Keebles in the Media Spotlight: November 2018
Why sale and leaseback of premises can attract new partners
By Clare Darwood, specialist commercial property solicitor at Keebles
Many practices understandably struggle with the decision of whether to purchase practice premises or take a lease. Historically most practices operate from freehold properties owned by the partners - with incoming partners buying a share in the property on joining the partnership; and those retiring selling their shares back to the existing partners. Although this traditional ownership structure has not caused any specific issues, it is now regarded as one of the reasons why partnerships are experiencing difficulties with recruitment - and why fewer people consider becoming a partner. New partners may struggle to find the funds to take on a share of the premises or are unwilling to enter into more debt. For many, the risks of buying-in outweigh potential benefits - such as capital growth - further down the line. Increasingly, practices are looking to sale and leaseback deals to avoid the financial pressures of new partners needing to buy-in – an arrangement which is changing property ownership for partners. A sale would provide an injection of cash into the partnership (although high early redemption penalties may need to be factored in) - and could see the partnership debt free. Other considerations are the partnerships’ ability to secure future funding as they will no longer own the freehold asset - along with potential capital gains tax consequences for current and/or future partners. With a lease arrangement, practices should be aware that although partners will need to put their name to a lease which will come with the usual tenant obligations, there is no lump sum investment required – potentially making this a more attractive option for new partners. With this arrangement, the landlord would hopefully maintain the property to a good standard, avoiding partners becoming embroiled in property matters and copious paperwork. It is worth bearing in mind however, that although rent reimbursement will still play a part, the NHS will not reimburse the partnership for the costs of any repairs which fall to the tenant. A sale and leaseback speeds up the retirement process as selling shares in a property partnership can be costly, time-consuming and complicated for all parties involved. The arrangement also means the freehold property is sold by the partnership to a third-party investor who simultaneously grants a lease of the property back to the partnership. The lease is usually for a term of 20-25 years - however the term is usually negotiable and assessed on a case by case basis. As GPs benefit from NHS rent reimbursement, they are regarded as being strong tenants by prospective investors who are unlikely to default on rent payments. It is likewise important to safeguard the partnership in the lease should such rent reimbursement be withdrawn or decreased or, for example, where only one partner remains. Choosing a potential landlord is an important aspect of the process (whether it be a large niche investor, such as Assura or a smaller investor). It is advisable to appoint a specialist healthcare surveyor to assist with this and to negotiate the heads of terms. Prior to completing a sale and leaseback transaction, the approval of NHS England is required in order for recurring notional rent funding to continue under the General Medical Services (Premises Costs) Directions 2013.
There is no standard format of lease, so NHS England will obtain input from the District Valuer as to the most appropriate lease terms. It is important for practices to engage with their local NHS body as early as possible avoid any delays with this approval process. About the author : Clare Darwood is a specialist solicitor at Keebles which offers support and guidance in all aspects of the law to the healthcare sector. Clare can be contacted on 0114 290 6266 or email@example.com.
The Legal 500: The best lawyers in Sheffield judged
Yorkshire’s legal sector continues to thrive, with a buoyant market and active transactional workload that has so far weathered the storm of the looming presence of Brexit. It is attracting a steady stream of investment through property developments, substantial construction work and infrastructure projects, with further investment promised through the government’s Northern Powerhouse initiative, which aims to boost economic growth in the North of England and encourage greater diversification across the region. Sheffield continues to be a hub for manufacturing work and is very strong in corporate and commercial activity, which includes mergers and acquisitions, franchising and intellectual property. Highly rated firms include Keebles, Lupton Fawcett, Irwin Mitchell, Taylor and Emmet, Wake Smith, DLA Piper and CMS. Michele Phillips, office head at Lupton Fawcett LLP is among those hailed a ‘leading individual’ while Matt Ainsworth of Keebles (the new name for HLW Keeble Hawson), is a ‘next generation lawyer’. Other key figures include Neil Large, who leads the Lupton Fawcett team, Keebles managing partner Paul Trudgill, who focuses on M&A and MBO work and Roger Dyson, who acts for SMEs and owner-managed businesses. Laurence Gavin heads the practice at Irwin Mitchell and ‘has a good knowledge of complex issues paired with advice that is always well researched’. Taylor & Emmet department head Rob Moore primarily acts for SMEs in the Yorkshire region and is supported by solicitor Ryan Fitzpatrick. Wake Smith Solicitors Limited’s ‘superb’ team is led by Duncan Shepherd, while John Baddeley is also a name to note and is experienced in mergers and restructurings. The Legal 500 is a major guide to law firms and the source for The Star’s supplement. Researchers speak to lawyers and clients to produce the annual report on developments in the legal market. Its recommendations are based on what clients say and the opinions of thousands of lawyers and details of cases and transactions. A spokesman said: “The only way a law firm can get into our ranking tables and commentary is on merit - if our researchers think it’s good enough for inclusion. It is not possible for a firm to buy its way into the editorial. ”Firms are ranked by criteria including technical ability for the most complex and innovative work, prestigious clients, in-depth capability beyond star’ partners, capacity for the biggest cases and market share.” Sheffield is renowned as a manufacturing hub which is reflected in its legal strengths. Corporate and commercial work, commercial litigation, corporate tax and employment law. Other areas reviewed by the Legal 500 include personal injury. Irwin Mitchell, Keebles, Lupton Fawcett and Wake Smith all receive a glowing mention. Top tier Irwin Mitchell’s personal injury team is split across the Leeds and Sheffield offices and has ‘a well-deserved reputation for excellence’. Taylor & Emmet’s department head Jonathan Stittle has expertise in serious head injuries, paraplegia, industrial diseases and fatal accidents. The ‘excellent‘ personal injury practice at Wake Smith is headed up by Terence Regan. The department includes chartered legal executive David Brown, who is recommended for his ‘thoroughness‘.
Residents’ Associations and their power to request information about leaseholders
Cassandra Zanelli, Partner and Head of Property Management, PM Legal Services
Keebles’ peddle power boosts support for Cavendish Cancer Care
A seven-strong team of trainees from Keebles set their charity fundraising wheels in motion by jointly clocking up 544 kilometres on static bikes.
The trainees at the award-winning firm which has offices in Sheffield, Doncaster and Leeds, took part in the cycle challenge at Sheffield Hallam University’s City Campus during Freshers’ Week. Participants were Andrew Donaldson, Amelia Goodair, Kate Langley, Arjun Singh Emma Stamp John Warburton and Louise Ward. They were cheered on by representatives from Cavendish Cancer Care and supported by work colleagues who got on the bikes during their lunch break. Cavendish Cancer Care improves the quality of life for people living with cancer in South Yorkshire, North Derbyshire and Nottinghamshire. Relying on donations from supporters and the generosity of former clients, the charity gives people with cancer and their families the chance to talk in confidence. It also offers complementary therapies to support their recovery. Louise Ward said: “We all had a great time on the bikes, despite feeling a little sore afterwards! It is always a pleasure to help raise funds and awareness for Cavendish Cancer Care, which is such a worthwhile cause. We also enjoyed being part of the freshers’ festivities, and wanted to say a big ‘thank you’ to Sheffield Hallam University and their students for their generosity in enabling us to use the bikes and their venue.” A champion of giving back to its local communities, Keebles’ is also supporting a series of age friendly and dementia friendly events spearheaded by Cast – a charity recognised as the home of world-class theatre in Doncaster. The firm – crowned Law Firm of the Year at the Sheffield City Region Dealmakers Awards in 2017 and 2018 – has also led and hosted a second annual general knowledge quiz which boosted the fundraising goals of local charities.
Due diligence issues to consider when selling a dental practice
By Rory Conwill, associate solicitor, Keebles
The process of selling a dental practice can often appear daunting, particularly to those who have never been involved in the sale or acquisition of a business. A large part of any sale - once the fundamental terms of the deal have been agreed – is the gathering together by the prospective buyer of the information that may be relevant to the business. This process, which undertakes a business , legal, and financial investigation of a practice, is called due diligence. Some unprepared practice owners may view due diligence as an intrusive cross-examination of their business. However, if it is tackled properly before the sale begins, due diligence can actually be a useful tool for a prospective seller. It allows them to review their business, address key areas where a potential buyer may have concerns - and make the necessary changes or improvements so that the sale process runs much more smoothly than might otherwise have been the case. Some of the key areas for dental practice owners to consider if a potential sale is on the horizon are: NHS Contracts For those dental practices that provide services under a general dental services contract or personal dental services contract, the contractual documentation in place between the practice and the NHS will be fundamental to the sale. Practice owners should therefore ensure that all NHS contracts are in place, that they reflect the commercial terms agreed with the NHS, and that they have all been properly signed and dated properly. Compliance/Reports A potential buyer will expect that a dental practice is fully compliant with all regulations and guidance issued by the CQC, the General Dental Council and NHS England. In addition, whilst historic health authority inspection reports may often provide an initial view of compliance-type issues relating to the practice, a potential buyer is also likely to want to see historic records of any complaints, investigations and incidences of voluntary reporting, together with the details of any remedial action that may then have been undertaken by the practice once any problematic issues have come to light. Patient Information Alongside details of the charges paid by patients, practice owners should maintain up to date lists of active patients, including a record of whether such patients are funded privately or by the NHS. Where the practice is registered with an independent capitation scheme – such as Denplan or BUPA – details of the scheme should be made available. Employees and Self-employed Staff Comprehensive employee records and contracts should be maintained, together with details of any people who are engaged on a self-employed basis. Details of historic staff grievances and disciplinary procedures should also be kept for a period of at least 12 months.
In addition, it is likely that any buyer of the practice will require sight of the GDC registrations applying to all nurses, dentists and hygienists working at the practice. Data Protection It is important that practice owners ensure that the activities of their surgery are fully compliant with data protection rules and that, where necessary, the practice is registered with the Information Commissioner’s Office. This is particularly important given the introduction of the General Data Protection Rules that came into force in May 2018, with the new regulations having introduced significant additional obligations on those who ‘control’ or ‘process’ data and severe penalties for those businesses who are in breach of the rules.
Keebles acts for Vacation Rentals in Mulberry Cottages acquisition
Yorkshire-based Keebles has helped Vacation Rentals UK to strengthen its grip on the country’s self-catering sector by supporting the acquisition of Mulberry Cottages for an undisclosed sum. Canterbury-based Mulberry will join Vacation Rentals UK’s existing cottage holiday brands including English Country Cottages, Salcombe & Dartmouth Holiday Homes, Cumbrian Cottages, Blue Chip Holidays and cottages.com. The boutique self-catering lettings agency, which started operations in 2006, represents more than 600 properties mainly across southern England. Its properties range from country houses and cottages, to beachside retreats and city centre apartments. The existing Mulberry team will continue to operate from its offices in Canterbury, Cheltenham and Winchester. Vacation Rentals UK is part of European Vacations Rentals, with brands including Landal GreenParks, Hoseasons, Novasol and James Villas. The company’s property and portfolio managing director Allan Lambert said: “We are delighted to be bringing the Mulberry Cottages business into our family of brands. “As a company we are looking to expand both organically and through the acquisition of great businesses like Mulberry. We look forward to working with the team to help the Mulberry business reach new audiences.” Mulberry Cottages founder Sarah Wood added: “This is a great move for the business, which will benefit from new distribution channels and technology available through Vacation Rentals UK. I am sure the team will continue to deliver great service and grow under its new ownership.” Matt Ainsworth, head of Keebles’ corporate and commercial team, said: “It’s tremendous to play a role in the dynamic growth strategy of Vacation Rentals UK, a long-standing client and market-leading brand.” Keebles’ multi-award winning corporate and commercial team is among the biggest of its kind in Yorkshire.
Property People Q & A
Clare Darwood is an associate in Keebles’ commercial property department
What are the prospects for the property sector in Yorkshire?
Really good. The commercial property market continues to grow – subject to the unknown impact of Brexit. There is an ongoing demand for industrial, office space as well as property investment. Working in Sheffield it is great to see a number of prestigious names entering the city and taking commercial space. Our team is as busy as ever further supporting the buoyant property environment.
What is your favourite building in the region and why?
The region has a rich balance of iconic buildings and exciting new innovative designs. My favourite historic architecture in Sheffield includes City Hall, the cathedral and the central library. In Leeds I really like the properties on East Parade, the Town Hall, Leeds General Infirmary and the grade II listed old Post Office Building which was designed and built in 1896 during the reign of Queen Victoria. I also equally enjoy the modern creativity in developments at Kelham Island for example, or the new Victoria Gate shopping centre in Leeds, which is referred to as ‘Knightsbridge of the North’.
If you could change one thing to improve the property industry in this region, what would it be?
I’d add to the growing call for urgent reform of the punishing business rates in England as we continue to witness closures accompanied by tens of thousands of job losses – a major imbalance against a buoyant employment backdrop. The current demands on retailers are decimating towns and city centres with row upon row of empty properties.
Whom do you most admire in property in Yorkshire?
I am lucky to work with a great team at Keebles and I have a huge amount of respect for those who have been in the industry for many years. I feel very grateful to have trained at the firm alongside such knowledgeable, dedicated and committed people.
What is the best project you have been involved in?
We have a large client base and every project is different, whether it is a site acquisition for a commercial development or a purchase to convert or build a residential estate, they all have their own merits.
Keebles’ Debt Recovery Team in final line up of two categories of the CICM Awards for the second consecutive year
Third Party Debt Collection Team of the Year
Clarke Willmott LLP Darcey Quigley & Co Echo Managed Services - Northern Ireland & NI Water Hilton-Baird Collection Services Keebles The Zinc Group Ltd ZZPS Limited
Legal Team of the Year
Ascent Performance Group Limited Blaser Mills Law Keebles Shakespeare Martineau
Who gets the dog in a divorce?
As a nation of pet lovers, owning 27 million pets, the issue of where the pet lives after separation can spark acrimonious arguments between separating couples.
An essential part of family life, pets create strong emotional bonds with their owners. Integral to the social calendar and outings, they often accompany the family on holiday.
Under the existing laws, when marriages and relationships fall apart, the courts deal with pets as an item of personal property like cars, furniture or books.
New laws coming into force in California in January 2019 will prevent this by giving judges the authority to decide who gets pet custody in the same way they determine child custody. Judges also take into account key issues such as who feeds and walks the pet and takes it to the vets. We do not have this provision in the UK.
If you haven’t included future provision for your pet in a pre-nup, I recommend the following steps:
1. Irrespective of who bought the pet; avoid it becoming a bargaining chip in deciding the ownership of assets.
2. In the same way that you and your ex would work together to put your child or children’s well- being first, discuss what outcome would be in the pet’s best interests. If your pet has a strong emotional connection with your children and you are their primary carer, it makes sense for it to remain living with you to create stability. Some couples let it travel with the children when at each other’s homes. 3. If your ex is also close to the pet, try and stay amicable and let him or her see the pet. You can maintain healthy routines by suggesting dog walking in some of the time your ex spends with the children. Your ex may also want to look after the dog while you and the children are on holiday – resulting in a practical and financial ‘win-win’.
4. If you’re unable to work things out and the pet was a gift from your ex to you or vice versa, a court might rule ownership of the animal remains with the donee.
Try not to remove the pet (as many do) from the ex’s house without warning or request. This always ends up in a very acrimonious separation. It is important to be aware that a court will do anything to avoid making a direct decision about who gets the pet. The court will only decide the legal ownership of the pet, which might not be the outcome either of you want.
When deciding the way forward, consider the impact of the breakdown on pets who are also affected by the negativity and uncertainly of divorce and crave stability and routine.
Licenced for growth: how manufacturers can avoid crippling penalties
By Clare Darwood, associate solicitor, Keebles
Although advancing technologies now enable manufacturers to review the efficiency of their production/logistics spaces virtually, tenants are urged to avoid making actual improvements without careful checks. Leases of any commercial space usually prohibit or restrict the tenant’s ability to alter the property in various ways. This protects the landlord from changes that may have an adverse effect on the property such as its value or the ability to re-let it in the future. A way around this is for the lease to permit tenants to apply to the landlord for a licence so alterations can be made. The Landlord and Tenant Act 1927 states that, where these are put forward as an “improvement”, consent cannot be unreasonably withheld. The financial penalties for making alterations without a licence could be crippling for a manufacturer. They can include the lease being forfeited and/or the landlord requiring that the property be returned to its original state. There is also the wasted expenditure on making the alterations in the first place. However, securing a licence to adapt manufacturing spaces can take time - and is also costly. Many innovating businesses find it unreasonable to expect a licence to be entered into every time adaptations are needed for improved operations – whether for a change of layout or a complete reconfiguration of the production line. Tenants must usually pay their landlord’s legal and surveyor’s fees when preparing a licence - and, with so many manufacturing, engineering and tech operations accelerating their growth and development, this can become very expensive. There is a growing opinion that manufacturers should be able to alter the property without consent in order to develop their businesses. So how can they avoid being thwarted and impeded when seeking to customise the space they operate for enhanced working practices? A method to streamline the process is agreeing an over-arching licence to make improvements. Although these licences have traditionally been seldom used, they are forecast to become increasingly popular with advancing technologies. The licence could set out a framework for production companies to develop their environment as the need arises. It would detail the types of alteration that might be required, any reasonable limitations to change - and the tenant’s responsibilities upon the termination of the lease, however this may come about. When applying for a licence, the tenant must set out the proposals clearly, so the landlord is able to make an informed decision about consent or reasonable refusal.
Understanding and complying with the rules on alterations to a leased workspace while obtaining maximum benefit from it as a production base can be a complex affair. This makes taking advice from a legal practice with a strong reputation in commercial property when drawing up a lease - or reviewing one - essential for fast-evolving manufacturers.
Keebles helps companies future proof their businesses
Michele Wightman, who heads Keebles’ Private Client department, has equipped companies with insights on how to build a 21st Century business and drive growth.
Helping business owners to future proof their organisations, her presentation at a Doncaster Chamber event outlined how the firm’s staff turnover has been boosted through initiatives including flexible working practices and apprenticeship programmes which have attracted more recruits from black and ethnic minorities (BAME).
Michele, a partner at Keebles, said it is vital that businesses keep a flexible mindset and recommended that they review and overhaul their existing policies.
She said: “At Keebles we conducted an independent and anonymous employee survey to address some long-standing challenges and find out how staff really felt about the firm. The results were invaluable, outlining key areas for improvement – the most pressing of which was introducing ‘agile working’. “The important ‘learns’ from the survey highlighted how going above and beyond statutory minimums, for example with maternity leave, acts as a magnet to attract good staff and sets firms apart from their competitors.” Listening to what employees wanted and implementing changes for the better resulted in a 25% reduction in staff turnover within a 12 month period. It also saw Keebles achieving ambitious growth targets and brought wide-ranging benefits including an increased willingness for employees to recommend the practice to their colleagues and families. Added Michele: “Being open minded and flexible when it comes to how staff work requires an element of trust as many employees’ responsibilities outside work extend to children and sometimes elderly relatives. “Introducing initiatives like ‘hot desking’ and dress down schemes and investing in technology such as laptops and phones to promote flexible working within reason will go a long way to attract and retain the Millennial generation. Depending upon the nature of the business, a good question for companies to ask themselves is ‘do we really need staff to work rigid office hours to be productive?”
Michele received positive feedback from the presentation which took place at Wheatley Golf Club in Doncaster.
A people champion committed to developing the next generation of lawyers, Keebles is a multi- award winning firm with offices in Sheffield, Leeds and Doncaster.
PM Legal Services Highly Commended in the Legal Services Provider category of News on the Block awards
Winner: Leasehold Debt Recovery
Highly Commended: Brethertons LLP & PM Legal Services
Finalists: Brady Solicitors Brethertons LLP Leasehold Debt Recovery PM Legal Services RadcliffesLeBrasseur SHCE Limited t/a The Sheriffs OfficePage 1 Page 2 Page 3 Page 4 Page 5 Page 6 Page 7 Page 8 Page 9 Page 10 Page 11 Page 12 Page 13 Page 14
Made with FlippingBook Learn more on our blog