Michelmores’ Corporate team has advised the leading Cerebral Palsy charity, Paces Sheffield on its bond offer which is currently being promoted by Triodos Bank and was launched on their crowdfunding website in June. Investors are invited to support the specialist school which offers life-changing skills for children with Cerebral Palsy and other neurological motor disorders. The bond offer will raise capital to support the charity’s ambitious growth plans including a new premises which will enable the school to increase its capacity by 75%.

The team has also advised Mama Bamboo on its EIS share offer, likewise listed on Triodos’ website. Mama Bamboo’s award winning sustainable baby products are made using 100% compostable bamboo fibre and the company is the only UK nappy brand to be B-Corp certified. The company aims to raise over £500,000 to support the marketing and technology required to accelerate sales growth. As an early stage and growth company, Mama Bamboo’s share offer qualifies under the EIS tax relief scheme, as assured by HMRC in May.

Corporate partner, Alexandra Watson led the Michelmores team with support from Adam Quint and Jess Hopkins.

Alex said:  ‘It was a pleasure to support both Paces Sheffield and Mama Bamboo to bring their investment opportunities to market on the Triodos website. The response from investors has already been positive and we look forward to continuing to monitor the individual offers and seeing the progress made in the corresponding growth plans.’

The valuation of rural mast sites under the Electronic Communications Code (“New Code”) has been under the spotlight again with a new decision from the Upper Tribunal in the case of ON Tower UK Limited v JH & FW Green Limited [2020].

The site in question was let on a contracted out 1954 Act lease with provisions which allowed the operator to share and upgrade the site, subject to “payaway” terms to the landlord.

The landlord accepted that the operator had the right to a New Code agreement but the issues in contention were:

• What equipment can the operator install;
• Should the operator’s right to upgrade equipment be limited;
• Should the operator’s right to share the site be limited; and
• What is the correct rent taking these 3 issues into account.

Equipment

The operator wanted freedom to add equipment to the site, whereas the landlord wanted to maintain the status quo, having taken a careful inventory of current equipment.

The landlord was willing to allow sharing and upgrading, but only on a strict interpretation of para 17 of the New Code, so that the changes had to have a minimal adverse impact on the visual setting and impose no additional burden on the landowner (burden meaning an additional adverse effect on enjoyment of the land or loss, damage or expense).

However, these New Code rights only form the statutory skeleton for the agreement between the parties. They are restricted rights and if any meat was to be added to these bones it had to be by way of negotiation or direction of the Upper Tribunal.

The operator’s position was that they were in the business of providing the infrastructure for broadband and mobile phone connections. Upgrading and sharing without limitation was essential, because technology and the market were moving quickly and unpredictably. This concern was exacerbated by the Court of Appeal’s decision in Compton Beauchamp[1] where it ruled that an operator cannot go back to the Tribunal for additional rights once an agreement is imposed.

The landlord had obvious concerns about the roll out of 5G, which requires larger and noisier equipment. Given the operator’s desire to go beyond the basic statutory right, the Tribunal had to consider the evidence from both parties.

The operator acknowledged that the 5G roll out would require a new mast, but argued that the South Downs National Park status of the site would act as a sufficient control.  The landlord stated its concerns about additional traffic, security risks, disturbance, visual appearance and radiation.

The Tribunal had to engage in a balancing exercise to determine the terms of the agreement. Under the New Code it may (not “must”) grant a New Code right, providing that the relevant conditions were met. These conditions are set out in paragraph 21 and are that the prejudice caused to the landlord must be able to be compensated by money and be outweighed by the public benefit that will ensue from the grant of the right. Further, New Code rights are not absolute and may be the subject of terms to ensure that the “least possible loss and damage is caused by the exercise of the code right.”

In exercising this discretion the Tribunal were not convinced that the site’s appearance would change drastically with the upgrade to 5G given its small size (70 sq ft), although acknowledged the other concerns of the landlord were relevant, albeit exaggerated. In any event, disturbance, noise and access issues were addressed in the proposed new lease, so any breach would entitle the landlord to damages or, where necessary, injunctive relief. The Tribunal did not, therefore, see a need to modify the rights to cause the least possible damage to the landowner arising from the grant of upgrading rights, which go beyond the basic terms of paragraph 17.

Site sharing

The Tribunal then had to consider the right to share the site.  This could not be done on the same basis, as sharing is not a New Code right; the Tribunal has discretion to grant a right to share on such terms as are appropriate to ensure that the least possible loss and damage is caused to the landlord. A balance has to be struck between enabling the operator to share the site in order to provide a high quality telecommunications service and the objections of the landlord.;

The operator in this case was an infrastructure provider (rather than a network operator) so its equipment (masts, cabinets and other equipment) were passive. The operator had to be able to share with any network operator or it could not continue its business.  The Tribunal decided the landlord’s objections were not well founded, so granted the operator an unrestricted right to share. The paragraph 17 conditions were not required, given the same safeguards of planning law and lease terms explained above.

Consideration & Compensation

The Tribunal confirmed the approach taken in the Islington[2] case, where any compensation for predictable loss and damage was included in the assessment of consideration, to avoid inevitable subsequent claims. This does not stop a landowner making later claims under paragraph 25, but a second bite only exists for those litigating and is not available if a deal is reached by agreement.

The Tribunal continued in assessing consideration by adopting a framework previously used in the Hanover[3] and London and Quadrant[4]cases:

1. Assess the alternative use value of the site, which would be the rental value of its current use or of the most valuable non-network use. This process would be heavily influenced by location and be a matter of evidence in each case;
2. Add a rental value to reflect any additional benefits conferred on the operator – in Hanover, the site was protected by a manned security gate; and
3. If the letting would have a greater adverse effect on the willing lessor, than the alternative use, on which the existing use value was based, then this should be reflected by a rental adjustment.

This case was the first one arising on a lease renewal, as opposed to a new agreement for a previously undeveloped site. The operator’s expert determined a rental value of £500 p.a. after carrying out the 3 stage process, with half the value attributed to stage 3, to reflect a rolling break clause after 5 years and a right to enter other landlord’s property.

Comparables

Comparable evidence of other rural sites on similar lease terms was also considered by the expert.  Of these 23 renewal agreements, 16 of them contained caveats which made clear that the operator in each case was agreeing a rent higher than that which would be determined by a Tribunal in accordance with paragraph 24 of the New Code.

As such, the expert considered the comparables to be unreliable in terms of arriving at a true paragraph 24 valuation. They were also considered to be too high because they were a blend of consideration and compensation, so the expert deducted the value of what he called an “incentive payment” made by the operators to oil the wheels of commerce.

These deductions were around £1,000 in each case and resulted in rental values of £500 for 16 sites and £1,000 for a further 4, with outliers at greater sums of £1500 and £3,000 for 4 further sites.

Landowner’s expert’s approach

The Landowner’s expert took two approaches to the valuation. The first was market value based on evidence of 15 transactions.  The Tribunal rejected 11 of these, as they were deals that were completed after the New Code came into effect, but implemented terms that reflected the old regime, to which the parties were contractually committed.

The Tribunal pointed out, that in both Hanover and London and Quadrant, evidence of this sort could not be taken as a reliable guide to no-network assumption valuations required by paragraph 24. The expert’s justification for persisting in presenting such evidence was that further research had shown that the rents were, despite the caveat, actually calculated on the basis of the New Code.

This argument was rejected by the Tribunal in terms that thinly disguised its exasperation at having to explain for a third time that such evidence is useless.

The remaining transactions were also not helpful, as they were either 1954 Act renewals to non-Code operators, urban sites or sites with significant alternative use value. The landowner’s expert figure was £5,500 based on these comparables, with an additional £1,500 pa to reflect the grant of access and use of a generator.

The second approach valued the alternative use of the site at £50, with an ultimate consideration of £7,800 pa. This was based on agreements granting access rights to third parties like Network Rail and Northumbrian Water, the granting of non-network benefits by the landowner and compensation to reflect health and safety concerns.

The Tribunal found the evidence presented by the landowner’s expert to be of very little help, with both his proposed valuations being higher than the passing rent. The Tribunal said that this told them that the expert had not accepted or understood the paragraph 24 valuation process.  Under lengthy cross examination the expert remained insistent that his evidence was relevant and the Tribunal fired a clear warning shot in saying that if this happened again, such evidence would be rejected without the need for further cross examination.

Operator’s expert’s approach

In contrast the operator’s expert evidence pointed to the fact that rents of £1500 or above were the norm, ignoring the effect of transitional incentive payments. These were commercial deals struck to avoid the cost of Tribunal proceedings and do not reflect the paragraph 24 reality.

However, the Tribunal considered that the operator was underestimating consideration values and overstating how much was paid as a commercial inducement – a doubling of the consideration was thought to be more realistic.

Tribunal’s approach

Taking the 3 stage approach set out above:

1. The experts agreed a nominal £100 pa alternative use value;
2. Additional benefits conferred on the operator included a right to keep a mast on the site, electric supply, right to enter other property of the landowner and tenant’s rolling break clause after 5 years. The operator said £400, the landowner said £1300 and the Tribunal ruled £600; and
3. Adverse effect on landowner was considered by the Tribunal to be caused by the access rights (to the “heart of a private rural estate”) and the loss of amenity caused by likely replacement of the mast for 5G upgrade purposes. This was valued by the Tribunal at £500, although it stated that if rents of nearby properties were negatively affected, this could form the basis of a subsequent compensation claim.

The cumulative consideration was therefore £1200 pa, which seems right when considered against a comparable put in evidence comprising a consensual deal at £2,500 for a similar wooded site on a rural estate. Compensation was awarded for legal and professional fees. The legal fees were allowed in full but a breakdown of the valuer’s fees was required as the landowner was not entitled to be reimbursed for any litigation related expense.

Our Natural Capital hub contains information and resources written by our team of experts as well as papers and online materials authored by a variety of sources including the UK Government, the UN, Conservation International and the World Forum on Natural Capital.

The International Integrated Reporting Council (IIRC) is a global coalition of regulators, investors, companies, standard setters, the accounting profession, academia and NGOs. The coalition promotes communication about value creation as the next step in the evolution of corporate reporting. and in particular promotes Integrated Reporting <IR>.

Their mission is to establish integrated reporting and thinking within mainstream business practice as the norm in the public and private sectors. Their vision is to align capital allocation and corporate behaviour to wider goals of financial stability and sustainable development through the cycle of integrated reporting and thinking. The resources tab includes useful FAQs, and the International <IR> Framework which establishes the Guiding Principles and Content Elements for integrated reporting.

To access this resource please click here: ‘Integrated Reporting Council‘.

If you have any questions about Natural Capital our Agriculture team would be pleased to hear from you: please click here for their full contact details.

To access our Natural Capital hub, please click here.

For Multi Academy Trusts (MATs), a variety of information must be published on its main website as well as each Academy’s website. Whilst some MATs are operating under multiple Funding Agreements, we recommend that you publish everything required under the latest DfE model Funding Agreement as well as the Academies Financial Handbook. This will need to include any charging information.

On the MAT website, an Academy must publish:

• its annual accounts no later than the end of January following the financial year to which the accounts relate
• its current Memorandum & Articles of Association and Master Funding Agreement
• the required information relating to governance structures, including for example the structure and remit of the members, board of trustees, its committees and local governing bodies, and the full names of the chair of each (where applicable)
• information about its Pupil Premium, including for example the amount of Pupil Premium allocation that it will receive during the Academy Financial Year
• if received, information about its Year 7 literacy and numeracy catch-up premium funding
• various details about its curriculum, including for example the content of the curriculum and its approach to the curriculum.

On the individual Academy’s website, you must publish:

If applicable, the Academy’s most recent Key Stage 2 results as published by the Secretary of State in the School Performance Tables:

• average progress scores in reading, writing and maths
• average ‘scaled scores’ in reading and maths
• percentage of pupils who achieving the expected standard or above in reading, writing and maths
• percentage of pupils who achieving a high level of attainment in reading, writing and maths

If applicable, the Academy’s most recent Key Stage 4 results as published by the Secretary of State under the following column headings in the School Performance Tables:

• progress 8 score
• attainment 8 score
• percentage of pupils who achieving a strong pass (grade 5 or above) in English and maths
• percentage achieving the English Baccalaureate
• percentage of pupils continuing in education of training, or moving on to employment at the end of 16 to 19 study
• information about where and how parents (including parents of prospective pupils) can access the most recent report about the Academy published by the Chief Inspector
• information as to where and how parents (including parents of prospective pupils) can access the School Performance Tables published by the Secretary of State.

Finally, and by way of best practice, we recommend that each Academy’s website includes the following information: contact details, admissions arrangements, Ofsted reports, behaviour policies, values and ethos. Whilst this is not a legal requirement for academies, the information is both important and helpful!

The European Court of Justice (“ECJ”) has given a preliminary ruling on the jurisdiction of member states in relation to copyright materials published without the owner’s consent.

The Austrian case of Pez Hejduk v EnergieAgentur.NRW GmbH, Case C-441/13 concerned the use of photographs by a conference organiser on a website and the subsequent option to download these photos by website users. The owner of the photographs did not consent to this and sued the conference organiser for copyright infringement. It was argued that the Austrian Court did not have jurisdiction to hear the case on the basis that the conference’s organiser’s website had a .de domain name and was directed at German, not Austrian users.

The ECJ’s view was that under Article 5(3) of EC (44/2001) Brussels Regulation, proceedings could be brought in any member state where the relevant website was accessible. As set out in Pinckney v KDG Mediatech AG Case C-170/12, this was sufficient to seise the court, an activity did not need to be “directed” to that member state, i.e. through a country-specific, top-level domain name. However, the ECJ did make it clear that the courts where a website was accessible  could only determine damages which had been incurred within their own member states.

This ECJ decision widens the potential jurisdiction further than in previous case law as unlike in Pinckney, there is no requirement for hard copies to have been received to act as proof of damage in a jurisdiction – anyone can log onto a website and download online materials onto their own devices. It is anticipated that we will see an influx of online copyright infringement claims, as a result.

For potential claimants, this decision is likely to be welcomed as it enables claimants to rely on the jurisdiction of their own member state in order to bring a claim. However, where there has been significant damage, it is likely that the claimant would still be well-advised to sue in the defendant’s member state, to enable it to claim all damages, rather than just those in the claimant’s member state.

For website owners, this decision acts as a reminder to ensure that all content displayed and available for download  has the appropriate consents and licences in place.  This decision will be particularly significant for online users with territory-specific rights, who will now have difficulty arguing that they did not directly target an excluded territory. It is now clear that mere “accessibility” of content in an excluded territory could enable a claim to be made.

For more information please contact Charlotte Bolton, Solicitor in the Commercial Disputes & Regulatory team on charlotte.bolton@michelmores.com or on 01392 687745.

Michelmores has advised BLOCK, the South West-founded flexible workspace operator, on its £6m investment led by the Gent Family Investment Company and supported by Isca Ventures.

Founded in Devon in 2021, BLOCK launched its first workspace at Plymouth’s historic Royal William Yard. Since then, the business has grown rapidly across the region, opening successful sites in Exeter, Taunton and Bristol and establishing itself as one of the South West’s fastest-growing flexible workspace providers. The business is now a multi award-winning operator, recognised for both its innovative and flexible way of working, design-led spaces, and strong commercial performance.

In 2022, BLOCK was also one of the first businesses to secure investment from MAINstream, Michelmores’ UKBAA registered angel investor network, securing significant backing from several investors.

This new £6 million investment enables BLOCK to fund its national expansion plans. In 2026, the business will open new flagship sites in Manchester and Birmingham, taking the brand into two of the UK’s most dynamic regional cities. The new locations will be housed in landmark buildings including Sunlight House in Manchester and One Colmore Square in Birmingham, with openings planned for spring and summer. There is also a strong pipeline of other sites BLOCK will be looking to expand into as it rolls out its national growth plan.

The Michelmores team was led by Harry Trick, with support from Ben Adams, Harry Jones, Philippa Kean (all Corporate), Cathy Bryant (Tax), Karen Williams (Banking) and Stephen Newson (Real Estate).

Ben Cheriton, Founder and CEO of BLOCK Workspace, commented:

“This is an incredibly exciting moment for BLOCK. We have found the right funding partners to support the next phase of our journey, and this investment allows us to take a business that was born in the South West and scale it nationally.

Michelmores have been an integral part of the BLOCK journey to date. Their support on this transaction was both professional and highly responsive. We set an ambitious completion timetable and the key parties involved, led by Harry, went above and beyond to ensure it was achieved. The fact that the Michelmores’ Mainstream Network also supported BLOCK’s first fundraise further reinforces our appreciation for the firm and underpins our continued trust and loyalty.”

Harry Trick, Partner at Michelmores, commented:

“We are delighted to have supported BLOCK on this significant transaction, and are looking forward to seeing how Ben and the team are able to grow the business with the support of the Gent Family and Isca Ventures.

It is particularly satisfying given that BLOCK was one of the first businesses to secure investment from MAINstream – it is a great example of how our network is able to help provide exciting SW businesses such as BLOCK with a platform from which to grow.”

Tim Gent, CEO of Gent Family Investment Company added:

“BLOCK presents an opportunity to be involved with a driven and committed board that take pride in delivering innovative and dynamic solutions in a fast developing market. We have been impressed with the level of knowledge and expertise within the team and look forward to a healthy and exciting growth cycle.”

Other advisors on the deal were Bishop Fleming (tax advisors to BLOCK), Isca Ventures (lead corporate finance advice to the Gent Family Investment Company) and Ashfords (legal advisor to the investors).

The next phase of the Data (Use and Access) Act 2025 (DUAA) came into force on 5 February 2025, marking a major milestone in the reform of the UK’s data protection framework. DUAA introduces some of the most significant changes since GDPR was adopted in 2018, aiming to simplify compliance, modernise rules, and support responsible innovation. It also introduces new obligations on UK businesses.

Below, we outline the key changes that now apply and what organisations should be doing to prepare.

1. New lawful basis: recognised legitimate interests

Organisations can now rely on a new lawful basis for processing personal data without undertaking the traditional balancing test and legitimate interests assessment but only for specific purposes such as safeguarding national security, preventing crime, responding to emergencies, safeguarding vulnerable people, or assisting public bodies.

For all other processing, legitimate interest assessments (LIAs) are still needed though DUAA introduces a non-exhaustive list of activities that may qualify, such as direct marketing, intra-group administrative data sharing and information security measures.

2. More flexible cookie rules – but higher fines for non-compliance

Consent is no longer required for certain low‑risk cookie uses, such as analytics used solely to improve website service performance, functional cookies to enhance user experience or security/fraud prevention cookies. Controllers must still provide clear information about cookies and a prominent opt-out mechanism. Cookies used for profiling and advertising will still require consent.

The new rules align with the ICO’s 2025 cookies enforcement focus, reminding controllers to ensure that users are provided with clear, unambiguous, and meaningful choices about how their data is tracked. The ICO is expected to continue to focus on the use of cookies and will expand its focus beyond websites to apps and connected TVs.

Potential fines for cookie violations are now aligned with fines under UK GDPR (see below).

3. DSARs and complaints handling

DUAA brings into law earlier ICO guidance confirming that controllers may “stop the clock” while awaiting further information from the individual in order to identify the information or processing activity to which a DSAR relates.

Although the statutory complaints procedure will not come into force until 19 June 2026, organisations should now begin preparing by updating privacy notices to explain how complaints can be made, creating an electronic complaints form and ensuring that they can acknowledge complaints within 30 days.

4. Relaxed rules on automated decision making (ADM)

The new ADM rules simplify previous restrictions, which were considered too complex for organisations to navigate and hindered responsible use of ADM which might otherwise enhance efficiency.

The new rules allow solely automated significant decisions involving special category data only where:

• the individual has given explicit consent;
• the decision is necessary for entering into or performing a contract between the individual and a controller;
• the decision is required or authorised by law; or
• the decision is necessary for reasons of substantial public interest.

The new rules also specify safeguards which must be implemented by a controller making significant decisions based entirely on automated processing of personal data.

The safeguards include providing individuals with information, enabling individuals to make representations, enabling individuals to obtain human intervention, and enabling individuals to contest significant decisions.

5. Strengthening protection for children

Organisations which provide online services likely to be accessed by children must consider children’s higher protection matters by design and default of the services which includes:

• how children can best be protected and supported when using the service;
• the fact that children merit specific protection with regard to their personal data, because they may be less aware of the risks and consequences associated with processing of personal data and their rights in relation to such processing and
• the fact that children have different needs at different ages and stages of development.

These changes align with the ICO’s Children’s Code. The ICO has provided updated guidance on data protection by design and default to reflect considerations in product design governance, age assurance mechanisms and data protection impact assessments.

6. Enhanced ICO powers and new guidance

The ICO can now compel witness attendance, request technical reports and issue significant fines under the Privacy and Electronic Communications Regulations 2003 (PECR) of up to £17.5 million or 4% of global turnover, whichever is higher (aligning those fines with those possible under the UK GDPR, and a significant increase from fines of £500,000 possible under PECR previously).

The ICO has published updated guidance on default design, DSARs and law‑enforcement codes, with further consultations planned.

7. Recommended action points for organisations

• Assess whether any processing activities now fall within the recognised legitimate interests
• Update LIAs where required, consider internal data protection governance and the non-exhaustive list of legitimate interests examples set out in DUAA.
• Review all cookies practices, ensure prominent information and opt-outs. Consider using a reputable cookie consent management platform.
• Update DSAR procedures to incorporate “stop-the-clock” mechanics.
• Prepare a complaints-handling framework ahead of commencement of the new requirements.
• Evaluate use cases for automated decision making and ensure appropriate safeguards are implemented, update the privacy notice accordingly.
• Reassess whether your services may be accessed by children and apply Children’s Code-aligned protections. Consider use of age assurance mechanisms and data-minimisation practices.
• Review direct marketing practices to ensure they are PECR-compliant in light of increased fines.
• Update policies, privacy notices, DPIAs, and Records of Processing Activities as needed.
• Make use of ICO guidance.

Anne Todd, Emily Aggett and our wider team of expert data protection and privacy advisors are on hand to assist you with any queries relating to the new rules.

Two years after mandatory Biodiversity Net Gain (BNG) came into force, environmental obligations have shifted from being a technical planning issue to central commercial drivers in land transactions. Developers, promoters and landowners increasingly need option, promotion and other land agreements to address natural capital obligations early and explicitly to protect viability and avoid unpredictable planning‑related costs.

BNG: the requirement reshaping every agreement

Under current legislation, all major developments must achieve a minimum 10% net gain in biodiversity measured against the site’s pre‑development baseline. This uplift must be secured through planning conditions and a long-term (typically 30-year) habitat management and monitoring plan.

The BNG hierarchy continues to shape commercial strategy. Promoters and developers need to be able to demonstrate they have followed the BNG hierarchy of preferring on-site BNG first.

On-site delivery may be unviable where developable area is valuable, where baseline conditions are high, or where on‑site habitats would sterilise land. Off‑site solutions include:

• acquisition of additional land by the developer,
• agreements or conservation covenants with third‑party landowners, or
• the purchase of biodiversity units from habitat banks.

Developers do not need to identify the BNG land at application stage, but must do so before commencement, meaning early control of any off‑site land becomes critical to avoid delays.

Nutrient neutrality: Subject to ongoing change

Alongside BNG, projects in sensitive catchments must ensure development does not increase phosphate or nitrate levels in watercourses. Residential development is a key contributor due to the additional load on wastewater infrastructure.

Where baseline nutrient levels are already exceeded, developers must demonstrate nutrient neutrality. If this cannot be achieved on-site, mitigation may include purchasing nutrient credits or securing off-site land-use changes such as wetland creation or fallowing agricultural land, typically secured via S106 or s.33 agreements. Many protected catchments have limited credit supply, creating competition and upward pressure on costs.

The 2024 Spring Budget introduced a new Nutrient Mitigation Fund to accelerate mitigation project delivery, and further reforms are expected through the Planning Infrastructure Bill, which may overhaul how nutrient obligations are administered and funded.

Water neutrality: the next major constraint

Water‑stressed regions—particularly parts of the South East—are increasingly requiring water neutrality assessments before granting permission. New development must not increase overall water consumption unless mitigation measures (on-site efficiency, off‑site offsetting, water recycling infrastructure etc.) can balance demand.

Water neutrality can significantly affect scheme viability and may require early integration into planning and land‑assembly strategies, particularly where off‑site water‑saving measures or partnerships with water companies are needed.

Reviving and revitalising agreements amid changing environmental requirements

Given the layered nature of BNG, nutrient neutrality and water neutrality, parties to development transactions must agree early how these obligations will be addressed. Agreements now routinely include bespoke natural capital clauses. Common areas include:

1. Strategy:

Agreements often require a strategy setting out how BNG, nutrient neutrality and water neutrality will be achieved efficiently and cost‑effectively. This may be part of the planning strategy or a separate document.

Documents may set out certain parameters for dealing with natural capital. For example, is it feasible to deal wholly on-site or will the landowner agree to make nearby land available. This may be at low cost on agreed terms, with the benefit being achieving a greater return on the development land.

Landowners may want to incentivise developers to identify land to use as a receptor site whereas developers may prefer purchasing biodiversity units which may be more costly but will be a one-off payment. A strategy can help to agree a route map of options.

Contracts may be conditional not only on the grant of planning permission but potentially on the securing of off-site BNG or other natural capital land. A planning permission will only become implementable when the BNG plan has been approved by the LPA, so the developer may want to have secured any necessary third party interests before completing the purchase of a development site.

2. Cost Allocation:

Natural capital costs are increasingly deductible when determining price or calculating promoters’ fees. These may include:

• Conservation covenant costs,
• Habitat creation works,
• Ecological monitoring costs,
• Off-site land acquisition or lease premiums,
• Purchase of statutory credits or units.

Landowners commonly require approval rights, open‑book visibility and assurances against double counting (e.g., where costs are already reflected in residual valuations). Parties may include cost‑minimisation obligations and caps on expenditure, or require the promoter to obtain competitive quotes.

3. On-site Open Space and Pricing

Where on‑site open space or habitat creation is required, this land is usually excluded from the net developable area (NDA), impacting minimum land values and return calculations.

Developers may require viability‑linked flexibility to adjust the NDA target or price formula where natural capital obligations reduce developable capacity. Agreements can include mechanisms to re‑run viability appraisals if environmental requirements materially change pre‑consent.

4. Ownership and Management:

Where the landowner retains freehold title of natural capital land, the agreement may seek to clarify: whether the land is transferred, leased or managed for 30 years or longer; responsibility for establishment, management and maintenance of habitats; whether the landowner has pre‑emption rights to reacquire land post‑obligation; and liability flows for monitoring reports and remediation if habitats fail.

It is increasingly common to include obligations preventing the landowner from enhancing biodiversity value independently (which could inadvertently raise the site’s baseline).

5. Additional Value Generation

Natural capital land may produce more biodiversity units or nutrient credits than required for the associated development. Agreements should state:

• Who owns the surplus credits,
• Whether they can be sold and by whom,
• Whether proceeds fall inside or outside development value calculations.

This area is becoming commercially significant as markets mature.

6. Timing

Long‑stop provisions increasingly allow extra time to secure planning permission, secure or register off‑site BNG land, negotiate conservation covenants, and obtain units or credits. Given third‑party negotiations can be lengthy, parties must agree a realistic buffer.

7. Disclosure and Good Faith

As guidance and legislation are continually evolving, agreements often include good‑faith obligations, open‑book ecological reporting, and requirements for promoters/developers to share ecological surveys, environmental assessments and technical advice with the landowner.

What’s next?

Natural capital regulation is evolving. Forthcoming developments likely to influence future agreements include:

• Environmental Delivery Plans and new frameworks for monitoring long‑term obligations,
• Nature Restoration Fund payments and how they interact with private markets,
• Further reforms under the Planning Infrastructure Bill, potentially streamlining mitigation credit systems,
• Greater enforcement of the BNG Register, including penalties for non‑compliance,
• Continued rise of private habitat banks and nutrient‑credit markets, influencing valuation and negotiation dynamics.

Agreements must now build in flexibility, clear cost‑sharing, early collaboration and express natural‑capital governance to remain commercially workable as the regulatory landscape evolves.

Michelmores property and natural capital teams are working closely with developers, promoters and landowners to help them navigate these evolving requirements and preserve both value and negotiating position.

We are supporting clients from the earliest stages of land assembly through to planning, ensuring natural‑capital obligations are understood, strategically managed and reflected appropriately in commercial terms. This includes advising on structuring option and promotion agreements, assessing the viability impact of BNG, nutrient and water neutrality measures, securing off‑site solutions, and safeguarding long‑term management responsibilities. By combining property expertise with specialist natural capital insight, we help clients approach transactions with clarity, identify opportunities for value uplift and ensure their interests are protected as environmental regulation continues to evolve.

Michelmores is pleased to announce it has acted for long-standing client St Austell Brewery in relation to its increased investment in Harbour Brewing Co, supporting the Cornish craft brewer’s next phase of growth and strategic development.

St Austell Brewery, the South West’s leading brewing, hospitality and drinks wholesale company, has expanded its stake in Harbour Brewing Co, deepening its commitment to the brand and enabling accelerated growth.

The Michelmores team advised St Austell Brewery on legal structuring and documentation for this strategic investment, helping navigate the complexities of the transaction to support both parties’ commercial objectives. The team was led by Head of Corporate, Richard Cobb, alongside Stephen Morse, Partner, Victoria Miller, Senior Associate and Ellis Arnold, Trainee Solicitor, in the Corporate team with additional support from Danielle Collett-Bruce, Managing Associate in the Banking Team.

Richard Cobb comments:

“We are delighted to have advised St Austell Brewery on this investment, continuing our long-standing relationship with the business. St Austell has a strong track record of supporting independent, high-quality brands, and this transaction reflects both its confidence in Harbour Brewing Co and its thoughtful, strategic approach to growth. It has been a pleasure to work alongside the St Austell team on a deal that aligns so closely with their values and long-term vision.”

Paul Harbottle, Commercial Director at St Austell Brewery, adds:

“Michelmores has worked with us for many years and has a deep understanding of our business, our values and the way we approach growth. Their team provided clear, pragmatic advice throughout the transaction and worked seamlessly with our internal team to help us achieve the right outcome. Their knowledge of both our business and the wider market was invaluable.”

Michelmores’ award-winning Corporate team of 35 specialist lawyers advises clients across the UK, US, and beyond – on capital markets, mergers and acquisitions, share options, management buyouts, impact investing, energy projects and more. For more information, please visit our website.

This article is the first in a series of articles about the Renters’ Rights Act 2025. To read the second article, click here.

Providing accommodation for employees remains common practice on many farms and rural estates. In England, this can currently be done in several ways, including as:

• an Assured Shorthold Tenancy (AST)
• an Assured Tenancy
• an Assured Agricultural Occupancy (AAO) or
• a Service Occupancy.

The housing of agricultural workers needs to be approached differently from housing for other rural workers. This is because an AAO can arise where a qualifying agricultural employee occupies accommodation provided by the employer, and this will give the agricultural worker long-term security of tenure. For that reason, employers will want to avoid service occupancies for agricultural workers, but they can be used for other rural workers such as gamekeepers.

Since the creation of ASTs by the Housing Act 1988 (HA 1988), many lettings to agricultural workers have been via ASTs (with the employer landlord having served a Form 9 Notice in advance to avoid the creation of an AAO). This has given employers the ability to regain possession of the accommodation using the section 21 process when an agricultural worker’s employment terminates.

The Renters’ Rights Act 2025 (RRA 2025) will abolish ASTs and end section 21 ‘no fault’ evictions and these provisions are due to come into force on 1 May 2026. All ASTs will automatically become assured tenancies, with landlords having only limited grounds to regain possession from their tenants.

After 1 May 2026, the two key means of providing accommodation to rural workers will be Service Occupancies and Assured Tenancies. For agricultural workers, employers will want to grant Assured Tenancies alongside the relevant advance opt out notice.

Service occupancies

A service occupancy is a type of licence with no security of tenure. It is designed for use where an employer requires a worker to live in a property owned by the employer for the better performance of that worker’s duties. There is a strict test to qualify for a service occupancy. An agreement will only be a service occupancy if either:

• it is necessary/essential for the worker to occupy a particular house or
• the worker can perform their duties better by living at the property and it is an express term of the employment contract that they do so.

The courts have demonstrated that this is a high bar to meet. The need must be genuine and not merely convenient for the employer. Examples of a true service occupancy may be a boarding- school teacher, hotel manager or on-site security guard.

Service occupancies are a useful mechanism to provide accommodation for rural workers such as gamekeepers and housekeepers. A service occupancy offers flexibility for employers who will be able to terminate the agreement in one of several ways:

• employer terminating the employment contract without the need to first serve a notice to quit
• employee moving out of the accommodation or
• service of a notice to quit by the

However, service occupancy agreements will never be appropriate for agricultural workers because of the risk of inadvertently creating an AAO. Where there is a tenancy or licence capable of protection and the “agricultural worker condition” has been met, security of tenure will be obtained under the HA 1988 with the tenancy or licence becoming an AAO.

The “agricultural worker condition” can be met not only if a workers’ proposed employment is agricultural but also if an employee’s work prior to moving into the dwelling was agricultural. An AAO will continue long after the tenant’s employment because it confers lifetime security on an occupant and includes one succession to their spouse or a member of their family. For more information on AAOs, see Farm cottages: Finding a way through  the statutory maze.

Assured tenancies

Once the relevant sections of the RRA 2025 come into force, ASTs will no longer be an option for landlords and instead the default form of tenancy will be an Assured Tenancy. When granting an Assured Tenancy to an agricultural worker, landlords will still be able to avoid granting an AAO by serving an ‘opt-out’ notice on the worker before they go into occupation.

Terminating an Assured Tenancy for landlords will not be as easy as terminating a service occupancy or an AST. The RRA 2025 varies the existing grounds that landlords may use to obtain possession. Ground 5C expands on the old Ground 16 introducing a specific mandatory ground for reclaiming possession where the dwelling was let because of the tenant’s employment. It covers two scenarios:

• where the employment has come to an end or
• where the tenancy was not meant to last the duration of the employment and the dwelling is required to house a new employee.

This ground can be used where there is an agreement between a landlord and an employer for the landlord to house the employee – it will cover both agricultural and other rural workers. Ground 5C provides flexibility for estates and rural businesses where the employing entity is different to the landowning entity; this is unlike service occupancies where the employer must own the property.

If either of the scenarios in Ground 5C are made out, i.e. the worker’s employment has ended or the early employment requirement applies, the employer landlord would need to serve at least two months’ notice to terminate the Assured Tenancy.

Next steps

Employers should consider existing and future housing arrangements of employees to ensure that they are appropriate and do not limit their ability to recover possession. In particular landlords should:

• consider if they need to serve any s.21 notices before the ability to serve one ends on 1 May 2026
• maintain comprehensive written records documenting the accommodation arrangement and the employment contract of employees (this will be particularly important where a landlord wishes to rely on new grounds such as Ground 5C to reclaim possession)
• once the RRA 2025 comes into force – where housing agricultural workers – ensure they have served the requisite opt out notice in advance
• seek legal advice if they are concerned that they may have a service occupancy agreement housing an agricultural

Three months into my client secondment at Natural England feels like a good time to reflect on how working in-house differs from life in private practice. While both roles rely on the same core legal skills, the day-to-day experience, expectations and level of responsibility can feel significantly different. The contrast has given me the opportunity to see how the same profession operates in two very distinct environments.

Client relationships

In private practice, you act for external clients who choose the firm and can move their work elsewhere at any time. The role involves advising across a broad range of industries, which provides exposure to varied legal issues. At the same time, this diversity brings the challenge of managing competing deadlines and balancing the expectations of multiple clients.

In contrast, working in‑house means advising the organisation as your sole client. This gives you the opportunity to build long‑term, collaborative relationships and gain a deeper understanding of how the business operates. You become involved in a wider range of issues and must consider the company’s commercial priorities and appetite for risk in every piece of advice you give. I have really enjoyed this aspect of the secondment, and it has taught me to think not only as a legal adviser but also as part of the organisation’s decision‑making process.

Practice areas

When you undertake a seat in private practice, it is usually within a specific department, allowing you to focus on one area of law. This provides a valuable opportunity to develop specialist knowledge, which can be particularly beneficial for long‑term career progression.

In contrast, working in‑house often requires you to operate as a generalist, handling a broad mix of legal issues that arise across the business. During my secondment, I have gained experience and provided advice on commercial contracts, technical IP provisions, procurement, planning law, protected sites, species licensing, and Judicial Reviews. This variety has enabled me to develop a wide‑ranging skill set and has required adaptability and a willingness to engage with unfamiliar topics, always with a focus on delivering practical and commercially workable solutions. This has been one of the most rewarding aspects of my secondment, giving me the opportunity to explore niche areas of law and collaborate with specialist colleagues across the organisation.

Responsibility

In private practice, trainee responsibility is typically more tightly controlled, with a strong emphasis on supervision. Emails, letters, and advice are usually reviewed before they are sent out, and tasks are often broken down into discrete pieces to ensure accuracy and consistency for clients. This structure provides valuable guidance but can limit the extent to which trainees independently run matters.

In-house, the dynamic is quite different. Legal teams are often smaller and operate with fewer layers of supervision, meaning trainees are trusted to take ownership of work at an earlier stage. During my secondment I have communicated directly with clients and external law firms, managed queries, and progressed matters independently. This level of responsibility demands confidence, but it has also accelerated my learning and helped me develop a practical, solution‑focused approach to legal work.

Billable hours vs. business priorities

Billable hours are a core part of a training contract and assist in shaping how trainees structure their day. You quickly learn to record your work in six‑minute units, balance competing deadlines, and justify how long each task takes.

In‑house teams tend to operate differently. There are no billable targets, and success is measured by how effectively the legal team supports the organisation’s commercial objectives. As a trainee you focus on delivering pragmatic, risk‑balanced advice that helps the business move forward, even if the solution is not the most technically perfect on paper. This contrast offers an opportunity to experience legal work through a more commercial, outcome-driven lens.

Michelmores has advised Frobishers, the premium Devon-based juice and soft drinks business and a long-standing client of the Firm, on its acquisition by AG Barr plc, the UK-listed soft drinks group that owns brands such as Irn-Bru, Funkin, Rubicon and Boost recently also announced the acquisition of Fentimans.

The transaction forms part of AG Barr’s strategic expansion into the premium and adult soft drinks market and sees Frobishers join a portfolio of established and well-known beverage brands.

Michelmores has acted for Frobishers and its shareholders for many years, supporting the business across a range of Corporate and Commercial matters as it has grown and evolved. Advising on this transaction marks a significant milestone in that long-standing relationship and reflects the strength of the Frobishers brand and management team.

The Michelmores team advising on the deal was led by Chris Cook, Managing Associate, alongside Head of Corporate Richard Cobb and Tax Partner, Cathy Bryant with Partner David Thompson providing Commercial advice.

Chris Cook comments:

“We’re pleased to have supported Frobishers throughout this exciting chapter in its growth story. The acquisition by AG Barr recognises the strength of the brand and its potential in the premium soft drinks category.”

David Thompson adds:

“This deal reflects the continued strength of the UK consumer brands sector, particularly in premium food and drink. We work with a wide range of businesses in this space, from founders and management teams to investors and acquirers, and transactions like this highlight the value of long-term, strategic legal support.”

David Pearce, Frobishers’ Managing Director, says:

“This is an exciting milestone for Frobishers and the next chapter in the brand’s development. Michelmores has supported the business for many years and their deep understanding of our company, combined with their commercial and legal expertise, has been invaluable throughout Frobisher’s journey, and particularly the recent transaction.”

Michelmores’ award-winning Corporate team of 35 specialist lawyers advises clients across the UK, US, and beyond – on capital markets, mergers and acquisitions, share options, management buyouts, impact investing, energy projects and more. For more information, please visit our website.