Our corporate and governance expertise is extensive having provided such advice for over 100 years, including 50 years’ direct experience advising in the social housing sector. We have a dedicated team of 16 non-contentious corporate and governance lawyers, who are supported by a range of other fee earners from across the business including dispute resolution specialists.
We advise on a full range of governance issues including constitutional matters, group structures, mergers, acquisitions and disposals, intra-group arrangements, governance policies and procedures (including Codes of Conduct, Standing Order, Probity Policies etc.), vires and powers, regulatory requirements, outsourcing services and bringing services in-house and contractual issues.
We also have a dedicated Information Governance team that covers all aspects of safeguarding, data management, protection and security. We have created the first Data Action Network, supported by the Information Commissioner Office, which provides housing providers with access to knowledge, legal advice and risk based support in relation to data protection and security matters.
By way of example, we provide below just a snap shot of our recent work in these areas:
- Advised a national care charity in relation to vires issues leading to the re-negotiation of a suite of complex multi-partite contractual documents relating to the provision of supported residential development schemes;
- Undertaking a wholesale review of a registered provider’s constitutional and governance documents including drafting a revised constitution, Code of Conduct, Anti-Bribery Policy and Standing Orders;
- Advising a charity client in relation to a membership dispute including advising on company and charity law requirements and resolving a defamation claim by securing a public apology, the removal of defamatory statements and a goodwill payment.
- Advising a housing registered society on amendments to its Rules, including a change of name, and securing FCA registration;
- Advising on intra-group arrangements for numerous housing sector clients including drafting agreements for governance arrangements, parental step-in rights, services and funding;
- Advising on the interpretation of a charitable company’s Articles, Rules and Code of Conduct in relation to the removal of a director/trustee;
- We regularly advise on constitutional amendments and are currently providing advice to 18 clients in this regard.
- Currently advising on eight charitable conversions for clients (including charitable companies and charitable incorporated organisations. We’ve also advised on incorporating Trusts and charitable registered societies across a variety of sectors, including for registered providers;
- Advised on the merger of two housing groups which both included registered providers, charities and commercial entities;
- Advised a London based registered provider in relation to bringing its grounds maintenance and repairs services in-house;
- Advising a charitable registered provider in relation to setting up a social enterprise through which to run, and outsource, its grounds maintenance services;
- Advising a variety of clients in relation to incorporation structures including companies, registered societies, charities (both incorporated and unincorporated), charitable incorporated organisations, social enterprises and community interest companies.
- Advised on the collaboration of a number of registered providers and care charities in relation to securing floating support contracts with Local Authorities;
- Advising on the accession of a housing registered society into a housing group structure;
- Advising on the dissolution and winding up of a number of charities and companies, including where the assets are being transferred to another entity.
- Advised a national charity in relation to a Charity Commission informal investigation, including reviewing governance arrangements, responding to the Commission’s queries, revising delegated authorities, updating governance policies (including Code of Conduct, Financial Controls, Conflict of Interest etc.) the provision of training and putting in place an action plan;
- Advising a housing provider on its registration with the Homes and Communities Agency;
- Advised a charitable registered provider in relation to State Aid issues arising its bid for government funding regarding an Employer Ownership Pilot.
- Advised on the sale, by a specialist care provider, of part of its business to a registered provider including extensive negotiation with the CQC and advising on vires and obtaining consent from the Charity Commission in relation to releasing permanent endowment land;
- Advised a charity trustee in relation to accusations of fraud, including securing the withdrawal of criminal proceedings and a Charity Commission investigation;
- Advising numerous clients, in both the housing and agricultural sectors, in relation to registration with the FCA as a registered society and the on-going requirements;
- Provision of a long term information governance trusted advisor and organisation development training service to a variety of registered providers across the country;
- regularly liaise with Regulators on a variety of issues from obtaining consents, to securing registration, including the HCA, Companies House, the Charity Commission, FCA, HMRC, CQC, ICO and Ofsted