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Lawrence Stephens advises Blue Shield Capital on complex bridging loan

Posted on: March 19th, 2024 by Maverick Freedlander

Lawrence Stephens’ Banking and Real Estate Finance teams recently advised Blue Shield Capital on a 12-month bridging loan in a complicated deal structure which involved a high amount of property due diligence, multiple contemplated changes in deal structure and complex legal issues that required multi-disciplinary support from the LS team.  

The £3.4 million loan facilitates the purchase of a portfolio of 18 flats across Wembley and Harrow. The Lawrence Stephens and Blue Shield Capital teams worked seamlessly together to secure a successful completion for the client.

The team from Lawrence Stephens was led by Director and Head of Banking, Ajoy Bose-Mallick on the banking & finance aspects and Senior Associate Rachel Coulthard on the real estate finance side. They received crucial assistance from a cross-departmental team including Director Gregory Palos, Senior Associates Ashley Wright and Abtin Yeganeh, Solicitor Bola Kim, and Trainee Solicitors Electra Kallidou, Sophie Morton and Alex Ruder.

Ajoy commented: “As always, it was a pleasure to work with the stellar team at Blue Shield Capital to complete this complicated transaction for the client, which makes an exciting addition to their real estate financing loan book.”

Stephen Messias and Goli-Michelle Banan ranked in Spear’s Property Index 2024

Posted on: March 13th, 2024 by Maverick Freedlander

We are delighted to share that Director and Head of Residential Real Estate Goli-Michelle Banan and Director in our Commercial Real Estate team and Co-Founder of Lawrence Stephens Stephen Messias have been ranked in the Spear’s Property Advisers’ Index 2024 as Top Recommended Property Lawyers.

The Spear’s Property Advisers’ index recognises the best advisers to buy, sell, manage and invest in super-prime property in London, the UK and abroad. 

These rankings are decided on the basis of peer nominations, client feedback, interviews, data supplied by firms, and extensive research by Spear’s.

Click here to see the full rankings.

The Transparency Reporting Pilot

Posted on: February 29th, 2024 by Maverick Freedlander

Every year, thousands of families are deeply affected by the decisions made by the Family Court. Historically, very little was known to the public about how the Court operated, often leading to the family justice system being criticised for being too secretive.

To address these concerns, the Transparency Reporting Pilot (‘the Pilot’) was introduced in the Family Courts of Leeds, Carlisle and Cardiff in January 2023. Following a successful year, the Pilot was extended to a total of 16 Family Courts in England and Wales on 29 January 2024. 

The Pilot authorises accredited journalists and ‘legal bloggers’ to report on what they see and hear during Family Court proceedings. Reporters will also have access to confidential court documents and be able to engage in discussions with parties to the proceedings.

Before publicising their observations, reporters will need to obtain a Transparency Order from the court, which sets out exactly what they may or may not publicise in each individual case. Additionally, reporters must anonymise the parties to ensure that their identity is not disclosed.

The implementation of the Pilot is significant as it represents a departure from legislation that previously prevented the publication of this material. For the first time, hundreds of Family Court cases are now reported on in mainstream media including BBC News, The Daily Mail and The Guardian.

With this new transparency, the Pilot is credited with improving public understanding and confidence in the family justice system, as first-hand reports of family cases (including specifics of the court’s procedures and decision-making processes) are now available to the public.

This is crucial because, statistically, a significant proportion of the population will become embroiled in legal proceedings following the breakdown of a relationship. The Pilot enables the public and parties to approach proceedings with greater confidence, understanding and clarity.   

The Pilot has also improved public confidence in the family justice system. Reporters are now able to name the professionals involved in the court proceedings, including the Judges, legal representatives and local authority workers. Where this information is publicly available, the public will be able to scrutinise the decisions and actions of these professionals. This scrutiny, in turn, may lead to professionals “upping their game”, ultimately improving the system and ensuring a better outcome for the parties.

Following the extension of the Transparency Reporting Pilot, the judiciary has continued to review its impact. So far, the reviews have suggested that the Pilot has significantly increased public trust and confidence in the family courts whilst protecting the parties’ confidentiality. If the Pilot’s positive effects persist, it is possible that it will eventually become a permanent fixture and be extended to all Family Courts in England and Wales.

At Lawrence Stephens, our Family team offers bespoke advice and a wide range of services including divorces, both domestic and international, financial settlements and claims involving overseas assets, for a diverse range of clients including professionals and HNW individuals.

Lawrence Stephens advise Blue Shield Capital on £5.7 million bridging loan

Posted on: February 23rd, 2024 by Maverick Freedlander

Lawrence Stephens’ Banking and Real Estate Finance teams recently advised Blue Shield Capital on a £5.7 million 12-month bridging loan. The loan was structured as a development exit loan on a block of 14 residential apartments located in Dorset.

The teams from Lawrence Stephens and Blue Shield Capital worked hard to expedite a swift completion and have subsequently liaised with the borrower on the sale of several of the residential apartments.

On the banking side, the team from Lawrence Stephens was led by Head of Banking and Director Ajoy Bose-Mallick, with assistance from Senior Associate Ashley Wright and Trainee Solicitor Electra Kallidou. Senior Associate Rachel Coulthard advised on the Real Estate elements of this loan.

Ajoy commented: “It was a pleasure working with the team from Blue Shield Capital to complete this transaction. Well done to all those involved in getting this deal over the line with special thanks going to the Blue Shield Capital team on their entrepreneurial and dynamic spirit to complete the deal and to Rachel who was proactive in reviewing the property aspects of this deal in real time”

Lawrence Stephens acts for Gibson on new Gibson Garage opening

Posted on: February 23rd, 2024 by Maverick Freedlander

We are delighted to share that Lawrence Stephens assisted Gibson, the world-famous guitar manufacturer, in the opening of its new retail concept, Gibson Garage, the first outside of Nashville on Eastcastle Street, in the heart of London.

Director and Head of Commercial Real Estate, Danny Schwarz, handled the leasing aspects. Tom Pemberton, Director in the Construction and Development Finance department, facilitated the construction element.

Lawrence Stephens has acted for Gibson for over 15 years and oversaw the move of its showroom from Rathbone Street to Eastcastle Street, which has been in the making for over two years, with the official opening taking place on 24 February. We are very excited to continue to be part of the Gibson journey.

Click here to learn more about the Gibson Garage London.

Lawrence Stephens acts for Activate Group Limited in acquisition by Elysian Capital

Posted on: February 1st, 2024 by Maverick Freedlander

Lawrence Stephens’ Corporate and Commercial team recently acted for Activate Group Limited in its acquisition by Elysian Capital, in a deal which was completed on 22 January 2024.

Handling over 250,000 claims a year, Activate Group provides accident management services to insurance groups and corporate fleet operators. Their acquisition by private equity firm Elysian Capital will provide investment to allow the group to continue to grow and develop its UK operations.

The team was led by Managing Director Steven Bernstein, with assistance from Senior Associate Angela McCarthy and solicitors Lucy Cadley, Carla Bernstein, and Avni Patel.

Steven commented: “Growing from a small start-up to a UK-wide business, this acquisition represents an exciting new chapter for Activate, as the group continues to build upon its existing services while retaining its core expertise and identity.

“It was a pleasure to work alongside Hannah and the team from Activate to secure a result which pleased all parties – and represents exciting new growth for the Activate business.”

Hannah Wilcox, CEO of Activate Group, commented: “Steven and the team at Lawrence Stephens handled the deal smoothly and professionally, and provided crucial legal and commercial advice. They achieved excellent results on our behalf, and we are delighted to begin this new relationship with Elysian, which will allow us to continue to expand and advance our operations under a larger umbrella.”

Lawrence Stephens’ Regulatory Solutions team collaborate on Extracting Opportunities guide

Posted on: January 31st, 2024 by Maverick Freedlander

Lawrence Stephens’ Regulatory Solutions team is proud to have collaborated with SW4 Partners and Artemis Growth Partners on ‘Extracting Opportunities’ – a guide exploring the dynamic and rapidly evolving extract-based medical cannabis market in Europe.

This report dives into the transition from traditional cannabis forms to advanced products such as tinctures, capsules, creams, and vape cartridges, underscoring their pivotal role in broadening market appeal and delivering targeted medical benefits.

A must-read for anyone seeking opportunities in the medical cannabis sector, ‘Extracting Opportunities’ includes a comprehensive understanding of the industry landscape and discusses the prospect of extract-based medical cannabis in Europe, combining detailed analysis with engaging content to illuminate both the complexities and opportunities within this burgeoning sector.

Key discoveries:

The findings of this report attest to the significant growth of the medicinal cannabis market, driven by the evolving regulatory landscape and increasing acceptance. The report underscores the need for standardisation and high-quality inputs in pharmaceutical manufacturing, pointing out the potential for market expansion fuelled by advancements in research and clinical trials.

  • Diversification of the Market: Extract-based products are reshaping the consumer base, attracting new demographics.
  • Tailored Medical Solutions: These products are increasingly being developed to address specific medical needs, bolstering their therapeutic impact.
  • Precision in Dosing: Consistent potency is revolutionising prescribing practices, enabling more precise treatment.
  • Focus on Quality: Top-grade ingredients are necessary for the development of pharmaceutical-quality products.
  • Growth and Opportunities: The European extract market is growing rapidly, and continues to present ample opportunity for expansion.

‘Extracting Opportunities’ delivers a nuanced view of the regulatory and market trends across key European countries including Germany, the UK, Portugal, and Denmark.

Featuring pivotal companies such as Somai Pharmaceuticals, Grow Group, Valcon Medical, and Panaxia, and details their innovative approaches and contributions to the market, these insights provide a glimpse into the diverse and strategic efforts driving the growth of extract-based medical cannabis products in Europe.

For further information, and to register your interest in a free copy of the report, click here.

Lawrence Stephens completes third deal for Greymax Capital

Posted on: January 31st, 2024 by Maverick Freedlander

Congratulations to our client Greymax Capital on completing a £512k loan, in a deal which was completed on 19 January 2024.

Greymax Capital is a lender with a strong, tightly knit, team and experience on both sides of the transaction, and prides itself on its relationship-based approach to bridging. The swift and effective execution of this deal reflects Greymax’s agility and unwavering commitment to their clients.

Lawrence Stephens’ Real Estate Finance team assisted Greymax Capital on this deal, with the loan ready for completion within four working days of instruction. The Lawrence Stephens team was led by David Freedman, who handled the deal in a speedy and agile manner, while considering each of its aspects thoroughly.

The Greymax team was led by co-founders and Directors Michael Kingsley and Ben Sokel, with key contributions from Alan Margolis and Operations Director & General Counsel Katie Belchamber.

David Freedman commented: “We are so delighted to have assisted Michael and the team at Greymax with this loan. Greymax are true professionals and we are thrilled to have helped secure a swift and successful result, which pleased all parties involved.

“We look forward to strengthening this relationship and working with Michael and the team at Greymax on future deals.”

Michael Kingsley commented: “David and his team had to work towards a very tight deadline on our behalf, and they exceeded all expectations with quick work and excellent legal and commercial advice. Handling this loan with agility and professionalism, we look forward to working with Lawrence Stephens on future deals.”

Goli-Michelle Banan comments on boundary disputes in The Telegraph

Posted on: January 30th, 2024 by Maverick Freedlander

Following JK Rowling’s recent dispute with neighbours over hedge maintenance, Director and Head of Residential Real Estate Goli-Michelle Banan comments on resolving boundary issues.

Goli-Michelle’s comments were published in The Telegraph, 26 January 2024, and can be found here.

“We had one where the neighbour of a client built a fence that was much higher than the one before. They said it was for privacy reasons but our client argued that it was not just unsightly, it also blocked the light coming into their garden.

“It’s more common in cases where neighbours have a shared pathway, larger properties or blurred boundary lines.”

 

Proposal to reintroduce employment tribunal fees

Posted on: January 10th, 2024 by Natasha Cox

The government has announced a consultation on the proposal to reintroduce fees for bringing employment tribunal claims.

First introduced in 2013, employment tribunal fees saw claimants having to pay separate fees to issue their claims and to have them heard. Fee levels differed according to the nature of the claim.

On 26 July 2017, the Supreme Court declared employment tribunal fees to be an unlawful interference with the common law right of access to justice and the fees were subsequently abolished.  

However, the government has now announced proposals to reintroduce tribunal fees. Under the proposed scheme, tribunal issue fees would be at the flat rate of £55 per claim. In the event of a multi-claimant claim, the fee would be unchanged, with the multiple claimants being treated as a single entity. No separate hearing fee would be payable.

The £55 fee would also apply on lodging an appeal in the Employment Appeal Tribunal (EAT), however the fee would apply per tribunal decision, direction or order being appealed. Therefore, an appellant seeking to appeal more than one tribunal decision or direction could incur multiples of the £55 fee.

A fee exemption would apply in the case of claims in which individuals are seeking a right to payment from the national insurance fund. Further, individuals could apply under the Help with Fees remission scheme where eligible. 

Based on 2022-23 volumes, the government estimates that the proposed fees could generate between £1.3 million and £1.7 million a year from 2025-26 onwards. It is expected that, if the consultation is successful, these new fees will be implemented from November 2024. For now, the status quo remains and claimants may continue to submit claims free of charge. However given the modest level of proposed fees and the cost of administering the employment tribunal, it is arguably not unreasonable to expect that fees will be reintroduced.

James Lyons comments on Tui’s delisting from the London Stock Exchange in Law360

Posted on: January 8th, 2024 by Maverick Freedlander

James Lyons, Director in the Corporate and Commercial team, discusses the wider market implications of travel giant Tui’s plan to delist from the London Stock Exchange, in Law360.

James’ comments were published in Law360, 05 January 2024, and can be found here.

“Whilst some may perceive this as a blow to the appeal of a UK listing, this decision should be viewed within the particular context of TUI, a German company borne out of a legacy merger.  It already has listings in Frankfurt and Hanover, and more than 75 per cent of the trading in its shares occurs in Germany, so this is a decision which appears to be being made for reasons very specific to TUI rather than necessarily reflective of the London market itself.  

“But it is indicative of the global competitive listing environment and another example to demonstrate why the FCA cannot rest on its laurels and should continue to push forward with changes to retain the appeal of the London market for international businesses.”

Registering as a crypto asset business

Posted on: January 5th, 2024 by AlexT

Whilst crypto assets are currently generally unregulated in the UK, businesses that provide certain crypto asset services are required to register with the Financial Conduct Authority (FCA) – the UK’s main financial regulatory body.

For businesses operating within the crypto industry, FCA registration represents a critical compliance milestone, and has been a requirement for cryptoasset businesses operating in the UK since 10 January 2020.

If crypto assets are unregulated, why is there a requirement for FCA registration?

On 10 January 2020, the EU’s 5th Anti-Money Laundering Directive came into effect, which was implemented in the UK by way of amendments to the existing Money Laundering Regulations (MLR).

The effect of the directive being implemented was that, amongst other things, it sought to provide a legal definition of cryptocurrency. It also detailed the types of entities and business operations involving cryptoassets that would be subject to Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) regulations akin to traditional financial institutions.

This directive also appointed the FCA as the supervisor of UK cryptoasset businesses under the MLR.

These regulations require that all businesses that conduct activities, by way of business that fall within its scope, to comply with anti-money laundering and counter-terrorist financing regulations, which includes registering with the FCA.

It is important to note, however, that there is a distinction between being ‘authorised’ by the FCA and being ‘registered’. Successful registration with the FCA as a cryptoasset business shows that the business follows an appropriate level of AML and CTF measures and safeguards,  while complying with the regulations in a manner acceptable to the FCA. It also serves as a mark of credibility in what has, at times, been an industry characterised by a number of bad actors.

As such, FCA registration can enhance the reputation of the business in the eyes of potential customers. However, consumers should be aware that being registered with the FCA does not mean that they will be protected by the Financial Services Compensation Scheme should something go wrong.

What type of crypto asset businesses fall within the scope for registration?

Currently, the following types of crypto asset business activity would fall within the scope for registration with the FCA under regulation 14A of the MLR 2017:

  • Exchanging, or arranging or making arrangements with a view to the exchange of, cryptoassets for money or money for cryptoassets;
  • Exchanging or arranging or making arrangements with a view to the exchange of, one cryptoasset for another;
  • Operating a machine which utilises automated processes to exchange cryptoassets for money or money for cryptoassets (e.g. Crypto ATMs) and;
  • Providing services to safeguard and/or administer cryptoassets or private cryptographic keys to hold on behalf of customers in order to hold, store and transfer cryptoassets.

Registering with the FCA

Registering with the FCA is an involved process and requires significant preparation and understanding of the regulatory requirements. Once a business has determined it falls within the scope of registration, it is then necessary for them to demonstrate that the business has in place a robust financial crime control framework which is compliant with the requirements of the MLR.

This framework should encompass a comprehensive business-wide financial crime risk assessment, tailored to your business model. Essentially, this should demonstrate how a specific business could be manipulated or be used as a conduit for financial crime.

The FCA will expect businesses to identify all risks pertaining to their business model and, as perturbing as some applicants might find this process, being upfront in identifying risks will not weaken an application. Rather, the accurate and detailed identification of risks will make it more likely that the frameworks built around a business model (and in support of a business’ application) are fit for purpose.

As part of the application the business will also be required to provide clear governance structures, customer risk assessment methodologies, policies for due diligence and suspicious activity reporting, as well as financial crime prevention training procedures. Businesses are also required to appoint a Money Laundering Reporting Officer (MLRO) with relevant knowledge and experience.

The FCA will also expect to see a business plan and forecast in support of an application. This plan should include details of the business model, key individuals and responsibilities, sources of liquidity, details of the customer journey and flow of funds.

Since the Travel Rule requirement for cryptoassets came into effect on 1 September 2023, cryptoasset businesses must demonstrate compliance with this. The requirements of the Travel Rule are contained within the Money Laundering and Terrorist Financing (Amendment) (No. 2) Regulation 2022, and require relevant businesses such as exchanges or custodian wallet providers to collect, verify and share information relating to cryptoasset transfers.

As with any application with a regulatory body, the process should not be contentious, and businesses should be aware that the FCA is not actively trying to catch them out or deny an application. A collaborative approach inevitably yields more positive feedback.

Despite this, however, the application process can be long winded and subject to delays. It is not uncommon to have different case handlers and multiple requests for information provided previously which can cause dissatisfaction with applicants.

As such, a well-prepared and presented application is inevitably more likely to succeed and so engaging with an advisor can provide valuable insights and improve the chances of a successful registration. Therefore, as the FCA itself recommends, seeking independent legal advice can be key in presenting a well prepared and informed application.

Will registering with the FCA ‘future proof’ a business?

Currently, relevant crypto asset businesses are subject to limited financial services regulation, primarily aimed at anti-money laundering and counter-terrorist financing obligations. However, subject to governmental consultations, the future regulatory landscape will become more widely applicable, and the government anticipates implementing the legislation required to develop this regulatory regime in 2024.

Businesses wishing to undertake activities involving cryptoassets by way of business will, under this new regulatory environment, be required to obtain authorisation from the FCA. This is because it is intended that certain cryptoassets will be brought within the scope of the definition of ‘specified investments’ and, therefore, the activities in relation to these cryptoassets will be regulated as opposed to the cryptoassets themselves.

It is envisaged that this regulatory regime will be specific to certain types of cryptoassets depending on the regulated activity, and there will be more precise criteria set out in secondary legislation to determine whether a cryptoasset and activity is within the regulatory scope.

As well as existing regulated activities being applicable in relation to cryptoassets, there are also additional proposed activities specific to cryptoassets which will fall within the scope of future regulation, including:

  • Safeguarding and/or administration (custody) activities;
  • Issuance, payment and exchange activities;
  • Investment and risk management activities;
  • Lending, borrowing and leverage activities and;
  • Validation and governance activities.

 As such, carrying out regulated activities involving cryptoassets by way of business will require authorisation by the FCA under part 4A of the Financial Services and Markets Act (FSMA), and this will equally apply to firms already registered with the FCA under the MLR.

At Lawrence Stephens, our team is adept at assisting diverse businesses in harnessing the potential of cryptoassets. With our bespoke legal insights, we ensure your cryptocurrency adoption journey is seamless, safeguarded, and aligned with the developing digital finance sector.