Online Legal Advice In a Twenty-First Century World

I wanted to blog today about an issue which is concerning me more and more (on prospective clients' behalf) in this twenty-first century world.

People seem to be more and more driven to buy at the lowest price possible - without understanding what it is that they are really buying.  While there might be some logic for this when you are buying a simple, understood manufactured product - when you apply that approach to obtaining legal advice & assistance services - you may well be 'asking for trouble'.

Not too long ago, people knew they needed legal advice, thought 'Solicitor' and then either asked their friends and family for a recomendation and / or looked under the reelvant section in the 'Yellow Pages' (let me know if you need me to explain that youngsters!).

Now - people seem to carry out an internet ('Google') search for 'lawyer' - and the results that I am seeing are horrific!  I will try and blog on this further in a seprate piece - but this year I have seen a businessman lose his business entirely (had to be dissolved), and another receive but a fraction of the price on sale that they had been originally offerred - all due to the approach taken by the 'lawyer' they instructed!

Detailed background information with regard to my Solicitors practice is available (and is regularly updated) at:

www.EquitableLaw.com

Please be advised (if you are seeking to obtain legal advice & assistance in relation to business issues), that I would thoroughly recommend you use a person who can legitimately describe themselves and trade as a 'Solicitor' - who will be (generally) able to professionally advise and assist you in relation to all commercial, taxation and other relevant legal issues (and if they can't they'll tll you).

I AM a fully qualified and highly experienced English Solicitor, with my own authorised & regulated etc. Solicitors practice, "Equitable Law" - based in West / Central London, but trading both nationally & internationally.

Be warned - That in addition to those who trade on-line, and are reasonably open about their lack of qualifications, experience and / or expertise - there are a significant number of people who trade on-line - who use a variety of titles to describe themselves - which you should (please) appreciate signify next to nothing, if anything (e.g. 'lawyer', 'legal consultant' etc.).

It really doesn't matter if the relevant person / organisation provides a picture of themselves wearing a wig and / or have a picture of some law books (as their cover image / upon their web-site).  Unless they can legitimately call themselves and trade as a "Solicitor", then it is unlikely that they are anything other than unqualified, unauthorised, unregulated, effectively uninsured (in practice - whatever they may claim) layman - as regards advising and assisting with English legal matters.

H.M. Govenment knows this and when they permit people providing legal services as a business to inter-react with them (e.g. the Courts, the Land Registry, the Probate Registry) they insist upon the relevant person being a Solicitor (or a small number of other recognised legal professionals - e.g. Barrister, Licensed Conveyancer etc.).

However, if you are not so dealing with H.M. Government - Public policy is to promote total competition (to which I have no objection) but you should recognise 'you are on your own' and 'it's like the Wild West out there'!

Many others who trade on-line assert themselves to be 'former' or 'retired' Solicitors - with regard to which, I would encourage you to ask the question - Why is it they no longer appear able to use their former title and yet seek to trade as 'legal advisors'?   Raise the question whether the preface 'former' or 'retired' is in fact a euphemism for 'disbarred'?

Be particularly wary of those who claim to be 'Solicitors' - but who simply do not satisfy the obligations under English law to use that title and trade as such.  There are a significant number of people trading with fake names, often based outside of the U.K. - although obscuring that point (and therefore beyond the reach of the regulatory authorities) and / or who otherwise are "wrong 'uns"!

Please check the Law Society's 'Find a Solicitor' database to establish whom it is you are dealing with.

This Solicitors practice is at :- http://solicitors.lawsociety.org.uk/office/545878/equitable-law-limited

My personal details are at:- http://solicitors.lawsociety.org.uk/person/9511/daniel-robert-johnson

Anyone else who is NOT included in that database (both as an individual AND in relation to the legal entity through which they trade)  - will be omitted for a variety of reasons - most likely including an inability to satisfy the Solicitors' profession's regulator (directly or indirectly) as to ethics and / or competency (although there is much, much worse that I could advise you of - I am afraid!)

Please always remember that the general ultimate aim of seeking legal advice & assistance in relation to commercial / business matters, is to result in the possession of appropriate advice etc. and / or the production of documents - which you can legally rely upon and / or enforce in the future.

It is fully possible in circumstances (such as these) to opt for 'false economy' and pay for apparent 'legal' advice & assistance - that only much time later do you realise is worthless for your purposes and / or damaging for your position (and in relation to which - in practice - you have no 'comeback')!

If you are comfortable not receiving legal advice & assistance that you can rely upon (and I fully understand that in early stage businesses etc. this can be the case) - there are a range of on-line legal guides and libraries that I would be happy to guide you to - which ultimately are much more economic / cost-effective than paying inflated sums to someone who will simply be regurgitating information that they have fund on-line to you - with no understanding as to its accuracy / appropriateness etc.(at best)!

I sincerely hope that our first contact will not be when you wish to have a consultation with me about the prejudice and resulting losses that you have suffered from not instructing a Solicitor / having instructed the cheapest on-line advice and assistance option - as regrettably happens all too often!

I am always delighted to have preliminary contact with prospective clients upon an initial no obligation basis, so do please feel free to contact me for such a discussion.

I hope to receive contact from you - if you would like to discuss my potential legal advice & assistance further.

DanielRobertJohnson (Skype)

Dan.Johnson@EquitableLaw.com

+44 (0) 7788 537 187 (U.K. Cell. Tel.)

+44 (0) 20 8780 3319 (London Landline Tel.)

www.EquitableLaw.com

Achieving An Effective “Corporate Divorce”

It’s that time of year (!)

Family lawyers habitually experience their busiest times of the year (regarding new divorce and separation instructions) immediately after Christmas and/or at the conclusion of Summer holidays (apparently - when the stress of being with spouse(s) / life-partner(s) has proved ‘too much’ for many).

Business lawyers likewise notice an upturn in the habitual friction within quasi-partnerships manifesting itself in a desire for a 'corporate divorce' at around the same times of the year (and this year has been no different for the writer!), the apparent motivation being that quasi-partners at around these times find themselves having to return to business with their quasi- partners (whom they no longer wish to be in business with).

Quasi-Partnerships (?)

The phrase 'quasi-partnership' is used in this discussion to describe a small number of individuals who (as owner / managers) co-operate in a venture / business in a manner similar to a partnership (but that is carried on through the legal structure of a limited liability company).

For various reasons, quasi-partnerships often reach a natural ‘fork in the road’ (say - simply, as the business has developed), and the quasi-partners then wish to separate their affairs.  

While a generally stressful and difficult time for those involved, matters are not helped by the fact that (while there are considerable practical and taxation reasons for using a limited liability company as a legal structure for a venture / business), limited liability companies were not designed for, nor are necessarily natural structures for operating quasi-partnerships conveniently, and there are a range of aspects & issues with their structure which complicate matters (particularly with regard the exit of a quasi-partner).

First-Steps

Every circumstance is different, so the writer suggests that the first stage in resolving matters is to ask an appropriately qualified and experienced business adviser (such as the writer) to fully analyse the current legal position of the relevant quasi-partnership and report upon what can be achieved in the particular circumstances, and the suggested approach to take.

It should be recognised in early course that any minority shareholder, in a quasi-partnership is in a particularly difficult situation in terms of resolving matters with a majority shareholder (e.g. ask any institutional shareholder in Sports Direct!).  

Shareholding structures with a 50-50 deadlocked shareholding are also particularly problematic to resolve. 

However, where a clear majority in shareholding is resolved to achieve a ‘corporate divorce’ with a minority shareholder, much can be often be achieved (even if potentially stressful & complex).

Ideally the business adviser should be able to advise across all relevant aspects relating to the exiting quasi-partner’s interests in the company.  Those interests tend to be in relation to the exiting quasi-partner’s service arrangements, the offices (e.g. directorship) which the quasi -partnership holds and their shareholding in the company. While closely related (in practice), the particular legal specialisms to deal with these different ‘hats’ that the exiting quasi-partner ‘wears’ - can be difficult to find in a single adviser.

Approach

The preferred approach in relation to seeking to achieve a corporate-divorce is (if at all possible) to resolve matters by mutual agreement.  

From a purely personal perspective, if a corporate-divorce can be resolved relatively amicably (so that the interested-parties can potentially continue a businesslike relationship in the future) that has to (arguably) be in all parties interests. 

However in reality, it is likely that an approach of ‘carrot and stick’ will be needed to focus minds and bring matters to an appropriate conclusion, applied in such relative proportions as circumstances demand.

If the analysis has revealed that a corporate divorce would appear to be unilaterally achievable, then the writer has found that the following is generally the order in which matters need to be resolved.

Service Arrangements

A careful understanding needs to be obtained as to the basis upon which an exiting quasi-partner has been involved with (i.e. provided their services and / or been remunerated by) the company.

It is becoming more and more common (particularly in relatively early stage ventures) to find that the relevant exiting quasi-partner is not an employee of the business.  In such circumstances, a relatively straightforward review of the contractual relationship by which they provide services to the venture (e.g. consultancy agreement etc) is required, and a contractual termination of the relevant arrangements (e.g. by serving notice etc) is generally all that is required.

Even if the relevant exiting quasi-partner is held to be an employee of the company, they may not have served as an employee for a sufficient length of time to have obtained statutory employment protections (so much the same position applies).  At present – and very broadly - an employee has to have been employed for two years to be able to claim statutory employment protections.

Great care must be taken in analysing the factual circumstances, both as to whether an employment relationship exists and whether statutory employment protections have arisen and are therefore an issue for the relevant company. If they are, then matters will potentially become considerably more complex (and costly) to resolve.

Hopefully, a sensible discussion on a without prejudice and subject to contract basis with the exiting quasi-partner may lead to a mutually agreed termination of the relevant service arrangements, but this may need to be (at least initially) accompanied by steps to force the issue (e.g. suspension, exclusion from premises and service of notice).

Offices (Directorships)

Those with majority control of a company subject to a corporate divorce will need to resolve any offices with the company (e.g. Directorship etc.) which the relevant exiting quasi-partner holds.

From a practical perspective, any ability for the exiting quasi-partner to represent himself as a continuing active director with apparent authority to bind the company etc needs to be dealt with (at least initially) by whatever practical steps can be taken (e.g. removing the relevant exiting quasi-partner from bank mandates etc).

However, those with control of a majority of the shares, quite often find themselves in a position where they do not have a expressly agreed contractual provision (in Articles of Association or elsewhere) which allows the relatively informal and timely removal of an existing director.

While the relevant companies legislation provides a procedure for a majority of shareholders to remove a director, for various reasons this is quite a time-consuming and administratively cumbersome process to undertake.

Broadly, if a director can be encouraged to resign voluntarily in relatively short order this is likely to be a preferred approach, although it may be practically necessary to start the relevant companies legislation process to achieve this (as ‘a stick to accompany a carrot’).

Alternatively, if the relevant majority have an ability to pass a special resolution (requiring a 75% majority of shares), then it can be quicker and easier to amend the company's Articles of Association to include a provision allowing for a less formal removal of directors - either by a majority of shareholders and / or a majority of the existing board.

Shareholdings

Often the quasi-partner’s shareholding is the most difficult aspect of matters to be resolved, and it may (in practice) not be possible to do so.

This is because the Companies' Act Model Articles (often adopted as, or forming the basis of the constitution of many limited companies) don't contain rights to purchase shares from an unwilling to sell shareholder, even if the relevant shareholder was also previously actively involved in the company but has now left.  The relevant shares are broadly protected as a property right.

Some articles, particularly (where well advised external investment has been taken) contain ‘leaver provisions’, allowing a company (or other interested shareholders) to call for a transfer of the relevant exiting quasi-partner’s shares upon them ceasing to be actively involved with the company – although these are unlikely to exist in most 'plain vanilla' quasi-partnership arrangements.

The ongoing owner / managers may well wish to resolve the position of the exiting quasi-partner's shareholding, because it is difficult for them to justify the "carrying of a sleeping partner" into the future.  Further, the existence of ‘legacy shareholdings’ can complicate the ability to run a company (on an on-going basis) and (in particular) to raise external investment by way of share capital.

Resolving a legacy shareholding position by negotiation can be hugely difficult because there is often a huge disparity between the valuations placed upon the shares as between the exiting quasi-partner (as potentially selling shareholder) and the continuing shareholders / company (as potential buyers).

Even in circumstances where an exiting shareholder might be persuaded to sell their shares at a mutually acceptable valuation figure, there is often a considerable difficulty in financing such a transaction.

Matters are considerably simplified if external finance can be obtained for the purpose, but external equity investors who are prepared to finance a ‘cash-out’ deal are extremely rare. Often the continuing quasi-partners do not have the necessary external financial resources themselves to buy the relevant exiting quasi-partner’s shares.

It is theoretically possible to undertake a ‘company own-share purchase transaction’, but in practice the often necessary external bank debt which is required is difficult to obtain. The practicalities of undertaking such an exercise are hugely complicated by various aspects of companies legislation which are designed to protect creditors of the company by ensuring a maintenance of share capital in a company.  Broadly, a company own share purchase transaction generally needs to be financed from a company’s profit and loss reserves (which are often insufficient for the purposes) and which (even if possible) is administratively cumbersome and time-consuming to achieve.

Thankfully, there are a number of recognised (if ‘secret sauce’!) alternative means of resolving the exiting quasi-partners shareholding ownership interests by agreement - without offending companies legislation’s principles of maintenance of share capital. 

Carefully used, they allow a company to finance the practical exit of a shareholder from a share register (and give the effect of the relevant shares having been ‘cancelled’) in a much more flexible manner than a company own-share purchase.

Negotiations re: share sale & purchase are considerably assisted if the continuing quasi-partners have an ability to pass a special resolution of shareholders (≥75%), since this will potentially allow the adoption of new articles with provisions introduced (say) as to allow the re-purchase of a leaver’s shares. Great care has to be taken with such an approach, but such an approach should focus the exiting quasi-partners mind as to the potential ‘stick to which they may become subject’.

Ultimately, the aim has to be for short, simple and straightforward 'exit' paperwork to be available for signature to encourage a negotiated, and agreed corporate divorce. However, often, more unilateral paperwork to 'force the issue' may also have to be prepared (even if not ultimately utilised).

Thought & care should be taken as to how any relevant exit payments are structured (from a tax perspective - both now and in the future).        

Should you wish to discuss the relevant methodologies for achieving an acceptable “corporate divorce”, please do not hesitate to discuss the same with the writer.

Dan.Johnson@EquitableLaw.com

+44 (0) 7788 537 187 (U.K. Cell. Tel.)

www.EquitableLaw.com

A Busy Summer - As Two More Deals Are Closed

Equitable Law (Mr. Dan Johnson) is delighted to report that we have experienced another busy late summer period, somewhat at variance with the writer’s initial view that there might well have been a lull in investment and transactional activity - post the late June BREXIT referendum vote.

Transaction One – Sale of ‘Suresense Technologies’ 

Equitable law was delighted to assist the selling shareholders with regard to their transfer of the shares in Suresense Technologies Limited based in Newquay, Cornwall.

Suresense Technologies (www.suresense.co.uk) creates energy efficient technology solutions for the energy intensive industrial sector - which are designed to reduce the energy costs for businesses by optimising energy usage (so as to drive company profits and reduce CO2 emissions) and ensure health and safety compliance all over the world.

The purchaser was a new entity established by entrepreneurs well known in the industry sector and backed by Percipient Capital.  Percipient Capital (www.percipientcapital.com) (founded by various former of Directors of HSBC Ventures) is a leading independent provider of private equity and venture capital to small and medium sized businesses, and their finance is intended to allow Suresense Technologies to develop further.

Transaction Two – Sale of the Business & Assets of ‘Better Eyewear’

Equitable Law has also recently assisted with the transfer of the business and assets of Better Eyewear Ltd to Spec-Care Ltd (based in Exeter).

Better Eyewear was the UK distributor of “Erin’s World’ spectacle frames, a high-profile design of glasses frames - founded by U.S. entrepreneur, Maria Dellapina (www.specs4us.com) & designed for patients (and especially children) with Down’s Syndrome.

The sale should allow the highly successful UK launch of the product to be further developed  under new ownership (with more resources to devote to marketing & distributing the products).

Further details of both transactions are confidential between the parties, although Equitable Law was delighted to be able to assist both sets of ‘sell-side’ parties using our well-developed approach of minimal necessary input to the transactions, seeking to add value (as and where appropriate) but leaving the majority of administrative (/ non-legal) work to be undertaken by the principals involved – this considerably limiting the necessary legal spend incurred by clients.

If you would like to discuss Equitable Law’s assistance with your transactions and our approaches to economic & efficient closing of deals , please do not hesitate to contact the writer

A 'Holiday Reading' Gift From EquitableLaw.com : Small Business, Enterprise and Employment Act 2015

Equitable Law is good friends with FromCounsel (a new online corporate law knowledge service produced by a team comprising 22 members of Erskine Chambers, a leading set of Barristers for corporate law matters, and 15 professional support lawyers). 

FromCounsel has been developed with the assistance of a number of leading firms of Solicitors (such as Equitable Law).  

Equitable Law are delighted to circulate FromCounsel's comprehensive SBEEA Guide: June 2016 which was released on 30 June 2016 to help corporate law practitioners navigate the complex provisions and changes brought into effect under the Small Business, Enterprise and Employment Act 2015.  

The guide was updated on 1 July 2016 to cover the new and updated Companies House forms released on 30 June 2016.

A SBEEA Guide: April 2016 covers the provisions which came into force on 6 April 2016.

That should be your holiday reading appropriately 'sorted' (?) 

Parliament Complaining About Professional Advisers Re: BHS : Might Want to Look To Their Own Actions!

Much as some of the darker elements of my character privately quite enjoy seeing other professional advisers facing criticism for their actions in relation to BHS – It is worth recording that no-one has legitimately alleged illegality in relation to their actions.

Indeed, Parliament may wish to observe that it is highly arguable that it was a relatively recent relaxation in the law in this area which (seemingly) considerably assisted Retail Acquisitions with its purchase of BHS for a nominal GBP £1 (in 2015).

Prior to 2008, it was the legal position that a company being acquired was restricted from giving ‘financial assistance’ for the acquisition of shares in that company.

The rationale behind restrictions upon 'financial assistance' is to protect creditors of the business being acquired from having the assets of the company (at the point of acquisition) being ‘diverted’ from the body of assets available to pay creditors claims (in circumstances of the relevant company subsequently going into an insolvency).

‘Financial Assistance’ includes the making of loans by a company being acquired to its purchaser.

Accordingly to media reports, material loans were made by BHS to Retail Acquisitions, shortly following the purchase (and apparently used for a 'variety of purposes' – including the payment of professional fees which had allowed the transaction to occur).

Prior to 2008, UK company law allowed a private company to give financial assistance for the acquisition of its own shares - generally only if the so-called ‘whitewash’ procedure was followed.

Broadly, the most significant steps in a ‘whitewash’ involved the following:

• All directors of the company being acquired swearing a statutory declaration that, in their opinion, the company would remain solvent for at least 12 months from the date the financial assistance is given; and

• The relevant company's auditors giving a report that they had inquired into the affairs of the company and they were not aware of anything to indicate that the directors' statutory declaration was unreasonable in all the circumstances.

(It is worth observing that BHS ‘survived’ for a little over 12 months after its acquisition by Retail Acquisitions).

After 2008 there were no longer statutory restrictions in the UK against a private company providing financial assistance for the acquisition of shares in itself.

As a result, private companies (such as BHS) no longer have to undertake a "whitewash" to avoid the prohibition.

I can only speculate as to whether the directors of BHS at the point of sale to Retail Acquisitions (or at least those who were not ‘men of straw’) would have been comfortable swearing the relevant statutory declarations of continuing solvency.

What I am somewhat more certain of, is that I suspect BHS’ auditors might have had difficulty in producing any relevant report requested of them.

At the very least it would have involved them looking to the financial resources of Retail Acquisitions in some detail.

This whole area of company law is subject to European Union law and therefore subject to an element of similarity across all EU jurisdictions.

However, my understanding is that most (if not all) other EU jurisdictions are more restrictive in this regard than the UK.

The UK has consistently sought to relax the financial assistance legislation (with the stated aim of creating a ‘dynamic economy’ and ‘removing red tape from business’).

These are all highly desirous aims.

The question has to be – Has it been at the expense of creditors?

Discuss? / Offline / Sometime!

Sunday Times - Non-Executive Director Awards 2016 - Congratulations! (Sort Of ?!)

Many congratulations to 'Good Friend' of Equitable Law, Ms. Heather Love (Chairperson(?) of the Battersea Dogs & Cats Home) for her 'Runner Up' commendation in the 'Not-For Profit & Public Service Organisation' category of the Non-Executive Director Awards 2016.    

I note that the commentary with regard to the winner, the Chairman of Dementia UK, records that when he joined the board of that charity, it was 'running at a loss of nearly £500m.'

Wow!  That's a fairly shocking loss - Even for the parlous state of many current U.K. charities!

Mystery solved! - It would appear that the relevant interested parties and / or the promoters (The Sunday Times, Barclays, Peel Hunt) meant that text to read 'Five Hundred Thousand Pounds (GBP £500k)'!

What's being out by a factor of one thousand times (x 1,000) 'here and there' / 'between friends' etc.

That's one the roles NXDs are for - Spotting errors & oversight!  

All in an attempt at good-natured humour!

Regards

Dan.Johnson@EquitableLaw.com

+44 (0) 7788 537 187 (U.K. Cell. Tel.)

www.EquitableLaw.com

P.S. Does anyone know where the time since 2002 has gone?!

EMI Schemes - Share Option Plan Rules - All Updated For 2016-17 Season!

Equitable Law is delighted to announce that Mr. Dan Johnson has recently updated this Solicitor's Practice's Enterprise Management Incentive (EMI) Share Option Plan Rules (As seen below):-

Please feel free to contact me to discuss any aspects of or issues with EMI.

Regards

Dan.Johnson@EquitableLaw.com
Principal & Business Law Solicitor

+44 (0) 7788 537 187 (U.K. Cell. Tel.)

www.EquitableLaw.com  

Certificate of Solicitors' Compulsory Professional Indemnity Insurance 2016 - 17

. . . The most expensive 'piece of paper' that my business has to buy (and it's annual)! 

Although, to be fair (and 'touching wood' as I write), with an entire career (to date) that has been claims free - It's a reasonably bearable business cost overhead!

Never forget to ask my competitors for sight of their insurance . . . .

Regards

Dan.Johnson@EquitableLaw.com

+44 (0) 7788 537 187 (U.K. Cell. Tel.)

  

Settlement Agreement & Release - Updated

Not my most frequent area of work - I aim to ensure that Equitable Law's clients are quite clear what has been agreed and that dispute / acrimony is avoided.

However - Equitable Law does becoem involved situations of discord, and this business' standard settlement agreement & release has accordingly been updated.

Please feel free to let me know if you have disputes which need resolving clearly & definitively.

With best regards

Dan.Johnson@EquitableLaw.com

+44 (0) 7788 537 187 (U.K. Cell. Tel.)  

Knowing the price of everything and the value of nothing . . .

I reflect this afternoon (with apologies to Oscar Wilde - 'Lady Windermere's Fan') upon my working life interactions with prospective clients.

The background is that I spent a number of hours earlier this week, carefully considering the position of a younger generation member of a wealthy family, who was in need of a tax efficient investment structure for a family property investment venture he was leading.

I scoped the work, logically and succinctly explained my views as to what he should do, and provided a carefully budgeted fee estimate for undertaking the relevant work.

Some hours later, the relevant individual somewhat sheepishly contacted me - indicating that he had been subsequently contacted by someone, who had indicated they would undertake the work for less than me.

To his credit, he offered to pay me for my relatively limited time incurred (he recognising that I had added considerably to progressing his project - much other time having been wasted in prior discussions he had had with others).

To lighten the mood of a conversation he was clearly slightly embarrassed to be having, he added :

"I've got to stop doing this! - I spent so long attempting to negotiate the purchase price down, and seeking to save a couple of hundred pounds on the mortgage & conveyancing costs, that I missed the [recent] Stamp Duty deadline [i.e. imposing increased costs on residential properties bought for rental purposes], and it has cost my family an additional GBP £6,500 per unit".

I paused

"Did you not say to me earlier, that your family is buying ten units to be placed in the relevant investment structure?" I said (genuinely thinking I had misunderstood the position).

The ensuing silence really was embarrassing!

   

Website Contracts - All Updated for 2016 / 17

EquitableLaw.com has recently updated its website template contracts - so as to take account of a range of updated legal issues & aspects now relevant in the U.K.

Please feel free to discuss our prospective legal advice & assistance - with matters such as 'Terms of Website Use' (Such as our example template - an extract from which is shown below) .  

Please feel free to contact me - at your convenience (for a further no-obligation discussion)

Regards

Dan.Johnson@EquitableLaw.com
Principal & Business Law Solicitor

+44 (0) 7788 537 187 (U.K. Cell. Tel.)

www.EquitableLaw.com

Event Organisers - Participation Agreement : Assumption of Risk, Limitation of Liability and Indemnity

As I trust you are aware, it is not possible under UK law to limit or exclude liability for death or personal injury resulting from your negligence.

However it is possible to ensure that a participant in an 'event' - which (say) has elements of physical activity or location risk  - clearly assumes the inherent risks of such an 'event' activity - which should assist in potentially defending possible claims against you.

Equitable Law has now undertaken similar legal advice & assistance for a number of relevant clients in the recent past, and now has a well developed template agreement (see annexed extract) - which if you are a relevant event organiser - should be possible to relatively easily adapt for your needs).

We would be fully prepared to potentially assist you with this (or any other legal matter).

Please do not hesitate to contact me for an initial (no-obligation) discussion.

Dan.Johnson@EquitableLaw.com

+44 (0) 7788 537 187 (U.K. Cell. Tel.)

www.EquitableLaw.com

Think About Your Aim In Taking Professional Advice . . .

I do appreciate that using a qualified, authorised and regulated English Solicitor (i.e. someone whose experience and expertise has allowed them to achieve that status - which includes the position that professional indemnity insurers have become sufficiently confident and comfortable in their abilities - so as to offer insurance cover for the quality and effectiveness of their work) - doesn’t (regrettably) come at a price for work which non-qualified, (in practice) uninsured 'business advisors' (who will never have to stand behind the the worth of their advice & assistance input) can offer!

Business people should really think carefully about requesting legal advice & assistance input with regard to their affairs, where the quality of the work (say) in relation to a relatively early stage business venture will only (in practice) be tested (i.e. potential problems come to light), as & when the relevant venture (and ownership interests - i.e. their shares) become valuable, and / or it is desired to undertake a significant transaction / corporate event in relation to the relevant venture - which by then has become a significantly more valuable entity.

Obviously, if you are not aiming for, or you are indifferent to your venture's future success (and such situations exist - more frequently than you might imagine) - then instructing someone whose aim is to help you achieve success is probably inappropriate, and you may be be better simply instructing the unqualified advisor - since a low fee for initial advice & assistance is the only factor .  

Quality advisors envisage (from their experience & expertise) the circumstances which are likely to subsequently develop and their work tends to deal with issues which were not envisaged as likely at the time the original input was provided.  Using a qualified and authorised legal advisor doesn't guarantee success, but if you don't do so you are potentially 'handicapping' yourself.

Always remember - Some people 'catch a break' - e.g. Mr. Bill Gates father was a prominent and successful American attorney : 

https://en.wikipedia.org/wiki/William_H._Gates,_Sr.

If quality legal advice is absent (or deficient) at an early stage - It may not be possible to subsequently rectify it.

Therefore for some poor souls - 'This' may be the result : 

http://www.friendsreunited.co.uk

I would be happy to expand upon / explain the above references further for anyone who wishes to discuss!
Be like the former, and not the latter - Know the value of skilled advice, don't merely focus upon the price.

Please, for your own good - Remember the following (!) :-