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Lawrence Stephens advises The Cotswold Company on the expansion of its omni-channel presence

Posted on: December 19th, 2024 by Natasha Cox

Lawrence Stephens has advised The Cotswold Company, the well-known premium furniture and homeware brand, on commercial contracts to support the expansion of its omni-channel presence through third party retailers. The company has launched its products on NEXT.co.uk and with John Lewis & Partners online, alongside the introduction of a dedicated brand space within the iconic Peter Jones store in Chelsea.

Founded in 1996, The Cotswold Company offers a range of thoughtfully designed furniture, with a focus on quality materials and craftsmanship. These contracts mark the brand’s first entry onto third-party retail platforms, complementing its fast-growing e-commerce site and 10 UK showrooms.

In a recent article in Retail Week, Cotswold Company chief executive Ralph Tucker said: “With our new partnerships with John Lewis Partnership and Next – both of which have gone live in time for Christmas – we’re making tangible steps towards delivering growth and becoming one of the UK’s leading premium homeware brands.”

Rachael Pinchbeck, Head of Commercial Finance, The Costwold Company said “Bradley and Craig were a pleasure to work with. Their contractual expertise and retail experience resulted in the smooth and timely completion of contracts ahead of our successful launches. We look forward to working with Bradley and the Lawrence Stephens team on future projects.”

Director Bradley Lee advised on the commercial contracts, while real estate advice was provided by Director Craig Mullen.

Lawrence Stephens advises the Compliance Group on the acquisition of Electrical Test Midlands

Posted on: November 18th, 2024 by Natasha Cox

Lawrence Stephens is delighted to have advised The Compliance Group on the acquisition of Electrical Test Midlands (ETM), a leading specialist in electrical testing and compliance with over two decades of expertise.

Established in 2019, the Compliance Group is a leading integrated provider of safety and regulatory compliance services across electrical, fire and water. They help their clients to reduce risk, improve safety and assure regulatory compliance in a wide range of sectors.

The Group, one of the Ansor portfolio of companies, has become one of the UK’s leading compliance businesses through a combination of organic growth and acquisition. This is the Group’s fourth acquisition in 2024, following the earlier acquisitions of CT Fire Protection, Fire Safe Services and Intersafe. Lawrence Stephens is proud to have advised on all these transactions.

The team was led by Managing Director Steven Bernstein, with assistance from solicitors Isobel Moran and Carla Bernstein.

Phil Campion, Managing Director of Compliance Group Electrical, said of the deal: “ETM brings an exceptional level of technical skill, a commitment to customer service, as well as shared values of responsibility and sustainability. We are excited to welcome them into Compliance Group’s Electrical Division and further strengthen our position in the electrical safety and testing space and offer more comprehensive services to our clients across multiple sectors.“

Effects of the budget changes on owner managed businesses

Posted on: November 5th, 2024 by Hugh Dineen-Lees

Rachel Reeves finally delivered the first budget of the new Labour Government on 30 October 2024. Following intense speculation beforehand (including our own!), industry commentators in the aftermath of the announcements were suggesting that the budget was not as dramatic as they had expected. Perhaps this was more down to the carefully thought-through campaign leading up to the announcements and an excellent presentation of the changes on the day.

Most commentators have, however, pointed out that these changes will mean that businesses and entrepreneurs will be paying more tax, in some cases as soon as today. Now that the dust has settled and further analysis has taken place, we can take a look at the key changes introduced and their implications for owner-managed businesses.

Capital Gains Tax (CGT)

Business owners considering selling their company will be very interested in any changes to CGT. These were keenly anticipated, and it was confirmed that these and the tax on carried interest will rise from April 2025.

With immediate effect, the rates of CGT increased from the current 10% (for basic rate taxpayers) and 20% (for higher and additional rate taxpayers) to 18% and 24% respectively. There are special provisions for contracts entered into before 30 October 2024 but completed after that date. Anti-forestalling rules were also introduced with immediate effect which can, in certain circumstances, apply to unconditional contracts entered into before 30 October 2024 which were not completed by then. The rates for selling second properties remain at 18% and 24% respectively.

The CGT rate for Business Asset Disposal Relief (BADR), which can apply to lifetime gains of £1m on certain disposals by employees and directors in their unlisted businesses, will continue. However, the tax rate will increase from the current 10% to 14% for disposals made on or after 6 April 2025, and from 14% to 18% for disposals made on or after 6 April 2026. It has been calculated that this will mean an increased bill of up to £80,000 for those planning to sell their businesses after April 2026.

Investors’ Relief (IR) provides for a lower rate of CGT to be paid on the disposal of ordinary shares in an unlisted trading company where certain criteria are met, previously subject to a lifetime limit of £10m of qualifying gains for an individual.

It is aimed at encouraging entrepreneurial investors to inject new capital investment into unquoted trading companies.

The CGT rate for IR, which applies in similar circumstances to BADR but where the investor is unconnected with the business, will increase in parallel with the BADR rates. Furthermore, the lifetime limit for this relief will also reduce from £10m to £1m for disposals made on or after 30 October 2024, significantly limiting its financial benefit going forward.

Carried interest changes

Carried interest refers to the performance-related rewards received by fund managers, primarily in the private equity industry. Previously, carried interest was taxed at lower capital gains tax rates, compared with income tax rates. The Budget changes included an increase in the CGT rate for all carried interest gains to a new flat rate of 32%, applying to carried interest arising on or after 6 April 2025. This is a temporary measure ahead of wider reforms that will apply from the following tax year. From 6 April 2026 a specific tax regime for carried interest will be introduced, moving it from the CGT framework to income tax. All carried interest will then be treated as trading profits and subject to Income Tax and National Insurance Contributions (NICs). However, the amount of ‘qualifying’ carried interest subject to tax will be adjusted by applying a multiplier resulting in an effective tax rate at 34.1% including NICs. Some might see this change as somewhat cosmetic, but it seeks to deal with some of the negative perceptions about carried interest representing remuneration rather than true capital gains.

These are all significant changes but, according to an analysis by Grant Thornton, this “still presents an attractive environment for management incentives and investors and is unlikely to discourage ongoing deal activity”. They “therefore expect the impact on M&A to be less severe than anticipated with the announcements ensuring the UK remains an attractive and internationally competitive environment for investors”.

Changes to Inheritance Tax (IHT)

While the CGT announcements were not as drastic as some had been speculating, the IHT reforms present a substantial shift in the tax landscape, especially for entrepreneurs and business owners. The changes introduced in the budget have particularly alarmed farmers and small business owners as from 6 April 2026, a 20% tax rate – half the headline inheritance tax rate of 40% – will be applied to the value of farms and businesses worth more than £1m when they are passed on.

The existing 100% business property relief and agricultural property relief will continue only for the first £1m of combined agricultural and business property after 6 April 2026. The rate of relief will be 50% thereafter, effectively making this a 20% IHT charge.

This presents a risk for family business owners as well as their companies, which will no doubt have to play a major part in funding any IHT that is due.

Changes to National Insurance contributions

From April 2025, employers’ NICs will increase from 13.8% to 15%. The threshold at which employer NICs become payable will fall from £9,100 to £5,000. To help mitigate these additional NICs costs for smaller employers, the employment allowance (which allows businesses whose annual NICs bill is less than £100,000 to reduce their NICs costs) will increase from £5,000 to £10,500 per year, and will apply to all businesses as the £100,000 threshold will be removed.

These changes present a challenging scene for our retailer and hospitality clients. The changes in NICs will be accompanied by increases to the National Minimum Wage and National Living Wage rates. This rising cost base will be particularly felt by people heavy businesses, perhaps making life on the high street even harder.

Autumn Budget: Potential changes of concern to owner managed businesses.

Posted on: October 24th, 2024 by Hugh Dineen-Lees

As the Autumn Budget approaches on 30 October 2024, speculation is rife about potential changes. Labour has pledged to make the tax system fairer, delivering economic stability with tougher spending rules, and growing the UK economy at the same time.

There has been much commentary regarding how to address the ‘£22bn black hole’ in the government’s finances identified by the incoming government. But having ruled out changes to the rates of the UK’s major taxes, the government has been left with fewer options to raise revenue. The implications of these for owner managed businesses could be significant, particularly changes to Capital Gains Tax (“CGT”), Business Asset Disposal Relief (“BADR”), increases to National Insurance Contributions (“NIC”) from Employers, and changes to Inheritance Tax (“IHT”) Business Relief (“BR”).

Here’s a look at what might be on the horizon:

Increase in CGT rates

Presently, the CGT rate for basic rate taxpayers is charged at 18% on disposal of residential property and 10% for all other assets. The CGT rate rises to 24% on residential property and 20% on other assets for higher or additional rate taxpayers.

In addition, if you qualify for BADR, CGT is charged at a reduced rate of 10% for the disposal of qualifying business assets.

Compared to income tax, where higher and additional rate taxpayers are charged 40% and 45% respectively, CGT is significantly lower.

As such, it is widely speculated that the Government may increase the rates of CGT. There are two potential methods being considered. The first approach involves aligning the lower CGT rate on all other assets with the higher rate applied to residential property, thereby creating a uniform CGT rate for all asset disposals. Alternatively, the Government might adopt a more aggressive strategy by aligning CGT rates with income tax rates.

Reducing or removing the CGT annual exemption

Individuals currently benefit from an annual exemption of £3,000 for CGT. In recent years, the annual exemption has gradually decreased, with the latest reduction to the CGT annual exempt amount taking effect in April 2024, lowering it from £6,000 to £3,000.

In line with recent trends, where the annual exemption has gradually diminished, it would not be surprising to see the annual exemption being reduced further or even being removed altogether.

Reduction or removal of the lifetime limit for BADR

As set out above, BADR entitles certain individuals (if they qualify) to benefit from a reduced rate of CGT. Currently, there is a lifetime limit of £1 million, thereby allowing entrepreneurs to benefit from a lower rate of CGT on the first £1 million of lifetime chargeable gains.

It is speculated that the Government may either lower the £1 million lifetime limit, reducing the tax savings available for investors or entrepreneurs.

Alternatively, the Government may opt to abolish BADR entirely. Business owners would have to pay the standard 20% (if not more if the government decide to increase the CGT rate) on all gains.

Increases to National Insurance Contributions from Employers

The Labour party committed in its manifesto not to increase national insurance contributions for working people. However, it did not rule out increasing the contribution from Employers which has led to speculation from informed commentators that they may increase this by 1%, making the new rate 14.8%.

While on the face of it, the predicted increase affects only employers, however there are concerns that raising employer NICs in an already stretched economy would negatively affect growth, ultimately leading to businesses having less money to invest in their staff, so that the burden would nevertheless ultimately fall largely on working people.

The Office for Budget Responsibility has commented that any rise in employer NICs would be passed onto workers and ultimately to consumers. Businesses may respond to the rise by limiting pay rises, reducing staff numbers, freezing recruitment and scaling down employee benefits. There are also arguments that the increase may complicate and distort the tax system and the jobs market, stymying the economy.

Changes to Inheritance IHT Business Relief

When children are an integral part of the running of a business, many business owners choose to gift or transfer shares in their business to them. Gifts such as this may not only be subject to CGT, but may also be subject to IHT. In these instances, BR may be available to reduce any unexpected IHT arising.

Where available, the relief reduces the taxable value of qualifying assets by either 50% or 100% depending on the circumstances.

Rumours ahead of the upcoming Budget are suggesting that we could see changes to IHT BR. This could now be capped at anywhere between £500,000 and £1m per person, removing the reliefs that currently apply without limit on qualifying assets meeting certain requirements. IHT Business Relief changes could the have a significant impact on business legacy.

When will these likely changes happen?

It is unclear what date that these changes will take effect from. There is potential that these changes may be brought in with immediate effect following the conclusion of the Autumn Budget from 30 October.

Alternatively, the Government could choose for any changes to the CGT rates to take effect upon the commencement of the new tax year – 6 April 2025.

The Government’s final decisions will be revealed on 30 October 2024 and there is considerable uncertainty what the upcoming changes may be. Please do not hesitate to contact us for further details about how the upcoming Autumn Budget may impact you.

Lawrence Stephens advises Genuine Dining on its acquisition by WSH

Posted on: September 26th, 2024 by Hugh Dineen-Lees

Lawrence Stephens advised workplace caterer Genuine Dining and its shareholders, including investor Luke Johnson and CEO Chris Mitchell, on its acquisition by WSH, a leading food and hospitality company.

This acquisition by WSH will support Genuine Dining’s growth and development in partnership with an industry-leading business.

The team was led by Director James Lyons and Managing Director Steven Bernstein, with assistance from Solicitors Lucy Cadley, Carla Bernstein, and Avni Patel from our Corporate and Commercial team. Employment advice was provided by Senior Associate Joanne Leach and Solicitor Becci Collins.

CEO of Genuine Dining, Chris Mitchell, commented: “The excellent advice and personal attention of the team at Lawrence Stephens were a huge help in making this transaction as smooth as possible.”

Director James Lyons added: “We are delighted to have advised the selling shareholders of Genuine Dining on this significant transaction – Lawrence Stephens has worked alongside Luke, Chris and the rest of the Genuine Dining team for a number of years and the sale to WSH marks an exciting moment in the continued growth ambitions of the business.”

If you need assistance with a corporate transaction or need advice on the drafting of employment agreements, please contact a member of our Corporate and Commercial or Employment teams.

Lawrence Stephens completes the sale of Brampton Dental Practice to L&P Ltd

Posted on: August 13th, 2024 by Hugh Dineen-Lees

Lawrence Stephens’ Corporate team recently completed the sale of the entire share capital of Brampton Practice Limited to L&P Ltd in July 2024.

The team was led by Director and Head of Corporate and Commercial, Jeff Rubenstein with support from Solicitor, Isobel Moran and Director, Nick Marshall from the Commercial Real Estate team as well as Trainee Solicitor, Heather Ramsey.

Jeff, Director at Lawrence Stephens: “The successful conclusion of this deal reflects our team’s expertise and commitment to facilitating strategic business transitions within the dental sector. We are delighted to have supported Brampton Practice through this process and wish Mark all the best in his future plans.”

Mark Moran, Former Director of Brampton Dental Practice Limited commented: “I am deeply appreciative of the professionalism and support provided by the entire team at  Lawrence Stephens. This sale not only signifies a personal milestone for me  but also ensures the legacy of Brampton Dental Practice continues under new ownership.”

We congratulate all involved in this successful sale and look forward to the practice’s future under the guidance of L&P Ltd.

If you are a Dental practitioner thinking of selling your business please reach out to our team who have significant expertise in this sector and can guide you through this process.

Lawrence Stephens announces five Director promotions

Posted on: August 1st, 2024 by Natasha Cox

Lawrence Stephens is delighted to announce the promotion to Director of five exceptional colleagues who have consistently demonstrated a drive for excellence and dedication in delivering the best outcomes for their clients at all times.

Rachel Coulthard from our Real Estate Finance and Banking team, acts for borrowers and lenders across bridging finance, development finance, secured lending and high-value refinances of property and property portfolios.

From our Corporate and Commercial team, Katherine Zangana has over a decade of experience acting for small and medium-sized businesses, specialising in acquisitions, restructuring and other corporate transactions, as well as commercial contract matters.

Having previously worked in the firm’s Dispute Litigation team, Abtin Yeganeh becomes Director in our new Property Litigation department, advising clients in relation to all aspects of real estate disputes – including secured recoveries, trespass, professional negligence, and landlord tenant matters

Having led the firm’s Family department since November 2023, Jim Richards and Eleanor Wood are both highly experienced solicitors with significant experience acting for a wide range of clients including high-net-worth and high-profile individuals, foreign nationals, non-domiciles, UK nationals living abroad, and multinational families.

Steven Bernstein, Managing Director at Lawrence Stephens, commented: 

“With these five Director promotions, and the launch of a new department for the firm, we are proud to be continuing to demonstrate Lawrence Stephens’ growth and cross-departmental expertise. Rachel, Katherine, Abtin, Ellie and Jim’s cross-sector practices reflect the full-service approach we take at Lawrence Stephens, and how we are able to deliver the best outcomes for our clients.”

Changes to the obligation to inform and consult on TUPE transfers

Posted on: July 1st, 2024 by Natasha Cox

Changes to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’) come into effect on 1 July 2024.

These changes are likely to be welcomed by small to medium-sized businesses as they provide greater flexibility to employers in complying with their duty to inform and consult affected employees in relation to a TUPE transfer.

A business preparing for the sale of part or all of an undertaking or service provision can now consult directly with affected employees if:
– there are no recognised trade union or employee representatives AND
– the employer has not already invited the affected employees to elect representatives AND
– either the employer has fewer than 50 employees OR
– fewer than 10 employees will transfer.

There is nothing to prevent an employer in either scenario from arranging an election to vote for employee representatives if this is preferred.

Please get in touch if you require any advice as to how to get the process right for your business. A failure to do so can be costly: transferors and transferees are jointly liable for any breach of the duty to inform and consult. This could result in protective awards reaching as high as 13 weeks’ gross pay for each affected employee.

Lawrence Stephens celebrates the launch of the FEBE Growth 100 2024

Posted on: June 19th, 2024 by Yvonne Uzoka

There are 4.2m private companies in the UK, but just 1% or 45,000 of these are considered to be ‘high growth’. These are the entrepreneurs that are making a difference and helping drive the economy. FEBE (For Entrepreneurs, By Entrepreneurs) is an organisation that enables a close-knit community of British founders to empower, celebrate and support these.  The annual FEBE Growth 100 list showcases the fastest-growing, founder-led privately owned businesses with an annual turnover of between £3m and £200m and we are delighted to recognise those who have made the 2024 list.  The criteria for inclusion on this list is rightly very strict, so congratulations also go to the 29 companies who haven’t quite met all of these, but are recognised in FEBE’s ‘Watch List’ for their drive and ambition. We look forward to seeing you on a future Growth 100 list!

Many of our clients are privately owned, founder-led businesses and as a law firm led by its founders and sharing the challenges they face, we feel great empathy with these. We are right behind FEBE’s championing of the sector, their philosophy and vision, and Lawrence Stephens is proud to continue to support them as a Corporate Partner.

You can take a look at the latest Growth 100 and FEBE Watch List here: https://www.febe.com/

Lawrence Stephens advises Compliance Group on the acquisition of CT Fire Protection

Posted on: June 13th, 2024 by Yvonne Uzoka

The Lawrence Stephens Corporate team has advised Compliance Group, a leading provider of safety and regulatory compliance for electrical, fire and water services, on the acquisition of CT Fire Protection, an owner managed company specialising in fire control systems.

Compliance Group focuses on providing integrated electrical, water and fire compliance services and applies best of breed technology solutions to ensure the full compliance of its customers. The company has built its leading position in this sector through a number of strategic acquisitions. Compliance Group’s long-term mission is to provide the best proposition in the industry by bringing together five-star customer services and technical excellence.

This latest transaction is Compliance Group’s third deal of 2024, underscoring its robust growth and strategic expansion plans via partnerships with high-quality businesses across the fire, water, and electrical compliance areas.

The Lawrence Stephens team was delighted to advise on this and earlier transactions. The team was led by Senior Associate Katherine Zangana, supported by Director Craig Mullen in commercial property and Solicitor Carla Bernstein in corporate.   

Lawrence Stephens has advised the shareholders of M&A Coachworks on the sale of their business to The Steer Group, one of the industry’s leading automotive repair groups

Posted on: June 5th, 2024 by Yvonne Uzoka

M&A Coachworks is a supercar, manufacturer-approved repair specialist for iconic luxury brands such as Porsche, Ferrari, Aston Martin, Bentley, Lamborghini, McLaren and Maserati. Established in 1971, the company has four bodyshop sites in London, Norwich, Hertfordshire and Berkshire. It offers vehicle repairs, restorations and transport collection for client’s prestige vehicles. 

The strategic acquisition of what was the UK’s largest manufacturer recommended repairer of super cars bolsters Steer’s capabilities in the luxury vehicle repair sector through expanding its repair footprint and increasing its capacity.

No stranger to the sector, this deal follows an earlier transaction where the Lawrence Stephens team advised the shareholders of the Artis Group, a vehicle repair business with 11 outlets located around the M25 on their sale to The Steer Group.

M&A Coachworks is also a family-owned business, established by Brothers Michael Dionisiou and Adonis Kyriacou in 1971. A founder-led business itself, Lawrence Stephens is very familiar with the challenges this brings and advises many privately owned businesses on a wide range of matters throughout the business lifecycle.

The Lawrence Stephens team was led by Managing Director  Steven Bernstein, with assistance on the corporate side from Associates Harshita Samani and Carla Bernstein  and Trainee solicitor Heather Ramsey and on the property side from Director Nick Marshall.

We are attending MIPIM 2024

Posted on: February 5th, 2024 by Maverick Freedlander

Lawrence Stephens is pleased to have a presence again at this year’s MIPIM 2024, the leading global property event. Our cross-practice real estate team holds expertise covering all areas of Real Estate including Real Estate Financing and Banking, Residential Real Estate, Leasehold Enfranchisement and Commercial Real Estate.

Lawrence Stephens will be represented by a roster of specialist property lawyers who offer insight into the transforming real estate journey. 

Please contact us via Mipim@lawstep.co.uk or reach out to our lawyers directly, if you would like to meet, grab lunch or have a drink.

Gregory Palos, Ajoy Bose-Mallick, Andreas Panteli, Nisha Saigal, Steven Bernstein, Goli-Michelle Banan, Claire Allan and Nick Marshall, are happy to talk to you and look forward to meeting you in Cannes!