Social housing providers will routinely have a number of construction projects underway at any one time. It is essential for client teams to understand and avoid key contract management pitfalls.
“To merge or not merge” that is the question – well it is at least a question that most charities ask at some point in their development as they look to the future and how best to achieve their charitable purposes.
“Mergers” can take many forms: collaborative working, an asset transfer from one charity to another, the creation of a new charity, joining a group of companies as a subsidiary etc. The right format for the merger will depend on the parties involved, the reasons for the merger and the aims of the merger. However, key to every merger are the people. You can never underestimate the importance of communication and relationships. Charities are, after all, made up of individuals who are often passionate about “their” charity. It can become personal when a merger involves a name change, a new logo, a different focus. The success of a merger rarely depends on the legal structure but always depends on the time spent building relationships, communicating, creating a shared ethos, vision and a way of working that respects each charity’s history and USP.
However, (as any good lawyer would say!) there can also be legal challenges on a merger, some of which were highlighted in the Law Commission Report: Technical Issues in Charity law published last year. These challenges include:-
- the legal structure to use: contractual, a new charity, the transfer of assets from one charity to the other’ becoming a subsidiary etc.;
- can a Pre-Merging Declaration be used to transfer a charity’s property;
- whether registering the merger on the Charity Commission’s Register of Mergers will ensure that all legacies left to a closing charity pass to the “merged” charity. (The Law Commission has recommended reforms to the Charities Act 2011 to ensure this is the case, as case law has shown that it will not always be so); and
- what happens to permanent endowment? How will this be held as it cannot become the property of a corporate charity, such as a charitable company? Instead, it has to continue to be held on its permanent endowment trusts, perhaps with the corporate charity becoming the sole trustee. In addition, any sole trustee of permanent endowment property has to have “trust corporation status”. The Law Commission identified the difficulty of obtaining this (it can invoke an application to the Lord Chancellor) and has recommended the process is simplified.
But mergers can, ultimately, lead to new creative ways of working and whilst the journey there might be bumpy the hope is that it will lead to a brighter future for all the charities involved.
If you would like any more information about mergers, please contact Edwina Turner.
A recent case stands as a good reminder to employers to be careful when distinguishing between pensionable employment under a pension scheme’s rules and employment under a contract of employment.
By early morning on 3 May, it was clear that there had been a huge change in the composition of many councils across the country.
Following our new partner announcement, it is with great pleasure that we can announce additional promotions.
Even those of us with zero football knowledge will most likely know of the shenanigans at a Chelsea FC game this season.
The gig economy, the tensions between it, and our more established ways of working are rarely far from the news these days.
The case of Network Rail Infrastructure Ltd v Crawford  EWCA Civil 269 will not win awards for excitement but is useful guidance when dealing with workers’ rest periods under the WTR 1998.
Non-UK nationals will surely be worried about an uncertain future, with much still unclear. These feelings will inevitably accompany people to work, and so employers need to be prepared.
Pension disputes in the LGPS need to be dealt with through the Internal Dispute Resolution Procedure. Join Doug Mullen for a free 45 minute webinar on getting the process right.
We’re delighted to announce that we have once again been ranked fourth in the list of the top legal advisers by number of charity clients in the Top 3000 Charities 2019 directory.
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