Update – Monday 9th March 2020 Given the current situation with the coronavirus outbreak we have taken the decision to postpone this event. Attendees who had booked a place have been emailed regarding the event postponement. We will publish details of the new date as soon as it is confirmed and in the meantime, hope to release a webinar on the topic soon. We will circulate details of this to our email newsletter subscribers.
Date: Wednesday 11th March 2020 Times: Breakfast from 8.15am, seminar from 8.45am, close at 10am Location: Epiphany House, Truro, TR1 3DR Parking: Free parking is available at the venue Booking via Eventbrite:Click here to book
Melanie Rowe, our employment law specialist, will speak on the topic of workforce terms and conditions and take a look at the pros and cons of the different kinds of contractual arrangements including the gig economy model, as well as considering commonly encountered issues such as: Should overtime be taken into account when determining holiday pay, can you require your workforce to work on Christmas day and what is the current legal position surrounding tips?
Jenny Harbord, Partner at Murrell Associates and commercial property specialist, will discuss key leasehold terms for landlords and tenants to consider in the food and drink sector.
Rebecca Anforth who specialises in brand protection and intellectual property will take a session on commercial contracts in the food and drink sector. This session will include a discussion on ensuring contractual certainty in an uncertain economic climate, extending supply chains and entering distribution agreements.
Book your place Places for this free event can be reserved via eventbrite.
Our popular People Management Breakfast Forums continue. The second in the series will take place on Wednesday 22nd January and will focus on the topic of “Performance management and the art of difficult conversations”.
The forums are led my our employment specialist, Melanie Rowe, and are aimed at anyone who has HR responsibilities such as business owners, operations managers, in house HR managers and advisors.
The sessions will be a chance to review and update your knowledge and share ideas and experience with likeminded professionals and business owners in an informal setting (Chatham House Rules).
The forum will take a back-to-basics look at the law in this area. There will then be an open forum to discuss problem areas encountered by attendees. The events are free of charge, but places are limited to 8 per forum. They will take place on Thursday mornings from 8.30-10am over a light breakfast and coffee in our boardroom at 14 High Cross, Truro, TR1 2AJ.
As part of the Cornwall Chamber of Commerce Festival of Business, Henry Maples, partner Murrell Associates will be holding a seminar on Tuesday 29th October focusing on the topic of mergers and acquisitions.
The seminar will cover negotiating the sale or purchase of a private company – whether you are a business owner looking to sell or a managing director looking to grow through acquisition. We will walk through the acquisition process and discuss some of the common negotiation points from the perspective of buyers and sellers.
The seminar is free and takes place at our offices at 14 High Cross, Truro, TR1 2AJ on Tuesday 29th October from 8.15am to 9.30am.
This autumn, Melanie Rowe, Employment Law Specialist at Murrell Associates will be launching a regular series of People Management Breakfast Forums.
The forums are aimed at anyone who has HR responsibilities such as business owners, operations managers, in house HR managers and advisors.
The sessions will be a chance to
review and update your knowledge and share ideas and experience with likeminded
professionals and business owners in an informal setting (Chatham House Rules).
The first forum takes place on Thursday 7th November on the topic of “The Facebook Disciplinary”: Handling misconduct in the context of social media.
The forums will take a back-to-basics look at the law concerning a disciplinary process and critically work through a mock scenario, focusing on best practice and troubleshooting potential issues. We will review recent legal developments in the area including the recent EAT case of Forbes v LHR Airport Limited. There will then be an open forum to discuss problem areas encountered by attendees.The events are free of charge, but places are limited to 8 per forum. They will take place on Thursday mornings from 8.30-10am over a light breakfast and coffee in our boardroom.
Book you free place You can book your place via Eventbrite.
Future dates and topics will be
listed on our website.
Following that consultation, we will provide you with a summary report explaining our recommendations of the actions required to protect your business, together with a fixed-cost quotation for doing this work.
Funding If your business is based in Cornwall you might be interested to know that your business could be eligible to have 50% of the cost funded by a European programme called Access to Finance Cornwall
Relationships at work happen. Recently the #metoo movement has thrown sexual harassment at work into the spotlight. As one of the instances in which employers can be liable for the actions of staff, business owners will be understandably anxious to avoid becoming embroiled in an employment tribunal claim, when things go wrong.
So, what can employers do to minimise the potential negative impact on their business as a result of an inter-employee relationship? Melanie Rowe, Senior Associate and Employment Law Specialist at Murrell Associates discusses this thorny issue and gives some hints on how to minimise the risk of these issues occurring in your business.
What is sexual harassment? Legally, sexual harassment is defined as: “unwanted conduct of a sexual nature, which has the purpose or effect of violating an individual’s dignity or creating an intimidating, hostile, degrading, humiliating or offensive environment for that individual”.
How could an employer be sued? Aside from the obvious case of the employee whose better judgement was affected by too many gins during after work drinks, sexual harassment has been upheld in many cases where short and long-term relationships have ended, and one party did not modify their behaviour accordingly. It can also include complaints from staff not involved in the relationship who have been made to feel uncomfortable as a result, as well as general issues with “flirting and banter” or inappropriate physical contact and offensive language as it is also known.
What can you do to protect your business? The outright banning of relationships is unlikely to be the answer. Aside from human rights issues, this probably won’t stop the relationship from happening, just delay you hearing about it.
A clearly defined policy is key in conjunction with management training on how to monitor the situation. Clear contractual terms which allow you to move an employee to a different team may also assist. Aside from the sexual harassment concern, management headaches can also occur if the relationship ends and “the ex” is now being treated differently. “Pillow talk” may be another problem, particularly where one of the employees is in a senior position.
Top tips include:
Encourage staff to inform managers of the relationship and ensure training is given to deal with the report respectfully and in confidence;
Ensure staff are aware that they must act professionally during working hours or whilst in the company of other staff members; and
Warn of the penalties of unacceptable behaviour in the workplace.
If you would like more information about this topic or any aspect relating to employment law, including advice or staff training, please contact Melanie Rowe on 01872 227066 or by email at: email@example.com
Well obviously, the answer is no isn’t it? Your policies probably say so. Why would you let that happen anyway? It will make everyone present feel more nervous and uncomfortable; you don’t know what might inadvertently come out at the meeting that could be used against you in future; a transcript of the recording might not be interpreted correctly, particularly if excerpts are used and the context is lost and, you don’t want the recording ending up on YouTube! All these concerns are perfectly logical and legitimate, but for one problem…
…It happens all the time Even if you have a policy saying it should not. Even if you have expressly told the employee in written correspondence that recording is forbidden. Even if you ask the employee at the start of the meeting and they solemnly confirm that they are not. Believe me, it still does. And, just because you have a policy saying that it should not happen… And the employee did not have your consent… And it might breach data protection law and your fundamental human rights… That does not necessarily stop an employment tribunal judge, focussed on ensuring that justice is done, ruling: “I’ll hear the recording” or “The transcript is admissible”.
And it doesn’t just happen when the employee is present Ever more frequently employees are leaving their phones in rooms where meetings have taken place in the hope of recording the conversation that follows the meeting and obtaining a silver bullet of information. This material is less likely to be admissible in a legal setting, but there are still some instances where it has been permitted. Even if it is not admissible in a court or tribunal, the employee will have gained valuable intelligence on your decision making process which could be used against you. So, with this in mind, should the mind-set that a contemporaneous and accurate record of the meeting be avoided at all costs, be adjusted for the age where making a recording is as easy as pushing a button on a device almost everyone has in their pocket?
Pros v Cons
So we’ve mentioned a few of the negatives, but are there any positives? • There will be no dispute over what was actually said at the meeting. Time will not need to be spent writing up notes and arguing with the employee over the specifics of what was actually said (which may or may not be relevant). If the matter did end up in an employment tribunal, you would still need to make a transcript of the recording, but hopefully these occurrences should be rare. There are now many companies offering relatively cheap transcribing services that could be used in these instances. • If the meeting is being recorded in the full knowledge of everyone present, it is less likely that you will let something slip out that you should not have said and, if it does, you will most likely qualify and explain yourself. This should promote high standards of conduct and fairness which should hopefully, in turn, reduce the prospect of you ending up in an employment tribunal. • If you are ever unfortunate enough to find yourself in an employment tribunal, your open approach is likely to reflect well on you and enhance your credibility in the eyes of an employment judge or panel.
5 Top Tips
Consider your approach on a case-by-case basis. In particular consider the character and views of the employee, the subject of the meeting and any special circumstances. If the employee is disabled, there may be legitimate reasons for allowing the recording to take place in any event.
If you decide to go ahead and record the meeting, record on two devices. This should appease any concerns that the recording may be doctored afterwards. Always ensure that the employee is aware of the recording and provides their written consent. Expressly stipulate that the recording is property of the business and should be treated in the same way as all other confidential business information.
If you (or the employee) are not comfortable with recording, get a good note taker. Let the employee read the minutes there and then and sign to say that they agree. If the minutes are illegible, write them up immediately, and only write exactly what is written (even if it does not make sense). Do not embellish, adjust or write what you meant to say, no matter how tempting it might be. This is only likely to cause you credibility issues if the matter ended up before a judge. Make clear to the employee in all correspondence that the meeting should not be recorded and any attempt to do so will be classed as a disciplinary offence, do not allow coats in the room and expressly ask the employee at the outset if they are recording the meeting.
Always be mindful that you could be being recorded regardless of your stance on the issue. Do not have follow up discussions in the same room.
Once you have decided your practice to be adopted, check that your policies reflect this and update if necessary.
Further information If you would like more information, advice or staff training please contact Melanie Rowe at Murrell Associates on 01872 227006 or by email at firstname.lastname@example.org.
Following on from our popular spring breakfast seminar, our next breakfast seminar takes place in September and this time will focus on legal aspects around commercial property development.
Date: Wednesday 18th September 2019 Times: Breakfast from 8.15am, seminar from 8.45am, close at 10am Location: Epiphany House, Truro, TR1 3DR Parking: Free parking is available at the venue Booking via Eventbrite: Click here to book
Jenny Harbord, Partner and commercial property specialist, will speak about the most heavily negotiated aspects of buying and selling land for development, from the point of view of both landowner and developer.
Henry Maples, Partner and corporate law specialist with Murrell Associates, will discuss implications of development projects which involve joint ventures as well as shareholding structures for property development companies.
Whether you are selling a business that you have developed and worked hard at, or you are embarking on a new venture or lifestyle change, you should make sure that you are fully prepared and protected. Most small business transfers involve the sale of leasehold or freehold property, fixtures and fittings and also the goodwill of the business plus stock. Whether you are buying or selling, being aware of the various issues will help to ensure that the transaction runs smoothly from beginning to end.
Getting the right agent and heads of terms When you decide to sell your business, choose an agent who is experienced in valuing your type of business, and who understands the business which you are selling. You can then be comfortable that you are getting the best price for the time and money that you have invested in your business. A good agent will also ensure that clear and comprehensive heads of terms are settled at the outset, to include any specific arrangements that have been agreed. This saves time, money and misunderstanding as the transaction progresses.
Do you need an accountant? The advice of an accountant can be invaluable to buyers and sellers alike. An accountant can advise on the most efficient way to apportion the purchase price between property, fixtures and fittings, and goodwill. Capital allowances and VAT are also likely to be relevant, not to mention advice on whether to use a company vehicle to purchase the assets of the business. Well organised sellers will ensure that a complete set of accounts are available for potential purchasers to review, and careful buyers will ask their accountant to review those accounts before they commit. Solicitors and accountants often work closely together in business transfers and this can save time and money in the future.
Preparation is key If you are selling your business, there are many things you can do in advance to help the transaction run smoothly, and aid the due diligence process. The buyer’s solicitor will request copies of the records relating to the business including leases, insurance policies, supplier contracts, customer contracts and bookings, licences to include premises licences, outside seating licences, planning permissions, and also evidence of rates, utilities and outgoings for the property. They will also request sight of fire safety records, food hygiene records and any other maintenance records. Employees also need to be considered, and the buyer’s solicitor will request information relating to any employees to be transferred under the TUPE Regulations, to include details relating to length of employment, contracts, salaries and pension arrangements. If the property is leasehold, the seller might want to consider obtaining the landlord’s agreement in principle to the assignment of the lease at an early stage. The landlord may require references but they cannot unreasonably withhold their consent to the assignment. The outgoing tenant will usually be responsible for the landlord’s legal fees but this can be open to negotiation with the buyer.
What happens next? Once heads of terms are agreed, the parties will instruct their solicitors to manage the process of buying and selling. The buyer’s solicitor will carry out relevant property searches, title checks and raise standard commercial property enquiries. They will also raise due diligence enquiries relating to the operation and management of the business and this is where the preparation mentioned previously comes into its own. The buyer’s solicitor will prepare the first draft of the sale and purchase contract, a deed of assignment of goodwill and report on the property title, search results, and due diligence investigations. The solicitor’s report may well raise further questions or concerns for the buyer which will need to be addressed. If the purchase is being funded by way of bank finance and the property will be used as security, the buyer’s solicitor will usually be instructed to act for the lender. They will be required to report to the lender on any issues that may affect whether or not the property is good security. Sometimes a less experienced buyer may want to spend some time shadowing the seller so that they can hit the ground running on completion. Sellers are often willing to agree to this on the basis that the shadowing takes place after exchange of contracts, and before completion. That way, the parties are contractually committed to completion of the sale and purchase, and the seller doesn’t risk the buyer changing its mind after a busy few days in the kitchen!
We are a proactive, commercial but friendly team of commercial property lawyers, experienced in acting for buyers and sellers of small businesses. We take the time to fully understand our clients’ business needs and work closely with team members in our corporate team to provide a wrap-around commercial service to clients.
Get in touch If you would like to discuss an issue relating to buying or selling a business, please get in touch by emailing email@example.com or call 01872 226900.