Wednesday, 4 September 2019

Owner-Managed Businesses > 'Yet More' Quasi-Partnership Disputes

After yet another 'first approach' by entrepreneurs involved in a bitter dispute relating to a business they founded - I have reflected upon my experience of the numerous such circumstances I have legally advised and assisted with over the years. 

My experience in ‘quasi-partnership’ disputes relating to owner-managed companies at ventures in their development stage – Is that, if matters can be resolved by mutually satisfactory agreement, that is ultimately likely to be the best solution for all interested parties.

In a world in which civil legal aid has effectively completely ceased to exist – and in the absence of funding arrangements that adequately provide a means to fund skilled legal advice regarding such a situation – it regrettably can be quite expensive to be ‘fully lawyered up’.

That’s the reason I seek to provide a condensed and comprehensive legal consultation based upon the factual position – so that those who instruct me are ‘forearmed’ as to the situation they face and the options they have - allowing them to make better decisions towards resolving their difficult situation.

Ideally, upon founding a venture – a detailed set of Articles of Association and a relatively short Shareholders Agreement (which deals amongst other matters - with the situation of founders subsequently discovering they are unable to work together)  is highly advisable – but that in turn raises the following quandary:-

Those who go to the time, effort and expense of agreeing on such documentation – tend not to ‘fall-out’, because relevant aspect and issues are considered, discussed and agreed at an early stage.

Conversely – those who don’t are much more at risk of ‘acrimony’ (and the failure to expend a sensible legal budget early in the venture process are - in my view – making a false economy).

Never be afraid to contact me for an initial entirely 'no obligation'  conversation.

Regards

Dan.Johnson@EquitableLaw.com

+44 (0) 7788 537 187 = U.K. Cell. (& e-Tel.)

www.EquitableLaw.com

Thursday, 9 May 2019

GDPR - A Different Way Of Thinking About Your 'Organisation's Personal Data . . .

Lawyers (especially Solicitors) may well face the (potentially legitimate) criticism of being (too) risk-averse.

Certainly, we like to ensure that those we have contact with - face no risk / potential exposure– If at all possible!

The advice (of others) with regard to the EU General Data Protection Regulation (GDPR) is somewhat of a ‘bugbear’ of mine, by virtue of the complete charlatans who involved themselves (especially, at the time the legislation became effective) in claiming to be experts (and who misled an awful lot of people into misunderstanding the legislation (because they were close to clueless themselves):-

https://twitter.com/equitable_law/status/1114459398976495616?s=12

I have been known (when speaking on the subject - and - seeking to obtain my audience’s attention) to compare the spermatozoa within ‘ones’ testicles (or the eggs within 'ones' ovaries) - as being DNA which is akin to ‘personal data’.

The first mistake is to think of your "organisation's" personal data as 'yours' (akin to the contents of your sexual reproductive organs i.e. your sperm or eggs).

However, it's not when you think about it - it's almost exclusively that of your forbears/ancestors (save for such genetic mutation as might have occurred in you!)

That established - ‘One’ should always seek to obtain ‘express consent’ to ‘processing that data’ – and in this ‘#metoo’ world, the cautious approach is not to rely upon ‘implied consent’ to 'processing that data' - otherwise there is a danger ‘one’ will face issues such as those faced by Harvey Weinstein / Bill Cosby . . .

I could carry on and reflect that when you allow the personal data that you hold - to be 'processed by a third party' (however noble your intentions), you can’t (always) get the personal data back and have to 'live with the consequences' = My much loved (and in truth, planned!) son, Aleksandr (‘Aleks’) Johnson, will be twelve (12) in August 2019!

For more 'practical' GDPR legal advice and assistance, please feel free to contact:-

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

+44 (0) 7788 537 187 = U.K. Cellular / e-Telephone

www.EquitableLaw.com

Wednesday, 8 May 2019

Equitable Law Assists With Sale Of Insurance Business

Equitable Law recently assisted with the sale of insurance business 'It's So Easy Travel Insurance' ("ISETI") to Freedom Insurance Services ("Freedom Insurance").

https://www.itssoeasytravelinsurance.com specialises in providing bespoke cover for those with particular travel insurance needs - such as those with pre-existing medical conditions.

The transaction (for amounts of undisclosed cash consideration) completed immediately after the U.K.'s 2019 'May Day' Bank Holiday (the transaction having been conditional upon the buyer receiving approval for ISETI's change of controller from the U.K.'s Financial Conduct Authority).

The seller, Mr. Kevin Waite commented:-

"I want to thank Mr. Dan Johnson, the Principal of Equitable Law for his clear and pragmatic advice throughout this transaction, which was surprisingly complex - and unfamiliar to me in my business experience.

Dan's constructive input allowed me to undertake much of the necessary work myself - without 'over-lawyering' which made matters efficient and cost-effective.

I am delighted that exchange and completion has been smoothly achieved, and I look forward to my forthcoming retirement - although for the moment, I continue as a director of ISETI - assisting with a smooth change of ownership to Freedom Insurance."

Freedom Insurance were advised by LockDutton Corporate Finance of Guildford - www.ldcf.co.uk

To discuss any transactional/corporate work relating to the insurance sector - within which Dan Johnson (and Equitable Law) have considerable experience, please do not hesitate to contact:-

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

+44 (0) 7788 537 187 = U.K. Cellular / e-Telephone

www.EquitableLaw.com     

Thursday, 11 April 2019

'My (Not-Necessarily) Learned Friend, Mr. Google QC' . . . (A Relative Of 'Doctor Google')

Dear All,

I wanted to observe (and comment upon) a position that I'm seeing more and more frequently - In the hope that you don't 'fall victim' to the same.

Very broadly (and meaning no disrespect), I suggest it is important that all those who approach a Solicitor to help them with legal advice and assistance don’t approach matters akin to what (I understand) is similarly experienced within, and (colloquially) known by the medical profession - as being ‘a patient who has already had a consultation with Doctor Google’!

Within the medical profession, this phrase refers to a patient who initially presents themselves before their Doctor - asking (say) for a prescription for their (self-diagnosed - via a web-search) full-blown (say) acquired immuno-deficiency syndrome (AIDS) - when what is actually required is some cough mixture etc. for their sore, slightly infected throat (!)

I'm not going to lie - I've done it with my GP - to some extent (until I realised how much of a danger it made of me looking ridiculous)!

The internet can be a valuable resource, but I don't need to tell you that it could do with a serious 'edit' to remove out of date, incorrect and plain false information (e.g. 'anti-vaxers' anyone?).

If you approach obtaining legal advice and assistance in a manner (which I see often in selling legal services) where a client has formed an opinion of what they need/want to do – based upon incomplete or misleading information that they have received from reading the internet – which if they took appropriate advice – could likely be achieved better and simpler (and quite often more cost-effectively).

Clients are regularly presenting themselves before me asking me (say) to propose a legal fee for their self-designed (and consequently - unworkable) Enterprise Management Incentive (EMI) Scheme, when ideally they should be having an early discussion about how they want to incentivise their staff (ideally with some sort of tax-advantaged, share-based incentive arrangement . . . possibly an EMI Scheme).

It’s very important that all interested parties should focus upon ensuring that the appropriate documentation is in place - at the appropriate time - to meet the stage of development of the relevant  business (and its budget) while satisfying your business aims (which may not be what you are initially asking a Solicitor for help with).

Beware – That if you seek to obtain documentation that you specify in detail (after 'doing some web-research') at the cheapest possible price – there is a huge risk you will actually find someone to provide it for you (but the likelihood might well be that they won’t know what they are doing in so providing you with what you have asked for; and your business may well suffer in the future, as a result!

In my profession, I am often approached by those who have read some information on line (often about another jurisdiction and its tax code) - and they want to model what they have read, even though commercially, legally and taxation-wise etc. it is inappropriate for their circumstances in this jurisdiction.

Law (unlike medicine) is a creation of man and while a sore throat might be treated much the same in the U.S. as it is in the U.K., the same does not apply to much of business inter-reacting with local laws (especially taxation)

The classic example is the early stage business who want ‘a shareholders agreement incorporating a vesting schedule for shares in the business’ (because they have read an internet article authored by a non-legally qualified etc. venture capitalist in Silicon Valley, California) - when what they are likely to need under English law is an ‘appropriate new set of articles incorporating un-vesting provisions’.

The aims and principles are much the same - but the documentation and the detail of effecting the commercial aims is quite different.

Don't be the person who initially contacts me and I then hear nothing further - because ‘I haven’t proposed a budgeted ('low') price and instead I'm emphasising that other alternative ways to achieve what they were asking for are available’; and habitually, I 'sheepishly' next hear from them a few years later – when they have run into huge commercial, legal and taxation problems caused by the low cost (usually non-authorised) but certainly inexpert and inexperienced legal provider who gave them exactly what they wanted without knowing whether or not it was appropriate (so as to make a ‘fast buck’ at the time and not care about the future).

If you are considering a significant legal step in relation to your business, please talk to me early as I may (well) have availability and inclination to initially consider the same and endeavour to help you with materials and guidance you can rely upon as being up-to-date, legally accurate and appropriate.

Please take comfort that any initial/early 'contact(s)' with me / my firm - are on an entirely ‘no obligation’ basis = It's good to talk!

I trust that we will have an opportunity for further contact - Hopefully, In the near future = 'You know where to find me' (and 'let's keep the lines of communication open').

Regards,

Dan.Johnson@EquitableLaw.com

+44 (0) 7788 537 187 = U.K. Cell. / e-Tel.

www.EquitableLaw.com

Monday, 25 March 2019

Enterprise Management Incentive (EMI) Schemes . . .


Please, please don't design them yourselves - Without an understanding of the legislation (and particularly the tax effects) - otherwise you potentially risk designing something that will land the employees you wish to benefit - with a tax bill (that is unlikely to 'motivate' them)!

Please talk to 'me' early (and often) = I'd be delighted to provide you with a (good) = readable, legally accurate, concise (while comprehensive) ‘Note’ on the subject of ‘EMI Share Option Plans: Overview’ (and a host of related 'materials') = Let me know if you believe you might potentially benefit / like sight of the same!

Kind regards

Dan.Johnson@EquitableLaw.com

+44 (0) 7788 537 187 = U.K. Cell. / e-Tel.

www.EquitableLaw.com    


Saturday, 23 March 2019

WTO . . . 'Heck NO'!

I don't claim that this post is original - It's largely copied and then verified by me as the publishing English Solicitor.

There is an awful lot of rubbish printed and spoken about the World Trade Organisation (usually by people with ulterior motives to lie / occasionally by gullible fools who siimply belive anything they are told).

Here's some useful WTO points to read and consider.:

1/ If the UK were to end up solely on WTO rules, then we would need a hard border in Ireland. That risks peace, stability, and the Union. Plus we don't have any time to build the infrastructure required. Like, nowhere NEAR enough time. And there aren't any "alternative arrangements", I promise. They don't exist. There isn't a single border in the world that has any. And that means a hard border.

2/ If we rely on WTO rules for trade, then we need to apply tariffs to imports. And expect that other countries will apply tariffs to our exports. That makes things more expensive for UK citizens to buy, and makes UK based businesses less able to compete. Not really sure how this is a win.

3/ If we decide we're not going to apply tariffs to imports at all, then we lose all leverage for negotiating future trade deals. What on earth would we offer them? We've already given them free access to our market.

4/ If we decide we're not going to apply tariffs to imports at all, then we destroy our own producers - why would you carry on trying to run a farm produce business when the market is flooded with much cheaper products from abroad?

5/ If we decide to only reduce tariffs on products from the EU, then the Most Favoured Nation clause (WTO rules) kicks in - this says that you can't offer more favourable terms to one bloc, and not everyone else. So - no tariffs from the EU, means no tariffs from anyone. See points 3 and 4.

6/ If you were looking forward to getting your bendy bananas back, then hard luck; this rule didn't come from the EU (no matter what Boris told you), it came from the WTO - specifically, the Codex Alimentarius. So, no change there. Except now bananas are extortionately expensive, because, well, tariffs.

7/ If you're relying on the idea that there's an obscure WTO rule that says we can just carry on trading with the EU on the same terms we have now for 10 years, then hard luck again - this isn't correct. The "rule" is Article XXIV of the GATT, and is specifically an allowance for deviating from the MFN (see 5) because you and another bloc are working towards implementing your bilateral trade deal. It requires an end point - a fully thrashed out trade agreement. It is specifically NOT a clause that comes into play when you decide to drop out of an existing trading arrangement.

8/ If one of the benefits of "going WTO" is that we can make our own rules, then I can understand that. We could decide, unilaterally, that it's too expensive for us to produce electronics with an earthing wire, so we're not going to insist on that anymore. Fine. But then we can't sell our products to our closest trading neighbours. We want to sell stuff to the EU, we need to follow their rules. Except now we don't get a say in what they are.

9/ Having a "world trade deal" sounds quite attractive - quite romantic. The idea of Britain going out on her own, bravely forging links with faraway lands - it's quite appealing.  Except trade doesn't work like that.  There's a gravity towards your closest neighbours - proximity is important. I'm more likely to sell something to France than I am to Australia - I can get it there quicker, for example, and for a much lower cost. There is no nation on earth - none - that have prioritised trading with distant countries instead of those geographically closest. We're about to be the first - which will involve a pretty brutal lesson in the realities of logistics.

10/ If we go WTO, then we need to check goods coming into our internal market - including those from the EU. We don't have the infrastructure to do this. Nor do we have the staff. Nor the time. Plus - and this is deeply ironic - once we leave the EU, the pool of people from which we can recruit to do this essential work becomes much, much smaller.  Do we have enough vets to perform the necessary checks on livestock coming into the country, for example? No. Where do we normally recruit them from? The EU. Ah, Heck!

11/ A No Deal exit was never on the cards during the campaign. It is simply all that is left, once logic and reality strip away all the lies that we were told about Brexit. No, German car manufacturers haven't been knocking on Merkel's door demanding a trade deal with the UK. No, the EU doesn't need us more than we need them. No, we don't hold all the cards. None of that was true. It was never going to be true. But rather than facing up to reality, the rhetoric has just become more and more extreme. If you're dealt a bad hand in a game of poker - if the river turns against you - you don't HAVE to go all in. There are other options. You don't need to claim that was what you intended to do all along.

All of this - all of the above. That's what Donald Tusk was talking about. People who either ignored the above, or didn't even bother to find out about it - but sold us Brexit anyway. The people who - even now - print banners that say "LET'S GO WTO!" as if it's the easiest thing in the world, and without consequence.

Don't fall for 'their' lies all over again!

Sunday, 3 February 2019

Professional Insurance Time . . .

It's this firm's time of year for renewal of our multi-million pound (GBP £) professional indemnity insurance cover - as professionally required to 'ensure' that a Solicitors' clients are covered from receiving 'sub-optimal' legal advice and assistance.

The brokers' sales teams swing into action, and (frankly) to stop them constantly telephoning me - We occasionally complete one of their 'short form' proposals as to seeking insurance cover - Which this year has elicited the following response:-     

'Hi [Redacted],

Thank you very much for sending through your proposal form which I have just finished reviewing.

Unfortunately, due to the complete lack of any claims history against you - both personally (across your entire career), and at a firm-wide level (since you founded your business) - you are considered an extremely good risk, and it is unlikely that we will be able to offer any quotation that will be competitive with that offered by your existing brokers. Sadly, I am not going to be able to help you at this time.

If for any reason you experience an event likely to give rise to a significant increase in premium upon renewal, then please let me know as I would be more than happy to help.

As a business, we are looking for law firms (including those trading unregulated) who regularly need to involve their insurers in defending claims under their professional indemnity insurance relating to negligent professional advice - So do please feel free to recommend our services (and keep our details on file) for any firms you may come across who would seemingly meet our criteria. 

Apologies.

Kind regards,

[Redacted]'

Oh, the stories we could tell / details we could pass across if confidentiality allowed!

Dan.Johnson@EquitableLaw.com

+44 (0) 7788 537 187 = U.K. Cell., / e-Tel.