Napthens in:brief magazine

in:brief WINTER 2011ISSUE EIGHT

napthens.co.uk

THENEWSLETTEROFNAPTHENSSOLICITORS

Region’s deal-doers canhandle tough timesLancashire’s corporate deal-makers are developing significant opportunities, despite globalconditions and there are encouraging levels of activity.

BusinessRoundupBedeMullen, director ofUCLan’sKnowledgeTransferService talks aboutwhyhe ispositive about thenext yearpage 2

BusinessStructuresRobDobson, Corporatepartner looks at thebeststructure for your businesspage 2

Booking aTrendin:briefprofiles holidayaccommodation firm, Iknow-UKas it expandspage 3

AdviceEmployment solicitor, StaceyBarlowexamines changes toemployment lawpage 6

OpinionTheLocalismBill –empowerment orbewilderment?CommercialProperty solicitor, PhilipWright looks at theproposedBillpage 7

Cooking upa Stormin:brief catches upwithHeadof Licensing,Malcolm Ireland,about his passion for foodpage 8

This is the view of Andrew Clare,partner in Napthens’ Corporateteam, who believes the regionalcorporate transactions sector has theresilience and enterprising approachto meet the challenges ahead.

“Despite difficult conditions, anumber of sectors are out-performing expectations, forexample, engineering businessesthat are capable of adapting andproducing high quality products,”said Andrew.

“One interesting trend we haveseen over the past year is that ofpurchasers looking for differentavenues of funding for deals.Alongside traditional sources offunding from banks, businesses areincreasingly turning to alternativessuch as venture capitalists andprivate investors.”

Andrew’s view is well supported bythe activity of the The North WestFund. Since its launch in 2010 it hasproved to be a popular source offinance as it has already made inexcess of 30 investments and helpedattract a further £7m of co-investmentfrom banks and other investors.

Andrew added. “Investors andpurchasers will also, regardless

of economic conditions, pay apremium for well run businessesthat have a good managementteam and a strong product or clientbase. Demand for these types ofbusinesses is still strong andprobably always will be.

“Owner managed and family runbusinesses often fall into thiscategory. As we have seen withmany of our clients, they have aplanned, considered approach togrowth and have expanded at a ratethat suits them. Without the externalpressures of investors, these typesof businesses aren’t often highlyleveraged. Conversely, we haveseen a number of OMBs and familyrun businesses taking the lead inacquisitions and becoming moreproactive in looking at deals.

“We have also seen a surge in thenumber of overseas purchasersmaking acquisitions to grow marketpresence.”

Overall 2011 has been a busy yearfor Napthens on the deals front, Thisis borne out by a string of majordeals that the Corporate team hasadvised on, including the £30 millionmanagement buyout of North WestICT provider, Intrinsic Technology

and the refinancing of Lancashireand London-based property andinvestment group Tarncourt GroupHoldings LLP.

In addition, Napthens’ Corporateteam provided legal advice onthe the multi-million-pound saleof Barrow in Furness-basedbookmakers Chas Kendall Ltdto betting giant Gala Coral Group,as well as the sale of laboratoryresearch specialist ManchesterOrganics to Mumbai listed companyNavin Fluorine International Ltd.

So what are the main issuesbusinesses need to be aware of aswe approach 2012? “Deals will stillbe done but probably with a bitmore caution, particularly as thewider economy keeps a careful eyeon what is happening in theeurozone. That said, there arealways opportunities and we’llcontinue to be at the forefront ofadvising clients that are looking tomake strategic acquisitions andboost their businesses.”

Contact:

[email protected]

01254 686208

Rob Dobson, Andrew Clare, Victoria Bromiley and Head of Corporate, Keith Melling pictured here representing the NapthensCorporate team winning the Corporate Law Firm of the Year award at NW Insider’s dealmaker awards earlier this year.

red tape revolution?:Special report page 4 & 5

Napthens’ Corporate team hasworked on a range of impressivetransactions. These are just someof the headline deals completed inrecent months.

Sale of Intrinsic Technology Ltd toRJD Partners. Acting for shareholders

Sale of TK Holdings Ltd and BeneastTraining Ltd to General Physics (UK)Ltd. Acting for shareholders

Sale of Chas Kendall (Turf Accountant)Ltd to Coral Racing Ltd. Acting forshareholders

Management Buy Out of VickersElectronics (Holdings) Ltd. Acting formanagement

Sale of Manchester Organics Limitedto Navine Fluorine International Ltd.Acting for shareholders

Acquisition of the entire issued sharecapital of Safehands Network Ltd byVilla Nurseries Ltd. Acting forpurchaser

Acquisition of PAR Preston Ltd, PARManchester Ltd and PAR YorkshireLtd by Plastic and Rubber Group Ltd.Acting for purchaser

Tarncourt Group Holdings LLPrefinancing. Acting for the company

Ludlow Insurance Services Ltdacquisition of Chartwell FinancialManagement Ltd. Acting for thepurchaser

Napthens In Brief 08 11 v5:Napthens In Brief 6/12/11 10:12 Page 1

Choosing the right vehicle can helpdetermine how effective your businesscan be in the future.

These include:

• Sole Trader

• Partnership

• Private Limited Company

• Public Limited Company

• Limited Liability Partnership

Here we take a look at two of thesevehicles, which we find clientsincreasingly interested in:

Private Limited Company:Treated as a separate corporatebody which gives its members’financial protection and means thatliability for debts stops with thecompany. Shareholders are onlypersonally liable to the extent oftheir paid up share capital.

Liability can be limited by shares orby guarantee - companies limited byshares are the most commonbusiness structure. A majoradvantage is that shareholders’liability for the company’s debt islimited to the amount of unpaidshares that they hold in thecompany (potentially zero).

Private limited companies aregoverned by the Companies Act2006 and have to adhere to strictcodes e.g. produce companyaccounts, maintain statutory books,appoint directors.

Decisions affecting the business aremade either by the directors or theshareholders (often the samepeople). Certain formalities andexpense are required in creating thedocumentation to govern theserelationships and in holding andrecording meetings and decisions.

In recent years there have beenmoves to decrease formalities forsmaller companies. This combinedwith the fact that private limitedcompanies are only taxed on theirprofits (and unlike sole traders arenot subject to personal tax rates ofup to 40% or even 50%) is makingthem more attractive to smallbusinesses.

Forming as a private limitedcompany can create the perceptionof a serious business, effectivelymanaged and with long termprospects. Attracting investmentcan be easier than for a sole trader,as investors have access to balancesheet statements.

Limited Liability Partnership(LLP): A relatively new businessformat, created in 2000. It combinesthe informality of a partnership butoffers the protection in terms oflimited liability of a limited company.

Initially the favoured vehicle ofprofessional practices such assolicitors and accountants, theyare increasingly used by otherbusinesses and individuals.

LLP’s are increasingly beingemployed as tax efficient vehiclesfor joint ventures between parties.Importantly the ‘members’ of anLLP can themselves be limitedcompanies and/or LLP’s whichadds greater flexibility in exploitingor developing new ventures.

There is a more detailed look at therange of corporate vehicles on theCorporate page of Napthenswebsite: www.napthens.co.uk

[email protected] 904342

Business roundupByBedeMullen, director ofKnowledgeTransfer, University ofCentral Lancashire

in:briefwelcome

The nights have well and truly drawnin and as we look to the end of theyear, it has been a roller coaster12 months for the global economy.

Predictions at the start of 2011were mixed, with people eitherforecasting signs of growth, or thepossibility of a double dip.

I think the reality was somewhere inthe middle. The economy has beentough, there is no doubting that, butI still think Lancashire has plenty tolook back and be positive about.

Indeed, at UCLan we are seeingsome real success stories, not justin the start-up businesses we dealwith on a day-to-day basis, but inmany of the local, regional andnational businesses we shareknowledge with.

It’s one of our objectives. To shareknowledge with the businesscommunity, help them innovateand to develop an all-importantcompetitive edge.

We do this through many differentways. Just one example is ourinnovation vouchers scheme whichoffers small grants to encouragebusiness exploitation of theUniversity’s knowledge base.

UCLan has delivered more vouchersthan any other university in theNorth West, working with over 170companies to a value of £1m, and

provided over 100,000 days oftraining to a client base exceeding1,000 companies.

Businesses are under morepressure than ever and that’s whysharing knowledge and takingadvantage of support servicesopen to them is vital.

You don’t have to look very far tosee big businesses having to makemajor decisions to protect theirfuture, but as an economy, if wedon’t drive change, we could bein for more tough times ahead.

That’s why we as a universityare doing all we can to supportbusinesses across the UK andhelping graduates enter the world ofwork fully prepared to be successful.

It’s clear that certain industries dodecline and we need to look atsupporting the development of thenext generation of industries.

It’s about building industries arounda very high level of knowledge andthat’s something the Government isinvesting in with the recent RegionalGrowth Fund announcement.

If you take a look at some of thesuccessful projects, it’s clear thatthe Government is rewardinginnovation. Just one example isthe Growing Autonomous SystemMission Management Applications(GAMMA) project.

It’s a next generation supply chaindevelopment programme led by theNorth West Aerospace Alliance inpartnership with BAE Systems,which will build on the skill base ofthe region and help ensure it staysat the cutting edge of technologyand manufacture.

I recently saw an interesting surveyfrom Yorkshire Bank that highlighted25 per cent of Lancashire firms willbe investing in new productdevelopment to encourage growthand innovation in the year ahead.

In the same survey, 41 per cent ofthe firms also stated that they wouldbe investing at least 5 per cent of

their annual turnover in growthstrategies such as new staff anddeveloping new products andservices in the next twelve months.

This is exactly why Lancashireshould feel positive about the futureand why I personally feel stronglythat we will see growth in keysectors to get the economy backon track, and businesses will postimproved results, with help fromUCLan of course.

[email protected] 892245

welcome / round up / legal update:

Bede MullenWelcome to 2011’s finalin:brief. In this edition,we highlight the activities oftwo growing businesses –Iknow-UK, an online holidayaccommodation businessexpanding in a testingeconomy and, interestingly,Builders Supplies West CoastLtd, a company doing well ina sector which is facing a greatdeal of pressure.

I highlight these articlesbecause I dare say 2011 hasbeen a testing year for many ofus in business, and the signsfrom the Bank of England pointto 2012 being just as difficult.

In this environment it isrefreshing to read that ourCorporate department is feelingoptimistic about the next 12months and that there is still anappetite out there for doingdeals. What is apparent,though, is a strong messagefor the coalition Governmentthat if we could remove orstreamline red tape, then oureconomy might be betterpositioned for growth.

Readers of this edition will alsofind our experts providinguseful advice. Stacey Barlowlooks at recent employmentlaw changes and Rob Dobsondiscusses the best corporatestructure for your business.

In our ‘Ask the Expert’ columnSean Aldridge looks at theCourt of Protection and how tomanage a relative’s affairs, andPhilip Wright expresses hisopinions on the Localism Bill.

Our ‘Talking Heads’ featuretakes a look at the plans forPreston’s historic WinckleySquare, just one of the positivesteps the city is taking in thewake of the collapse of theTithebarn project.

This positivity is reflectedacross the region as werapidly head towards a newyear, so on behalf of NapthensI would like to wish you all thebest for 2012.

Thank you.

Legal updateRobertDobson is a partner in theCorporate department.Here he looks at corporatevehicles and the structure that you canuse for your business.

2 in:brief WINTER2011 www.nnaapptthheennss.co.uk

Robert Dobson

Kathryn HarwoodHead of Wills & EstatePlanning


talking heads / Iknow-UK expansion / MAP Ltd:

www.nnaapptthheennss.co.uk WINTER2011 in:brief 3

Richard McDowell, Napthens’Personal Injury partner andco-founder of the CommunityInterest Company said: WinckleySquare is the jewel in Preston’s

crown. It is, and has been for manyyears, the centre where manybusinesses have their offices.It’s also the lungs of the City inproviding an open green space

for visitors, shoppers and peopleworking in the area. If the Square isrestored to its original glory it willshow the importance both ofbuilding on the past and working

towards a bigger and better futurefor the City for all who live and workin it.

Charlotte Myhrum, design reviewmanager at Places Matter:Winckley Square should be anurban amenity for those who liveand work around it and presentitself as a comfortable destinationrather than simply a route through.Options include cleaning it up bymaintaining the trees and lighting itwell for evening security. Strengthenthe connections from WinckleyStreet through the square toRibblesdale Place to create a greencorridor down to Avenham Parkand down to the river, which wouldenhance the city greatly.

Andrew Mather, president,Preston Historic Society: Formore than 200 years WinckleySquare or Winckley Gardens as itwas first known, has been the ‘lung’for the people of Preston. Its fullpotential can be achieved againby gradual improvements andconsistent maintenance over aperiod of time and with the requisitelevel of security, so people can takepride once more in the wholesquare - sharing picnic lunches ortaking a restful break from work,while enjoying the trees, plants andbirds in the ‘new’ Gardens.

Richard McDowell Charlotte Myhrum Andrew Mather

Talking HeadsNapthens has helped establish the Winckley Square Community Interest Company, aimed at helping drive the revivalof Preston’s famous historic Square. We ask our talking heads… How can the Square realise its huge potential?

Iknow’s know-how generatesexpansion Advanced technology and market-leading expertise enables online holiday accommodationfirm Iknow-UK to deliver a first rate service to hospitality providers and visitors.

Founded in 2003 by chairmanMarcus Simmons, Iknow-UK isthe only online business tooffer a choice of all types ofaccommodation, including hotels,B&Bs, cottages, apartments, holidayparks and caravan & camping.

The Leyland-based operationemploys 32 people and isgenerating strong growth, withturnover of £2m projected toincrease to £2.4m in 2012. It runs20 regional websites, focused onholidays and short breaks acrossthe UK. Operating with 15 onlinebooking partners, the companyprovides up-to-date pricing andavailability for 60,000 listedaccommodations.

“Uniquely, we provide full contactdetails for all customer adverts,giving consumers the opportunityto email, call, book online or visitthe website of accommodationoptions,” said Julian Ross, Iknow-UK’s managing director.

“We also offer a local guide for allaccommodation adverts. With over50,000 restaurants and attractionslisted across our regional websites,we help consumers choose theirperfect destination. In addition,Iknow-UK offers price comparisontechnology enabling holidaymakersto obtain best value for money.”

Among pioneering new services thatare driving Iknow-UK’s growth is anemployee benefits scheme enablingemployees to book UK holiday and

short break accommodation onlineat discounted rates. Staff cansave of up to 35 per cent from aselection of more than 5,000 hotels,B&B, cottages, holiday parks andapartments.

“We provide a search facility for abusiness’ intranet site, as well asemail material for the employerto send to their employeesdemonstrating how the new benefitworks in practice,” explained Julian.

The main challenge facing Iknow-UKis keeping pace with technologicaladvances.

“Competition is increasing frombrand-led UK holiday websites,which is reducing the numberof people searching foraccommodation through searchengines.” said Julian.

Looking ahead, Iknow-UK plans touse a number of opportunities tounderpin its position as a marketleader, including best priceguarantees on all adverts, linkingwith Trip Advisor for up-to-datereviews on all properties, andextending its internet bookingsystem through an extra 114

online reservation companies.

Julian concluded: “The number oflisted properties is expected to risefrom 60,000 to 100,000 before theend of 2012. We’re very excitedabout the service that we’re buildingand believe we offer a morecompelling UK holiday solutionthan anyone else.”

www.iknow-uk.com

Julian Ross

MAP dealA team of solicitors from Napthensadvised on a recent deal which sawBlackpool-based software specialistMicro Applications Packages Ltd(MAP) acquired by US-basedAutodesk Inc.

The share transaction wasannounced to the press onOctober 20, 2011 (seehttp://usa.autodesk.com). Terms ofthe transaction were not disclosed.

Napthens client MAP specialisesin providing software applications forthe construction and building industry.It was founded 30 years ago.

California-based Autodesk is a leaderin 3D design, engineering andentertainment software. Itwas founded in 1982 and, asof 31 January 2011, employedapproximately 6800 peopleworldwide. Its products are usedby more than 800,000 companiesworldwide, and the company’sturnover in 2010 was $1.7 billion.

The Napthens team was led bycorporate partner Andrew Clare,along with corporate solicitorBenjamin Dredge, with additionaladvice from employment solicitorKimberley Barrett, CommercialProperty partner Martin Long and taxspecialist Stephen Betts.

Contact us:

We welcome your feedback andcomments on any of the articles inthis issue of in:brief. Feel free to dropus a line [email protected] or visit ourin:brief page on our website,www.napthens.co.uk/inbrief.

Follow us on Twitter @NapthensOnlineSee us on Linkedin



sector focus: red tape & regulations

Red tape revolutionor red herring? The coalition says it is committed to taking a machete to the regulatoryjungle that’s threatening to choke the region’s flair for enterprise. TheCabinet Office is driving a wide-ranging online consultation exercise thataims to cull the 21,000 regulations active in the UK today.

“Legislation has often been puttogether piecemeal, without properconsideration of the global picturethat employers face,” commentedJohn Whittingslow, Litigation partnerand Head of the CommercialDivision at Napthens. “Many of theissues, especially in employment

law, stem from the way legislationis drafted. This is often unclearand difficult for employers tounderstand.”

John shares the FSB’s concern overthe volume of regulation comingfrom Europe, which he fears ishindering growth.

“Take for example the AgencyWorkers Regulations, which anynormal employer would struggle tograsp. This legislation has to beconsidered against a mountain ofcase law surrounding agency

workers and their status. TheseEuropean Commission-drivenregulations will probably make itmore expensive in the future foremployers to recruit agency staff,”said John.

Manufacturing is among the sectorsworst affected by red tape, andmany industry insiders fear the costof over-regulation is being paidin lost growth and employmentopportunities.

Sharing these concerns is TimBullough, commercial director atBlackburn-based Accrol Papers,which makes soft tissue productsfor the home and industry. “Onecompany I know submitted aplanning application to change theuse of its premises. It should havebeen a fairly simple process, butthe planners made a meal of thesituation, which impacted on salesand led to a delay in creating newjobs,” said Tim.

“Another area of regulation thataffects profitability in our industryis ‘packaging regulations’, wherea great deal of time is taken togenerate the information, completepaperwork and then make apayment to the authorities, whichis really only another form ofstealth tax.”

Red tape requirements areadversely affecting the buying andselling of businesses, according toCarl Allen, a director at WhitewaterCorporate Finance in Ribchester.

“For instance, we have beeninvolved in the purchase of atransport business that has abolted-on spray painting operation.”said Carl. “Although a very small

part of the overall business, duediligence investigations revealed thatthis had potential health & safetycompliance problems and thevendor may not agree to warrantiesfor any post-sale issues. This is thesort of situation that can stop dealsgoing through.

“Is there over-regulation? Yes. Are

a time-consuming activity for manysmall businesses, distracting owner-managers from the essential taskof directing their commercialoperations.

“Very few sectors escape fromregulatory requirements, and

whereas larger businesses canemploy HR managers or health& safety specialists, in a smallbusiness this responsibility falls tothe owner- manager, who doesn’toften have the time and expertiseto fulfil multiple roles,” said Paul.

Commentators agree that a lack ofjoined-up thinking is responsible forenmeshing businesses in a red tapetangle, with various Governmentdepartments failing to co-ordinatean overarching regulatoryframework.

Ministers say their ‘Red TapeChallenge’ will help tackle over-regulation in six key areas of healthand safety, environment, equalities,pensions, company & commerciallaw, and employment law.

Yet the Government has nothesitated to legislate since comingto power, prompting allegations ofdouble standards. So will the RedTape Challenge deliver meaningfulchange, or is it an exercise inpolitical window-dressing?

Among the sceptics is JonathanBarker, managing director atMitchells of Lancaster (Brewers),which operates 52 licensedpremises across Lancashire. “TheGovernment isn’t cutting red tape,it’s replicating it,” said Jonathan. “IfWhitehall is serious about removinglayers of regulation, it should betalking serious and sustained action,not just putting out words that givean impression of doing something.”

Paul Foster, development managerfor Lancashire & CumbriaFederation of Small Businesses(FSB), is prepared to give the RedTape Challenge the benefit of thedoubt, but only up to a point.

“This initiative offers a greatopportunity to redress the balanceand assist businesses, if theGovernment does as it hassuggested and gets rid ofregulations that cannot be justified,”commented Paul. “It must be noted,though, that much more red tape isbeing generated currently in Europeand the UK must be much smarterabout how it interprets and adoptsnew regulations in future.”

The FSB says managing red tape is

“Is there over-regulation? Yes. Aremost SME businessesproperly regulated andfully compliant? No.Does this affect theirvalue when the ownerwants to sell up? Yes.”

Carl Allen Liz RussellJonathan Barker Paul Foster Tim Bullough


sector focus: red tape & regulations

most SME businesses properlyregulated and fully compliant? No.Does this affect their value whenthe owner wants to sell up? Yes.”

However, Carl points out thatregulations can be ‘good’ or bad’depending on perspective: “If I wasbuying a business in which a lot ofmature employees had their terms

and conditions protected by TUPE,I might see that as a negative. If mydad or wife was working there,I’d see the TUPE protection as apositive.”

Some commentators say the rigid,‘tick box’ nature of many regulationscreates unfair competitiveadvantages among businesses thatare apparently in the same market,but which are categorised differentlyby the regulators.

One of them is Garstang-basedEnvirosystems, whose paper-basedEnvirobed animal bedding productis made from paper recycling millwaste. This highly entrepreneurialprocess enabled the business towin the Innovation category of theQueen’s Award for Enterprise in2006.

However, the use of waste productfrom paper recycling mills meansEnvirobed comes under the ambit ofindustrial waste regulations, asopposed to competitors’ productssuch as sawdust, wood shavings,

ground up plaster board and ashwhich are subject to less onerousregulations.

“It’s entirely unsatisfactory. All wewant to do is make a difference forour customers, but this becomesincreasingly difficult because we aredenied a level playing field and thecost of compliance becomes higherand higher,” said Envirosystemsfounder and managing director,Liz Russell.

Nevertheless, Liz accepts thatproperly thought-through regulationscan have a positive impact oncommercial practices.

“Farmers used to spread slurrythroughout the winter monthsbecause their storage wasinsufficient. Slurry spread outsidethe growing season has nobeneficial effect on the land orcrops, its nutrient value was beingwasted and in some cases the “runoff” was causing pollution of watercourses,” explained Liz.

“Regulations have been introduced

in parts of the country meaningthere is no spreading during thewinter. These farmers have had toinvest in extra storage, but it hasgiven them an opportunity to savemoney on buying chemicalfertilisers. This is a benefit to theindustry that wouldn’t havehappened without regulation, onlyorganic farmers knew the real valueof their slurry when spread at theright time of year.”

John Whittingslow agrees thatregulation is necessary in a fair-minded society: “Balance needs tobe struck between cutting throughthe red tape and, for example,stripping away too much protectionfor employees, thereby exposingthem to unscrupulous employerswho would take advantage.

“Regulation is a force for good ifit is properly drafted and properlyconsulted upon. The Equality Act isan example of a worthwhile and, inthe main, properly thought throughpiece of legislation that harmonisesrights across the board.”

Looking ahead, many businessowners would like to see a greateremphasis on strategic thinking bythe Government.

Jonathan Barker says consistencyis the watchword for any regulatorysystem and insists ministers arecapable of delivering this, providedthe political will is there.

“In the hospitality industry we haveto react to guidance or regulationsfrom a number of differentgovernmental departments –such as the Department of theEnvironment & Climate Change,Home Office, Department forCulture, Media & Sports, theTreasury, and Department forBusiness, Innovation & Skills,”said Jonathan. “Some of this iscontradictory and most seems tobe unhelpful and add costs andbureaucracy to businesses at a timein the economic cycle when spareresources would be better spent oninvestment and staff development.”

Ministers say their ‘Red Tape Challenge’ will help tackle over-regulation

John Whittingslow



These changes are that thequalifying period for unfair dismissalclaims will rise to two years witheffect from April 6 2012 and a feesystem is to be introduced foremployees who bring Tribunalclaims.

Some of you may recall that priorto 1999 the qualifying period forunfair dismissal was two years.By reverting back to that positionfigures suggest that an extra12 per cent of employees willpotentially be denied the chanceto claim unfair dismissal. TheGovernment estimates this willreduce claims by approximately2,000 claims per year.

The aim is to give employers moreflexibility and increased opportunityto dismiss problematic employees.However, it’s anticipated thechanges may result in more claimsof discrimination as those

employees with less than two yearsservice look to circumvent the newhigher qualifying period.

Also interesting is the proposalto introduce a fee system foremployees bringing employmenttribunal claims. The Chancellorconfirmed consultation will beginon the introduction of a £250 fee tosubmit a claim, and a further £1,000fee when the claim proceeds to ahearing. Fees will be refunded if theclaimant is successful but forfeitedif they lose.

These proposals were caveated byrecent comments by the JusticeMinister, Ed Davey, who suggestedthat a sliding scale of fees is beingconsidered with those on lowincomes being exempt. On thisbasis, relatively few claimants willactually have to pay a fee, as ofcourse many of those seeking anunfair dismissal claim will be

unemployed, and whether thechanges will actually cut the numberof spurious claims is debateable.

The Chancellor also stated theGovernment was “ending the one-way bet against small businesses”and making it “less risky forbusinesses to hire people”. Theproposals have been welcomed byemployers that consider it abouttime the Government introducedchanges in favour of employers,after the recent flux of employeefriendly legislation, including TheEquality Act 2010 and The AgencyWorkers Regulations 2010.

The news, as ever, should betreated with caution and it’ll beinteresting to see the outcomeof the consultation and how theGovernment attempts to strike thebalance between genuine anddubious claimants.

Contact:

[email protected]

01772 904280

Sean Aldridge

ask the expert / employment law changes / Builders Supplies

Employment law changeswelcomed by employersStacey Barlow, employment law solicitor examines the Government’s changes toemployment law, introduced on October 3rd.

Building on firm foundationsEstablished in Cleveleys in 1963, Builders Supplies (West Coast) Ltd has evolved tobecomea leading independent builders merchant. Employing 65 staff, it has recorded a four per cent increase in its £10m turnover – impressive growth in a sector that isexperiencing tough times.

The family-run business wasfounded by the late JimWorthington, father of currentmanaging director PeterWorthington, and Jim Barlow,who remains an active memberof the board.

“We originated as a haulagebusiness carrying building materialsand started to stock the materialswe were carrying,” explained Peter.“I joined the company from collegein 1984 and during my tenure, ourgrowth has resulted from increasingthe materials offered to the samecustomers as their businessexpanded.

“Our growth has mirrored that ofour customers which has promptedus to open additional depotsin Fleetwood, Preston andMorecambe, as well as extendingthe head office in Cleveleys.”

Builders Supplies has a thrivingpresence in the DIY and homeimprovement market, while the HSSTool Hire agency in Fleetwood addsanother string to the company’sbow. The 20-strong delivery fleetincludes 16 vehicles with crane off-load facilities, all making dailydeliveries throughout the region.

“The building industry is affected bythe weather and a good merchantresponds quickly to customers’changing needs,” said Peter. “Wedo this by having the stock onthe ground, a highly trained andmotivated workforce, and thevehicles to deliver the productswhere and when they are needed.”

Builders Supplies is a foundermember of the National BuyingGroup, a purchasing consortium ofindependent builders’ merchantsenabling them to compete on pricewith larger players.

“We are investing in all areas of ourbusiness and especially our people,who are our key strength. Wehave product and general trainingfacilities at our head office and haverecently relocated our back roomoperations to refurbished officespace,” said Peter.

Other investments includeupgrading and doubling the size ofthe trade counter and display areain Cleveleys, and taking delivery ofa 26-ton Leyland DAF vehicle.

Peter remains confident about thefuture, despite issues of inflation,cashflow and margin pressure.

“The Government’s Green Deallegislation, which comes in nextyear, aims to encourage greaterenergy efficiency among homeowners and represents significantopportunities for us to work withour trade customers, because

many of the energy savingmeasures will be delivered bybuilding improvements.”

www.builderssupplieswestcoast.co.uk

Stacey Barlow

ask the expert: Court ofProtectionBased in the Wills and EstatePlanning Department in Preston,Sean advises clients on wills,trusts, estate planning matters,Court of Protection applicationsand Lasting Powers of Attorney.

Q: My mother made a power ofattorney and appointed my father.My father has died and my motherhas Alzheimer’s. How do I nowmanage my mother’s affairsincluding the sale of her house?

A: If the power of attorney doesn’tname you as a replacement, thenyou’ve no automatic authority asthe next of kin to take over yourmother’s affairs. You’ll need toapply to the Court of Protection fora court order appointing you as yourmother’s Deputy and specifying thepowers you are to be granted.

The Court of Protection is the Courtresponsible for the financial affairsof persons who are not mentallycapable. This inevitably means theaffairs of a vulnerable person andthe Court has a responsibility toensure that all their money is utilisedin the best interest of the personwho isn’t able to make decisions.

The Court will appoint an agent,normally the next of kin, to be theDeputy and will stipulate the remit oftheir powers. This normally includesday-to-day banking, investment andmodest gifts but a specific requestwill have to be made to the Courtfor the power to be extended tothe sale of property. Each year theDeputy must provide an account tothe Court to show all income andoutgoings, evidencing that allmonies have been used for theincapacitated person.

Court of Protection proceedingsare costly, complex and lengthy.For this reason it is advisable alladults execute a power of attorney.If application to the Court isrequired, seeking legal advice iscrucial to obtain all the necessarypowers you may need and to ensureyou comply with all the legislationsurrounding this area.

Contact:

[email protected]

01772 904257


Managing director, Peter Worthington


a day in the life of / Post-nups on the rise / opinion:

7.15: Jump on the train and catchup on any urgent matters –technology is great and I wouldn’tknow what to do without mysmartphone.

8.00: Land at the office and graba coffee before going throughadditional emails and messages tosee if there are any developmentson cases.

8.45: Meet with Louise Hamlet, ourDebt Action Direct manager, to planpriorities for the day ahead.

9.00: I call clients to confirminstructions and liaise with thecourt on procedural matters.

10.00: I’m at Preston County Courtfor a hearing on an application fora charging order to secure adebt owed to a client against thedefendant’s property. The defendantdisputes the application on thegrounds that they have a defenceto the original claim. I argue, as thereis an existing judgment, there’s noreason why the application shouldbe refused. The judge agrees,awarding the order as well as costs.I call the client, who is delighted withthe result.

12.00: I draft a witness statementfor a case, where a client ispursuing unpaid invoices forprofessional services. Becausethe value of the claim is less than£5,000, I have to ensure thestatement is as concise as possiblegiven that in the Small Claims Courtour client will only be able to recovera limited contribution to their costs.

1.00: I grab a sandwich, and meetup with colleagues for a quick

coffee. Back in the office wediscuss a case and bounce ideasoff each other. Always helps - twoor three heads are better than one!

2.00: I receive an application toremove a default judgment in favourfor a client. I prepare a summary ofpreliminary findings and email theseto the client so we can box thematter off.

3.00: A prospective client of DebtAction Direct calls to arrange ameeting. The business has beenreferred to me by the corporateteam and it has a large debt bookso I discuss potential strategies withthe client and fix up a time to gothrough them in detail.

3.30: I meet with David Barnes,head of Litigation to discuss how wecan develop our Debt Action Directservice. We are keen to ensure weprovide a service that adapts andevolves to meet the different needsof our clients in the future.

4.30: After dealing with someemails I sign a batch of letters,then run through my action planfor tomorrow, getting files ready so

I can hit the ground running in themorning. I check to see if a debtorhas paid. They haven’t, so I speakto the client to confirm we will nowissue proceedings.

5.30: Head off for the train toBolton and look forward to anevening meal with my fiancéeJennifer, where we catch up oneach others’ day and discuss plansfor the weekend.

7.30: Driving into Manchester, I lookforward to a coaching session withMMU Eagles which is an Americanfootball team based at ManchesterMetropolitan University. Myfascination with American footballstarted in 1995 and I began playingin 2001 at under 19 level beforeplaying at Hull University and thenLancashire Wolverines beforehanging up my pads in 2006 toconcentrate on coaching. It’s agreat sport and one that helps meunwind at the end of the day.

Contact:

[email protected]

01772 904306

A day in the life of… Ian KayAs a member of Napthens’ commercial litigation team, Ian heads up the debt recoveryservice and is responsible for overseeing the firm’s Debt Action Direct product. Hisexpertise lies in recovering debts for businesses across a wide range of industries includingconsumer credit, education, retail, advertising, utilities and public sector.

Post-nuptialagreementson the riseLancashire couplesare turning to ‘post-nuptial’ agreements– as opposed tomore traditional pre-nuptial agreements– to help them planfor the future.Post-nups have the same effect asa pre-nup, recording the agreementa couple has reached regardingdivision of assets in the event of adivorce. Unlike pre-nups, though,they are drawn up after a marriagerather than before.

Simon Gledhill, head of the Familyteam, reports that such agreementsare becoming more common, with asteady increase in enquiries. Heputs this down partly to thelandmark Radmacher v Granatinocourt case last year, which saw apre-nup upheld in a UK court for thefirst time, opening the floodgates totheir future use.

Simon explained: “Following thiscase, courts are now willing to giveconsideration to an agreementwhen deciding how assets shouldbe divided. Previously this wasn’tso, and many have seen theRadmacher decision as anopportunity to officially record anagreement with their spouse as tothe division of assets.

“Perhaps couples have had childrensince their marriage, and wish toprotect assets to pass on to thenext generation. They may alsowant to protect new businessinterests.

“Whatever the reason, if a coupleare thinking of entering into a post-nup agreement it is crucial that theyboth seek their own independentlegal advice from a specialist familysolicitor.

“Crucially, a failure to do so meansthat the agreement may be calledinto question in the event of adivorce leading to a very difficultsituation for those involved.”

This quote appears in the forewordof the Localism Bill, published bythe Department for Communitiesand Local Government but propertysolicitor, Philip Wright believes the

Bill will cause greater confusion.

On the face of it the Bill, which hasnot yet received Royal Assent isprimarily about de-centralisation,transferring power from centralgovernment to local governmentand communities. It compriseseight parts:-

• Local Government• EU Fines• Non-Domestic Rates• Community Empowerment• Planning• Housing• London• General

The weighty 450 page documenthas certainly polarised views. Whilesome of the contents are attractive,in reality it may ultimately please no-one. For example, in relation tochanges to planning, a survey ofdevelopers found that 93 per centremained unconvinced the process

would be less complicated, andnone of them thought it would beless expensive.

Conversely local communities (whoare supposed to be empowered bythe Bill) are concerned that planningwill be granted almost by default,exposing large swathes ofEngland’s finest countryside tounpopular large developments.

Central government will still set theparameters and the ability of localcommunities to force, for example,referendums. Only those moreorganised and dare I say, affluentcommunities will be able to forcethem to save public buildings likeswimming pools and libraries…andthey’ll still have to raise the financeto do so.

Planning laws are alreadynotoriously complicated. While theBill seeks to give communities theright to challenge proposed large

scale developments, not everybodywill be sufficiently motivated to doso. On the reverse, developmentsthat may be beneficial may neversee the light of day because theyare frustrated by communities onpolitical grounds. Giving power tolocal communities is laudable butmay result in more bureaucracy,delays and potentially, greaterconfusion.

The passing of the Bill at one pointseemed a certainty, but now thereare rumblings there’ll be awidespread Tory backbench revolt.It remains to be seen whether theBill will ever see the light of day –but it will do if Pickles and Osbornehave anything to do with it.

Contact:

[email protected]

01772 904314

o pinion piece: Philip Wright, Commercial Property solicitor

Localism Bill – empowerment orbewilderment? “The time has come to disperse power more widely in Britain” (The Prime Minister and theDeputy Prime Minister, Coalition Agreement, May 2010).


Contact:

[email protected]

01253 754871

Philip Wright

Simon Gledhill

Ian Kay


Preston: 7 Winckley Square, Preston, PR1 3JD DX 714572 Preston 14 Tel: 01772 888 444 Fax: 01772 257 805 Email: [email protected]

Blackburn: Greenbank Court, Challenge WayGreenbank Business ParkBlackburn, Lancashire BB1 5QBDX 745450 Blackburn 12Tel: 01254 667 733 Fax: 01254 681 166 Email: [email protected]

Blackpool: Libra House, Cropper Close, Whitehills Business Park, Blackpool, FY4 5PUDX 745260 Blackpool 20 Tel: 01253 622 305 Fax: 01253 295 591 Email: [email protected]

Chorley: 10-12 St Thomas’s Road, Chorley, PR7 1HRDX 18412 Chorley Tel: 0845 260 2111 Fax: 01257 260 096 Email: [email protected]

www.nnaapptthheennss.co.uk

Napthens LLP, registered office: 7 Winckley Square, Preston, Lancashire PR1 3JD.

Napthens LLP is a limited liability partnership registered in England and Wales: OC325775. The term “Partner” indicates a member of Napthens LLP who is not in partnership for the purpose of the Partnership Act 1890. A list of members is available from our registered office.

If you do not wish to receive future copies of in:brief, or wish to receive it by email, please contact [email protected] or 01772 904 397.

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Malcolm, Head of Napthens’licensing team, asked for work atNico’s Italian restaurant in Langho,near Blackburn, because it was theonly source of employment he couldfind in the area as a teenager.

He worked his way up from thekitchen sink to starters, pizza, pasta,meat and fish, before becoming afull time chef following his A-Levels.

“I spent two years as a full time chefat Nico’s, which was a fantasticperiod of my life, but I wanted toforge a career in law” said Malcolm.

When he qualified as a solicitor,he chose to specialise in licensinglaw and his background as a chefis something that is particularlyappreciated by many of Napthens’clients in the leisure sector.

“They realise that I know theirindustry from an insider’sperspective, which helps buildsolid relationships.” said Malcolm.

His passion for cooking stemsfrom his love of good food.“Partly because of my experienceof working at Nico’s, I loveMediterranean food. A lot of it isreally simple but just oozes flavour.

One of his favourite dishes followsthat ethos. “Aglio olio e peperoncinois very simple. It’s just spaghetti withgarlic, olive oil and chilli but it’s areally tasty dish that is quick andeasy to make.”

Finding the perfect drink toaccompany food isn’t a problemfor Malcolm either. “People havetraditionally leaned toward winesbut there’s a trend emerging formatching quality real ales or beerswith food.”

Foodies such as Jay Rayner haverecently been seen on nationaltelevision extolling the virtues ofmatching beer with food and thereis a real groundswell for eateries to

introduce beer lists alongside thewine lists.

“Some of the best restaurants andhotels are gradually waking up tothe phenomenon that is matchingreal ale with food but we have along way to go yet if we are tobreak the stranglehold that wineseems to have.

“For anyone wishing to try matchingbeer with food, there are literallyhundreds of different real ales withdifferent flavours available now buttry something like a pasta dish,with a fresh tomato and basil sauce.Complement it with a refreshing,fruity, citric beer like ThwaitesWainwright. In my book it worksa treat!”

Contact:

[email protected]

01254 686211

Me and my… Good foodA part-time job as a 14-year-old pot washer in an East Lancashirerestaurant blossomed into a lifelong love of Mediterranean food forformer chef Malcolm Ireland.

All change for Blackburn

Tricia to build onConstructionTricia Morrison has joined Napthensas partner and Head ofConstruction.

The experienced solicitor, who isdual qualified to practice law in bothScotland and England, joins fromHBJ Gateley Wareing where shehelped establish a constructionteam. She is recognised as aLeading Individual by the Chambers’legal industry guide.

Tricia advises in respect of bothcontentious and non-contentiousconstruction law, as well as publicprocurement matters.

She said: “Napthens has a highlyrespected and active property teamand I look forward to workingalongside some very high profileclients in the region.”

John Whittingslow, head of the

Commercial Division at Napthens,added: “Tricia’s specialism inconstruction law will enable us toexpand our offering to clients andkeep Napthens at the forefront ofproperty and construction advicein the region.”

Napthens’ Blackburn office hasnow completed its move to modernoffices at Whitebirk in the town.25 staff have made the move fromthe former offices at WellingtonStreet (St John’s) to the new, 4,510sq ft offices at Challenge Way.

Martin Windle, Head of theBlackburn office said “Our move toWhitebirk gives clients improvedaccess to our services. The modernfacilities provide a great workingenvironment for our staff and aplatform for Napthens’ futuregrowth in the area.

Meanwhile, the new offices havealso become home to the Ruralteam, which has moved from itsold HQ in Preston.

Geoff Tomlinson, Head ofDepartment, along with solicitorsAndrew Holden and Melissa Taylor,provide a range of services for theiragricultural clients including saleand purchase of land and farms,succession planning and rightsof way.

Napthens is just one of 16 NFUpanel firms in the country, and theteam made the move to betterserve its clients from a more centrallocation.

Geoff Tomlinson added: “Napthensis one of the few law firms to havea specialised rural team, and weare all looking forward to thisnext chapter in the life of thedepartment.”

Malcolm Ireland with his favourite dish

Power surge for IT support teamNapthens has boosted its ITsupport team with the appointmentof two extra staff.

Kathy Robertson joins as IT skillsdeveloper, and will make sureNapthens’ staff are fully trainedin the latest software and ITdevelopments. Meanwhile, JackMayman has joined as IT supportanalyst, and will give day-to-daytechnical support.

The pair will work under head of ITAnthony Terry, who said: “Theseappointments complement IT

investment and show how seriousNapthens is about investing in itspeople and the future.

“Technology plays a vital role in amodern law firm such as Napthensand developing our resources,infrastructure and IT systems willhelp us stay at the forefront of clientservice delivery.

“I look forward to working withKathy and Jack to make a realdifference to future developmentsat the firm.”

Tricia Morrison


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