Carol Shaw

We were engaged on the sale of a successful care home. 

Our clients were confident that there would be a number of parties interested in purchasing the home but did not want to commence negotiating with all of them before deciding which one to proceed with.  The Selling Agents were instructed to prepare and circulate a sales memorandum and a share sale contract to selected interested parties, who were invited to make an offer on the basis of those documents. 

The share sale contract was drafted by us in advance in an even handed manner but on the commercial terms on which the client was going to sell.  This saved the clients a considerable amount of time and money as it avoided unnecessary professional time in negotiating the terms of the transaction. 

Parties interested in purchasing the home were invited to submit a price and payment terms they were prepared to offer, and a return copy of the draft share sale contract with their proposed changes.  

The successful bidder had made very few changes to the final share sale contract and only a single all party meeting was required, which was the final completion meeting.  Usually transactions of this nature would involve numerous meetings prior to the final completion meeting. 

The transaction was headed by Hitendra Patel (Corporate Partner) who was assisted by John Spratt (Commercial Partner), Carol Shaw (Employment Partner), Andrew Woods (Commercial Property Partner), Catherine O’Riordan (Commercial Assistant) and a Trainee Solicitor.

Given the upsurge in publicity awarded to high profile discrimination claims, it is hardly surprising that discrimination issues form a large part of our current and recent cases.  Many considerations arise in such cases, not least the impact on the business and other individuals in it accused of discrimination and where an employee making such claims remains an employee ensuring that in all subsequent interaction, our client company does not give the employee the ability to add to his or her claims by further allegations of discrimination or victimisation.  Often, the course of action that best suits the client’s needs is careful handling of the situation through to an agreed confidential settlement at a level which comes in well under both the costs risk and time involved in pursuing a case through to its conclusion.  

We also likes to give proactive advice on how the risk and exposure to such claims can be minimised by training staff on their responsibilities towards each other, which enables a company in such circumstances to run a statutory defence that they took all possible steps to prevent any alleged discrimination from occurring

We were instructed by a US company in relation to its UK subsidiary on a recommendation from that company’s accountant, as they were unhappy with the service of their previous lawyers, one of the top London firms.  The issues were available and accessibility of the lawyers and also that the assistance given was not on a practical “hands on” basis, which this particular client required.  The client faced a choice between selling its UK business to a competitor or closing the operation down entirely.  From the employment perspective, this raised a number of issues and as more than 20 employees were affected collective consultation obligations came into play with regard to any potential redundancies, as well as the obligations to consult regarding the potential transfer.  The matter was further complicated by the fact that the potential transferee was located in another EU country.

There was no dedicated HR resource and those in the US were unfamiliar with English employment law so it was important to explain matters in a clear practical way and to draft all the documentation required.

There were a number of conference calls with the head office in the US and the proposed transferee, who had instructed their own legal representation in the UK.  Unfortunately, upon enquiry from the proposed transferee, we had to tell them that she could not act for them as well!  Although for commercial reasons the transfer did not take place, we were able to ensure that the client protected itself by undertaking the required collective consultation with its employees at the earliest opportunity both with respect to the proposals to transfer and with respect to the shutdown.  Individual consultation also took place in respect of the redundancies, and there was an ordered shutdown, without any legal problems.

The firm was engaged by an English subsidiary of a large listed American company to acquire a Welsh company.  The transaction was challenging in that the target company had subsidiaries in America and Australia and a branch office in Dubai. 

We headed the transaction and co-ordinated with the client’s overseas lawyers to ensure that the transaction was completed on time and in a cost effective manner.  Apart from dealing with the different laws and customs involved, we also had to navigate between solicitors and stakeholders across multiple timezones.