Tuesday, 28 February 2017

Selling a business can be tricky

Selling your business could be difficult if minority shareholders decide to block the deal – but a Telford solicitor says there are steps you can take to ease the situation.

Andrew Oranjuik is a Partner at Martin-Kaye Solicitors in Telford, and he specialises in commercial litigation.

He said: “Sometimes an offer that’s too tempting to ignore comes in and selling your business seems like a great way forward. But if you don’t own all your company’s shares, you may need the approval of your shareholders to accept the deal.

“But shareholders can’t be forced to sell their shares and it’s unlikely a buyer will want to take on a company with minority shareholders hanging on, which means they could be a real stumbling block when it comes to sealing the deal.”

Mr Oranjuik said one solution would be for the company to sell its trade and other assets, rather than for the shareholders to sell their shares.

“But there’s a drawback as when you sell your business, the money from the sale goes to the company. For you and the other shareholders to access the money, it has to be paid out as a dividend or the company will have to be wound up, so this may mean more of the sale proceeds are lost in tax compared with a sale of shares.”

Mr Oranjuik said if the buyer was purely interested in buying the entire company, then selling shares was the only option.

“The best way to achieve this is to introduce a ‘drag along’ clause in your company’s shareholders’ agreement – this means if the majority of shareholders are keen to sell the business, then the others are required to agree.

“If you don’t already have a clause like this, then act now to add one to your agreement. It just requires a vote from all shareholders to have it added. But you may need to negotiate on the terms and conditions as minority shareholders will want assurances that they will get a decent deal if a buyer comes in.”

Mr Oranjuik said an agreement which included a drag clause would also have a tag along clause too.
“This gives minority shareholders the right to force majority shareholders to include them as part of any deal to sell their shares, ensuring their shares are not devalued as a result of a sale that goes ahead without them.

“No shareholders can be forced to sell their shares, but you can ensure clauses are in place to help smooth out the process if a tempting deal is on the table.”

Wednesday, 22 February 2017

Regular rest breaks are a must

Employers must ensure staff are given the opportunity to take regular rest breaks throughout the working day – even if workers choose not to use them.

John Mehtam leads the employment law team at Martin-Kaye Solicitors, in Telford, and he said the onus was firmly on employers to make sure staff had chance for a break.

“Under the Working Time Regulations, an employee who works more than six hours is entitled to an uninterrupted rest break of at least 20 minutes. The break can be either paid or unpaid, but must be taken during the working day and not at the beginning or end of it by way of a later start or earlier finish – even if this would be more convenient for the company and/or the employee.”

Mr Mehtam said a tribunal hearing had ruled that employers should provide their staff with a statutory rest break, regardless of whether or not the employee requested one.

“But even though as an employer you must allow for a rest break, it’s up to the employee whether they actually use it or not. And if they choose to work through their break, staff can’t demand extra payment either.”

If the working day exceeds 12 hours, the statutory requirement is still only for one 20-minute rest break.

“There are though additional health and safety considerations that will need to be taken into account for longer shifts like this, and you’ll need to look at each employee’s circumstances when deciding what rest breaks may be appropriate.

“It’s vital that you ensure your company’s working arrangements allow employees to take the rest breaks they are entitled to, otherwise you will be contravening their statutory rights and you could face serious consequences.”

Mr Mehtam said information on working conditions was a key part of the support offered by Martin-Kaye’s Alpha team, which has wide-ranging experience in providing practical and effective advice on human resources and employment law issues.

“We can help employers negotiate the minefield of employment law and deal with situations as they arise in the workplace, helping companies to avoid the more common pitfalls.”

Tuesday, 14 February 2017

Howzat for employment law advice!

Lawyers from a Midlands firm are set to take their highly-rated employment advice seminar to Birmingham for the very first time.

The Employment Law team from Martin-Kaye Solicitors, in Telford and Wolverhampton, has joined forces with Monaco Insurance to host a Top Ten Employment Blunders seminar at Edgbaston Cricket Ground.

Taking place on Thursday March 16th, from 6pm to 8pm, the event is designed to help businesses navigate through the increasingly-complicated minefield of employment law, and to help them avoid the most common pitfalls.

Employment Law Specialist, John Mehtam, will lead the presentation, and said the decision to take the seminar to Birmingham was as a direct result of customer demand.

“We work very closely with Monaco Insurance, who are based in Edgbaston, and they felt the advice we had to offer would be very useful for their clients and for other businesses in the wider Birmingham area.

“It’s the first time we’ve organised a seminar like this in this area, although our presentations have already proved extremely successful in Shropshire, Wales, and the West Midlands.”

Mr Mehtam will share his advice for employers about how to tackle some of the most common workplace and HR issues and, more importantly, how to avoid them and protect your business.

“At Martin-Kaye, we’re committed to delivering effective and appropriate advice that really does make a difference to employers, and our short sharp seminars are designed to get right to the point. We set the record straight and help employers to learn from the mistakes others have made, helping them to tackle employment law issues in the right way and helping them to understand how to avoid falling into the most common traps.”

He said keeping up-to-date with ever-changing legislation was practically impossible for employers who were already battling with a packed schedule.

“That’s why our seminars are proving so popular right across the Midlands as we deliver clear, concise information in a time frame that suits our delegates.”

The seminar will cover a variety of tricky areas including sickness absence, dismissals and poor employee performance.

To book a place contact June Noto on 01952 272222 or email junenoto@martinkaye.co.uk