Solicitor in Crewe fast friendly and effective professionals

Tel: 01270 212000 or 01270 610300
law@hswsolicitors.co.uk

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 Tenants get their teeth back (16/01/2012)

Since 2004 landlords have been supposed to pay tenant‘ s deposits into an authorised deposit scheme. However Courts have virtually nullified these provisions by deciding that if the deposit is paid at any time before a tenant‘ s application reaches the Court, no penalty should be imposed on the landlord.



Now sections of the Localism Act 2011 have rectified the situation and will reverse the
case law. The landlord now has up to 30 days to pay the deposit into an authorised
scheme. If he does not do so, or does not give proper notice to the tenant that he has
done so, the tenant can apply to the Court which will order the landlord to do what is
necessary and will also order the landlord to pay to the tenant a sum between the value
of the deposit or no more than three times the deposit as a penalty. The bar on the
landlord issuing Notice to Quit is lifted when the landlord has complied with his
obligations.



These provisions will be brought into force on a date to be appointed by the
Government.


 Peter Drury Top Apprentice (17/11/2011)

Chris Dodd‘s nephew in law has been awarded Top Honours. He was awarded Advanced Apprentice of the Year and is a partner in the business of A & P Builders Tel; 01270 567220.
See the link for the full Chronicle report


Crewe Chronicle 16 November 2011 - click here to read the full article #



 Buying and Selling Companies (16/05/2007)

Buying and selling of Companies is commonplace.



Sales occur for a variety of reasons including:-



• as part of strategic planning by the shareholders to realise the investment at an optimum price with certain tax advantages.


• to facilitate diversification or expansion


• in circumstances brought about through the terms of a shareholder’s agreement or cross-option agreement.



The finance to fund an acquisition may be found from a number of sources such as:-



• Business Centres of many banks provide loans secured against the assets of the company


• the purchaser providing loan notes (an ‘I owe you’) repayable over a certain term to the seller; this is known as deferred consideration


• corporate finance raised through specialist finance companies.


• ‘Earn out‘ a method of selling the company with the seller maintaining their involvement. Usually the seller is paid a multiple of the companies profit over a number of years on a sliding scale until the purchase price is met



Once the terms of the purchase have been agreed in general the solicitors acting for both parties draft a number of documents to formalise the transaction including:-



• Share Purchase Agreement (SPA) which sets out the terms and conditions of the purchase of the company and provides a number of warranties and indemnities from the seller to the purchaser.


• Disclosure Letter in which the seller details facts about the company


• Tax Deed in which the seller indemnifies the buyer against certain tax liabilities of the company


• Various minutes and resolutions


• Directors resignation letters


• Stock Transfer forms


• Various form for filing at companies house



Warranties



• Are essentially statements of fact about the company providing assurance to the buyer with regards to the sate of the company.


• If incorrect, the seller may be sued for any loss suffered by a buyer as a result.


• The seller in turn may make disclosures against warranties to inform the buyer of any warranties that cannot be given at all or in part.



Indemnities



• Are contractual promises in relation to a certain risks, which the buyer is aware.


• The seller will repay to the buyer any loss suffered by the buyer if the risk materialises.



Once the documents are agreed and funding is in place:-



• The SPA is exchanged between the parties and normally at this time a deposit is paid.


• Some time after exchange, the SPA (and therefore the transaction) is completed at which point:-


  • The purchase price is paid to the buyer


  • The seller receives the stock transfer forms


  • New directors and company secretary are appointed


  • The directors and company secretary resign


  • The various forms are filed at companies house



The process may appear daunting, however we have the experience and resources to guide you through step by step. Once the decision is made to sell or buy we are on hand to assist until and beyond completion.




Russell Bateman


 The New Companies Act 2006 (16/05/2007)

The Companies Act 2006 should be borne in mind by directors.



The majority of its provisions will come into force by October 2008, but best practice suggests you should adopt a new approach now.



Here are a few quick tips:



DIRECTORS‘ DUTIES



A director is now told to



• act in good faith to promote the success of the company for the benefit of shareholders;


• remember employee interests, business relationships with suppliers and customers, community and environmental interests and the consequences of any decisions in the long term; and


• comply with the director’s duties of skill and care which have been set out in the Act.



However, it is not clear who has the right to sue if something goes wrong. Possibly guidance can be seen from the Human Rights legislation, such that if anyone considers their human rights have been infringed, they have a legal remedy.



Directors should take care that a floodgate of claims is not commenced if they do not follow this simple guidance.



There already exist powers to prosecute directors for wrongful trading, but it is not clear if this increased duty of care carries any consequences in favour of the shareholders and employees if the business simply fails and they lose their investment.



STREAMLINED PROVISIONS FOR PRIVATE COMPANIES



In order to ease administration private companies



• no longer require a company secretary


• in certain circumstances private companies may now give financial assistance in connection with the purchase of their own shares


• may also reduce their share capital without court approval.



Keith Cutler