OneSky Flight acquires helicopter booking service

OneSky Flight has a large aviation portfolio providing the industry’s leading private jet travel solutions. The deal allowed our client to expand its airline booking service into helicopters as a complimentary business providing their customers with a complete aircraft travel solution. 

Peter Kouwenberg

Acting for the shareholder of two iconic music venues

Big Issue Invest has made a significant investment in VU X Earth Limited, the new holding company set up to acquire the group.

Music and arts ventures have been heavily affected by the pandemic so the new funding will allow for additional refurbishment and a training workspace for young people entering the music industry. Over the next five years VU will be collaborating with Hackney Empire, Hackney Music Service and Progression Session, a music charity that provides a platform for young artists and trains young creatives for careers in the industry.

The investment means they can get right back to hosting some of the greatest musicians from around the globe, supporting and inspiring new talent.

You can read more about the investment in Access All Areas, by clicking here.

Jonathan Silverman

Throughout his professional career he has served at board level for a diverse range of companies and so has a clear understanding of how clients like advice delivered.

On this thread, he has wide experience handling media enquiries for clients especially around sensitive topics requiring a discrete approach.

Jonathan has a particular interest in Start Ups and the Creative & Technology sectors, presently serving on the investment committee of the British Design Fund.

He also works closely with an international network of law & accountancy firms handling multijurisdictional transactions and disputes.

He has advised on a wide range of alternative investment schemes involving fine art, classic cars, wine & commercial property.

His lifelong passion for British Sports Cars of the 1950’s & 60’s has resulted in him advising both classis car collectors and dealers involved in brokering deals and resolving disputes. He acted on the purchase of the first £1m continuation series Jaguar E type which featured in a BBC documentary.

We hope you found what you were looking for.

The Sherrards Corporate team advises Screwfast Foundations Ltd on sale to Van Elle Plc

Screwfast Foundations Ltd are leaders in the design, supply and installation of helical piles and UK & International steel foundation solutions. They are well-known in the construction industry, having worked on prestigious construction projects such as the London 2012 Olympics and the government’s smart motorways programme.

The team worked to a tight timeframe to ensure that the sale took place in line with the requirements of the PLC buyer. The deal was structured with complex provisions regarding the existing plant and machinery of Screwfast.

This matter have been written about in the Construction Enquirer.

Sherrards continue to work with long standing clients Winkworth Franchising Ltd

 They continue to undertake a wide variety of work including advising on acquisitions and disposals, reviewing and updating the full suite of franchise agreements for roll-out across the network.

The Sherrards Employment team also support their head office with their employment law and HR needs, as well as advising on matters involving the franchisees.

This year the Franchising team have worked closely with Winkworth to update their internal new and renewal processes for franchisees in their network with the planned roll out of a new franchise agreements to their network of franchisees (circa 110) in their network. 

Sherrards Corporate teams help with the sale of The Plough

The Sherrards Corporate & Commercial team and Commercial property team worked together to support with the sale of The Plough in Sleepshyde to Gorgeous Pubs (an independent pub company). 

This company are the owners of The Bull in Highgate and a local microbrewery. They reopened The Plough in October 2021 with great success.

Sherrards’ property and corporate teams worked together to complete the transfer of each constituent part of the business to the new buyer. 

Sherrards advised client Powerday on the acquisition of IOD Skip Hire Limited

This acquisition was led by Charles Hodder but also involved our corporate & commercial, employment and dispute resolution teams. The IOD Skip Hire site became Powerday’s sixth facility in London and means they will inherit the affiliated businesses of IOD.

The transaction was complicated, but we successfully completed the deal due to the team’s experience in the market and ability to work brilliantly across departments, bringing together specific expertise to ensuring seamless transaction.

Pre-pack administration for the retail sector

With the recent collapse of a few retailers, including House of Fraser, and retail parks and shopping centres changing their business structure and appearance with the rise of online shopping, it is time to remind ourselves of what a ‘pre-pack’ can offer to retailers when things go wrong.

What is a pre-pack?

The term “pre-pack” refers to an agreement to sell all or part of an insolvent company’s business and/or assets to a buyer (usually a new company) negotiated before an administration commences, with the administrators then effecting the sale to the buyer immediately after their appointment.

Pre-packs have received a mixed review from the media over the years but have nonetheless been used with success particularly in the retail sector.

Why are pre-packs so criticised?

Historically, the bad press surrounding pre-pack administrations arose from the suspicions of unsecured creditors who saw the management team stripping away valuable assets from a company, carrying on the same business in another company, but freed from their debts, whilst leaving onerous liabilities and debts behind in the old structure.

However, directors of an insolvent business cannot arrange a pre-pack without careful consideration of certain legal issues such as:

  • their duties to provide the administrator with detailed information about the business, specifically to enable the administrator to make a proper assessment of its value (and so sale price);
  • their risk of incurring personal liability for “wrongful trading”, where they cause a company to trade beyond the point at which there is no reasonable prospect of avoiding an insolvent liquidation. This potential liability cannot be extinguished by a pre-pack and therefore this risk must be carefully assessed and timed;
  • their other obligations as directors of a company under the Companies Act 2006 (including non-profiting, care of creditors and other stakeholders of the business).

Transparency guidelines

Since 2009, insolvency practitioners are also required to comply with transparency guidelines applicable to pre-pack administrations.  These are called “Statement of Insolvency Practice 16” or SIP 16.

Under those guidelines, insolvency practitioners should disclose to creditors certain details of the deal, such as the name of the purchaser, the price paid and any connection the purchaser had with the former directors and shareholders, any valuations of the business or assets being transferred, the consideration for the sale and the terms of payment.

Administrators may face regulatory or disciplinary actions if they have failed to comply with SIP 16.

Right to challenge a pre-pack deal

Where a pre-pack is implemented by an administrator appointed out of court, often a sale will be completed before the unsecured creditors are aware of the pre-pack and have an opportunity to object. If the administrator is court appointed, the proposed pre-pack will need to be considered by the court and so creditors can make their objections to the court.

It remains however that a challenge to a pre-pack is extremely difficult, with the court generally placing reliance on the experience and judgment of the administrator if he favours a pre-pack.

Creditors also have a right to bring an action against an administrator if the administrator’s conduct has unfairly prejudiced the interests of the creditors, or where an administrator is not performing his functions quickly and efficiently. Again however, these are difficult tests to meet.

A quicker and cheaper way of challenging a pre-pack is to contact the Insolvency Service’s Pre-Pack Complaints Hotline. This may be used where creditors consider that they have been unduly disadvantaged by an administration (or any other corporate insolvency process).

What does pre-pack administration mean to a retail supplier?

Pre-pack administrations are not a perfect answer to everyone’s problem when a company is experiencing severe financial difficulties, but it is another tool available to owners or managers of a struggling business.

Overall, it is generally thought that pre-packs are a relatively quick and efficient way of transferring the business and/or assets of an insolvent company. They have a lesser impact on the costs involved compared with an administration. They can result in a better return for creditors, minimise disruption, save more jobs and limit the loss of goodwill with suppliers, customers and others. The latter is key for retailers who are heavily reliant on consumer confidence in their brands and assets.

GDPR- Top tips two years on

On 25 May 2018 the General Data Protection Regulation (GDPR) came into effect, and was heralded as the EU’s biggest shake up of data protection regulation to date.

In the run up to ‘GDPR-Day’ we were inundated with emails from businesses asking us if we wanted to “stay in touch” and asking us to re-consent to email marketing. Businesses scrambled to put in place GDPR compliant privacy policies by the 25 May deadline, with the threat of fines at a maximum of €20 million or 4% of annual global turnover on the horizon.

However, the reality is that many organisations had not completed their GDPR preparations by that date, and with the perceived grace period for implementation over the last year, many companies are still behind.

This week, over a year after the GDPR came into force, we saw the ICO issue its first public fine, hitting British Airways with a huge £183m fine (although still some way under the maximum 4% of annual global turnover that could have been issued).  Before this, fines under the GDPR had been limited. Over the past year there had been €56 million in fines issued against errant organisations, of which €50 million was issued against Google by the French data protection office and the balance split between much smaller fines throughout the EU.

Notwithstanding, what is obvious is that individuals are more conscious than ever about what data they share, who they share it with, and what those organisations then do with it.

The GDPR is intended to be an exercise of ongoing compliance, rather than a tick-box-exercise. Our top tips for achieving ongoing GDPR compliance are below:

  1. Policies and Procedures

As a bare minimum, organisations should make sure that they have in place GDPR compliant privacy policies and cookie policies, and have systems and procedures in place to record their processing activities (including processing purposes, data sharing and retention).

If you are carrying out processing that is likely to result in a high risk to individuals, you must ensure that you carry out Data Protection Impact Assessments (“DPIA”).

This is not the end of the exercise, however, with the ICO stating in their annual review earlier this year that one of their focuses for 2019 is ensuring that organisations move beyond ‘bare compliance’.

  1. Register with the ICO and pay the relevant fee

This requirement is easy to satisfy. Any organisation that is a data controller needs to register with the ICO and make payment of the annual data protection fee. This is one area where the ICO has been cracking down on both larger and smaller companies, and imposing significant fines for non-payment.

  1. 3rd Party Contracts

The GDPR requires organisations (data controllers) to enter into written contracts containing specific provisions with any 3rd party that processes personal data on its behalf (data processors).

This is one area where we often see organisations falling behind, and particularly where personal data is transferred outside of the EU. Having in place a standard set of contractual provisions which can be included in any terms of service or supplier agreement can be simple way of ensuring that this element of compliance is dealt with.

  1. Data Subject Access Requests

Does your organisation know how to handle a Data Subject Access Request (“DSAR”)? Over the past year we have seen an increase of DSARs, and in particular those issued by employment lawyers or litigators looking to secure a tactical advantage. Individuals do, however, have a right to access their personal data, and organisations need to know how to respond to these in an effective and efficient manner to avoid expending unnecessary time and resources or a breach of the individual’s rights.

  1. Ongoing training

Many organisations will have carried out some element of training in the run up to the GDPR deadline last year, but it is always sensible to ensure that staff are kept up to date. Organisations should consider running regular refresher training, particularly for staff who handle large amounts of personal data including HR and marketing. This is key for understanding what to do in the event of a breach, upon receipt of a DSAR, and when to carry out a DPIA.

  1. Appoint a Data Protection Officer (if necessary)

The GDPR makes it a legal requirement to appoint a Data Protection Officer (“DPO”) if (a) you are a public authority or body, (b) your core activities require large scale, regular and systematic monitoring of individuals (for example, online behaviour tracking), and (c) your core activities consist of large-scale processing of special categories of data or data relating to criminal convictions and offences.

Organisations can also choose to voluntarily appoint a DPO.

The DPO can be an existing member of staff, or externally appointed.

  1. Work towards “data protection by design and default”

This means you have to integrate or ‘bake in’ data protection into your processing activities and business practices, from design right through the lifecycle. Data protection by design is about considering data protection and privacy issues upfront in everything you do. It can help organisations to ensure that they comply with the GDPR’s fundamental principles and requirements, and forms part of the GDPR’s focus on accountability.