JULIE MOGAN loves a challenge – and that’s why she and her colleagues at DTM Legal have successfully grown their young legal practice in the teeth of the global downturn.

Chester-based DTM was founded in 2008, doubled in size within a year, and has kept growing ever since with the opening of a Merseyside office.

Just this week, the practice announced it had advised on a deal that will result in a state-of-the-art 50,000 sq ft healthcare facility.

DTM acted for Castlemead Group on the deal which will see a 63-bed nursing home and 14 assisted living units developed in Bradford-on-Avon, Wiltshire.It previously advised Castlemead on an 88-bed care home it is developing for Coverage Care in Shropshire.

Ms Mogan, one of DTM’s founding partners, says she is proud the practice has been so successful despite the tough economic climate.

“As with all businesses, and for our clients, it’s been a challenge,” said Ms Mogan.“But we do love a challenge. We just have to find different ways of doing things.

“We’re talking to our clients about what they want. We’re doing a lot of fixed fee work. The days of lawyers being able to charge hourly rates for all kinds of work are now gone.

“If you speak to a lot of corporate lawyers they’ll say there’s no deals about. In fact there are deals about, but the banks aren’t funding them. They’re self-funding.

“People will always need to buy and sell companies or take leases. But instead of going to a bank, lots of people are funding it themselves.

“There are a lot of businesses doing well, but they don’t promote themselves.”

DTM, based near Chester railway station, was launched at Chester Racecourse in late 2008 by Ms Mogan and a group of staff from Walker Smith Way. The amicable split meant DTM could focus purely on commercial work.

Ms Mogan said: “Myself and others decided to put our heads together and form a purely commercial practice in Chester, because we felt it needed it.

“So 19 of us left to form DTM. We doubled in size within 12 months.

“There’s about 40 of us now. The strategy is to double in size again over the next five years by attracting good people to the organisation and keeping the good people we already have.

“We mainly target the SME market. We do have some national clients – we work for Travis Perkins and do some local work for Scottish Power – but locally we are pitching ourselves to high-end SMEs.”

DTM’s Chester office is popular with Wirral firms, but serves clients as far afield as North Wales and Shropshire.

Last year, DTM Legal decided to open a Merseyside office in St Helens. The practice is now picking up business from companies who would earlier have sent their work to Manchester or Liverpool.

Ms Mogan said: “We’ve always had an interest in Merseyside. I’m a Liverpool girl. That office now serves Runcorn, Warrington, Wigan and St Helens itself.

“It’s growing, and we’re looking to grow it further.

“We’ve taken a three-year lease there, and we’re looking to continue to build relationships there.”

Last year, Ms Mogan was elected as the first female chairman of Chester Business Club. The club supports local charities and regularly holds business networking events.

She said: “I’ve been involved with the club for about 10 years. It was an honour to be asked to chair it.

“I love this role. It gives profile to me and my business, but I’m very interested in Cheshire and what happens here. And it gives me the opportunity to speak up for club members.”

Ms Mogan says Cheshire people and businesses need to be more proactive in promoting what the county has to offer.

She said: “It’s very positive in Cheshire. But there’s room for more.

“We want more investment, and we want to compete with other regions.

“We do have stuff to shout about. We need to get better at shouting.

“Chester as a city needs to shout a bit louder about what it has here. The business community should shout about why Chester is a good place to bring your business or to start in business.”

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The North West law firm acted for Castlemead Group on the deal which will see a 63-bed nursing home and 14 assisted living units developed in Bradford on Avon, Wiltshire.

The £9million development will include a home that provides nursing and dementia care for residents and will be operated by Porthaven Care Homes, together with the assisted living units will be developed for retirement housing specialist Beechcroft.

Work is due to begin on the site – formerly Berryfield House Hospital – later this month with completion scheduled for the summer of 2013.

Castlemead Group has taken a 999-year lease on the site from Berryfield House Regeneration Company.

Richard Shackleton, Managing Director of Castlemead Group, said: “We are delighted to have completed on this important deal which will provide a much needed healthcare facility for people suffering with dementia. With more than one million additional people expected to be diagnosed by 2051, it is vital that the very best facilities are available for those suffering from the condition.

“The Bradford on Avon deal is part of a wider strategy involving an extensive programme of new build care facilities across the UK.”

Thomas Pearson, Partner and Head of Property with DTM Legal, said: “Castlemead Group is developing modern healthcare facilities to meet the needs of an ageing population and the completion of the Bradford on Avon deal is a significant milestone for the organisation.

“We look forward to helping Castlemead deliver similar projects in other parts of the country over the coming months.”

DTM Legal has previously advised Castlemead on an 88-bed care home it is developing for Coverage Care in Oswestry, Shropshire, which is also due for completion next year.

Castlemead Group was founded in 1994 and sources, designs, funds and contracts innovative residential, primary healthcare and nursing home developments in the UK.

DTM Legal is a leading commercial law firm with offices in Cheshire and Merseyside. The firm is active in a number of sectors including healthcare, education, retail and leisure, construction and development, agriculture, manufacturing and renewable energy.

Chester commercial law firm DTM Legal has advised Northwich-based engineering group Cygnet on its purchase of a brownfield regeneration plot.

The deal for a 4-acre site on the former Cheshire Salt Works, in Wincham, will enable Cygnet to create a £6m design, assembly and machinery testing facility and new company headquarters.

The plot, which surrounds Cygnet Group’s current head office, was bought for £800,000 from Stockport-based Chantry Developments with funding from the Royal Bank of Scotland.

DTM Legal consultant Matthew Robinson said: “Finding existing stock with the right set-up is extremely challenging in a weak commercial property market.

“Cygnet Group’s only workable option was to develop the space themselves and in doing so create a valuable asset for British engineering in the North West.

“This was a unique property instruction for DTM Legal and we are looking forward to working with Cygnet during the development phase.”

We are members of the Schools Law & Citizenship Web, an imaginative scheme which brings teachers and lawyers together to introduce young people to the legal system and other important aspects of citizenship.

 The project uses current news stories to bring topics to life in the classroom.

 The recent ruling of the International Criminal Court in The Hague that African warlord Thomas Lubanga was guilty of using child soldiers, some as young as nine, in a brutal conflict in the Democratic Republic of Congo, focused the eyes of the world on this desperate  and widespread problem.

 Shortly after the verdict, primary and secondary schools were supplied with classroom worksheets which examined the issue of child soldiers in an appropriate and sensitive manner.

 Like all Schools Law Web materials, the worksheets were produced by practising classroom teachers.

DTM Legal  are very pleased to be part of such a practical project that helps our schools make young people more aware of important issues such as this, as well as the role the law can play when things go wrong in society.

 Anyone who wishes to view the weekly news lessons distributed to schools in our area can do so by following the link below:

www.schoolslawweb.co.uk   >  News Lessons

 Further information is available from the Project Director, Patrick Gaffney, at:schoolslawweb@gmail.com

The firm, which has offices in Cheshire and Merseyside, is sponsoring Professor Alexis McLean in her role as Chair of International and Business Development.

Professor McLean has the task of developing the profile of the university abroad, with a particular focus on Asia.

She was previously Dean at Glyndwr University where she was responsible for helping to set up the University’s first overseas franchise in Singapore.

Anna Duffy, a Partner with DTM Legal, said: “We are delighted to be able to sponsor Alexis in her new role. She will be looking to create new commercial partnerships for the University with international clients within industry, commerce and the professional services.

“It is a perfect fit with DTM Legal as an important part of our own business strategy is to grow the work we do on behalf of international clients and business partners.

“Together we will be working hard to promote and increase the commercial and business relationship networks between the Chester business community and international and UK companies.

“As our relationships grow, we will also be able to recommend partner law firms in Asia to our own client base if they are looking to export internationally.”

Professor McLean has just returned from her first trip to Kuala Lumpur Malaysia in her position as DTM Chair of International and Business Development.

Professor McLean said: “DTM’s outstanding professional success made the firm the obvious choice to be sponsor and the University is excited by the potential for our partnership in developing new commercial opportunities overseas, and particularly in Asia.

“The Government is keen for businesses in the UK to export, but some companies are nervous in doing so in the absence of trusted contacts. With Asia’s economy booming, this is a fantastic opportunity for the University, DTM Legal and companies within the UK.”

DTM Legal have been involved in providing advice within the education sector for a long time and the opportunity to actively participate in the sector was too good an opportunity to miss.

Tom Sutcliffe, a Partner and Head of DTM’s St Helens office, confirmed he and his colleagues strongly support the aims of the initiative because it not only introduces pupils to the legal system, but also reminds young people that laws bring responsibilities as well as rights.

He added, “We are very pleased to support schools and colleges in St Helens by funding this imaginative programme. We hope the weekly citizenship materials will prove very useful to busy teachers over the coming year.”

“It is very important that pupils are encouraged to become active citizens when they leave school and we believe the St Helens Law & Citizenship Web can provide valuable help to local teachers in this respect.”

IVAs are a formal insolvency procedure applicable to individuals under the Insolvency Act 1986.  IVAs are an alternative to bankruptcy which has more severe and limiting consequences for a debtor than an IVA.  In theory, IVAs should also offer a better final return for creditors of the individual who has the financial difficulties. The main reasons for a more advantageous financial outcome are primarily as follows:-

1. No Secretary of State Fees apply to assets realised in an IVA whereas they do in Bankruptcy.  Up to 15% of the value of assets realised is paid to the Government in Bankruptcy cases.
2. The professional fees of a Supervisor in an IVA (a Supervisor is the person who monitors the operation of the IVA and must be a Licensed Insolvency Practitioner) should be less than the professional fees of a Trustee in Bankruptcy.  The main reason for this being the less stringent regulatory requirements applied to an IVA as opposed to Bankruptcy.
3. An IVA will ordinarily allow more time for assets to be realised as opposed to the forced sale situation in a Bankruptcy and/or allow for income to be utilised to pay to creditors for a longer period than Bankruptcy (the maximum period for which income can be recovered in a Bankruptcy is three years).
4. For situations involving certain professions e.g. solicitors, the IVA will allow continued trading facilitating income generation which is not possible in a Bankruptcy.

A debtor can put an IVA proposal before his creditors and all creditors are entitled to vote on whether they wish to approve the IVA, reject the IVA or approve the IVA with certain modifications.  If 75% in value of the debtor’s creditors vote to approve the IVA then it is binding on all creditors, even those who voted against it.  If approved, the IVA will be put into effect and a Supervisor will monitor the IVA for its duration and report to creditors on progress.

Obviously, the question for all creditors is whether or not to vote to approve an IVA proposal in respect of a debtor.  There are many considerations when deciding on this.  Some general ones are as follows:-

1. Has the debtor made full disclosure of their financial circumstances?

In an IVA proposal a creditor is entirely reliant upon the honesty of the debtor.  There is no formal investigation of his financial affairs and, if the debtor is prepared to be dishonest, then assets can be hidden.  It is a criminal offence to make any false representation for the purpose of obtaining the approval of creditors to an IVA proposal but that does not mean it does not happen!  In Bankruptcy there is a duty on the Trustee in Bankruptcy to investigate the Bankrupt’s financial affairs and the Trustee in Bankruptcy has statutory powers to do this.

2. Will the outcome of an IVA actually be better than Bankruptcy?

Assuming all assets are disclosed by the debtor, this is largely a judgment call.  Whilst it is the debtor who is supposed to put the IVA proposal together, invariably these days the debtor will be assisted by an Insolvency Practitioner in putting the proposal together and preparing the comparison between the outcome in the proposed IVA and in Bankruptcy.  Where valuations for assets are given then one should look for supporting valuation evidence to assist in determining the accuracy of such information.  Consideration should also be given to any assets that are excluded from the IVA.  Many debtors will put forward an IVA proposal so as to preserve the family home and therefore may specifically exclude that property from the IVA despite them having a financial interest in the property.

3. How quickly will the IVA be concluded?

Speed of return is an important factor to consider.  Bankruptcies are notoriously slow for returning a dividend.  Where a family home is concerned the Trustee has to wait a year from their appointment before even commencing proceedings to seek an Order for Possession and Sale of the family home.  Where an IVA proposal involves the sale of property then careful consideration should be given to the mechanisms given for avoiding delay and look for price reduction points where properties have not sold for a period of time e.g. if a property has not sold within nine months the asking price should be reduced by, say,10%.

4. Has the debtor transferred assets out of their ownership previously or paid some creditors and not others?

These types of transactions can be investigated by a Trustee in Bankruptcy and potentially overturned, dependent on timing and circumstances.  However, they will not be investigated by the Supervisor of an IVA who has no power to do so.

If it is felt that an IVA proposal does not quite attain what you want from the debtor but you feel there are other assets to be introduced or income contributions could be increased, then it is worthwhile getting in touch with the Nominee (the person appointed to organise the IVA proposal and the meeting of creditors) and see what scope there is for introducing modifications to the IVA to help achieve what it is you require.  Indeed, it may be worth canvassing other creditors to get their support for such modifications since if you can gather together more than 25% in value of the creditors then you have the power to block the IVA proposal unless your modifications are agreed to by the debtor.

The whole rationale of the Insolvency system in England and Wales is for creditors to be treated equally and therefore if there are any material irregularities where an IVA proposal has been approved then creditors have 28 days in which to apply to the Court to challenge the decision of the creditors’ meeting.

The rights of secured creditors are preserved and cannot be affected by an IVA proposal.

As a creditor one should also look for default provisions within the IVA proposal.  If the debtor does not honour his obligations once an IVA proposal has been approved then there should ordinarily be a mechanism within the proposal for attempting to rectify that default and/or terminating the IVA and, as is often the case, requiring the Supervisor to petition for the debtor’s bankruptcy as a result of the default.  Some IVA proposals will actually insist that the first sums realised in the IVA are set aside for the purpose of petitioning for Bankruptcy should there be subsequent default.

Richard Thomas is a Partner at DTM Legal and a Licensed Insolvency Practitioner and has considerable experience of advising on all aspects of insolvency and related issues. Richard can be contacted at richard.thomas@dtmlegal.com or on 01244 354801.

The Denbighshire town, which has a population of around 3,400 people was given the honour alongside Chelmsford, Essex and Perth, Scotland.

Wrexham had also bid for city status as part of the competition but was unsuccessful.

The bid document presented by St Asaph Town Council highlighted how the town was the only ancient cathedral diocese in England and Wales (pre reformation) never awarded city status. It also showed how it is now at the forefront of technology with its cutting edge business park.

Richard Thomas, Chamber Vice Chair for North Wales and Partner at DTM Legal, said: “On behalf of everyone at the Chamber we’d like to offer our sincere congratulations to St Asaph, the town council and most importantly the residents on being awarded city status; from prior to the reformation is an awfully long time to wait!

 “St Asaph is building its reputation as a hub for growth and technology thanks to facilities like the OpTIC Technium business incubation centre and this honour will continue to strengthen that.

“May I also take this opportunity to offer the Chamber’s commiserations to Wrexham for missing out on city status on this occasion despite their very deserving bid.”

Charles Owen, a top international brand selling riding helmets and other horse riding equipment all over the world from its headquarters in Wrexham, has acquired Airowear, suppliers of equestrian body protectors throughout Europe, Asia and Australia.

Roy Burek, managing director of Charles Owen, said “We are very excited to have brought together two of the UK’s most recognisable equestrian brands which will enable us to reach new markets and develop the industry’s next generation of world leading and technologically advanced designs.”

Airowear, which employs 20 people at its base in Northumberland, currently exports 50% of its products and maintains significant footholds in Scandinavia and Germany as well as having distributors further afield in Japan and Australia. Charles Owen plans to expand the export of Airowear products into other markets including the US, where it is a major player.

Ed Barnes, Head of Corporate at DTM Legal, who acted for Charles Owen on the deal, added “We have acted for Charles Owen for a number of years now. The business is a real success story in the region and it we are pleased to have played a part in the latest stage if it’s international development.”

Who are you negotiating with?

Does the other party have the authority to negotiate and on whose behalf are they negotiating?

Are negotiations to be confidential?

Get the other party to sign a confidentiality agreement (also known as a non-disclosure agreement or NDA)  before starting negotiations. This should be signed before giving away business sensitive information and should explain that the information given:

• Is confidential.
• Should only be used for a stated purpose.
• Should be returned or destroyed if the deal doesn’t go ahead.

Are you handing over business sensitive information?

• If so, take legal advice. It can be unlawful to hand over certain types of information, such as personal data about customers or employees.
• Does the other party actually need the information or are they simply on a fishing expedition?

Don’t offer or accept bribes or inducements

The Bribery Act 2010 came into force on 1 July 2011 and prohibits:

• Bribing another person.
• Being bribed.
• Bribing a foreign public official.
• Failing to prevent bribery.

The penalties for committing an offence can be very significant – the new corporate offence of failing to prevent bribery is punishable on indictment by an unlimited fine.

Pre-contractual agreements

• If you are negotiating big or complex deals, you may be asked to sign a heads of terms or a memorandum of understanding.
• Take legal advice before signing any pre-contractual agreement. Even it is not meant to be legally binding, it may create legal obligations and also moral obligations which can weaken your negotiating position.

Don’t enter into a contract by mistake

• A contract doesn’t need to be signed and in writing to be binding – you can enter into a binding contract over the phone or by e-mail provided key terms are agreed.
• To help clarify that you are still in negotiations, mark all correspondence “subject to contract” or “not legally binding”.

More information

DTM Legal provide commercial legal solutions for businesses. If you have any questions about the content of this article, please contact Edward Barnes on 01244 354800 or at edward.barnes@dtmlegal.com.