13Mar

The Law and Practical Issues involved in setting up a Limited Company

(Intermediate)

Theme: Setting up and managing a company

13 March 2018, 9.30am registration (9.45am start) – 1.00pm (followed by lunch) Freeths Nottingham, (with Video Conferencing Equipment to Freeths offices in Leicester, Birmingham, Manchester, London and Sheffield)

Please note we offer the option to attend this course via video conference at another of our offices to make it accessible to as many EM Lawshare members as possible. We do our best to deliver the best experience we can with the technology we have, but inevitably it may not be as effective as attending the course in person. We always appreciate your feedback and make improvements if we can.

Presented by Sharpe Pritchard and Freeths

Course overview

Suitable audience:

Lawyers and other officers involved in setting up limited companies and other corporate vehicles for a wide variety of purposes

Overview:

An interactive session that will cover a wide range of issues relating to local authority use of limited companies and other commercial delivery structures, including:

• Where might a limited company/corporate vehicle be used e.g. trading activity, development joint ventures, Teckal companies.
• Setting up a limited company: legal and practical considerations from the local authority perspective
• Procurement and State aid considerations
• Board governance and decision-making, balancing directors’ duties with duties to the local authority

Topics to be covered include:

• When might a corporate vehicle be needed?

• Objectives and Justification for the use of a joint venture structure

• JV structures-LLP v Limited Company, Charitable Structures:
– Issues related to Teckal Status;
– Content of Partner/ Members Agreement including Reserved Matters

• Client function interface
– Directors-duties and role/conflicts of interest -Members or Officers?
– Reporting structures, internally and to the Authority
– FOI duties
– Employee issues: retention issues e.g. bonuses and share options; TUPE verses secondment; LGPS membership verses alternative pension provision
– Issues related to transfer of assets including S123 Local Government Act 1972 duties and security issues
– funding/guarantees. Loan issues, when will the JV company be subject to the State Aid regime following the Sky Blue case?

• What do you do when it all goes wrong, how do you unwind the arrangement or it comes to a natural end- data/share transfers?

• Experiential workshop on Corporate Governance (jointly with Sheffield CC)

Interactive elements

There will be an afternoon workshop session where we will discuss a wide range of topics, but focussing in particular on board governance matters e.g. directors’ duties and how they work with an officer/elected member’s duties to the local authority

Duration: Half a day (3 training hours) including lunch

Competencies

This course will cover:

A Ethics professionalism and judgement

B Technical legal practice

B4 Draft documents

B6 Negotiation

C Working with other people

C1 Communicate clearly and effectively

D Managing themselves and their own work

Presenter profiles:

Peter Collins from Sharpe Pritchard advises both public and private sector clients on a wide range of company law issues. He has particular experience in advising local authorities on establishing limited companies and other tailored commercial delivery structures, including joint ventures. Peter also has a broad corporate finance practice and advises clients on company acquisitions and disposals, private equity transactions, fundraisings and group reorganisations.

Nathan Holden leads Freeths’ local government practice and has over 20 years experience of acting and advising local authorities. Nathan has particular experience of advising local authorities on setting companies for trading purposes having been instrumental in setting up two early pioneers in this arena: Hoople Ltd, (Herefordshire Council) and ARP Trading Limited, a joint venture Revenues and Benefits trading company established by Forest Heath and Breckland District Councils.

Stephen Pearson is a partner in the Commercial department of Freeths specialising in matters for Public bodies including Procurement, State Aid and negotiation of complex corporate JV arrangements. He has set up several multi-authority JV Companies including “Place Partnership” in Worcestershire and “Arc Property Services” in Nottinghamshire. He has also created Public/Private Development JVs in Cumbria, Cambridge, Derbyshire and Tyneside and gives extensive advice on associated corporate governance and State Aid issues.

Please note, EM LawShare events are only open to existing members. Click here to learn more about becoming a member.

If you would like to send a list of registrants, please email Julie.Scheller@freeths.co.uk.