Where does the High Street go next ? The Portas Review
by Dean Orgill, January 20th, 2012
There are those who I have encountered at various business functions (or indeed any other opportunity) over the recent past who will have been on the receiving end of my increasingly passionate diatribe about what is going to happen to our High Streets and town centres in the majority of the towns around the country.
So with an almost unique sense of anticipation I awaited the publication of the Portas report, which with impeccable retail timing, came out in December.
Government reviews rarely excite anticipation beyond the particular groups who have vested interests in the outcome. It may even be said that this is the case here too, but in this case the interest group is actually all of us, whether we have realised it or not.
The steady emptying of our urban centres of their shops and businesses has an impact on us all. In many cases this process has been well-disguised with artistic murals, or short-term lettings, but it is nevertheless occurring and needs to be addressed.
We all understand that we are living in austere as well as interesting times. But in my view even when the economy does pick up the town centres will not revert back to how they were twenty years ago, and I would not argue for a moment that the clock should be turned back in any event. Change will always happen, but we do need to make a conscious effort to make sure that it occurs in a positive and managed way rather than occurring by default and neglect.
Portas refer to “social as well as economic capital” being lost. As the High Street moves on, or rather online, the communal and social elements that they bring to us as a society risk being lost unless we plan with imagination and creativity how to deal with the loss of the town centres as a focal point for commerce on a personal scale.
Shopping that has moved online, or out of town, is unlikely to return to the centre of towns. Many office-based businesses now look either to cheaper, more remote sites or increasingly to smaller bases with much more flexibility aided by the never-ending technological advances. So what is left?
Judging by the proliferation of coffee shops the need to retain a social focus in our lives remains as strong as ever.
Happily Portas cites a number of imaginative and proactive towns where schemes such as advancement of farmer’s market concepts and outlets for smaller businesses are bucking the trend.
Around the county there are various good examples of where markets have sprung up, and expanded rapidly in town centres as people look to more locally sourced products, and small businesses look to deal directly with their customers.
Generally those markets are not daily events however and, encouraging as they are, they can only be the start of the response.
In the report there is a quote from the response to the consultation from the Local Government Association which states :
“The most vibrant town centres offer a wide range of locally responsive services that create a comprehensive retail, cultural and community hub. This is crucial for the future of the High Street as it is an offer that its competitors struggle to match. Future Government policy must acknowledge this, not treating retail in isolation, but empowering councils to integrate the shopping offer effectively alongside other cultural and community services.”
Wouldn’t we all like our local High Street to meet that aspiration?
Then we need to push and support our local councils (and central government) to achieve this.
There are some good proposals in Portas. You may not agree with me as to which ones they are, that is fine. But we must have the debate, and then move on to ensure there is action.
Let’s not leave it too late.
By Dean Orgill
Benefits of becoming a “Limited Liability Partnership”
by David Gordon, July 22nd, 2011
I am often asked by clients what the advantages are to becoming a “Limited Liability Partnership” rather than remaining in a normal partnership.
As a straightforward partnership, of say two partners, each partner is liable in full for all the debts and liabilities of the partnership. If things go badly wrong and one partner just disappears, the remaining partner is left to carry the can in full for all the liabilities of the partnership. Although the remaining partner is generally entitled to a contribution from the other partner, this is not much help if the other partner has disappeared.
A Limited Liability Partnership (“LLP”) is like a company and is a separate legal entity. With a few exceptions, in an LLP, the individual partners are not personally liable for the debts and liabilities of the business. Instead, it is the LLP which is responsible and if the LLP is not able to satisfy its debts and liabilities from its own assets, it can be put it into insolvency. The big advantage is that, generally, each partner’s own personal assets, such as their house, are not at risk as they do not form part of the assets of the LLP.
Whilst there are some relatively minimal additional costs associated with being an LLP, from a tax point of view, each partner is taxed on pretty well the same basis as is the current position. However by becoming an LLP, individual partners may be able to sleep a little better at night.
By David Gordon
Will the Bribery Act put an End to Corporate Hospitality?
by Martin Williams, June 17th, 2011
It’s June and the corporate hospitality season is in full swing as people mix business and pleasure at events like tennis, racing and cricket. But what will happen when the Bribery Act is introduced on July 1: will the party be over?
David Gordon, Head of Business Law at Mayo Wynne Baxter believes the Act will not impact greatly on “normal” corporate hospitality. It will however, require companies to update or introduce anti-bribery policies.
“Under the Act, there will be a new offence of ”failing to prevent bribery“, which means that businesses will need to have policies in place to prevent anyone within the organisation committing bribery to acquire an advantage or business. “In practical terms, taking a good client out to lunch or for a day at the tennis will almost certainly be acceptable. Jetting a potential client off to the Monaco Grand Prix will probably not.”
As the Minister for Justice, Ken Clarke, has indicated, “honest” businesses do not need to be alarmed, but all businesses – large and small – do need written policies to prevent bribery. These policies need to be proportionate to the particular organisation, written clearly and concisely and based on a genuine intention to eliminate the possibility of bribery and corruption in the business.
Generally, company policies should contain information on the procedures employed by the company to prevent bribery, details of risk assessment procedures in place including due diligence and any training that is available to staff. It will then be a question of making all staff aware of the policies and subsequently monitoring and enforcing the policies.
“In short, once the Bribery Act is in force, failure to have anti-bribery policies in place or failure to enforce such policies will lay a business open to the risk of prosecution if bribery or corruption is found to have taken place.”
I think therefore iCloud
by Martin Williams, June 10th, 2011
Apple products are appreciated by more and more individuals and companies worldwide, and their innovative creations just keep coming.
The latest iCloud is an incredibly complex web-based system which permits uses to share information between phones, computers, laptops and tablets. Effectively it is a system which not only stores data from multiple devices, but also backs up that data on Apple servers. It should remove the need for USB sticks and hard drives by replacing that need with a simple internet connection.
As with any new technology dealing with data sharing, the main issue is security in the transmission of data.
The system is in fact a free service and it is said that it is likely to have a huge effect on music piracy – once tried and tested, this in turn might impact on the reviews that are desperately needed in the UK in copyright legislation.
Ask our experts
by David Gordon, May 13th, 2011
I am in a business partnership with 3 others partners and one has mentioned that we might like to consider becoming a “Limited Liability Partnership”. What are the advantages?
As a straightforward partnership, each of you are liable in full for all the debts and liabilities of the partnership. If things go badly wrong and, say, your other partners just disappeared, this could bankrupt you. Although you may seek to get a contribution from your other partners, this is going to be difficult if you cannot find them or they too are bankrupt.
A Limited Liability Partnership (“LLP”) is like a company and is a separate legal entity. In the circumstances, with a few exceptions, the individual partners are not personally liable for the debts and liabilities of the business. Instead, it is the LLP which is responsible and if the LLP is not able to satisfy its debts and liabilities from its own assets, it can be put it into insolvency. The big advantage is that, generally, each partner’s own personal assets, such as their house, are not at risk as they do not form part of the assets of the LLP.
Whilst there are some relatively minimal additional costs associated with being an LLP, from a tax point of view, each of you will be taxed on pretty well the same basis as is the current position. However by becoming an LLP, you may be able to sleep a little better at night.
By David Gordon
Is the Bribery Act 2010 in force yet?
by David Gordon, March 15th, 2011
The short answer is “no” but it’s coming. 
The existing law on bribery is based on statutes dating back to the 19th Century and, having waited over 100 years for reform, it appears that we are going to have to wait a little longer.
Although the Bribery Act 2010 was passed in the last few days of the Labour government, it is still not “in force”. After months of speculation, discussion and heated debate, the Ministry of Justice announced last month that the implementation of the Bribery Act 2010 (which was due to happen in April 2011) is going to be subject to further delays and the coming into force of the Act is now, possibly, going to be as late as the end of 2011.
There appears to be the political will to bring the Bribery Act into force but businesses now have to wait for the Ministry of Justice to issue final guidance on how the Act will be applied and, in particular, what will be “adequate procedures” for businesses to adopt for the purposes of defending any prosecution for “failing to prevent bribery”.
Under the Act, this new offence of “failing to prevent bribery” is said by its detractors to threaten the future of corporate hospitality and the like which, though commonplace across almost every industry, could be seen as a means of securing an advantage from a current or potential client.
Scare stories abound. There was even a lovely tale last month of members of a bowls club in Norfolk being told by their local parish council to stop their traditional Christmas practice of giving supermarket vouchers to groundstaff on the basis that this could amount to bribery.
Ken Clarke, the Minister of Justice, has sought to reassure “honest” businesses that the Act will not result in them having to spend huge sums on new policies etc and that the guidance, when issued, will be “very clear”. However he also added that “there will be no backing down from the principles of the Act at all”.
Once the final guidance is published, businesses will be given a three month “notice period”, prior to the Act coming into force, in order to allow them time to introduce or update their anti-bribery policies.
So what can realistically be expected of the guidance? Is the grim reaper really knocking at corporate hospitality’s door or is it all just media hype, stirred up by business lawyers wanting to make a fast buck by scaring their clients?
I expect that the final guidance will not see the end of normal corporate hospitality. Indeed I hope it doesn’t, as many such events are a valuable marketing tool for all businesses. We may though see some scaling back on expenditure on some of the more lavish events.
In practical terms, taking a client to lunch will almost certainly be acceptable. Jetting them off to the Monaco for a stay in a 5 star Hotel for a week with a view of the Grand Prix and an unlimited supply of gambling chips may not. The problem arises in the large grey area between these two extremes.
The Act will almost certainly be in force by the end of the year, if not before. As Ken Clarke has indicated, “honest” businesses do not need to be alarmed but all businesses (large or small) do need to start getting on with preparing written policies to prevent bribery. These policies may need to be adapted slightly once the final guidance is issued but I doubt it. Such policies need to be proportionate to the particular business, written clearly and concisely and based on a genuine intention to eliminate the possibility of bribery and corruption in the business. It will then be a question of making all staff aware of the policies and, subsequently monitoring and enforcing the policies.
In short, once the Act is in force, failure to have anti-bribery policies in place or failure to enforce such policies will lay a business open to the risk of prosecution if bribery or corruption is found to have taken place. Businesses beware!
£385,000 FINE IN FIRST CORPORATE MANSLAUGHTER PROSECUTION
by David Gordon, February 18th, 2011
The Corporate Manslaughter and Corporate Homicide Act 2007 (the “Act”) came into force in April 2008 but it has taken nearly three years for the first prosecution to come to trial and this has resulted in a very substantial fine being imposed on the Defendant.
On 15 February 2011, a jury at Winchester Crown Court found Cotswold Geotechnical (Holdings) Limited guilty of corporate manslaughter in the first conviction secured under the Act. Two days later, in sentencing, the Court fined Cotswold £385,000.
The case was brought against Cotswold following the death of one of its employees, Alexander Wright, in 2008. Mr Wright was undertaking an investigation into ground conditions at the bottom of a 3.8m trench on a building site. Apparently the walls of the trench were not supported and, unfortunately, one wall collapsed burying and thereby suffocating Mr Wright.
The prosecution successfully claimed that Cotswold’s systems were substantially defective in that they had failed to take all reasonably practicable steps to protect their employee from an unsafe system of work. The Court heard that it was well recognised within the building industry that persons should not enter excavations which were deeper than 1.2m unless the excavations were properly supportive.
The prosecution was based on Section 1 of the Act and, in finding Cotswold guilty, the jury were satisfied that:-
1. Cotswold’s conduct caused Mr Wright’s death and amounted to a gross breach of their duty of care to him, and
2. a substantial reason for this was the way in which Cotswold’s management managed or organised its activities.
When the Act was passed most commentators felt that the Act was principally aimed at larger organisations. The Act was, to an extent, a reaction to large scale railway disasters and the like. However, Cotswold is not a large business and, indeed, had just one director. Consequently the Cotswold case shows that no business can ignore the duty of care that it owes to its employees. It also demonstrates that all businesses (whether large or small) need to concentrate on establishing a health and safety culture which is taken seriously by all within its organisation.
No doubt the Cotswold case will not be the last of its kind and it remains to be seen what level of fine we start to see when larger organisations are prosecuted under the Act. Sentencing guidelines indicate that fines should start at £500,000 for corporate manslaughter and it is only the fact that Cotswold was such a small company that prevented the fine being higher.
As an aside, an additional prosecution for manslaughter was brought against the sole director, Peter Eaton, but the judge declared that he was too ill to stand trial and so only Cotswold have been prosecuted to date.
We all chuckle from time to time about “health and safety” being “red tape, bureaucracy gone mad etc” but this case is a timely reminder to all owners, directors and senior managers that they need to continue to be wary of the employer’s duty of care to its employees and others and, indeed, their own personal exposure to prosecution for manslaughter where death results from a failure to have in place a robust health and safety policy, which, in turn, is adhered to.
Ask the Expert
by David Gordon, February 4th, 2011
Q. My business partner and I have run a small business through a limited company for the last four years. We each own 50% of the shares and get on very well. My business partner has said that we should have a “shareholders’ agreement”. What is a shareholders’ agreement and why do we need one?
A shareholders’ agreement is basically a contract between each of the shareholders which sets out precisely what has been agreed between them. The agreement usually deals with matters such as what each of you will put in by way of time and/or money, what each of you will get out by way of salary and/or dividends and, most importantly, what happens if just one of you dies, falls ill or just wants to retire or sell.
Your business partner is quite right that you should have a shareholders’ agreement. Whilst you agree on everything and remain in good health, you will probably never have cause to look at it.
However, what will happen if you start to disagree, fall ill, want to retire or just want to take the company in different directions? A well-drafted shareholders’ agreement will often provide the answer and protect not only the individual shareholders but also the business.
For more information please call on 01273 223210 or email dgordon@mayowynnebaxter.co.uk.
by David Gordon
Will you be attending our free seminar on Brand Protection?
by Chris Randall, January 22nd, 2010
I’ve been preparing for the next on our schedule of free seminars given by Mayo Wynne Baxter’s Media and Creative Industries Team (MACI). This latest is on Brand Protection and will focus on your business identity, brand and creative output can be some of your most valuable assets.
You may own the building, the stock, the office equipment and know their value, but how do you put a price on your company’s creative or intellectual property copyright? More to the point, how much would it cost if a competitor “borrowed” your innovations, ideas and brands? If you took these away would you still have a business?
We’ve invited Jonathan Hancox, a specialist Patent Attorney at The Patent House, to explain how protections such as trademarks, patent law, copyrights and design rights can be put in place before you launch your idea or product. I will be raising the invaluable issue of what recourse you have, should anyone attempt to infringe your rights.
The seminar commences on Thursday 4th February at the Lighthouse, 28 Kensington Street, Brighton BN1 4AJ from 6.00pm till 8.00pm.
Please join us after the seminar for refreshments, canapés and networking. Spaces at this event are limited, so to secure your place please contact Louise Clasby on lclasby@mayowynnebaxter.co.uk
or call (01273) 477071.
We look forward to seeing you there!
Client Service- the recipe for success
by Chris Randall, November 16th, 2009
A friend of mine had a horrible meal at his usually very good local pub last Sunday – he likened the soup to washing up water (dirty) and the pâté was so runny it dripped rather than spread onto the soggy toast. They didn’t stay for the main courses.
Apart from being disappointed and hungry, he was mortified because he had brought along some foodie friends to whom he had sung this particular pub’s praises. But, the pub had let him down. So he won’t be going back and neither will the friends and they’ll tell all their friends who will tell theirs and so on until…. fast forward six months and there’s the landlord scratching his head over the steady downturn in business never thinking to connect it with that fateful Sunday lunch when the chef had an off day…
I go hot and cold when I hear stories like these because although I know that no professional at Mayo Wynne Baxter would ever serve the legal equivalent of soggy toast, a delayed response or an unreturned phonecall can sometimes cause a client to get up and leave.
This is why we use a Mystery Shopping Service which makes regular checks on the standard of our client service. These audits have made everyone from partners to support staff re-evaluate their customer service skills and I think we’ve all raised our game as a result. It might be Big Brother, but the client is what matters the most.
Outside of Mayo Wynne Baxter, we are endeavouring to champion good customer service by sponsoring the Customer Service category of the Eastbourne Business Awards. There were several excellent contenders for the title (the afore-mentioned pub is not one of them) and the winner was recognised at the swanky awards ceremony on Friday November 6.
Now, I’m off to lunch. Recommendation anyone?
See the full range of Client Services that are available at Mayo Wynne Baxter and talk to our Sussex solicitors today.