We have outlined the most important changes and what you as an employer need to consider to ensure compliance and foster a safe workplace culture.  It is important to note that this new legislation (now in force) introduces a preventative duty requiring employers to take “reasonable steps” to prevent sexual harassment of workers, including harassment from third parties.

Previously employers were largely held accountable after an incident had occurred, but this new law shifts the focus to “preventing” incidents from happening in the first place.

This approach means that you must actively ensure a harassment free environment or face legal and financial consequences.

If an organisation is found not to have taken sufficient steps to prevent harassment, compensation awarded to victims may be increased by up to 25% which adds significant weight to the importance of adopting a more pro-active stance towards workplace harassment prevention.

Steps To Ensure Compliance

• Update and communicate policies – Having a robust anti-harassment policy in place is the first step but it is not enough to simply have one tucked away in your employee handbook.  This new law expects businesses to ensure these polices are widely communicated and understood across all levels of the organisation which includes third party assessments.  For example, does your business involve staff working in isolated locations or on one to one with clients?  Each of these scenarios could present heightened risks.

• Make sure that your assessment is thorough and that mitigation steps are clear and actionable.

• Training and awareness – training is an essential cornerstone of compliance.  Both employees and managers should receive training on what constitutes sexual harassment and the correct process for reporting it.  The training must be ongoing and part of your broader effort to maintain a respectful workplace culture.  Additionally, training your leadership team on how to handle complaints is crucial as they will often be the first point of contact when issues arise.

• Leadership involvement – Creating a culture of zero tolerance for harassment requires strong leadership.  The management team should lead by example and ensure that the company’s stance on harassment is clear.  Cultural direction from leadership will help embed the necessary behaviours and attitudes into every operations.

• Feedback and monitoring – Even with policies and training in place monitoring the effectiveness of these measures is essential.  Companies should consider implementing anonymous reporting channels for employees to feel safe in raising concerns.  They should also conduct regular reviews and gather feedback through exit interviews or employee surveys.  This continuous loop of feedback will help to ensure that you are staying proactive rather than reactive.

Moving Forward

Ensuring compliance with this new Worker Protection Act isn’t just about avoiding penalties – it is about fostering a safe, inclusive and positive work environment for all your employees.  By updating policies, conducting risk assessments and providing regular training you will not only meet your legal obligation but also enhance employee morale and retention.

For further Employment Law advice, please do not hesitate to contact our experienced team. We provide Employment Law services for both Employers and Employees.

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The firm’s investment comes at a time when the UK reported a 19 per cent increase in the number of individuals bringing new claims against their employers between April and June last year, when compared with the same period the year before.

The number of open cases over the same period also increased by 18 per cent like-for-like.

Demand is expected to further increase over the coming months as Labour introduces a raft of new measures designed to give more rights to employees.

To meet the anticipated demand for legal services Norman Rea and Betty Nunesova were both brought on board last month joining Kerry Hudson, Solicitor.

Norman is a Chartered Legal Executive who works with both employers and employees on all employment and HR matters including contentious and non-contentious work.

A Fellow of the Institute of Chartered Legal Executives he has extensive experience in his field and has previously represented clients from across the UK and Channel Islands.

Betty has joined the team as a Paralegal.

After gaining First Class Honours in her law degree at the University of Birmingham, Betty went on to complete her Masters at BPP University.

 Alex Khan, Managing Partner said: “We are delighted to welcome Betty and Norman to the team. With an expanded team we will be able to offer employers and employees an even higher level of service throughout the region.

We are anticipating a continuing rise in demand for our employment law services and we are confident that each of our new team members will each play a vital role in meeting the needs of the growing number of clients seeking our legal expertise.”

If you require employment law advice or services, either as an employee or employer please get in touch with the team who will be happy to discuss your matter.

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A director’s powers and authority stems from legislation, the Companies Act 2006 being the most relevant legislation, and the articles of association of the company in question (see our previous blog post on articles of association here) which acts as the company’s constitution.

There are areas of the articles of association that need consideration where there is only one director of the company.

One area may be how a company executes documents/binds itself.

Another involves decision making. A board meeting is often required for decisions and authorisations relating to key parts of a company’s business such as borrowing money. A board meeting involves more than one person, and a quorum is often defined in the articles as two directors or more.

The model articles, which are the template that many companies do not alter when they are incorporated, requires a quorum of two directors but also allows for sole directors to make decisions – usually via sole director resolutions. However, the case of Hashmi v Lorimer-Wing (also known as Re Fore Fitness Investments Holdings Ltd) relating to whether a sole director had the power or authority on their own as the sole director led to lenders and banks requiring a change of articles before they would lend to sole director companies as it would affect their ability to recover monies that they have lent.  

The subsequent case of Re Active Wear Limited (in Administration) reversed the decision of the previous case but bearing in mind that interpretations of the law can change, it is worth checking your articles of association if you are a sole director as the contents could be written for companies with more than one director.

Updating and ensuring the articles reflect the structure you have in place rather than a hypothetical one can help your company continue to operate smoothly (and is most certainly worth doing if you are looking to sell the company at some point in the future).

The corporate / commercial department at BTTJ advises businesses across all sectors, from long-established companies to enterprises that are just starting up.  Our team consists of commercial and corporate law solicitors with extensive expertise – and the experience required to adopt the right strategy in every situation. Please contact us for further advice.

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What is an EPC contract?

EPC contracts have been the most frequent form of contract utilised on projects that involve construction and engineering works by the private sector extensively. Complex infrastructure projects across numerous different industry sectors which includes and are not limited to power, oil and gas, transport water and waste.

EPC contract stands for ‘Engineering, procurement and construction’, this is also referred to as a ‘turnkey’ contract due to its idea being that once the project (venture) has been completed it is ready to be passed over to the owner and from there on the owner is able to start operating it. In the EPC contract it is the contractors role to hold the responsibility for the entire project, from designing and engineering to acquiring materials and equipment to constructing and installing the project. An EPC contractor is responsible for the delivery and completion of projects to the owners.

Key aspects of an EPC contract – what might it look like:

• A fixed contract price with limited liability for the contractor to claim additional costs which provides certainty for the owners regarding project costs.
• A fixed time frame for project completion with limited ability for the contractor to claim an extension of time providing assurance for the owners to complete within schedule.
• Single point responsibility whereby contractors are responsible for the whole project which streamlines communication between different parties.
• Contractors are responsible for proving their performance and reliability of the completed project.
• An aim on the long-term performance and operation of the project and its capacity to generate income.

 Key parties involved in EPC contract:

• Owner
• EPC Contractor
• Subcontractors
• Suppliers

EPC contracts are an option for complex ventures by owners that demand fixed price, fixed time and a single point of contact, however, EPC contracts also carry its risks and challenges and may not provide the right option for all projects/ventures, therefore in view of EPC contracts, it is vital to weigh the advantages and disadvantages, drafting and carefully negotiating the contract is imperative in order to mitigate risks and protect your interests. 

Our Corporate Commercial department at BTTJ advises businesses across all sectors, for further advice please contact us.

Article written by Commercial Paralegal Ann George

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Please note that this is just a simple summary of what has been announced, some of which involves tax, Brindley Twist Tafft & James are not tax advisors and do not provide tax advice, if you have any questions regarding the tax liability implications, please speak to your tax advisor. Any reference to any form of tax is not intended to advise but provide additional information.

The government has announced funds for house building projects, which although have been highlighted as in specific areas may mean more business in the housing development sector.

Relating to property, the Chancellor announced that it is intended that the Multiple dwelling relief on Stamp Duty Land Tax will end but there will be a reduction in the Capital Gains Tax payable on the sale of property which is not the person’s home.

For employers, National Insurance contributions have been reduced by 2% starting from 6^th April 2024.

It has also been announced that the Covid era government loan scheme has been extended.

The Chancellor announced further funds to be injected into a fund for green energy projects and funds for high tech industries such as electric cars. The intention being to encourage the uptake of green energy projects (some of which we have written about before Renewable energy – a short look at what could be the future | Brindley Twist Tafft & James (bttj.com) across the country moving towards a greener future.

In addition to the additional funding for green energy and high-tech industries, further monies have been allocated to assist in moving to the next phase in development of a new nuclear reactor.

This has been a focus on the effects for businesses that the new budget has brought, naturally there were other announcements which could affect individuals and families more than businesses.

If you wish to speak to a member of our Corporate Commercial team to discuss moving forward with your business plans in light of the new budget, please do not hesitate to contact us.

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It isn’t often that we can provide an example of why you should always be careful of what terms you contract with. However, I have recently come found an example on why you should ensure you read your terms.

“As part of a gift, I received a copy of a new game for my console from a well known studio. As part of the initial set up of the game on the console, I had to configure the brightness setting with the advice being generally being to set it so that the text was barely visible. Against the settings suggestion, I set the maximum level of brightness, what was revealed was a joke set of terms potentially selling my person and likeness to an in-game character corporation with a poor record on respecting the rights of individuals.

Naturally it was a joke, such a contract would not be enforceable in England (but it did provoke my brain to think about it for a few minutes) and not without hesitating and actually pressing the button to go back I proceeded with setting the brightness and playing the game.”

The terms, whilst clearly a joke, highlight why it is important to review the terms you are about to agree to and if you are unsure, to take legal advice before proceeding. In many cases it could easily be a set of terms with an unfavourable limitation of liability clause or including an indemnity for risks that you may not agree with.

There are also the pitfalls of whom a contract is with, for example, a consumer customer triggers different requirements and rights by law such as the 2-week period in which they can change their mind and cancel the contract between you or the different additional rights consumers have in relation to the return and/or refund for products.

It is important to carefully review the terms of an agreement you are about to enter into as a business and make sure you understand what it is that is required of you in the contract. Although contracts may tend to come under scrutiny only really for performance when a court is involved, good practice is to know your contracts and what you are agreeing to.

If you are a business and require assistance in drafting contracts or dealing with terms and conditions, please contact our specialist Lawyers in our Corporate Commercial team.

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A CIC can be company limited by shares, both private and public, or a company limited by guarantee, it cannot change from one set-up to the other. A CIC of either type must include certain regulations/points in their constitutional documents (or “Articles of Association”).

Part of the requirements to be complied with is that that the CIC appoints an “Asset Locked Body”, although this can later be appointed, an Asset Locked Body is either a charity or another CIC to whom the assets of the CIC will be passed to should it be wound up, and in the case of insolvency, wound up after the creditors be satisfied. If the Asset Locked Body owns shares in the CIC then they may be able to receive dividends. The intention behind this concept is that the CIC’s success or its assets at least (in the event it is closed) will be paid forward into projects for the community/social development.

A political party may not be a CIC.

CICs are regulated under the CAICE – Companies (Audit, Investigations and Community Enterprise) Act 2004 which also establishes a regulator, which is a separate department with Companies House, a company can either be incorporated as a CIC or  incorporated as a ordinary company first and then apply for CIC status with this regulator, this process takes roughly 10-15 working days and involves changing the name of the company to reflect its CIC status.

A CIC, like many other companies, can be organised as having a small number of members that are also directors or have a board of directors and a larger number of members.

CICs are required to deliver to the Registrar of Companies an annual community interest company report with its annual accounts. This report records their activities for that year including any details on assets transferred for less than market value, dividends paid and the remuneration of directors.

CICs are still covered by company law so in addition to answering to the regulator and the CAICE Companies (Audit, Investigations and Community Enterprise), they will be subject to the Companies Act 2006.

The concept of a CIC is to create a type of entity that can be ran for the benefit of a community and not solely for profit but include some of the benefits (such as limiting liability) that a company can provide.

If you are a CIC or are thinking about starting setting one up and need legal advice, please get in touch with our Commercial and Corporate Law Solicitors who can offer clear and cost-effective expert advice.

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A result of this legislation is that Companies House will have greater powers to query information, scrutinising for incorrect information and being able to reject information that is in correct or inconsistent.

There will be stronger checks for company names that are misleading to the public.

There will be changes to the requirements for registered information such as office addresses and supplying a registered email address.

There is a requirement on incorporation or annually to confirm that the company is formed for a lawful purpose and that future activities will be lawful.

Other steps are to be taken to “clean up” the register of inaccurate information and allow the inclusion of annotations to allow users to see if information may have potential issues.

Powers and frameworks to strengthen the fight against money laundering and to make sharing information more easy regarding suspected money laundering, fraud and other economic crimes

The act creates stricter rules and requirements on directors and persons of significant control as well as increase the tools available to combat money laundering and other forms of economic crime.

For further advice on Corporate / Commercial Law please contact us, our expert team advises businesses across all sectors, from long-established companies to enterprises that are just starting up.  Our team consists of commercial and corporate law solicitors with extensive expertise.

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Below is a note of key matters tenants should also consider, ideally before terms are agreed with the landlord and certainly before the lease is signed. The list is not exhaustive.

 Planning Use

The lease may authorise that the use of the Property, but this does not mean that the Property has the correct planning use. Tenants are advised to investigate whether the property has the planning use that they need it to have to operate their business. If it does not, the tenant will need to agree with the landlord that it can apply for planning to change the use and an agreement for lease should be entered into the agreement for lease would be conditional on planning so that if planning is not granted the tenant is not compelled to enter into the lease. Tenants are advised not to enter into leases until the planning use is clear.  Having an incorrect planning use can lead to enforcement action being taken by the local authority thus preventing a tenant’s desired use of a Property yet a liability to pay rent.

End of the Term

The most common way a lease will end is on the contractual expiry date whereby, the tenant will vacate the property. However, the Landlord and Tenant Act 1954 is legislation which gives a tenant, occupying a property for business purposes, a statutory right to renew their lease on similar terms to their existing lease. The landlord can request that the lease is contracted out of the Landlord and Tenant Act 1954, so it is important that you consider your rights as a tenant prior to entering into a lease. If, for example, you have plans for growth expansion and future sale of your business a protected tenancy is the more attractive option to a proposed buyer.

Stamp Duty Land Tax and Registration:

A grant of a lease may trigger the payment of SDLT and/or as registration. This will depend on the length of the lease, the amount of the rent or premium.

The amount of SDLT can increase if VAT is payable on the rent. HMRC will calculate SDLT on the amount of rent including VAT. This may be additional expense which a tenant has not factored in.

Where a lease is for a term of more than 7 years it will be compulsorily registerable at the land registry. The obligation to register also applies to reversionary leases even where the term is less than 7 years, where the term start date is more than three months after the date of the grant of the lease.

Rent Review

Where there is an open market rent review clause in the Property, rent will be reviewed on the various assumptions and disregards which should be reviewed by your surveyor.  Improvement works that you carry out should be disregarded on rent review as the landlord should not benefit from an increased rent as a result of the Tenant making improvements to the Property. Furthermore, any alterations should also be disregarded. The assumptions and disregards should be drafted on the basis that they are fair to the Property they refer to as at the date of grant.

Repair

Leases are often drafted on a “full repairing basis”. This means the landlord can ask you to return the Property in a better state than it was in at the time of the grant of the lease. You and your surveyor should inspect the Property to ascertain the state and condition of the Property and where the Property is in an inadequate state of repair, a schedule of condition recording the state of repair should be included in the lease. This will limit your repairing obligation and thus you will not have to return the property in any better state than evidenced by the schedule of condition. Landlord’s will try and resist this point but where required it should not be conceded.

EPC Rating:

Tenants ought to ensure that the Property has a minimum energy efficiency rating of E. As of 1 April 2023 all commercial premises (unless exempt) need to have a minimum E rating in order for the landlord to be able to lawfully let the property. It is envisaged that the minimum standard by 2023 will be at level C and level B by 2030. Tenants should therefore ensure that there are clauses in the lease stating that improvement works in relation to the EPC ratings are carried out at the Landlord’s cost and not the Tenants.

Sharing occupation of a leased property

A commercial lease should clearly set out a tenant’s ability (if any) to sell its lease to someone else, sublet or share occupation of the property with a third party. Unless this is a key part of your business model you may not give it much thought when signing up to the lease however, circumstances can change over time and it is advisable to clearly understand your options to assign, sublet or share occupation of the property.

Break clauses

Break clauses allow you to terminate a lease at a certain time during the term provided you have given notice as required by the Landlord. Break clauses often come with tight restrictions so you must ensure that at the Break date you are able to comply with those restrictions. For example, the requirement to deliver with vacant possession is extremely difficult to comply with. There is extensive commentary and case law surrounding this.  It is essential that a break clause contains a requirement for the landlord to refund any overpayment of rent from the Break Date to the next Rent payment date to ensure you are not out of pocket.

End of the Term

The most common way a lease will end is on the contractual expiry date whereby, the tenant will vacate the property. However, the Landlord and Tenant Act 1954 is legislation which gives a tenant, occupying a property for business purposes, a statutory right to renew their lease on similar terms to their existing lease. The landlord can request that the lease is contracted out of the Landlord and Tenant Act 1954, so it is important that you consider your rights as a tenant prior to entering into a lease.

Our advice to any potential tenant is to give a great deal of consideration to terms of the lease and matters highlighted above before entering into the lease. A lease is a liability which will run for a number of years so it is important that the terms are acceptable and correct for all parties. Please contact our experienced Commercial Property team.

Article written by Commercial Property Solicitor Bejul Lekhani-Lever

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With many financial institutions offering ‘New Business’ start up accounts (compare some start up accounts here) & despite the doom & gloom of 2022; a recession is seen by some business leaders as the perfect time to start a new business – as Winston Churchill once said “Never let a good crisis go to waste.”

There is of course a lot to think about, what your business will be? Where you’ll be located? Will you employ staff?

Our previous blog article “Going into business for yourself” explains the legal side of potential ways a person may structure that step forward into business ownership.

Contact our experienced Corporate & Commercial team if you require any further advice.

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