Business Law Blog

As part of our long term strategy to enhance and broaden the expertise that we can offer our clients, Laurie Heizler joins us as a Partner in the Business Law team based in the firm’s Guildford office.

Laurie specialises in commercial law and intellectual property (IP) matters, including drafting and advice on IP licences, sponsorship, joint ventures, research & development,...

TWM Solicitors is pleased to announce the appointment of Jamie Berry as the firm’s new Managing Partner with effect from 1 August 2022, succeeding Matthew Truelove who, having served the permitted maximum 3 terms in office, now steps down following a successful 9 years in the role.

Jamie joined TWM Solicitors in 2011 and has been a Partner and Head of the Business Law team since...

Written by Nicole Syradd.

The High Court has recently found in favour of the artist Ed Sheeran in a copyright infringement case, Sheeran and Others v Chokri and Others [2022] EWHC 827 (Ch), surrounding his well-known song, ‘Shape of You’.

Background

Ed Sheeran released ‘Shape of You’ in 2017, which quickly became a hit in the UK charts becoming Spotify’s...

On 10 November 2021, the Supreme Court unanimously agreed to overturn the ruling of the Court of Appeal in Lloyd v Google LLC [2021] UKSC 50, consequently rejecting Mr Lloyd’s claim against Google in connection with an alleged breach of their duties as a data controller under section 4(4) of the Data Protection Act 1998.

Background:

Mr Lloyd, with financial backing from a third-party...

Over the last few months, the Business Law team has been strengthened with the recruitment of a further two new solicitors. Equipped with a breadth of experience and specialisms, we are excited to offer an enhanced scope of services to cater to the requirements of our sophisticated client base, both in the UK and overseas.

Amanda Lathia joins us...

You may have considered putting in place a Lasting Power of Attorney (‘LPA’) which relates to your personal financial and property affairs, but have you considered how this might work in relation to your business? Would you be comfortable with your personal Attorneys being in control of your business interests?

An LPA is a powerful document in which you appoint people of your...

The first reported judgment has been handed down, finding in favour of the landlord in relation to a commercial rent claim defended on COVID-19 grounds.

COVID-19 landlord and tenant measures

In the wake of the COVID-19 pandemic, the government introduced various temporary measures to protect commercial tenants including:

• Prohibiting enforcement of the right of re-entry or forfeiture of...

Step 1 – Instructing your solicitor

In the sale of any business, the first step should be to seek professional advice. As stated in our previous article, the earlier you seek advice, the better, as it will enable you to start getting your ducks in a row.

When selling a private limited company, you will need to consider whether you wish to sell the share capital of the business or just...

On 15 January 2021, the Supreme Court handed down judgment in the appeal case Financial Conduct Authority (FCA) v Arch Insurance (UK) Ltd and others [2021], substantially allowing the FCA’s appeal in ruling that the insurance companies should pay out on the relevant coronavirus business interruption claims, altogether worth an estimated £1.2 billion.

This decision is positive news...

Further to the Prime Minister’s announcement on 4 January 2021, declaring another national lockdown, Chancellor Rishi Sunak has announced “top-up” grants for retail, hospitality and leisure businesses adversely impacted by the new lockdown, with the proposal expected to cost £4.6 billion and benefit over 600,000 businesses.

Who is the grant available to and how much is...

We published an article on 22 May 2020, detailing the effect of the Corporate Insolvency and Governance Bill which was designed to provide greater protection for businesses during the pandemic. 

The Bill came into force on 26 June 2020 and became the Corporate Insolvency and Governance Act 2020. We described the central aspects of the Act in our earlier article which can be summarised as...

In an effort to revive and reenergise the declining footfall throughout high streets and town centres, the government has introduced new use classes and permitted development rights (‘PDRs’) as part of an initiative titled ‘Project Speed’. These changes have been designed to reduce the ‘red tape’ and unnecessary bureaucracy facing commercial property owners...

As a result of the COVID-19 pandemic, the government brought in restrictions to try to slow the spread of the virus, which included the mandatory closure of many businesses, including much of the hospitality industry.

Given the financial losses caused by such closures, many businesses sought to claim from their business interruption insurance. However, many insurers took the stance that these...

In a bid to support economic recovery, the government announced on 22 October 2020, that businesses in high or very high alert coronavirus areas (tier 2 and tier 3) could be eligible for additional cash grants with an estimated 150,000 businesses in the hospitality and leisure sector set to benefit from the proposal.

This announcement comes after the recent “tier system” was...

On 18 September 2020, the government published their full response to the 2019 Corporate Transparency and Register Reform Consultation. The report details reform proposals to increase corporate transparency in the UK and give businesses and individuals’ greater confidence when entering transactions with companies by increasing the reliability of the data showing who owns a corporate...

In recognising the impact that the coronavirus pandemic has had on businesses, Companies House introduced easement measures in April 2020 to relieve companies of filing and administrative burdens. One of the temporary measures suspended the compulsory strike off process.

However, from 10 October 2020, Companies House will resume the compulsory strike off process where they believe a company is...

In addressing the detrimental impact that the coronavirus pandemic has had on businesses, the first stage of the SEISS paid out £7.8 billion benefitting over 2.7 million people who were self-employed or in business partnerships. Applications for the first stage closed on 13th July 2020.

On 17th August 2020, the second stage of the scheme opened and is available to claim until 19th...

Any person may inspect and require a copy of a company’s register of members if they submit a request which, among other things, states the purpose for which the information is to be used. Usually, such a request would be made by a member of the company free of charge, but a non-member can also make such a request and would have to pay a prescribed fee to the company.

This right to...

In addition to the various government schemes to protect existing businesses, employees and the self-employed during the coronavirus pandemic, the government has created a new loan scheme to support new ventures: the Future Fund. The Future Fund allows start-ups reliant on equity investment to obtain funding that they may not be able to achieve via a convertible loan from the government.

Who...

On 20 May 2020, the Corporate Insolvency and Governance Bill (the “Bill”) was introduced to Parliament. The aim of this Bill is to protect viable businesses from collapse during the COVID-19 outbreak.

Corporate Governance

The Bill intends to lift regulatory requirements of company meetings and filing requirements between 26 March 2020 and 30 September 2020. There will be more...

On 27 April 2020, the UK government announced that, between 4 May 2020 and 4 November 2020, UK-based businesses which have been negatively affected by coronavirus will be able to apply for a loan of up to 25% of their annual turnover, with a minimum loan of £2,000 and a maximum loan of £50,000, under the Bounce Back Loan Scheme (BBLS). 

Loans will be repayable over a maximum...

The unprecedented disruption caused by the coronavirus (COVID-19) pandemic is putting more pressure on commercial tenants than ever before as they are left with decimated income streams and a continuing obligation to pay rent. In a move to protect high street retailers and other companies, the UK government has introduced temporary new measures to prevent heavy-handed commercial landlords...

As the government restrictions on business operation and social interaction get renewed for a further period of at least three weeks, with many experts warning it may last significantly longer, we consider whether COVID-19 is likely to engage the legal concepts of ‘frustration’ and ‘supervening illegality’ in the context of property contracts in England and Wales.

Force...

Last updated: 17 April 2020

Please note, the following information has been prepared from the latest HMLR update on 16 April 2020 and replaces our earlier update on 31 March 2020, but may still be subject to change. For the latest information direct from HMLR, please click here.

The Land Registry has announced that their essential property transaction services, such as index map...

To help survive the challenging trading environment, two sources of funds which businesses may wish to consider are the Coronavirus Business Interruption Loan Scheme (CBILS) and business interruption insurance.

Business Interruption Loans

Businesses in need of short term cash flow support as a result of the Coronavirus, may be able to apply for a Coronavirus Business Interruption Loan,...

Like most companies, Companies House has taken relevant actions to protect the welfare of their employees and is complying with the guidelines advised by Public Health England. As a result, Companies House is reporting that it may not be able to process paper filing of documents as quickly as usual.

To ensure your company’s annual accounts are filed on time, Companies House is...

The Coronavirus has caused many businesses to suffer significant declines in cashflow owing to mandatory closures, a cautious market and marooned workforce. Many management teams may feel that they should ‘fight through’, incurring debts and paying outgoings to enable their company to weather the crisis, but may be wary of potential wrongful trading liability. However, the...

Getting your business ready for sale is a daunting prospect. Unless you have sold one before, you may not know what to expect. Luckily, there are steps you can take to ensure that you set off on the right foot for a streamlined sale process, with minimal stress and delay.

Paperwork

Getting documents in order is an inevitable task for business owners. At no time is this more important than in...

On 9 January 2020, the Law Commission, further to their 2016 consultation, published their report on options to reduce premiums payable by flat owners (“tenants”) to their landlords to extend the term of their lease or buy their freehold interest.

The report discusses three potential reform options which centre upon how premiums are calculated with the overarching focus being to...

Following the outbreak of COVID-19, the majority of business premises, including registered offices, are now closed and a large proportion of employees are working from home. This raises two obvious questions; what if I wish to serve a document on a third party? And, what if a document is sent to a vacant office?

These questions can be relevant in a number of contexts; most obviously court...

In light of the dramatic events of the last few weeks, many companies will find themselves in a position where they are no longer able to perform contracts or alternatively have counterparties claiming they are in that position. If you find yourself on either side of that situation you should check your contract for the existence of a force majeure clause.

What is a force majeure clause?

• A...

As the unprecedented disruption to normal life created by the recent government lockdown on vast swathes of the high street and many other forms of commercial property continues unabated, landlords and tenants are faced with difficult decisions to make in respect of their lease obligations, and in particular the payment of rent and other charges under their leases, while tenants are unable to...

Promoting your product or service through advertising is an important part of any business, whether that be done via traditional methods, such as newspapers, magazines or on the radio or via relatively modern methods, such as by using social media channels like Facebook, Instagram or Twitter. Whichever way you choose to do it for your business, it is important to get it right for so many...

Though perhaps not reflecting the views of millions of people up and down the country, in the property world at least, the High Court has held that Brexit is not a frustrating event.

In Canary Wharf (BP4) 1 Limited and Others v European Medicines Agency [2019] EWHC 335 (Ch), the European Medicines Agency (“EMA”) sought a declaration from the court that Brexit would frustrate its 25...

Starting a business or running an existing one can be overwhelming and we understand why you might be reluctant to pile more onto your plate. However, having a Shareholders’ Agreement in place is one addition that is worth it in the long run, both financially and emotionally!

What is it?

A Shareholders’ Agreement sets out the various rights and obligations of the shareholders,...