Legal


Consider the legal requirements of new workplace practices


Employers looking to update working practices and associated policies could be taken to the cleaners, if they are not careful. Employment law specialists Pinsent Masons have


warned that legal action might follow if employers do not consult their workforce and carry out risk assessments. A number of organisations have already revealed


intentions for permanent changes to these policies, as firms begin to drift back to work after lockdown. Among them is working from home – but Pinsent


lawyers say that there are a number of legal requirements employers must ensure they follow before implementing new working arrangements. Workplace policies and ‘place of work’ in particular, may be a contractual term and if so, employers are likely to have to consult employees before making permanent changes. Additionally, organisations must ensure they


continue to meet their health and safety obligations, which is challenging with more people working from home. Amy Hextell, an employment


law specialist at Pinsent, said: “The last 12 months have allowed companies to see the benefits of working from home, and a number of


ADVERTISEMENT FEATURE


Checking whether ‘The Price Is Right’ when buying or selling a business


‘The Price Is Right’ might be a clichéd game show title, but it’s a fundamental point to get clear from the outset of negotiations for anyone buying or selling a business. As deals activity has bucked the


Covid crisis and continued to flourish, with many potential buyers and sellers considering their options. When businesses are being


bought and sold, everyone’s focus is ultimately on achieving the best deal for them but agreeing terms to buy or sell a business is not always as clear cut as it may at first appear. Often negotiating parties will


agree a headline price with very little detail as to what this includes or what it is based on, and this is particularly an issue if you are buying or selling a limited company. Our experience shows that


flushing out the detail of the deal terms as early as possible will ultimately save our clients time,


costs and avoid misunderstandings as the deal progresses.


Is the deal price fixed? Often the deal price first stated is a headline starting point and not the actual cash price the seller ultimately receives, the headline price is often accompanied by the phrase “cash free/debt free”. This can mean that the buyer will


require various deductions to be made, such as bank loans or overdrafts outstanding at completion. Or a seller may have large cash


reserves in the business and will expect this cash in addition to the headline deal price. To avoid misunderstandings,


state explicitly what you consider to be included and excluded from the deal price quoted so that expectations are clear from the outset.


What’s the price based on? Is the headline price based on the assumption that at completion the


net asset position of the business will be no worse than set out in the last set of full accounts provided to the buyer prior to it making its offer? Or, does the buyer require a


specific minimum net asset target to be achieved at completion? If so, make that target amount clear and state also whether there is an expectation of a minimum amount of cash being left in the company.


What are ‘completion accounts’? The practicalities of how a final adjusted price is established should be discussed at the same time as agreeing the price. It can often be a requirement


that ‘completion accounts’ are drawn up to establish any price adjustments to be required to reflect apportioning of pre- completion income and expenditure. These are accounts drawn up to the date of completion as though that date were the business year end.


They seek to be as accurate as


possible about apportioning income and expenditure to the period pre-completion, and enable a level of accuracy to be achieved in finalising the price payable. A deal will always progress more smoothly if all the above issues on are the table from the outset of negotiations. We will guide you through the


entire process of buying or selling your business, from the point of initial negotiations to final completion and always look to ensure that as far as possible the deal you agreed is the deal you get.


For further advice contact Fiona Boxwell, Corporate Associate Director on 0345 20 73 72 8 or fboxwell@thursfields.co.uk.


businesses are starting to implement new ways of working, including increased remote working. “If place of work is contractual in nature, then


consultation will likely be required before changes can be made. Unlike non-contractual polices, any contractual term can only be changed if there is an existing contractual right to do so, by agreement, or by terminating the existing contract and offering re- engagement on the new contractual terms. “A refocus on health and safety obligations will also


Amy Hextell: Employers shouldn’t rush into making changes


become more important, especially where employers encourage staff to work from home on an ongoing basis. “Employers have a duty of care for the health and safety of their workforce, regardless of whether staff are office- based or working remotely. It is important to carry out work station assessments and consider safeguarding the mental health of home workers in good time before policies are implemented. “At the same time, employers should not rush into making permanent decisions without having gauged staff preferences and properly thinking through the steps needed to ensure health and safety of those working from home.”


Sector Focus


Lawyers advise on housing deal


Law firm Bevan Brittan, led by a partner from its Birmingham office, has advised housing association Catalyst Housing Group on its link-up with Rosebery Housing Association. The link-up – described as a


‘partnership’ - means Rosebery will operate as a subsidiary of Catalyst, but with its own board and management team, operating within a defined geographic area. Catalyst owns and manages


34,000 homes in London and the South East and Rosebery has around 2,700 in Epsom and the surrounding areas. The partnership will deliver


2,000 new homes in Rosebery’s area of operation within 10 years. Bevan Brittan partner and


social housing specialist Sarah Greenhalgh, who is based in the firm’s Birmingham office, led the 20-strong team that advised Catalyst on the partnership. She said: “ It is enormously


satisfying to play a part in a deal like this which will help to improve communities and provide much needed homes.”


May 2021 CHAMBERLINK 61


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