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Navigating the ECCTA Crackdown: Strategies for Business Survival

Posted on: August 4th, 2025 by Natasha Cox

Associate Lefteris Kallou discusses the continued rollout of the Economic Crime and Corporate Transparency Act 2023, offering guidance for businesses on how to ensure compliance amid the National Crime Agency’s economic crime crackdown, in FT Adviser.

Lefteris’ article was published in FT Adviser, 31 July, and can be found here.

The National Crime Agency (NCA) has revealed that 11,500 UK companies were struck off in the past year – the result of a coordinated, multi-agency clampdown. For company directors, the message is clear: now is the time to act. As the UK’s enforcement net tightens, the risk of becoming collateral damage is growing.

Much of this progress stems from the Economic Crime and Corporate Transparency Act 2023 (ECCTA), which has already bolstered the UK’s arsenal against corporate wrongdoing. The Act has not only sharpened the tools available to enforcement agencies, but also ushered in a new era of corporate transparency.

The ECCTA received Royal Assent on 26 October 2023. Building substantially on the foundations laid by the Economic Crime (Transparency and Enforcement) Act 2022, the Act’s wide-ranging reforms aim to significantly enhance the UK’s legal and regulatory framework to address financial crime and improving corporate accountability.

The Act is intended to deter fraud and money laundering, while increasing corporate accountability and strengthening the UK’s integrity as a place to do business. Companies now face new and more stringent compliance requirements, and law enforcement now have better tools to detect and tackle financial crime. The scope and impact of the Act is also increasing as new provisions are coming into force, such as the “failure to prevent fraud” offence, which is due to come into effect on 1 September 2025.

This offence will hold large organisations criminally liable if an “associated person” commits fraud intending to benefit the organisation, unless reasonable fraud prevention measures were in place.

Companies must therefore act swiftly to ensure compliance amid this rapidly evolving legal and regulatory landscape. An analytical, risk-based approach to compliance can help company directors and senior managers to understand the Act and how it applies to their companies. They can then take the necessary steps to ensure that their company is compliant.

Some of the key provisions of the Act include:

  • Enhanced verification powers, mandatory director and PSC identity checks, and improved data-sharing with law enforcement.
  • Greater powers to Companies House to check, query or reject information submitted to them and to request supporting evidence.
  • Companies must confirm that their activities remain lawful each year in their annual confirmation statements and that the future activities of the company remain lawful.
  • A requirement to have a valid registered address and email – with PO boxes prohibited.
  • Stronger powers to seize criminal crypto-assets and tighter anti-money laundering rules for crypto businesses (tying in with the new Crypto-Asset Reporting Framework (CARF) which comes into force on 1 January 2026 requiring UK reporting crypto service providers to collect certain information and share this with HMRC).
  • Mandatory beneficial owner disclosure for overseas entities owning UK property.


Reform of the identification principle

The Act’s reform of corporate criminal liability is significant. With changes to the identification principle, the Act replaces the traditional common law “directing mind and will” test, which required prosecutors to prove that senior individuals with ultimate decision-making authority were involved in criminal activity to hold a company liable.

The original test was widely criticised for being overly restrictive, especially in the context of large organisations with complex governance structures. It essentially made it very difficult – if not impossible – to hold senior managers liable for a company’s criminal actions.

Under the Act, a company can now be held criminally liable for economic crimes committed by a senior manager acting within the scope of their authority. The definition of a “senior manager” is now aligned with the Corporate Manslaughter and Corporate Homicide Act 2007, and it includes individuals who play significant roles in decision-making or managing substantial parts of the organisation’s activities. This broader definition applies to a broad range of economic crimes listed in Schedule 12 of the Act, including fraud, money laundering, bribery, and violations of financial services regulations.

The Act will make it far easier for prosecutors, such as the Serious Fraud Office (SFO), to hold corporations accountable for economic crimes. This tougher enforcement landscape is expected to have a chilling effect on rogue directors and managers who might otherwise turn a blind eye or worse.


Failure to prevent fraud

The second major criminal law reform contained in the Act is a new strict liability offence of failure to prevent fraud, due to come into force on 1 September 2025.

This offence applies to “large organisations”, which are defined as entities meeting at least two of the following criteria in the financial year preceding the offence:

  1. Having over 250 employees
  2. A turnover exceeding £36 million
  3. Total assets above £18 million

It will become possible for such companies to be held liable for fraud committed by employees, agents, subsidiaries, or other “associated persons” intending to benefit the company or its clients unless the company can show that it had reasonable procedures in place to prevent such fraud.

This offence mirrors the “failure to prevent” framework established under the Bribery Act 2010 and the Criminal Finances Act 2017, emphasising a company’s responsibility to implement and maintain robust anti-fraud measures.

The defence of “reasonable procedures” further requires organisations to conduct risk assessments, implement policies and provide adequate staff training to mitigate fraud risks. The Home Office guidance outlines six compliance principles, including risk assessment, monitoring and review, and communication (including training), which again reflect existing guidance for bribery and tax evasion offences.

While its scope is extraterritorial, the forthcoming “failure to prevent fraud” offence hinges on a “relevant event” causing gain or loss in the UK. That means UK-based organisations or those with a UK connection can still face prosecution, even if the fraudulent conduct takes place abroad, as long as the effects are felt on British soil.


Companies House reforms

The Act is just one piece of a broader, multi-agency offensive against economic crime.
Notably, it has recast Companies House – once a passive registrar – as an active gatekeeper in the UK’s corporate enforcement regime.

Among the key reforms are:

Identity verification

From autumn 2025, all directors, members of Limited Liability Partnerships (LLPs), and Persons with Significant Control (PSCs) will be required to verify their identities.

Unless directly verified via Companies House, an Authorised Corporate Service Providers (ACSPs), such as accountants and solicitors registered for Anti-Money Laundering (AML) supervision, will facilitate this process. This measure aims to prevent the use of anonymous or fraudulent identities in corporate structures.

Increased investigative powers

Since March 2024, Companies House has had enhanced powers to query, analyse, and remove incorrect or suspicious information from its registers. It can also share data with enforcement agencies to support investigations into economic crime.

Stricter reporting requirements

Companies and LLPs must provide more detailed and accurate information about their ownership structures, including beneficial owners. Non-compliance can result in significant fines or criminal charges.

Registered email addresses

Companies are now required to maintain a registered email address for communication with Companies House, which will improve the efficiency and security of corporate filings.

These reforms aim to enhance the reliability of the Companies House register, reduce the risk of opaque corporate structures being used for illicit purposes, and align the UK with international transparency standards.


The UK’s wider crackdown on economic crime

The scale and coordination behind the UK’s corporate enforcement crackdown should not be underestimated.

The operation that led to 11,500 companies being struck off involved a formidable coalition of agencies: the National Crime Agency (NCA), Companies House, HM Revenue & Customs, the Insolvency Service, the Financial Conduct Authority, the Office for Professional Body Anti-Money Laundering Supervision (OPBAS), the Home Office, and police forces across the UK.

According to the NCA, the crackdown included a two-day blitz with officers from the Metropolitan Police, City of London Police, and South Wales Police, working alongside HMRC’s Economic Crime Supervision unit. The teams targeted high-risk business addresses, company formation agents, and directors suspected of being linked to shell or fraudulent entities.

During the operation, officers visited eleven premises linked to 30 high-risk trust and company service providers. They uncovered that many of these businesses had no genuine commercial activity, and that several company formation agents had breached their legal obligations.

Rachael Herbert, Director of the National Economic Crime Centre, further stated that money laundering fuels serious organised crime, adding that over £100 billion is laundered annually, much of which is facilitated by UK-registered companies.

The impact of the Act across multiple agencies should not be underestimated.

The recent Insolvency Service Annual Plan notably states that, “Tackling financial misconduct is an increasing focus this year. Our collaborative work with Companies House and DBT following the Economic Crime and Corporate Transparency Act will enhance our ability to take robust enforcement action in cases of corporate wrongdoing and increase the integrity of the corporate regime to support economic growth.” The service says that it will publish a new enforcement strategy, setting out enforcement objectives for the next five years, “in the context of growing demands and opportunities in the wake of the Economic Crime Acts.”


Implications for UK companies

The Act imposes significant new compliance obligations on businesses, particularly large organisations subject to the failure to prevent fraud offence. Companies must therefore educate themselves about the new requirements and conduct thorough risk assessments to identify risks associated with employees, agents, and subsidiaries.

It is vital that businesses implement proportionate policies and procedures to mitigate these risks, including financial controls and segregation of duties. Training of both senior managers and staff is vital. Companies should identify individuals who qualify as senior managers under the new identification principle and ensure they are aware of their responsibilities. Failure to comply could result in unlimited fines, reputational damage, and increased scrutiny from regulators.

If embraced proactively, the Act presents opportunities for companies to strengthen their anti-fraud efforts, reducing the risk of fraud reputational damage.  As the Act’s provisions are rolled out, ongoing monitoring, planning and adaptation of policies and practices will be essential. The Act is a landmark piece of legislation, and it has clearly been embraced by a wide range of UK governmental organisations, who are collaborating closely to reduce economic crime, improve transparency, and to enhance the UK’s position as a global leader in ethical business practices.

The true test of the Act lies in its enforcement and its ability to spark a lasting culture of corporate accountability in the UK.

So far, the signs are promising. The past year’s coordinated, multi-agency actions suggest that enforcement won’t just be effective – it will be robust and, at times, uncompromising. As more provisions of the Act come into force and enforcement strategies bed in across agencies, its reach and impact are set to grow even further.

UK company directors would be wise to take note: the crackdown on economic crime is not slowing down – and the risks of non-compliance are rising.

For more information on our corporate and commercial services click here, and for our dispute resolution services, please click here.

 

 

Lawrence Stephens advises Scutum on strategic acquisition of IDS Fire & Security

Posted on: July 23rd, 2025 by Alanah Lenten

Lawrence Stephens has advised global security and fire protection provider Scutum UK & Ireland on its acquisition of IDS Fire & Security (Intruder Detection & Surveillance Limited), a leading provider of integrated fire safety and security solutions across the UK.

The acquisition includes three UK sites and marks a significant step in Scutum’s strategic expansion into the North East and North West of England. IDS Fire & Security is known for its customer-first approach and comprehensive service offering, including fire alarms, CCTV systems, and access control solutions tailored to commercial and industrial clients.

This transaction was completed alongside another acquisition for Scutum, with both deals closing within two days of each other, demonstrating the client’s ambitious growth strategy and the firm’s ability to deliver under tight timelines.

The Lawrence Stephens team was led by Corporate and Commercial Head Jeff Rubenstein, and supported by Director Nick Marshall, Senior Associate Krysha Hunt, Associates Charlotte Hamilton and  Isobel Moran and Solicitor Becci Collins . 

Jeff Rubenstein commented:

“We are proud to have once again supported our client Scutum, on this important acquisition, which further strengthens their presence in the UK market. Running two simultaneous transactions required close collaboration and a deep understanding of the client’s objectives. We’re pleased to have delivered on our promise and look forward to continuing our work with Scutum as they grow their UK footprint.”

Richard Jones, Chief Executive Officer of Scutum UK & Ireland, added:

“We are very grateful to the Lawrence Stephens team for their outstanding dedication and commercial insight throughout this process. Their ability to manage multiple complex transactions efficiently and under tight deadlines was instrumental in achieving our goals.”

Lawrence Stephens advises Scutum on strategic acquisition of Black Box Group

Posted on: July 11th, 2025 by Alanah Lenten

Lawrence Stephens has advised global security and fire protection provider Scutum UK & Ireland on its acquisition of Black Box Group, a leading integrated fire and security solutions provider based in the Northwest of England.

Founded over 45 years ago, Black Box Group delivers end-to-end fire and electronic security services including system design, installation, maintenance, and 24/7 monitoring. The group comprises Black Box Security Alarm Systems (BBS), INS (Integrated Network Systems), and ESI (Electronic Security Installations), and serves clients across sectors such as education, healthcare, defence, and commercial property.

The acquisition, completed in tandem with a second,  significantly strengthens Scutum’s regional presence in the Northwest, complementing its existing fire detection capabilities and enhancing its strategic account offering across the UK.

The Lawrence Stephens team was led by Corporate and Commercial Head Jeff Rubenstein, supported by Tax Director Leigh Sayliss, Senior Associates Harshita Samani and Krysha Hunt, and Solicitors Avni Patel, Becci Collins and Carla Bernstein.

Jeff Rubenstein commented: “We are delighted to have supported Scutum, a long standing and valued client for Lawrence Stephens, on this important strategic acquisition. The integration of Black Box Group marks a significant step in Scutum’s UK growth strategy, and we are proud to have played a role in bringing this deal to completion. It was a pleasure working with the Scutum team. Their collaborative approach was greatly appreciated and we look forward to supporting them on future transactions”

Richard Jones, Chief Executive Officer of Scutum UK & Ireland, added: “We are extremely grateful to the team at Lawrence Stephens for their expert guidance and commitment throughout the transaction. Their commercial insight and responsive approach were instrumental in helping us complete this important acquisition efficiently and effectively.”

 

How to Get Disqualified as a Director

Posted on: June 27th, 2025 by Alanah Lenten

Fancy having your name proudly listed on the Companies House Register of Disqualified Directors? No? Didn’t think so.

But if, hypothetically, you did want to ruin your entrepreneurial reputation, be barred from running a business, and have your conduct investigated by the Insolvency Service, then you’re in luck – we’ve got the perfect guide to getting disqualified as a company director. Be aware: it’s not glamorous, it’s not clever, and it could leave you out of business (and pocket) for up to 15 years.

What Is Director Disqualification?

Director disqualification is a legal order made under the Company Directors Disqualification Act 1986 that bars individuals from acting as a company director or even being involved in managing a company, for a set number of years. You don’t have to hold the title of “Director” for it to apply, either. If you’re effectively acting as one, you’re fair game.

The Insolvency Service, usually tipped off by insolvency practitioners, take the lead in investigating misconduct and seeking disqualification orders or voluntary undertakings – their outcomes report noted that in 2024-25 a whopping 1036 directors were disqualified (736 being from Covid Loan abuse).

This report serves as the inspiration for this article;  it’s not actually about how to get yourself banned from boardrooms, it’s about how to avoid it. Because knowing what not to do as a director is just as important as knowing what to do. And if you’re a founder, entrepreneur or startup director, understanding these pitfalls could save your business… and your reputation.

8 Fast-Track Ways to Ruin Your Boardroom Career

If you’re looking for a masterclass in what not to do, here are some sure-fire ways to end up disqualified:

1. Bounce Back Loan Abuse
Overstating your turnover or splurging the funds on a privately owned Tesla instead of your company? That’ll do it. This is currently the number one reason for disqualifications, often carrying no less than a 7-8 year ban, even for minor slip-ups (ouch!).

2. Fraudulent Transfers
Stripping your company of assets to keep them out of reach from creditors is a fast track to the naughty list.

3. Wrongful Trading
Continuing to trade while your company is insolvent (and harming creditors in the process) shows unfit conduct.

4. Ignoring the Books
If your accounting records are in worse shape than your inbox on a Monday morning, that’s a red flag. Failing to maintain proper books is a serious offence.

5. Ghosting Companies House
Not filing your accounts or returns is a no-no. It signals to regulators that something is being hidden, and they tend to investigate accordingly.

6. Dodging Tax
Not filing tax returns or fairly paying tax? HMRC will notice. So will the Insolvency Service. Enough said.

7. Going Off the Grid Post-Insolvency
Once your company enters a formal insolvency process, failing to cooperate with the appointed insolvency practitioner won’t go down well.

8. Peddling Tax Avoidance Schemes
Promoting dodgy tax avoidance schemes is a good way to go from “director” to “defendant”.

How Long Could You Be Barred?

Depending on the severity of the offence, disqualification spans:

  • 2–5 years for relatively serious offences.
  • 6–10 years for more significant misconduct.
  • 11–15 years for truly egregious cases.

In some cases, you can reduce this period with a voluntary undertaking, but be aware- accepting one could be interpreted as an admission of liability, especially if there’s a whiff of criminal conduct involved.

The Cost of Being Unfit

Beyond the obvious reputational damage and business disruption, a disqualified director can face compensation orders, be named and shamed online, and be banned from any business activities involving company formation or management. Further, well drafted Directors’ Service Agreements will contain a clause which states that disqualification as a director can result in the termination of employment, without notice. Therefore, not only may you face hefty fines, your income may also cease. 

So, How Can You Be a Good Director?

Here’s the good news: avoiding disqualification is relatively straightforward if you follow the rules

  • Stay transparent, and don’t treat your company as your personal piggy bank.
  • Understand and uphold your fiduciary and statutory duties.
  • Keep good financial records.
  • Act responsibly if your company is in financial difficulty.
  • Ask for professional advice early.

Think of your directorship like driving a high-performance vehicle. You don’t need to know every engine part but you do need to keep it roadworthy, fuelled, and headed in the right direction.

Final Thoughts

Want to protect your business and stay on the right side of the law? Then steer clear of the disqualification danger zones and keep your entrepreneurial journey firmly on the road.

Being a director isn’t about dodging disqualification, it’s about earning the trust to run a company and growing something that lasts. If you’re unsure about your responsibilities, there’s no shame in getting professional advice. There is shame in pretending you know best while heading for a 15-year ban. Contact Lefteris Kallou to gain clearer understanding of your fiduciary duties.

Read the other articles in this edition here : The Fineprint – Edition 1 – July 2025 – Lawrence Stephens

 

Selling Your Business? Why Your Exit Might Not Be a Fairytale—and How to Fix It

Posted on: June 27th, 2025 by Alanah Lenten

Founders often fantasise about their exit moment. The final deal. The payout. The celebratory glass of champagne. But for many, that long-anticipated milestone can feel more like shouting, “I’m an owner – get me out of here!” than stepping into happily ever after.

At Lawrence Stephens, we’ve worked with enough founders to know that for them, this  moment is rarely as clean or triumphant as we make it look on paper. The due diligence process alone can feel like a mental obstacle course, one where founders are asked to revisit every decision, every contract, every risk, while simultaneously letting go of the business they’ve poured their soul into.

And it’s not just the paperwork that makes selling-up challenging, there’s a deeply human side to it that often goes unspoken. We spoke with Lucy Scarlett, founder and coach at Lumini, who specialises in helping entrepreneurs prepare emotionally and mentally for what comes next. She shared insights into the 3 most common feelings her clients experience and how they can navigate them.

The Invisible Side of the Exit

1. Loss of identity
“This business has been my baby.”
We hear it all the time. Your company has been more than just your job – it’s been your title, your purpose, your structure, your story. So what happens when it’s no longer yours? Without that title to define you, the age-old question “Who am I now?” can creep in, bringing emptiness, anxiety and the dread of facing that void again.

2. Survivor’s guilt
Once the deal is done, it’s natural to worry about the people left behind.
“Did I abandon my team?” or “Are they really okay under new leadership?”
These kinds of thoughts are more common than you might think. Lucy explains that some founders even find themselves quietly checking in long after they’ve left, leading to sleepless nights or a temptation to micromanage post-exit.

3. The exit that isn’t quite the dream
Even the smoothest sales come with unexpected twists: tax surprises, legal constraints, new leadership culture clashes. The version of the exit you told yourself in your head doesn’t always match reality. That doesn’t mean it wasn’t the right move but it does mean you may need space to process and recalibrate.

So, How Can Founders Prepare?

Lucy’s advice to clients is simple but powerful: You are not your business.
It’s a mindset shift that can take months to accept. After all, when your daily purpose, income and impact are all wrapped up in something you created from scratch, it’s hard to imagine life without it. But the earlier you start to separate who you are from what you’ve built, the smoother your exit will feel.

That means:

  • Getting clear on your values and what truly drives you.
  • Giving yourself permission to grieve the business (yes, really).
  • Planning your post-exit chapter with as much energy and vision as you did your first pitch deck.

She recommends creating a clear transition checklist of everything you can control to remind you you’ve set the business up for success, and remind yourself that part of building something great is knowing when to step away.

Whether your next step is launching something new, stepping into advisory work or simply taking a well-earned pause, it’s important to remember: you get to choose the shape of your next chapter and that’s where Lucy can support.

What We See That Works

At Lawrence Stephens, we’re big believers in the full exit picture. We’re here to handle the legal details, the negotiation curveballs, and the structural finesse that gets deals over the line. But more than that, we’re human. We know how big this is for you.

We’ve helped founders manage complex exits, protect what they’ve built, and move on with clarity and confidence. We’ll support you through the parts you dread and make sure the deal reflects your value.

A Final Thought

If you’re thinking of selling, or even just entertaining the idea, take a moment to reflect. Not just on your share price or growth curve – but on you. How do you want to feel once it’s done? What do you need in place, practically and emotionally, to make that happen?

Selling a business isn’t just a transaction. It’s a transformation. And with the right people by your side, it can be a powerful one.

If you want to find clarity on what your next step looks like, feel free to drop Lucy an email at Lucy@luminicoaching.com— or if you’d like support navigating the legal process, contact Charlotte Hamilton. 

Read the other articles in this edition here : The Fineprint – Edition 1 – July 2025 – Lawrence Stephens

Lawrence Stephens Advises Kaleidex Group on its Acquisition of OxDevice Ltd

Posted on: June 18th, 2025 by Ella Darnell

Lucy Cadley led a cross-disciplinary team from Lawrence Stephens alongside overseeing director Katherine Zangana and was closely supported by Avni Patel, Becci Collins, Leigh Sayliss and Craig Mullen in advising Kaleidex Group, an Ansor portfolio company, on its acquisition of OxDevice Ltd.

Kaleidex, backed by private equity firm Ansor, acquires and integrates high-performing medical manufacturing companies, building a network of expertise and innovation to drive industry advancements. This strategic acquisition of OxDevice, a precision engineering and manufacturing company based in Abingdon, Oxfordshire, is Kaleidex’s third acquisition and expansion into the rapidly growing neurovascular and endovascular device sectors.

The transaction demonstrates our collaborative and commercial approach, bringing together expertise from our Corporate & Commercial, Real Estate, Employment and Tax teams to deliver a seamless service tailored to the need for an integrated approach towards complex corporate matters.

Commenting on the deal, Lucy said:
“Delivering this transaction was a fantastic example of what Lawrence Stephens does best, working closely across departments and alongside our client’s leadership team to deliver pragmatic, forward-thinking advice that helps clients scale their businesses with confidence”

Lawrence Stephens advises Kaleidex Group on its acquisition of Denis Limited and Oracle Precision Limited

Posted on: June 18th, 2025 by Ella Darnell

Isobel Moran led a cross-functional team from Lawrence Stephens, along with overseeing director Katherine Zangana, supported by Avni Patel, Ewan Ooi and Craig Mullen, to advise Kaleidex Group (an Ansor portfolio company) on its acquisition of Densis Limited and its wholly owned trading subsidiary, Oracle Precision Limited.

The transaction highlights our commercial and collaborative ethos, with expertise drawn from our Corporate & Commercial and Commercial Real Estate teams to deliver a seamless and integrated service tailored to the fast-paced demands of SME acquisitions in the medical manufacturing sector.

This was Kaleidex Group’s second successful acquisition, completed within just three months of instruction. The swift execution of the deal further strengthens our client’s strategic growth trajectory in the precision engineering space—supporting the development of critical components for the medical industry.

Commenting on the deal, Katherine said:
“This was a great example of how our team brings together technical expertise and insight to help our client’s complete transactions quickly and decisively. It’s always a pleasure to support their growth journeys with another successful acquisition.”

Lawrence Stephens Advises on Landmark Cotswolds Pub Acquisition for Redevelopment

Posted on: June 11th, 2025 by Alanah Lenten

Bradley Lee and Charlotte Hamilton from our Corporate team, alongside Angela McCarthy and Nick Marshall from the Commercial Real Estate team, have advised Rafic Said on the acquisition of the entire issued share capital of The Cotswold Cock Inn Ltd, a corporate structure used to acquire the company’s principal asset: a characterful pub in the Cotswolds.

With planning permission already in place, Rafic intends to redevelop and re-open the pub, breathing new life into the site and bringing a new hospitality offering to the area.

The transaction highlights the strength of Lawrence Stephens’ collaborative, cross-disciplinary approach. By structuring the deal through a corporate acquisition, the team was able to deliver an efficient solution that balanced both commercial and legal priorities, while unlocking real value for the client.

Bradley Lee commented:
“This is an example of where Lawrence Stephens flourishes, combining our Corporate and Commercial Real Estate expertise to work seamlessly as a team and help our clients realise their ambitions.”

Rafic Said added:
“Lawrence Stephens were exceptional throughout, commercially astute, approachable, and solutions-focused. Their expertise gave me real confidence at every stage of the process.”

For more information on our Corporate and Commercial services, click here

Lawrence Stephens advises Fidelius on its investment in Vobis

Posted on: May 9th, 2025 by Natasha Cox

Lawrence Stephens has advised Top 100 financial planning firm Fidelius on its acquisition of a non-controlling stake in Vobis, a London and Yorkshire-based IFA.

Founded in 2013, Vobis, which manages over £140m in client assets, specialises in financial planning for high-net-worth individuals and operates a joint venture with a top 60 accountancy practice in central London. The firm also has a regional office in Leeds.

The deal marks the first investment by Fidelius since Swedish wealth manager Söderberg & Partners took a minority stake in the business at the start of 2024.

The Lawrence Stephens’ team was led by Corporate and Commercial Director Jeff Rubenstein, supported by Associate Harshita Samani, Solicitors Lucy Cadley and Avni Patel, and Trainee Electra Kallidou.

Jeff Rubenstein commented: “While this was our first transaction for Fidelius, this assignment was the latest in a series of transactions we have advised on in the rapidly consolidating Financial Services industry. We very much enjoyed working with the Fidelius team, their energy and ambition very much reflects our own ethos and we look forward to working with them in the future”.

Richard Armstrong, Head of Governance, Risk and Compliance at Fidelius responded: “We are grateful for the advice and support provided by the team at Lawrence Stephens. The team were proactive and responsive, and their can-do approach helped move this important transaction along. Our ambition is to be a top 20 IFA and more acquisitions are likely.”

Find out more about our Corporate and Commercial services here

Corporate and Commercial Spring Newsletter

Posted on: April 9th, 2025 by Alanah Lenten

Read our Spring Newsletter here

Letter from the Editor Charlotte Hamilton

It has been a busy first quarter of 2025 in the corporate, commercial and employment sectors.

In this edition of our Newsletter, I have summarised the report issued by the Investment Security Unit of the Government (ISU) on the effectiveness of the National Security and Investment Act 2021 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021 (NARs). For businesses in the 17 sectors considered sensitive, the NARs dictate whether a notification must be made to the ISU for any proposed acquisition having considerable impact on the timing of an acquisition.

Becci Collins, Solicitor in our Employment team, has summarised the new right introduced by the Statutory Neonatal Care Pay (General) Regulations 2025 for parents to take neo-natal care leave, to receive statutory neo natal care pay and what steps employers should be taking now.

Ewan Ooi, trainee in our Banking team and Samantha Aldridge, paralegal in our Employment team discuss the importance of careful drafting in legally binding agreements and how it can protect businesses.

They summarise two cases highlighting how enforceability depends on the use of clear and precise wording and why legal advice is needed when drafting the terms of commercial agreements and employment contracts.

Please see the key dates section for upcoming corporate, commercial and employment law updates and as always, please be in touch with any queries.

We will be discontinuing this newsletter after this edition. It will be replaced by our brand new newsletter: ‘The Fineprint’.

The Fineprint

‘The Fineprint’ is designed for founders, entrepreneurs, and owner-managed businesses who are passionate about growing their ventures and staying informed about the latest industry trends and legal updates.

If you’re a business owner, startup founder, or an entrepreneur looking to gain insights, practical advice, and inspiration, this newsletter is for you.

For more information please see here, You can opt out at any time.

James Lyons comments on private equity and retail businesses in Retail Sector

Posted on: April 7th, 2025 by Natasha Cox

Director in the Corporate and Commercial team, James Lyons, comments on the trend of private equity firms investing in retailers, and discusses how these growth strategies can benefit both business and private equity buyers.

James’ comments were published in Retail Sector, 4 April 2025, and can be found here.

Speaking with Retail Sector about the trend of publicly listed retailers taking private equity, James explains that “if the business continues to benefit from access to institutional capital, stock liquidity, and the other advantages that come with a listing, then remaining public makes sense.”

He states that there are challenges that come with this, noting “the costs of listing, the scrutiny, and the increased pressure, especially with rising employer and NI costs, all add up. When those burdens become greater than the benefits, it’s easy to see why more retail companies are opting to go private.”

Commenting on the recent acquisitions of Walgreen Boots Alliance by private equity, James told Retail Sector that “Sycamore’s acquisition of Walgreens includes Boots, but that’s just one part of the wider business. A number of commentators believe that Sycamore will likely spin off Boots to focus more on the US retail market. It’s possible we could see Boots reappear on the public markets, perhaps through a demerger and a new listing in the UK. Alternatively, it could be sold to another private equity firm or a trade buyer.

“While it’s hard to predict exactly what form it will take, I’m sure the brand will endure.”

James explains that, for private equity firms looking for retailers to invest in, “it’s about identifying where investment can generate increased returns over the next few years and ensuring the business is positioned for long-term sustainability. Take Boots, for example. Its pharmacy element is heavily regulated, which may be of interest to some private equity firms, but not necessarily to all.”

James also notes that “retailers that can leverage technology to strategically enhance their business are likely to attract more private equity interest. Ultimately, the future of retail is moving towards digital, making it a key area for private equity firms, rather than traditional high street retail.” 

Speaking on the evolution of this sector, James commented “Retail now is very different from what it was two decades ago. It’s a blend of the traditional high street and the rapidly expanding online retail sector. The rise of digital technology and AI interfaces has really shaped the way consumers shop today. Private equity firms bring both expertise and investment, particularly in the digital and e-commerce space. Traditional retailers may not have had the same level of expertise or know-how, and that’s where private equity can make a real difference.”

He goes on to argue that this is not the be all and end all of business, stating that “public listings can still be a credible option for the right business at the right point in its cycle, if done for the right reasons. So, I don’t see this as a long-term trend. For example, it’s not beyond the realms of possibility that Boots could come back to the public markets at some point, if it makes sense for the business.

James concludes by suggesting that, overall, the strategy of the private equity firms is key to such deals, and that these are questions retailers must consider

“There has to be a commercial deal that works for both parties. What are the intentions of the new owner? What areas do they plan to invest in? Where do they see future growth? Is this the right owner to take the business to the next level?” 

To find out more about our Corporate and Commercial services, click here. To find out more about our services in the Retail sector, click here.

 

Key dates to enhance transparency and prevent crime within UK business

Posted on: March 3rd, 2025 by Hugh Dineen-Lees

As a reminder to those in charge of company administration, the Economic Crime and Corporate Transparency Act (ECCTA) became law in October 2023. It set out a phased timeline for new requirements on businesses to enhance transparency and prevent crime within UK business. In this summary we highlight the upcoming key dates to note.

We have reported on the objectives of ECCTA in this article by Isobel Moran.

From 25 March 2025 – Identity Verification

From 25 March 2025, individuals may voluntarily verify their identity directly with Companies House or via an Authorised Corporate Service Provider (ACSP). Identity verifications apply to all new and existing company directors and people with significant control. They also apply to members of LLPs.  

Identity verification will become compulsory and so it is advisable to do this as soon as possible to avoid missing the compulsory deadline. If you need any guidance or assistance, please be in touch.

Missing the deadline is an offence. The consequences include financial penalties and may prevent you from being able to make other filings on behalf of existing companies or setting up a new company.

From 27 January 2025 – Suppression of Personal Information

From 27 January 2025, individuals can apply to supress personal information from historical documents such as their home address, date of birth, signatures, and business occupation.

Additional protection will be available to those at risk of harm by protecting their information from public view.

From spring 2026 – Changes to Limited Partnerships

From spring 2026, LPs must: 

  • provide partners’ names, date of birth and usual residential address
  • verify the identity of general partners
  • provide a registered office address in the UK – this must be in the same country the LP is registered in, for example a LP registered in Scotland must have a registered office address in Scotland
  • provide a standard industrial classification (SIC) code
  • file an annual confirmation statement

LPs will need to file their information through an Authorised Corporate Service Provider (ACSP).

There will be new powers to:

  • close and restore LPs
  • apply sanctions
  • protect partners’ information
  • operate a statutory compliance process

These changes for LPs will be implemented following secondary legislation and so we are continuing to monitor these changes.

Please see our initial report on the objectives of ECCTA here. We will continue to provide updates as they come into effect. Now is the time to start taking action to verify the identity of the individuals behind your organisation. If you need any guidance or assistance, please be in touch.