Karen, who has worked in the legal profession since 1998 and qualified as a legal executive in 2005,  joins Harrison Drury from Lawson Taylor LLP in East Lancashire where she was head of property.

Prior to this, Karen has worked as a property lawyer for a number of other law firms across Lancashire and the North West.

Owen McKenna, commercial property partner at Harrison Drury, said: “We’ve continued to see an increase in work volumes across the board, including a greater number of property acquisitions and disposals.

“Karen is an experienced lawyer having led the property team at several regional law firms and her drive and commitment to business development has resulted in a network of professional contacts throughout Lancashire. Her appointment will further strengthen the team and ensure we continue to offer great service to our clients.”

Harrison Drury specialises in all aspects of commercial property law, including property acquisitions and disposals, commercial leases, construction law, environmental issues, litigation, planning law, and landlord and tenant disputes.

This is often the first question we are asked when people considering a divorce come to us for legal advice, particularly when that divorce involves business owners and wealthy individuals.

While there are options open to minimise divorce settlements, the best place to start is at the beginning, by considering a pre or post nuptial agreement to set out clearly the financial settlement of any subsequent divorce.

While pre and post nuptial agreements are not yet automatically binding under English law, the courts are increasingly taking them into account in their decision-making process.

Aside from pre and post nuptial agreements, you could consider the repayment of justifiable debts to minimize liquid assets in hand at the time of divorce, or consider possible lump sum payments to a pension fund.

However, a word of warning, what cannot be done is for somebody to divest themselves of assets to minimize a spouse’s claim, for example, the transfer of property to another person, the transfer of funds to someone else, and so on. This could lead to those transactions being set aside and even assets being frozen which could affect the running of any business.

This is a complex legal area and it is recommended that you take appropriate legal advice at an early stage.

For more information on your divorce, or any other family law matter, contact Shena Baron on 01772 258321.

In fact, due diligence is one of the most important steps in any acquisition process, and one which should be undertaken with care and using specialist advice. Once the ink has dried on the sale contract there is very little a buyer can do if he or she then realises they have bought the proverbial ‘pig in a poke’.

The old legal maxim of caveat emptor – let the buyer beware – means that it is the buyer’s responsibility to investigate properly whatever they are buying – there is no onus on the seller to identify potential issues.

Due diligence is a means by which the buyer can investigate a target business or property, or other asset (such as a debt), and determine whether or not there are any potential skeletons in the closet which might cause him to think twice.

As a buyer, the benefits of seeking to identify potential issues and liabilities in this way are that it puts you in a much stronger bargaining position when it comes to contract negotiation. If, for example, you have discovered that the target company is in the middle of a complex legal dispute then you can ensure that appropriate action is taken.

That might be putting appropriate indemnities in the sale contact, seeking a reduction in the purchase price, or if it is of sufficient severity, you may consider withdrawing from the purchase. Remember, you are not committed to completing a purchase until the deal is done and sometimes discretion is the better part of valour.

From a seller’s point of view, there is also merit in undertaking your own pre-sale due diligence exercise prior to taking your business to market. This will allow you identify and remedy any potential issues before a buyer comes along, allowing you to present your business information in the best light and putting you in a stronger bargaining position. Ultimately it will help the sale process to proceed more quickly and smoothly.

There is no way of knowing everything about a business target, but sensible and appropriately targeted investigation will ensure there should be no nasty surprises once you take up the reins.

For more information on buying or selling a business, contact David Filmer on 01772 258321.

The firm has moved from offices in Fleet Street, Preston, to a larger building on the corner of Chapel Street and Winckley Square in the heart of the city’s professional community.

The office sits within a conservation district and is adjoined to Winckley Square’s historic St Wilfrids Presbytery buildings, parts of which were built around 1840.

The Grade II listed building is spread over three floors and gives the firm the additional room it needs to expand.

John Chesworth, managing partner of Harrison Drury, said: “We are incredibly proud of our new office in Preston and are all looking ahead to what is a new and exciting chapter in the firm’s ongoing development.”

Harrison Drury’s new Preston office address is 1a Chapel Street, Winckley Square, Preston, PR1 8BU. The firm also has an office in Garstang, Lancashire.

He will head up the family law team at Harrison Drury’s Preston office in Chapel Street after joining from Napthens Solicitors where he was also a partner.

Damian, who specialises in divorce cases involving business owners and high-net-worth individuals, joins the firm following its move to new offices in Preston city centre.

John Chesworth, managing partner at Harrison Drury, said: “Damian is an enormously respected family lawyer with significant experience in advising those with substantial personal wealth and business assets. His appointment will allow us to further improve our professional and discreet family law service.”

Damian said: “Harrison Drury is an expanding law firm with a very clear vision of where it is going and a good blend of youth and experience. I am looking forward to helping the firm further develop its family law offering.”

Damian completed his legal training with Gowlings solicitors on Lune Street, Preston, before joining Roscoes in 1989. In 1994, he became a partner at Roscoes which merged with Napthens in 2006.

He is a member of Resolution, a group of family lawyers committed to the constructive resolution of family disputes, and is a former member of the Legal Services Commission’s appeal panel.

Harrison Drury has moved from its former offices in Fleet Street, Preston, to larger premises on the corner of Chapel Street and Winckley Square in the heart of the city’s professional quarter. The firm also has an office in Garstang.

Employers need to take note of a change to unfair dismissal laws, coming into effect from April 6 2012, which extends the qualifying service period for employees wanting to bring a claim to two years.

The new regulations will not be applied retrospectively, so employees starting work before April 6 2012 will continue to be able to claim unfair dismissal after only one year’s service.

The Department for Business, Innovation and Skills says the aim of the policy is to reduce red tape and encourage greater recruitment by businesses.

However, employers should be aware that the law change does not give them the right to hire and fire at will, especially as employment claims involving discrimination or where employees’ statutory employment rights have been breached, still require no qualifying service at all.

To avoid the risk of financially damaging employment claims, businesses need to continue to follow employment laws to the letter. This means ensuring there is a fair reason for dismissing any employee, following the correct procedure for dismissals, and not dismissing an employee for an automatically unfair reason.

In light of the above changes, it would be wise to review your dismissal procedures giving particular consideration to any timeframes that may be written into employment contracts, such the length of employee probationary periods.

For more information on unfair dismissal, or any other employment law issue, contact Roger Spence on 01772 258321.

The firm will move at the end of March from its current offices in Fleet Street, Preston, to larger premises on the corner of Chapel Street and Winckley Square.

The offices sit within a conservation district and are adjoined to Winckley Square’s historic St Wilfrids Presbytery buildings, parts of which were built around 1840.

The Grade II listed building is spread over three floors and gives the firm the additional room it needs to expand.

John Chesworth, managing partner of Harrison Drury, said: “The firm has progressed steadily over the last five years and this move to larger office premises allows us to maintain our growth strategy. Though we’re only moving a short distance, our new office on the corner of Winckley Square also puts us at the heart of Preston’s professional services community.

Last year, Harrison Drury, which also has an office in Garstang, Lancashire, increased fee income by 15 per cent on the same period in 2010 and was bolstered by growth in deals activity for its mergers and acquisitions team.

The firm has also been buoyed by its 2011 launch of HD Anytime, a fixed-price legal service for businesses which offers access to a full range of commercial law services for a fixed monthly fee.

John Chesworth added: “As a firm, we’ve continued to demonstrate an innovative approach, finding ways to offer a proactive value-for-money legal service to our clients. We’re operating in a rapidly changing legal landscape where we must continue to innovate to stay ahead and our forthcoming office move signals our intent to do this.”

Harrison Drury, which can trace its history back to 1901, has occupied its current premises in Fleet Street since 1960 and before this was based in nearby Lune Street.

The firm offers a range of legal services to businesses and individuals, including commercial property services, commercial dispute resolution, business protection, mergers and acquisitions, employment law, family law and wills and probate.

County Insurance NW Ltd has been set up to act as an acquisitions division of County Insurance Group, the personal and business insurance brokers, and is looking to buy up two new insurance brokerages per year over the next five years.  

Through the subsidiary, County Insurance Group aims to build up a regional branch network of insurance brokers taking current premium income from around £20m up to £60m in the same period.

County Insurance Group, which has offices in Crewe, Southport and Chorley, is also looking to establish a separate underwriting group to write a portion of the business from its retail insurance operations as part of the growth strategy.

County Insurance NW Ltd has instructed Harrison Drury’s mergers and acquisitions team to advise on fundraising, due diligence and legal advice for the acquisitions.

Alastair Christopherson, managing director of County Insurance NW Ltd, said: “Our market research shows us that many brokers are looking at an exit within the next few years. We plan to take advantage of market conditions to build an independent broking group that can expand rapidly in the region over the next five years, and our acquisitions strategy is a major part of this growth plan.”

David Filmer, head of mergers and acquisitions at Harrison Drury, said: “The insurance broking market is going through a period of huge change due to an aging broking population, consolidation of insurers and increasing regulation. County Insurance NW Ltd has a deep understanding of the market and a focused acquisitions strategy and we’re excited by the prospect of helping the firm to achieve its growth plan.”

County Insurance Group, which employs 70 staff across three offices, provides a full suite of insurance services to private individuals and businesses, including individual and fleet vehicle insurance, public liability, indemnity, shop and commercial property insurance.

With more and more businesses feeling the pinch in tricky economic times, companies are increasingly looking at ways of restructuring. One of the more controversial options in recent years has been so-called pre-packaged administrations, or ‘pre-packs’.

A pre-pack effectively entails a company being put into administration, and then its business or assets being sold very shortly thereafter pursuant to a pre-arranged deal. Recent examples include well known high street names such as Bonmarche, Blacks and La Senza

Benefits of pre-pack administrations

- Pre-packs are a quick, and relatively painless, way of rescuing an insolvent company. This in turn keeps insolvency costs to a minimum.

- Continuity of business – the operation of the business usually continues without much, if any, interruption, helping to preserve any goodwill and value in the business.

- Job preservation – a continuance of the business helps minimise job losses, and ensure that key contracts are likely to be retained, giving the business a greater chance to recover.

Criticisms of pre-pack administrations

- They can be carried out with a lack of notice to unsecured creditors (secured creditors must be consent to the sale).

- By the same token they do not maximise returns for unsecured creditors. This is because it is difficult for the proposed administrator to test the market fully for the best deal as the risk of the company’s financial difficulties being leaked could destroy the value of the business.

- There is a similarity to ‘phoenix companies’, particularly where the existing management team purchases the business and assets, leaving behind the liabilities. As such there can be a suggestion of asset stripping.

Affected creditors often feel that they have lost out in such circumstances. However, creditors ought not realistically to expect to get their money back from an insolvent company.

Notwithstanding some of the criticisms, the courts have repeatedly upheld the legality of pre-packs as a method of rescuing businesses.

The coalition government, too, have recently spent time looking into pre-packs, and have indicated that they do not see a need to change the rules, with a minister commenting ”pre-pack sales can offer a flexible and speedy means of business rescue and when used appropriately can be the best way of maximising returns for creditors”.

For more information on pre-pack administrations, or any other mergers and acquisitions issue, contact David Filmer on 01772 258321.

Last year I posted a blog that highlighted the importance of ensuring terms and conditions are properly drafted to minimise the risk of contract disputes arising over the interpretation of such clauses at a later date.

This is a scenario all businesses could well do without in the current economic climate, particularly as the Supreme Court recently provided some clarification on how it would interpret such clauses.

The case of ‘Rainy Sky S.A. & Ors v Kookmin Bank’ confirms that where language used in a contract has more than one potential meaning, the courts are to adopt what it considers to be the construction most consistent with business common sense.

The case involved a dispute over whether a clause in a contract to finance the purchase of a ship, which required the defendant bank to repay pre-delivery instalments to the claimant purchaser, applied in the event of the insolvency of the shipbuilder.

Lord Clarke concluded that the court’s task was to determine what a reasonable person, who had all of the background knowledge reasonably available to the parties at the relevant time, would have understood the parties to have meant by the words they used.

The Supreme Court held that a construction which excluded the shipbuilder’s insolvency from situations that could trigger the bank’s refund obligations would make no commercial sense as it was a scenario that the claimant would have expected to be protected against.

While this was good news for the claimant in this case, it would be dangerous to rely on what the court may regard as business common sense in a given set of circumstances.

The only way to ensure that contracts are interpreted with certainty is to adopt clear and unambiguous wording at the drafting stage and to leave nothing to chance when negotiating terms.

For further information on dispute resolution issues, please contact Colin Fenny on 01772 258321.