When life gives you lemons, make lemonade. Trite? Maybe, but economic upheaval brings opportunities as well as challenges. Here are some of the smart moves our lawyers have in mind.
To buy, or not to buy – when is the question
What's the issue?
Family-run businesses, and other businesses with a small number of shareholders, need to keep in mind succession planning. Who will take over the business when the current owner(s) retire, and how much will it cost in tax when the shareholdings are re-arranged to enable that retirement?
Majority shareholder/directors in other businesses will also want to retire at some point. Where the likely purchasers are the existing management, some planning now by those purchasers can reduce tax bills for themselves and the vendors.
How can we help?
The recently-introduced entrepreneurs' relief can make things easier, as it gives an effective 10% tax for a higher rate taxpayer and 5% for a basic rate one. The limitations can mean that many shareholders in family trading companies will not qualify for this relief, or that not all the gain on sale is covered by the relief. Reorganising shareholdings while market values are low can ensure that capital gains tax is kept to a minimum, and the entrepreneur's relief is maximised.
Clearly a buyout will need to balance purchaser/vendor requirements somewhat more carefully than a family-based succession plan. Nonetheless, the benefits of reduced tax bills on lower share values should not be underestimated.
Why choose Wragge & Co?
We help businesses of all sizes with succession issues and strategies for passing equity to managers in a tax-efficient way. Every week we also see at first hand the problems created when businesses have not thought about these issues well in advance of a sale. Whether you are considering a sale now, or are simply conscious that this may be an issue on an eventual sale, the time is right, with relatively low share values, to speak to our tax experts now.
Preparing business units for sale
What's the issue?
Selling a business unit in a very short timescale is one way to raise cash quickly. But what seems a simple idea can often prove more complicated than expected. Sometimes the business unit does not currently exist in one subsidiary company or certain non-core assets or liabilities need to be stripped out prior to sale.
How can we help?
Our Transaction Services team can conduct rapid due diligence investigations into the ownership structure and assets and liabilities of the business unit. Armed with this information, they make specific recommendations for how it is packaged for sale. A 50-strong M&A team is on hand to make any structural changes needed to assemble the assets of the business unit in the correct place. This dual service ensures the right experts are involved at the right time, enabling you to present a neatly packaged asset to potential purchasers.
Why choose Wragge & Co?
Wragge & Co offers one of the UK's few (possibly only) dedicated due diligence functions, meaning you benefit from people who specialise in looking for potential problems. They spot legal risks or problem contracts which might block a successful sale early in the process. This speeds up the time to complete the sale of the business unit by avoiding the need to extract irrelevant assets/liabilities or inject necessary assets.
The Corporate group has strong track record, including this year's Boots Opticians and Dollond & Aitchison merger. Its lawyers specialise in creating a sale structure that is the most tax-efficient to you. They are supported by experts in employment, pensions, real estate - everything needed to complete an acquisition, sale or merger.
Capital / balance sheet reconstruction
What's the issue?
Looking to emerge from the current crisis in a stronger position than your competitors? Trading losses, impairment recognition, financial reporting charges, distributable reserve exhaustion, acquisition and capital structures: Getting the right solution to these issues is paramount to avoiding unnecessary volatility in your reported financial statements.
How can we help?
By using group transactions and structures we can help you to mitigate the impact of impairment charges, eliminate deficits on profit and loss account balances and create distributable reserves. We can advise clients on cross-border cash repatriations, group dividend structures and group re-organisations.
Why choose Wragge & Co?
We are one of the very few law firms in the UK to dedicate a specialist team to this area of work. We regularly provide advice to all sizes of companies - from FTSE 100s to small private clients. Our work in this area was highly recommended in the Financial Times Innovative Lawyers Awards 2008.
Shares, not cash as employee incentives
What's the issue?
With share prices low, the cost of providing employee incentives can be substantially reduced, and the potential benefits increased. This can be a straightforward, cost-effective, way to provide incentives to key employees who you want to make sure stay with you.
How can we help?
Two particularly useful ways to use shares to reward employees are:
- Enterprise Management Incentive (EMI) options - These are tax-advantaged options available to most smaller independent companies (less than 250 employees, less than £30 million in gross assets). The key benefits are bigger gains for employees who stay on through to an upturn, no tax for the employee on the gain on exercise and no national insurance costs for the company.
- If the company doesn't qualify to grant EMI options, consider giving free or part-paid shares - Employees receiving shares for which they pay less than market value (or get for free). They are taxed as if they have received a tax-free loan from the company for the difference between market value of the shares and what they paid for the shares. The key benefits are that they are more flexible than share options; a low-cost way for an employee to get shares in the company.
Why choose Wragge & Co?
Our two-partner Corporate Tax team designs and advises on incentive arrangements for businesses of all sizes, every day. We can help you decide whether these - and other - opportunities are right for your business, and work with you to put the best opportunities for your business in place.
Workforce management
What's the issue?
People costs come under enormous pressure during periods of economic uncertainty. Options like redundancy, absence management, staff transfers, secondments or using agency workers come with legal risks. We can advise on those risks.
At the same time you may be concerned that key employees are motivated and secure in their work, while looking to ensure the workforce is remunerated in the most appropriate way. Perhaps your company has an acquisitive history and you need to sort through a multitude of different terms and conditions or you simply want to plan for the future and get ahead of the game.
How can we help?
Our experts will sit down with you to discuss your needs and aims. They will analyse any gaps and risks in your current position and advise on potential issues and obstacles to achieving your objectives. As well as working with you to plan how to address these issues, they can then help to implement that plan. This may involve looking at different ways of communicating with, remunerating and incentivising employees or innovative solutions to streamline the business.
One of our solutions to workforce management issues is to look at alternative remuneration structures. We help clients think creatively to make the same, or less, money motivate the right people to get the best results, implementing pay cuts for some but offering bonuses to others and using non-financial reward models.
Why Wragge & Co?
Wragge & Co's seven-partner Employment team won the 2009 Employment Team of the Year category at the Lawyer Awards. This large, experienced team with a history of innovation can help any organisation looking to change its shape, structure, behaviours, terms and conditions or remuneration strategy. This might include:
- Reviewing and revising contracts of employment and employment policies to ensure they are aligned to the culture of the organisation and its brand
- Streamlining and harmonising disparate employment terms and benefits. Consider whether there are alternative solutions, rather than or alongside any redundancy exercise, to cut costs or streamline a business. This might involve embracing different ways of working or rewarding staff.
- Considering the ways in which employees are remunerated. This can be a way of reducing risk, motivating employees and also future-proofing the business by tying employees' interests to those of your organisation.
Construction projects from cradle to grave
What's the issue?
In the current economic climate, it is essential to minimise exposure to risk. Avoiding disputes is of critical importance.
Even if legal advice is sought during the procurement phase of a construction project, lawyers are generally not involved again unless things go wrong. By that stage, the die is often cast. There is sometimes little that can be done other than deal with the dispute.
How can we help?
Wragge & Co's 33-lawyer Construction & Engineering team offers a seamless service to assist in the formulation, implementation and administration of specific high-risk projects. One of our experts will join your project team from the outset until the works have been completed, providing clear contractual and legal advice on a 'real time' basis.
This integrated approach will help you develop a rapid and flexible response to project issues as and when they arise and - in some cases - before they cause a problem. It allows you to manage risk and reduces the potential for the development of disputes. If a formal dispute cannot be avoided then, through the combined efforts of the project team, the necessary records, notices and correspondence will be in place to best protect your position.
The service is entirely bespoke and the assistance provided can be tailored to your specific requirements: so as to best reflect the risks, challenges and requirements of the particular project. Our approach to fees is equally flexible and will be guided by the level of assistance required.
Why choose Wragge & Co?
Clients are increasingly looking for hands-on assistance, particularly for their larger projects. One member of our team is currently undertaking this role on a significant offshore wind farm project. Another client has asked us to provide this service on a key Olympic development in London.
The lawyers providing the service include some of the best-known legal advisers to the construction industry. Immersed in the sector, they include former quantity surveyors and the Chairman of the Technology and Construction Solicitors Association. The team brings together non-contentious and contentious specialists, providing clients with a rounded view of a project and where problems might occur.
Preparing people providing 'key functions' for new FSA regulation
What's the issue?
High-profile problems in the financial markets have brought corporate governance issues to the fore. The spotlight is on directors' roles, responsibilities and remuneration, but there are others who may find themselves facing regulatory requirements. The Financial Services Authority has set out proposed standards of behaviour for individuals performing key functions within financial services firms. Areas under discussion include:
- Proof of competence
- More individual responsibility
- The role of non-executive directors
- Boards will need non-executive directors with relevant degree of expertise and time to devote to their oversight of the business
- Proprietary traders with power to commit the firm need to become approved persons
How can we help?
Prevention is better than cure, so our financial services experts are focusing on preparing clients for what is coming in the second quarter of 2009, when the final rules are published. They have joined forces with our employment lawyers to offer a number of bespoke training sessions for clients; structured and delivered to the client's specifications. This training and advice will help make sure those concerned with overseeing, developing and administering processes for complying with the FSA approved persons regime understand the changes and requirements.
Why choose Wragge & Co?
You have access to experts in matters of employment and regulatory issues affecting approved persons in financial institutions. This experience includes providing training to non-executive and executive boards on FSA expectations of senior managers, TCF and conducting mock "ARROW" visits.
Avoiding unnecessary disputes in technology projects
What's the issue?
Technology and outsourcing projects are complex and can involve the long-term outsourcing of business critical functions. With so much involved and the ongoing performance of a critical function at stake, it is important to remain on good terms with your contracting partners, anticipating and resolving issues before they become full-blown disputes.
How can we help?
AUDIT (Avoiding Unnecessary Disputes in Technology Projects) is a structured programme of legal services covering the life of your technology and outsourcing projects from pre-contract negotiations to implementation, contract administration, termination and exit management. Services included are up-front risk assessments, education and training, regular health checks, attendance at project meetings, helpdesk and post-completion reviews. AUDIT can be tailored to support your requirements, providing you with real-time legal support and risk management advice to assist with dispute avoidance.
Why choose Wragge & Co?
With both contentious and non-contentious lawyers specialising in technology and outsourcing work, we bring a different perspective to your project. A deep understanding of both supplier and customer objectives ensures a rounded view and the ability to head off issues before they become problems.
We advised a sports governing body in connection with the overhaul and redevelopment of its website. Our client wanted to transform the site into a more interactive service capable of sophisticated e-commerce. At the outset of the project we advised on the structure and content of the invitation to tender, assisting our client in evaluating responses and devising model forms of contract for use with different suppliers in different aspects of the project. Our early involvement ensured that risk management was integral yet complementary to the project.
Our team also provides ongoing contract and risk management advice to a metropolitan borough council as part of the management and monitoring of a long-term IT and business process outsourcing agreement. We attend monthly steering committee meetings and provide advice as and when issues arise. By being part of the project team, we can respond quickly and add value because we understand the challenges facing the project at any given time.
