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Our aim is to provide a high
quality client service. In the commercial arena, this requires an
indepth knowledge of a company, its sector and marketplace, as well
as specialist expertise in the relevant laws and
economies.
Our work this year in the recruitment sector exemplifies our
sector-focused approach, where we have assisted clients coping with
unprecedented changes in UK and European law, by influencing the
policy decision-makers on their behalf.
- On behalf of one of our clients, we won a Court of Appeal case
(Consistent -v- Kalwak) which helped to establish that short-term
casual workers supplied through a staffing company are not
employees, with all of the direct and indirect costs that would
have involved. This ruling allowed staffing companies to continue
to supply flexible resource to UK end-users at rates which enabled
those end-users to remain competitive at times of rising
costs.
- Following the introduction of new money laundering regulations
in December 2007, we identified to HMRC the need to clarify as to
whether the regulations were intended to apply to recruitment
companies. As a result of our efforts, HMRC amended its guidance in
July 2008 to confirm this exclusion.
- For recruiters, this means that they do not now have to
implement onerous and costly compliance regimes across their
businesses. Working with the CBI and various other trade bodies, we
took part in lobbying efforts in relation to the Agency Workers
Directive, helping to ensure that the final form of the Directive
should not be so wide-ranging as to force UK businesses to stop
using temporary workers.
“The advice given by Blake
Lapthorn over the years has been of immense value to the Harvey
Nash Group and highlighted their unique understanding of both the
legal and commercial issues facing business in the global
professional services market.”
Albert Ellis, CEO, Harvey Nash
Group plc
The highlights that follow provide
further insight into how we work closely with our clients in key
sectors:
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Imprint
plc
Areas of law:
corporate, employment, tax
Sector:
recruitment
Described by the Financial
Times as “one of the most intriguing small company takeover
bid battles for some time”, the deal, effected by scheme of
arrangement, involved the acquisition of the company for just over
£45 million by Dublin-based Premier Group.
As advisers to Imprint since the company was founded and
admitted to AIM as a £10 million start-up in 2001, our Corporate
team also assisted in its acquisition of four recruitment
businesses, including the well-known City recruiter, Morgan
McKinley. The takeover, which was the culmination of public
approaches by four possible buyers, took over 11 months to
complete. This required specialist advice from our Recruitment and
Corporate teams and involved a two-stage Takeover Panel auction
process, which allowed Imprint shareholders to get the best
possible value, in what became increasingly challenging market
conditions.
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G4S Security Services (UK)
Ltd
Area of law:
employment
Sector: business
services
Our Employment Law team’s advocacy unit represents clients in
employment tribunals throughout the country. A successful outcome
for a subscriber to our Vigil employment law service was obtained,
after a five-day employment tribunal hearing. This resulted in all
of the employee’s claims being dismissed. The employee subsequently
appealed to the Employment Appeal Tribunal, which dismissed the
appeal. The case focused on arguments relating to a number of
aspects of the Race Relations Act 1976. The decision will be
helpful to other employers as it confirms that an employee’s case
must be stated clearly so that the employer can defend itself
appropriately. It has also clarified the legal position on key
aspects of the ‘burden of proof’ provisions in the Race Relations
Act, something that had not previously been raised in the higher
courts.
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Snell
& Wilcox Limited
Areas of law: real
estate, real estate dispute resolution, commercial litigation,
mediation
Sector:
technology
Havant-based technology company, Snell & Wilcox helps its
customers involved in the rapidly changing digital media industry
to create and disseminate information using cutting-edge
technologies such as internet video, mobile TV and IPTV. In a
complex dispute, the company sought advice on the construction of a
network of property-related contracts, the validity of which was in
question. Proceedings were issued to enforce the contract worth
several million pounds, but our teams managed to avoid a ten-day
trial in the High Court by helping our client to reach a settlement
via mediation. Through careful planning and close liaison with our
client representatives, a favourable settlement was secured after a
21-hour mediation, followed immediately by the swift preparation of
a new suite of documentation.
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Heathfield Park,
Sussex
Area of law:
agriculture and estates
Sector: rural
Our Rural group, recommended for its specialist rural expertise
by Savills (who acted for the seller), secured an instruction to
act for the purchasers of a seventeenth-century listed country
house estate, with grounds comprising a 350-acre deer park and a
listed three-storey folly. Due to market conditions, it was
paramount that the sale contract was exchanged within a very tight
timescale. This required excellent team working, drawing together
specialists to advise the main team. In particular, our employment
experts advised on the effect of the sale on the rights of
employees working on the estate and planning expertise was sought
on the listed building status and other related planning issues. By
being in a position to assemble quickly a strong team, we were able
to meet the deadline imposed and our client’s expectations.
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Bank of Scotland
Areas of law:
corporate, banking
Sector: finance
Bank of Scotland is the main bank financier of the Chemring
group, a world leader in producing military countermeasures and
controlled explosives. One of the region’s most prestigious
companies, based in Whiteley near Fareham, Chemring is listed on
the London Stock Exchange. As advisers to Bank of Scotland on its
financing of Chemring, our teams have advised on a number of high
value financings, including providing loans of up to £160 million
and a restructuring which required a short-term loan facility of
US$1,000 million. Recent advice on a proposed issue of noteholder
debt amounting to $150 million in the United States involved
setting up an arrangement whereby Bank of Scotland’s security would
rank equally with the noteholders’ security.
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Rainer Crime Concern
Areas of law:
charities, corporate, real estate
Sector: charities
Rainer Crime Concern is the major new
charity created through the merger of two organisations
specialising in supporting disadvantaged young people. The new
charity will reach some 34,000 people in more than 150 communities
across the country, with the aim of helping them lead purposeful
and safer lives, within crime-free communities. To achieve the
successful unification of Crime Concern, we worked closely with
Rainer, drawing up a new constitution and suite of documentation to
transfer control of the merging charities and other collateral into
a new charitable company. The work was led by our nationally
recognised Charity Law team, part of our Charities, Education and
Social Housing sector group. The challenge was to bring together
two leading charities, a substantial portfolio of properties,
contract and grants and to do so as efficiently and simply as
possible.
“We
particularly appreciated the practical no nonsense
approach of Elizabeth Davis and her team, in helping
us to achieve an amicable and timely
merger.”
Joyce Moseley, chief
executive, Rainer Crime Concern
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Hamptons
International
Practice
areas: real estate, dispute resolution
Sector: professional
services
A Court of Appeal judgment has set a benchmark this year, in
clarifying the rights of residential estate agents to commission
under sole or multiple agency terms. Hamptons International, and
their client, were represented by Blake Lapthorn in a dispute which
arose when Hamptons was instructed to sell the client’s property,
as well as another agent who was previously engaged under sole
agency terms. The eventual purchaser had been introduced to the
house by the first agent but declined to make an offer at that
time. Hamptons showed the property to the same person a few months
later. Hamptons persuaded that person to make an offer and then
negotiated the sale through to completion. The original agent
claimed that it was due commission for the introduction. The Court
of Appeal’s decision in favour of Hamptons and their client was
that, to be eligible for commission, the agent must introduce the
buyer to the sale and purchase transaction, not just to the
property.
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ClimateCare
Practice areas:
corporate, employment, tax, commercial, environment
Sector:
technology
In April 2008, ClimateCare, a world leading carbon offset
provider, was sold to the Environmental Markets group of leading US
investment bank, JPMorgan, in an acquisition to invest in quality,
large scale carbon emission reduction projects. Acting for
the vendors of ClimateCare, our team comprised carefully selected
specialists within our Climate Change team who advised on the
corporate financespects of the deal as well as a wide range of
commercial, employment and tax issues. The deal involved
co-ordinating the various elements of the ClimateCare Group which
has operations in the British Virgin Islands, Africa, South
America, Turkey and Australia.
“Blake Lapthorn’s Climate Change and Corporate teams
have been consistently excellent, not just in this deal, but over
all the years we have worked with them.”
Mike Mason, founder of
ClimateCare
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