advantages of providing services in this manner.'

Employment

Antonia Blackwell, senior associate in the employment team, commented on the chancellor's announcement to support 'returnships':

'Today's budget has limited impact in the sphere of employment law. However, it is encouraging to see the Chancellor recognise the need for individuals to have the opportunity to retrain and upskill at all points in their life. To achieve this the Government has stated its intention to work with business groups and public sector organisations to identify how best to increase the number of returnships, supported by £5 million of new funding. Returnships offer people who have taken lengthy career breaks a clear route back to employment.

In addition, as part of its commitment to ensuring public services deliver for everyone, the government has agreed to create a new £5 million centenary fund for projects to celebrate the centenary of voting rights being extended to women for the first time in 1918, such as to educate young people about its significance.

Commercial TMC

Joe Stephenson, senior associate in the TMC team comments on plans for the UK's digital infrastructure:

'As heavily trailed in the press, this, the final spring budget, introduces a raft of measures intended to boost Britain's public and private engagement in digital infrastructure.

'In a Budget characterised by cautious spending, the Chancellor's announcement of a £270 million fund to support development of AI, biotech enterprise and driverless cars is a clear indication of government focus on a high-tech and connected post-Brexit British economy.

'In a nod to the National Infrastructure Commission's Connected Future report, the Budget also includes details of:

• UK government-backed fibre and 5G trials, including preparedness across Britain's roads, railways and city centres;
• aggressive promises in relation to digital connectivity across the United Kingdom, including a £200 million fund for fibre broadband projects;
• new funding to support STEM subjects at university level, including a £300 million research fund and 1,000 new PhD places; and (predictably)
• promises of post Brexit openness.

'If this Budget's overriding aim is to demonstrate a Britain strong outside of the EU, the object for digital is a clear message that the United Kingdom remains open for global, tech driven business. A potentially challenging balance to strike.

'Whilst the above demonstrates a strong, tangible prioritisation of digital infrastructure concerns, it is important to interpret all spending in light of the Government's broader deficit reduction objective. As the difficulties surrounding the rural broadband role out have demonstrated, infrastructure spend can often take a backseat in times of political and economic uncertainty.'

Shoosmiths commercial partner Andy Brennan, also comments on the chancellors plans to pump more funding in to academia:

'The chancellor has just announced he is allocating £300m to support the brightest research talent, including for 1,000 PhD students in STEM subjects, including maintenance loans for part time undergraduates and doctoral loans in all subjects for the first time.

'These plans signal a firm commitment to extract the very best talent the UK has got to give. It also links in with the government's wider industrial strategy, representing a further commitment to research and innovation and the knowledge economy.

'The long-term aim of giving greater access to higher education at PHD and Doctoral level is to boost the prospect of a thriving economy. Lifelong learning will help more people get higher skilled jobs and will no doubt present greater opportunities for more high growth and technology led businesses to flourish, creating benefits for all.'

Pensions

Paul Carney, pensions partner at Shoosmiths comments on the chancellor's crack-down tax avoidance and plans surrounding master trusts:

Preventing tax avoidance

'The chancellor has announced measures which are intended to prevent tax avoidance through the use of overseas pension schemes/ arrangements. It has been possible to transfer funds from a UK pension scheme to an overseas scheme provided that that scheme is included on a government published list of qualifying recognised overseas pension scheme (QROPS). The intention is to introduce a 25% tax charge on transfers to QROPS and, the government states, the idea is to target '...those seeking to reduce the tax payable by moving their pension wealth to another jurisdiction". Exceptions apply where (let's say) there is a good (i.e. genuine) reason for the transfer so; those seeking to emigrate and take their pension monies with them to their new country should be ok.'

Master trusts

'Over the last few years, there has been a growth in the number of and use of master trust pension schemes; master trusts are (as the name indicates) trust-based pension schemes constituted as multi-employer schemes for employers which are not associated with each other. The government has previously expressed concern about the regulation of such schemes and has confirmed that it will change the tax registration process for them. The intention is to make the process for the registration of master trusts consistent with the Pension Regulator's new authorisation and supervision regime.'

National law firm Shoosmiths has advised global property investment company London & Regional Properties on its acquisition of the Holiday Inn Express business and property in Portsmouth.

Previously a Hilton Hotel, the property has undergone an extensive refurbishment in the last 12 months. Having acquired a large portfolio from Atlas Hotels last year which included 46 Holiday Inn Express hotels, London & Regional Properties continues to grow its budget accommodation brand with this latest acquisition.

The Shoosmiths team was led by corporate partner Ben Turner with associate Georgina Gurnhill assisting. The real estate team was headed by client partner Kathy Toon and senior associate Stephen Cock provided construction advice. The transaction required significant cross-discipline working combining complex, deal-critical construction aspects as well as specialist hotel and leisure sector expertise.

Known for its 15-strong high-end hotel portfolio which includes the five-star London Hilton on Park Lane and Cliveden House in Berkshire, the Holiday Inn Express sites are its first budget addition to the group.

Leonard Sebastian of London & Regional Properties, commented: 'Shoosmiths provided effective legal advice with a commercial and pragmatic approach on a range of aspects to ensure the process was as efficient as possible'.

Ben Turner, added: 'We are thrilled to assist key client London & Regional on this follow-on acquisition that complements their existing hotel portfolio. The transaction required us to draw upon expertise from across the firm and to provide our client with a seamless one stop shop service. We look forward to working with L&R as it continues to build on their increasingly impressive hotel portfolio.'

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 first place by deal volume in Experian's 2016 MarketIQ UK & Ireland M&A league tables. 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' real estate group is one of the largest in the UK, made up of teams advising on real estate, construction, planning, property litigation and environmental issues.

Shoosmiths' clients include commercial and residential developers, investors, retail and leisure operators, social housing bodies, major corporates occupiers, banks and other funders and a range of public sector bodies.

This article looks at the new reporting on payment practices and performance regulations and the unlimited fines in place for non-compliance.

On 6 April 2017, new regulations come into force which require larger companies and Limited Liability Partnerships (LLPs) to publish information about payment practices twice a year. This is part of a government initiative to encourage timely payments and thereby improve cashflow for smaller suppliers.

The Reporting on Payment Practices and Performance Regulations 2017 and the Limited Liability Partnerships (Reporting on Payment Practices and Performance) Regulations 2017 (together 'Regulations') create new criminal offences for companies and their directors (or designated members in the case of LLPs) who fail to comply.

Who do the Regulations apply to?

The Regulations apply to companies and LLPs that exceed any of the two or more qualifying thresholds:

1. a turnover of £36 million;
2. a balance sheet total of more than £18 million;
3. an average number of employees of 250.

Where the business is a parent, the total group figures must be considered in determining whether the Regulations apply, but this does not absolve a UK subsidiary from the need to comply with the Regulations in its own right, if it qualifies on a standalone basis. All UK companies formed and registered under the Companies Act 2006 or previous legislation and all LLPs registered under the Limited Liability Partnerships Act 2000 must consider their own position.

What is required?

Businesses which meet the threshold are required to report on payment practices and performance for contracts entered into on a business to business basis for goods, services or intangible assets, including intellectual property (with an exception for contracts for financial services).

Information including narrative descriptions of standard payment terms, statistics concerning the late payment of invoices, and statements about the business's process for resolving payment must be included in the report, which will be published on a government website and accessible by the public.

The report must be approved by a director (or designated member) before it is published. By comparison, it is worth noting that a recent review of Modern Slavery statements found that many early reporters did not in fact comply, simply because they were not signed by a director.

Reporting obligations

Generally, a business will have two reporting periods in the financial year; one for the first six months of the financial year and the second for the remaining period until the financial year end. Under the Regulations, businesses are required to report within 30 days of the end of the reporting period.

A business with a financial year commencing on 6 April 2017 (the date that the Regulations come into force) will be obliged to report on the period to 5 October 2017 by 4 November 2017.

Offences

Breach of the reporting requirements is a criminal offence.

• The company and directors (or designated members in the case of LLPs) are liable if the requirements to prepare and publish a report are not met, save that a director will not be liable if he or she took all reasonable steps to ensure compliance. There is no requirement that the director must know or ought to have known that an offence was being committed;
• It is also an offence to publish, or cause to be published, false or misleading information;
• Prosecutions can be brought up to three years after an offence; and
• Offences are punishable in the Magistrates' Court by an unlimited fine.

The Explanatory Memorandum to the Regulations states that 'The Department [the Department for Business, Energy and Industrial Strategy] will generally seek to encourage a business to comply with the reporting requirement before steps are taken to prosecute', which indicates that criminal proceedings are likely to be reserved for incidents of serious or persistent non-compliance.

There is a growing trend towards using the criminal law to impose moral and ethical requirements on corporate bodies, with liability attaching to both companies and company directors. The Corporate Finance Bill which is currently before the House of Lords, for example, will create corporate offences where a person associated with a body corporate or partnership facilitates the commission by an employee or agent of a tax evasion offence.

What next?

• Assess whether your business meets the threshold criteria to determine whether it is required to report under the new Regulations and keep decision making under review, especially in growing businesses, or those close to the qualifying thresholds;
• Put a procedure in place with Board level approval to ensure compliance:

1. Decide who will prepare the report for your business;
2. Review payment practices and contract performance to gather necessary information;
3. Prepare the report in good time to ensure its accuracy;
4. Ensure that a director or designated member approves the report before publication; and
5. Minute publication of the compliant report at Board level.

Our Regulatory lawyers are experienced in all aspects of corporate compliance. If you wish to understand the impact of the regulations on your business or require legal advice please contact Philip Ryan or Stephen Johnstone who will be happy to assist.