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Commercial & Corporate Finance

EMI Schemes and furloughing staff

Tim Field
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In recent years, Enterprise Management Incentives (EMI) share options have become an increasingly popular way for owners of small and medium sized businesses to incentivise and provide an opportunity for employees to become shareholders. Therefore they...

COVID 19: The increased use of electronic signatures

Jonathon Holyhead
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The precautions being put into place in the United Kingdom to address the spread of Coronavirus (COVID 19) includes, requiring many people to work from home. Birkett Long is no different, our staff are now working remotely. I myself have now had to take the...

COVID-19: temporary change to buying or selling shares

Tim Field
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The government has released updated advice relating to the stamping of stock transfer forms, payment of stamp duty and the new measures put in place because of coronavirus. As you will be aware, when buying shares in a limited company the government imposes...

Force majeure: Is Coronavirus an Act of God?

David Wisbey
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This is one of a number of questions I have been asked by a client about the impact of the coronavirus on supply chains. Our client manufactures car components in factories in China. It also relies on suppliers of sub-components and raw materials that are...

Directors' personal liability - breach of employment contract

Tracey Dickens
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There are a number of circumstances where directors can be subject to personal liability arising from their wrongdoing while managing a company. These can include: breach of duties under the Companies Act 2006 wrongful trading under the Insolvency Act...

Business team lawyers complete £30m in deals in 14 days

Tim Field
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Despite it being holiday season our Business team remains busy assisting clients with their transactions, resulting in the team completing £30 million of deals over a fortnight. Matters ranged from a company sale worth over £20m to a...

Restricting retailer freedom to discount prices

David Wisbey
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Previously, I have written about suppliers of products getting into trouble for limiting price discounts on their products . Now Casio, the supplier of digital pianos and keyboards, has received a record fine of £3.7 million. This is for restricting...

Basildon: an economic powerhouse of the South-East

Laura Meers
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Birkett Long opened its Basildon office in 2011. With offices already in Colchester and Chelmsford, it may not be immediately obvious why Basildon was chosen as a location for the firm’s third office. Basildon isn’t typically thought of as an...

The "corporate veil" survives - again

David Wisbey
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We have written before about the importance of the “corporate veil” the idea that a limited company is a legal entity in its own right and that it is not possible, in most circumstances, to look behind the company and impose liability on its...

Protecting your taxes in insolvency

David Wisbey
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HM Revenue & Customs (HMRC) has issued a consultation paper with the above name, setting out how it proposes to introduce legislation to make it a secondary preferential creditor for certain tax debts paid by employees and customers. Prior to 2003, HMRC...

Trustees - More time off work?

Tim Field
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As a charity trustee it can often be difficult to find the time to juggle your job, personal and family life along with the strict duties involved in being a trustee. In order to address this problem a group of MPs have put forward a proposed amendment to...

Data Protection - In the name of transparency

Tracey Dickens
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GDPR has only been in force for just about eight months and the first casualties are starting to appear.  The record fine (so far) of €50million is imposed on Google for its breach of data protection rules. This could be a starting point to what...

When can I terminate a commercial agreement?

Thomas Emmett
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Yes, we are talking Brexit again, but not entirely. With Brexit practically upon us, businesses up and down the country might find themselves in unchartered waters wondering how easy or difficult it will be to get out of contractual obligations when the...

Implementation of the EU Trade Mark Directive 2015

Tim Field
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You may or may not be aware that the Trade Mark Directive 2015 comes into effect on 14 January 2019 and the changes it brings may impact on relevant businesses. I would like to highlight some of the key changes in the summary below which is based on the...

Is too much pressure being placed on trustees?

Tim Field
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I have read some interesting articles lately that suggest too much pressure is being placed on charity trustees. As I regularly advise charities, and am a trustee myself, it is important to remember the statutory duties a trustee has and the standards to...

Directors are often also workers and employees

Alan Massenhove
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It can easily be overlooked that in England & Wales a person who is an executive director of a company will often also be a worker, under the Working Time Regulations 1998 and an employee of the company, under the Employment Rights Act 1996 and various...

Why should you invest in a shareholders' agreement

Thomas Emmett
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Business owners have no problem organising business insurance to protect themselves against known potential risks, yet not all shareholders choose to protect themselves against the known risks involved in owning shares in a company. With all the day to day...

Can your commercial relationships survive Brexit?

Tim Field
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The time is uncompromisingly ticking and we are just over 100 days away from the official date when the UK is due to leave the EU. How many of you have sought to or are taking steps to protect your contractual position with your commercial counter-parts,...

Assignment of Receivables - freedom, or red tape?

David Wisbey
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Parliament has passed the Business Contract Terms (Assignment of Receivables) Regulations 2018, to make any term of a relevant contract of no effect if it prohibits the assignment of receivables. The regulations apply to terms in contracts entered into on or...

Oil be the judge of that!

Perdeep Grewal
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Can directors be held personally liable for representations they make on behalf of a company?   In the case of Inter Export LLC v Jonathan Townley and Yaroslavna Lasytsya [2018] EWCA, the Court of Appeal upheld an earlier decision for damages against...

Fair care

David Wisbey
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Fair care – does your care home comply with its consumer law obligations? Following a market study on the care home industry in 2016 and a consultation earlier this year, the Competition and Markets Authority (CMA) has published advice on consumer...

Avoid ending up with an unexpected business partner!

Tracey Dickens
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Our Commercial & Corporate Finance Team has seen an increase in new clients experiencing difficulties following the death of a shareholder, whereby the deceased’s shares are being passed to their relatives. Business owners have been seeking our...

Navigating Business Rates:

Liz O'Mahony
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Navigating Business Rates: The demise of retail and effect on commercial property It seems that more and more businesses, from small pubs to giant retailers, are closing down. I am sure there are many factors attributable to this phenomenon but...

Good news for golfers?

David Wisbey
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Ping, a well-known maker of golf clubs, golf accessories and clothing, recently lost its appeal against a ruling by the UK Competition and Markets Authority (CMA) that Ping’s ban on retailers selling its golf clubs over the internet was...

UK mergers and acquisitions

Tim Field
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The Office for National Statistics (ONS) has released its latest figures relating to mergers and acquisitions involving UK Companies for Q2 (April to June 2018). The figures produced by the ONS only looks at those transactions with a value greater than...

Changes to Termination Clauses

David Feakins
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On 26 August 2018, the Government announced its proposals to make extensive changes to the insolvency legislation currently in force within the UK. These proposed changes form part of the Government’s focus on “delivering a strong business...

It still matters where the money came from

Philip Hoddell
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There has been a growing trend for spouses to claim that the origins of family wealth are unimportant and that any increase in assets which correlates with the time of the marriage should, without exception, be shared equally. Now the High Court has...

Growing your business

Tim Field
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As news outlets are increasingly forecasting doom and gloom with the prospect of a ‘no deal’ Brexit, it was uplifting to see that economic growth in the UK actually picked up in the three months to June. Whilst uncertain times can be unsettling...

Louboutin gets a better break than Kit Kat

Tim Field
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In what can often be seen as the complicated world of intellectual property, why did Kit Kat lose their trademark case whilst Louboutin’s red soles won? Many people will be equally familiar with the trapezoidal snack bar and the striking red soles of...

Charity Commission makes changes to rules

Tim Field
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It is perhaps not surprising that the Charity Commission has updated its automatic disqualification rule, given the recent charity scandals that have hit the headlines and public confidence in the charity sector being so low. On 1 st August 2018, greater...

The tightening of data protection law

Tracey Dickens
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Following the news that 143 million people have been hit by a data breach at Equifax , Tracey Dickens comments. The tightening of data protection law with the new GDPR is aimed very much at security breaches like this. The new General Data Protection...

Changes to the register of people with significant control

Tim Field
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Who has significant control of your company and what are the consequences of not knowing? Since 6 April 2016 there has been an obligation placed upon private limited companies to keep and maintain a register of those people or entities that have significant...

Fundraising Preference Scheme has been launched

Tim Field
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Charities should take note of the Fundraising Preference Service that was launched on 6 July 2017. The service enables the public to request that charities stop making direct marketing phone calls and sending emails, text messages and letters to them. There...

Goods Mortgages - consumer protection enhanced?

Thomas Emmett
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Bills of Sale are a way in which individuals can use their goods, which they already own, as security for loans or other obligations whilst retaining possession of those goods. The main type of Bill used is a Security Bill (also known as a Conditional...

New CAP Code rules on advertising certain foods to children

Thomas Emmett
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On 1 July 2017 new rules banning the advertising of high fat, salt and sugar food and drink products (HFSS) in children’s media came into force. The rules apply across all non-broadcast media including print, online and in social media. A summary of...

The right to be forgotten

Tracey Dickens
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The Government is ramping up its visibility of this new law. Failure to comply with the General Data Protection Regulation could result in your business receiving a heavy fine.  Businesses that deal with consumers need to: 1. Be aware that their...

Today's attitude towards protecting intellectual property

Thomas Emmett
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The British legal system has historically protected the rights of British authors and British inventors, all the way back to the 1800’s. This is because the UK was, and still is, a powerful force in innovation. In 1842, Charles Dickens understood the...

Singhsbury's vs Sainsbury's - the battle of the burys

Thomas Emmett
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It seems that a day doesn’t go by without another report relating to the subject appearing in the news and this week is no different, with major newspapers and other media outlets reporting that a large superstore threatened legal action against a...

Liability of a Parent Company for a Subsidiary

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Here at Birkett Long, we know when going down the business road, issues may arise where the company has to take the (often financial) responsibility, but who is ultimately liable?  The parent company or the subsidiary? A fundamental principle of...

The rule on penalty clauses applied in the High Court

Thomas Emmett
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In a previous blog (which you can read here) , I discussed the change to the rule on penalty clauses resulting from the Supreme Court’s decision in Cavendish Square Holding BV v Talal El Makdessi and ParkingEye Ltd v Beavis [2015] UKSC 67. In that...

Not fair? Not binding

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A client has read the terms and conditions and has signed, so it must be legally binding, right?  Well actually, not necessarily, particularly if it contains unfair terms.  On 24 October 2016, the Competition and Markets Authority...

'Appalling' UK start-up funding

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In conversation with the BBC (click here to read article) , funding manager, Neil Woodford, verbally tore down the UK’s start-up funding, labelling it as “appallingly bad”.  The discussion saw the comparison of moderately successful...

2016 Legal 500 results are out!

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"A standout name in Essex" quoted by Legal 500 2016 for Birkett Long! This year has been a great success for Birkett Long, 3 of our partners have again been ranked as "Leading Individuals". These are Claire Read, Head of Wills, Trusts...

Small business growing at fastest rate since the "credit crunch"

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A recent report produced by the Enterprise Research Centre claims that more than 600,000 new jobs were created by small and medium sized businesses during 2014.  This is the biggest increase since the recession began in 2008 and shows how important such...

Things just went Tidal in the music industry

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Their aim was to create music history, which they did, but with a tsunami of backlash. The roll call of music industry illuminati was beyond even Bob Geldoff’s wildest Band Aid dreams: Jay Z, Beyoncé, Rihanna, Chris Martin, Madonna, Usher, Kanye...

Did you know you could cancel it?

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As a busy working mum, I do most of my shopping online. As a solicitor specialising in e-commerce I am aware of my rights as a consumer when making purchases via the internet. The right of cancellation is particularly useful when something arrives that...

Nothing changes

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Some of you may have noticed that I haven’t blogged for some time. This is because I have been on maternity leave for the past 12 months. The office has changed during my absence, some people have left but lots have joined us and it is great to see so...

Sustainable energy shouldn't make businesses feel green

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While it is now clear that the UK must do more to create its own energy, there is no consensus as to how and where this energy should be produced. Each possibility poses its own concerns – has ‘fracking’ been suitably tested? What if...

Chelmsford's innovative history

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After recently moving to Chelmsford, I’ve enjoyed acclimatising to living in one of Britain’s newest cities. However it is still the statement that greeted my arrival, “Welcome to Chelmsford – the birthplace of radio”, which...

Be careful of what you post online!

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It’s easy to post a picture or comment on social networking sites such as Facebook, Twitter, Myspace and Bebo without contemplating the consequences of your actions. Two individuals have recently found themselves in hot water after they posted...

"Free" apps - the OFT investigates at last!

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As a parent of a young child who is already an expert at using an iPad, I am pleased to hear that the Office of Fair Trading (OFT) has launched an investigation into online games which encourage children to make “in-app” purchases. An...

What happens to your Gmail when you die?

Claire Read
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Google is leading the way in planning for your digital assets on your death. They have launched a new feature that makes it easy to tell Google what you want done with your Gmail messages and data from several other Google services when you die or can no...

If you've not paid for it, don't use it!

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A recent case involving DKNY, the US fashion label, has reminded me of a common mistake I often see clients making; reproducing a photograph or other image without permission. Photographs and other artistic works are protected by copyright for 70 years after...

Our first Birkett Long 'Green' Breakfast

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7 March was not only the day that the game Monopoly was invented, it was the day that Birkett Long held its first in a series of green breakfasts. 7 March 2013 was our first ‘green’ breakfast in Chelmsford where our team leader David Rayner and...

EU reform proposals to include Data Protection Officers - the MoJ says 'nul point'

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In line with previous statements on this issue the UK government has categorically stated that businesses should not be placed under any further commitment to appoint dedicated data protection officers that they would have had to under a new EU data...

Sharing is caring...for Google, but not for Europe

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It was reported recently that Twitter was selling-off tweets to marketing companies, and that as of 1 March 2012 Google changed its privacy policy for all of its services (including YouTube, Gmail and Blogger). In neither case was the user informed of this...

The Colour Purple

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A ruling in the High Court means that Cadbury owns the exclusive rights to use its famous purple shaded packaging for milk chocolate bars and drinking chocolate. Nestle had opposed Cadbury’s trade mark application for that particular shade of purple,...

Do you have your head in the clouds?

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The recent iCloud failure which caused an outage for many has highlighted the rise of ‘cloud’ providers such as Google and iCloud and calls into question how robust and secure this new method of storage is. ‘Cloud computing’ was...

Can't afford to take legal advice? Can't afford not to!

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Recently I came across a tale of someone who was a guarantor on a lease, his business had sadly gone bust and the landlord was claiming the rent for all of the remaining years on the lease from him as guarantor.  He agreed to pay the landlord...

I bought it so I own it!

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Well, if the thing you bought is a music download you probably don’t. Instead, you will have purchased a license to play the track or album and that license will have come with an extremely limited set of rights. In particular, that license is likely...

A TOWIE Tweet Too Far!

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Tweets made by Gemma Collins of The Only Way Is Essex fame have landed a hair salon in hot water. The reality TV star posted two messages on Twitter earlier this year after visiting Toni & Guy’s salon at Lakeside shopping centre. A complaint was...

.yournamehere - Top Level Domains are changing but what does it mean?

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A Top Level Domain (TLD) is the first part after the dot, such as .com, .gov, .edu. Earlier this year, the Internet Corporation for Assigning Names and Numbers (ICANN), the non-profit company responsible for what becomes a TLD, introduced a program to allow...

Trolling victim wins case against Facebook

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The word “troll” has been adopted to identify individuals who post inflammatory comments on online discussion forums, chat rooms or blogs with the primary aim of provoking an emotional response from readers. Most of us are now familiar with this...

Cookies - have you got consent?

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No I am not referring to the edible variety! I am talking about small pieces of information that most websites store on the browser or the hard drive of your computer. This may be done for a variety of reasons, such as making the website easier to use (e.g....