Michelmores has advised the shareholders of Synertec, a document management and communications business, on its sale to Restore plc, the UK’s leading provider of secure and sustainable business services for data, information, communications and assets. The Synertec management team were majority shareholders prior to the acquisition and will remain with the business.

Synertec was founded in 1999 and is a UK market leader in document solutions and processes, sending communications both electronically and physically on behalf of major public sector and commercial organisations, including around 75% of NHS Trusts. In the last year, it processed c76m physical communications (print/mail) and c52m electronic communications for its customers.

Synertec’s proprietary software platform captures data, transforms it into the required format, and delivers it to the end recipient either electronically or through the more traditional medium of print and mail. The company operates from sites in Bristol, Taunton, Milton Keynes and Warrington.

The Michelmores team advising on the deal was led by Partner Harry Trick, alongside Senior Associate Chris Cook and Solicitor Harry Jones, all from the Firm’s Corporate team. Transactional support was also provided by Cathy Bryant (Corporate Tax), Jonny Lane (Real Estate) and Tom Torkar (Technology).

Tom Baldock, Synertec Managing Director, commented:

“I am proud of what our teams have achieved over the last 25 years. We have a strong platform for growth and an exciting new phase in the company’s development to look forward to. Finding the right fit was an important consideration for us and Restore’s common values will benefit both our staff and customers”.  

Craig Richmond, Synertec Finance Director, commented:

“We are really grateful for the expert guidance and support we received from the whole team at Michelmores. They provided responsive and commercial advice right from the outset, which helped ensure that the transaction ran as smoothly as possible. We look forward to working with them as we continue to grow the business and wouldn’t hesitate to recommend them to others”

Charles Skinner, CEO of Restore plc, commented:

“Synertec is a highly complementary addition to Restore and will broaden our service offering to existing customers and provide an attractive opportunity to accelerate growth, both for Synertec and the Group. We look forward to bringing the businesses together and creating value for all our stakeholders.”

Other advisors on the transaction were Isca Ventures (corporate finance advisors to the shareholders), Fieldfisher LLP (legal advisors to Restore plc) and Shoosmiths (Natwest).

On the 5 March 2025, the Home Office continued with its phased roll out of Electronic Travel Authorisation (ETAs) to all eligible European visitors. This means that from 2 April 2025, all eligible European visitors who wish to travel or transit through the UK will require an ETA.

For a full list of nationalities who can apply for an ETA, see here.

As set out in our previous article, here, an ETA is only required by non-visa national visitors. It is still the case that Visa-national individuals should continue to apply for UK visas and should not obtain an ETA. This also means that anyone that currently holds a valid UK visa, does not need to apply for an ETA.

The most cost effective and efficient way to obtain an ETA is via the UK ETA app. There are other websites where you can purchase a valid ETA, however, many of these websites often charge more. It is not currently possible for the decision making of an ETA application to be expediated, despite any advertisement to the contrary, and it is therefore advisable for applications to be made directly via the UK ETA app. Currently, applications cost £10. However, in the Home Office’s most recent update, here, they have announced that it is their intention to increase the cost to £16 in the near future.

The Home Office are continuing with their efforts to complete the roll out by April 2025. Which means that from April 2025, it is expected that all visitors to the UK (except British and Irish citizens) will require permission to travel in advance either through an ETA or an eVisa.

Should you wish to discuss any of the issues raised in this article, please contact Lynsey Blyth

Michelmores has supported the oversubscribed equity fundraising by AIM quoted Panthera Resources plc. Michelmores acted for the joint bookrunners Allenby Capital, VSA Capital and Novum Securities who conducted the institutional placing element of the fundraising, structured as an accelerated bookbuild.

Panthera Resources is an AIM-quoted gold exploration and development company, with a portfolio of high-potential gold assets in West Africa and India. The Michelmores team was led by Ian Binnie and Senior Associate Victoria Miller.

Ian Binnie, Partner in Michelmores’ London Corporate team, commented:

“The need to scale back orders under the bookbuild reflects the confidence investors have in AIM companies with growth potential and demonstrates that AIM remains an important market to raise capital.”

Michelmores’ capital markets team is a highly regarded group of legal professionals with deep expertise in advising businesses across a broad range of sectors. With a reputation for delivering practical, commercially focused legal advice, the team assists clients with mergers and acquisitions, capital markets transactions, private equity, joint ventures, and general corporate governance matters. The team has recently been strengthened by the addition of Corporate Partner, Dearbhla Quigley, whose extensive experience and strong profile in UK equity capital markets as well as international M&A complements the Michelmores offering.

Read more on our website.

Darcliffe Homes Ltd v Glanville Consultants [2024] EWHC 3184

Introduction

Property developers regularly engage professional consultants whose reports guide them in assessing site viability, potential risks and overall project feasibility. However, what happens when a consultant’s advice is found to be negligent? What does the developer need to show in order to successfully claim for damages?

The recent case of Darcliffe Homes Ltd v Glanville Consultants provides an interesting example of a negligence claim in the construction industry where, even though the consultant was found to have acted negligently, the claim was dismissed on the grounds that the negligence had not caused the developer’s losses.

This article sets out the legal context surrounding reliance on consultants’ reports, reviews the case and highlights lessons developers and construction professionals can learn from the judgment.

Reliance on expert reports

Developers in the construction industry routinely rely on the reports and advice provided by consultants to guide key decisions. In Smith v. Eric S. Bush [1990] 1 AC 831, the House of Lords held that a consultant owed a duty to a purchaser to exercise reasonable skill and care and that a claimant could rely on such advice.

Darcliffe v Glanville – Background

The case was heard before Adrian Williamson KC sitting as a Deputy Judge in the Technology and Construction Court (“TCC”) with the judgment being published in December 2024.

Darcliffe Homes Ltd (“Darcliffe”), a property developer, engaged Glanville Consultants (“Glanville”), to perform a desktop analysis of ground conditions of a site near Reading that they were proposing to purchase to use for a residential development. Glanville provided its report in 2014 (updated in 2016) which gave a clean bill of health for the site. Planning permission was granted in December 2016 for the construction of 66 dwellings. Intrusive site investigations were subsequently carried out by Ground and Water Ltd (“GWL”) (also instructed by Darcliffe), who submitted both a formal report and report by letter in 2017-2018. Darcliffe subsequently purchased the site in November 2019 for approximately £5 million. Darcliffe later discovered that the site suffered from ground dissolution due to underlying chalk, which greatly increased the cost of the build. Consequently, Darcliffe claimed approximately £7.5 million in damages for negligence and breach of contract against Glanville and GWL. Damages claimed were for recovery of the substantial remediation costs; in the alternative, for the diminution in value between what Darcliffe had paid for the site and what they would have paid had the site investigation reports been accurate. All claims against GWL were settled before trial.

TCC judgment – Negligence

The judge found that Glanville was negligent in its reports. Glanville had produced a desktop summary of the ground conditions at the site but had performed no analysis. Glanville’s report stated “It is indicated that the site’s geology is at a low from ground dissolution”, this sentence was incomplete, did not identify the source of the information or issue any sort of warning. The report concluded: “the conceptual model has demonstrated that there should be no significant geo-environmental issues that would prevent the site from being redeveloped for its intended use”. The report was produced by a practitioner who was not qualified in geo-technical engineering. Experts from both sides agreed that Glanville’s advice was inadequate.

TCC judgment – Causation

Despite the above breach, the claim failed on causation. In coming to that conclusion, Williamson DJ noted that causation was a question of fact and presented the issues as three discrete questions:

“(a)  If Glanville were in breach of duty, what was the minimum further and/or different that they were obliged to do in order not to be held negligent?

(b)  In the light of the answer to (a), how would Darcliffe’s corporate mind have been affected if Glanville had given non-negligent advice as thus defined?

(c)  Would Darcliffe have done differently than they in fact did, the corporate mind having been affected as mentioned above in answer to (b)?”

Addressing each of these points in turn:

Requirements for non-negligent advice

This was held to be a very minimum requirement, as much as a line or two of warning would have been sufficient for the consultant to discharge its duty of reasonable skill and care.

The corporate mind

The judge was complimentary about the way Darcliffe functioned as a company. He called it “a well and prudently run business”. He described the directors, Mr Denton and Mr Smith, as “honest and careful witnesses”. When speaking of the corporate mind he noted that, in reality, the “mind” was specifically that of the Messrs Denton and Smith. This was to have severe consequences when it came to a review of witness evidence. In his testimony, Mr Denton admitted that, whilst he had “read the conclusion that said “low risk”, yes”, he had not read the whole of Glanville’s report:

“I’m not going to claim that I read the rest of the report. I may have skim read it.”

Consequently, the judge held that even if non-negligent advice been given and even if an extra sentence of warning been added to the report, this would have made no difference. Given such a cursory reading, the corporate mind would not have been much affected, if at all.

What would Darcliffe have done differently

As to the third question posed, the judge held that Darcliffe would not have done anything differently. Had Darcliffe been given non-negligent advice by Glanville, and had they been made aware of the issue of potential ground dissolution, they would have engaged GWL for further investigations. This is in fact what happened.

Obiter remarks on measure of loss

As a separate point, the judge made obiter remarks on the measure of loss in such situations.  Following Perry v Sidney Phillips & Son [1982] 1 W.L.R. 1297, the correct measure of loss was diminution of value between the sum actually paid for the purchase of the site and the sum which should have been paid had the report not been negligent.

Implications – Developers take heed

Following this judgment, developers would be wise to demonstrate both engagement and reliance regarding specialist advice. In particular:

• Developers should thoroughly review all consultant reports. The court put a low bar on what would have been deemed non-negligent; a single sentence setting out a warning was held to be sufficient. In this context, it is incumbent upon developers to “read the small print”, take heed of all warnings and seek clarification on any ambiguities or potential risks identified. It is salutary that the directors of Darcliffe were not seen as reckless. The judge assessed them to be careful men – and yet their actions were held to be insufficiently diligent;
• A claimant must be able to demonstrate that the corporate mind has been affected by a report on which it relies. Where the testimony and practice of an individual or a few individuals are concerned, their behaviour will be analysed. The question remains as to how this will be interpreted where a large board is involved;
• The injured party must show that, but for the negligent advice, it would have acted differently. What else would it have done? If it would have taken the same course of action anyway, that would be fatal to the claim; and
• As always in disputes, record-keeping is crucial. If developers can produce contemporaneous evidence that they reviewed reports and made decisions based on that advice, they stand a much higher chance of convincing a tribunal that they relied on that advice.

Whilst this case concerned geo-engineering reports on site conditions, the lessons are likely to be applicable to advice from consultants in a wide range of disciplines, from ecology to structural engineering to fire safety.

Should you wish to discuss any of the issues raised in this article, please contact Sarah-Jane Dobner.

On 16 October 2024, Companies House released a Transition Plan, outlining a preliminary timeline for introducing the key company law reforms under the Economic Crime and Corporate Transparency Act 2023 (ECCTA). ECCTA represents a significant step forward in enhancing the integrity and accuracy of the UK company register, and certainly the largest program of reforms to Companies House since the establishment of corporate registrations in 1844. Since October, Companies House has announced further updates to the Transition Plan, which serves as a useful guide for all new and existing company directors, people with significant control of a company (PSCs) and anyone filing information on behalf of a company. Alongside the Transition Plan, several sets of regulations to advance the implementation of ECCTA have also been published.

This article sets out the key milestones in the Transition Plan, including milestones in relation to the roll out of Identity Verification (IDV).

Overview of key milestones

2024

• 4 March 2024 – Companies House implemented several measures to enhance the quality of information on the register by introducing new powers for Companies House to actively query and reject potentially fraudulent customer filings, streamlining the removal of inaccurate data, and eliminating misleading company names. A new definition for registered office addresses was introduced to prevent the use of PO boxes, enabling strike-off measures against companies if they do not provide an appropriate address within a specified period. Since this date, Companies House has also been able to require companies to provide a registered email address to allow Companies House to contact them quickly and efficiently, and to require companies to confirm that their future activities are lawful on incorporation and with the annual confirmation statement.
• 1 May 2024 – Companies House increased its incorporation and annual fees to fund further investigation and enforcement against those misusing the register.
• Since October 2024, Companies House has been able to issue financial penalties for any relevant offences under ECCTA and the Companies Act 2006. Companies that do not comply with their legal obligations, for example, to file their confirmation statements or accounts on time, could face financial penalties and lose Companies House’s support. More serious offences could result in civil action, director disqualification or potentially even criminal prosecution. Companies House will work closely with the Insolvency Service and other enforcement partners in order to investigate and prosecute offences committed by Companies. Directors convicted of such offences could end up with a criminal record.
• 20 December 2024 – The Information Sharing (Disclosure by the Registrar) Regulations 2024 came into force. The regulations allow Companies House to share information with insolvency practitioners and other insolvency officeholders if they suspect any fraudulent or wrongful behaviour; the circumstances are specified in regulation 4.

2025

• 23 January 2025 – The Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025 (IDV Regulations) and the Unique Identifiers (Application of Company Law) Regulations 2025 (UID Regulations) were published. These regulations, which were made on 20 January 2025, form part of the new IDV regime and make provision about IDV, Authorised Corporate Service Providers (ACSPs) and Unique Identifiers (UIDs), which we have covered in our previous article: ECCTA and Companies House Reforms: The Introduction of Identity Verification (IDV), Authorised Service Providers (ACSP) and Unique Identifiers (UIN) – Michelmores

Once in force, the regulations will improve the reliability of the information on the register and make it challenging for individuals to fraudulently use another person’s identity to set up or run a company. All directors, PSCs and those who file documents with the Registrar of Companies (Registrar) will need to verify their identity. All agents will have to be registered as an ACSP with the Registrar and will need to be registered in the UK and subject to the UK’s anti-money laundering (AML) regime to do so.

• 27 January 2025 – The Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024 came into force, including provisions that widen the range of circumstances in which individuals may apply to Companies House to protect their usual residential address from public disclosure on the register. This includes allowing individuals to apply to have their usual residential address protected where their residential address appears on the register because it was previously the company’s registered office address.

• From 25 February 2025:*[1]
  • Individuals and organisations will be able to register as an ACSP, enabling them to carry out verification services ahead of the IDV regime becoming mandatory later in the year. Companies House will begin by allowing Trust and Company Service Providers (TCSPs) and other professional service providers (such as accountants and solicitors), who are registered for AML purposes, to carry out verification services for their clients and provide these details to the Registrar.
  • The Registrar’s new power to expedite the strike off of a company registered on a false basis will also come into effect. Companies House will be able to annotate the register in specific situations involving disqualified directors and unresolved statutory notices. For example, when a company has a director who has been disqualified but has yet to terminate their appointment on the register, or where Companies House has issued a statutory notice to require more information from a person, but the matter remains unresolved.
• From25 March 2025, individuals will be able to verify their identity voluntarily using GOV.UK One Login
• By Summer 2025, individuals will be able to apply to suppress the following information from historical documents: residential addresses in most instances when shown elsewhere on the register, day of birth for documents registered before 10 March 2015 (only the month and year of birth have been publicly displayed since 10 March 2015), signatures and business occupation.
• 1 September 2025– New corporate criminal offence of failure to prevent fraud created by ECCTA will come into effect. The offence applies to large incorporated bodies and partnerships across all sectors and may also include some charities if they are incorporated and meet the criteria to be considered a ‘large organisation’. The offence will hold organisations to account for fraud committed by their employees, agents, subsidiaries or other ‘associated persons’ who provide services for or on behalf of the organisation, where the fraud is committed with the intention of benefitting the organisation or its clients. The government has published guidance on the new offence, which is available here.
• ByAutumn 2025, Companies House should be able to make IDV mandatory for new director and PSC appointments, as well as incorporations, followed by a 12-month transition period for the more than 7 million existing directors and PSCs to verify their identity. The IDV will happen as part of the annual confirmation statement filing. Companies House published Registrar’s Rules relating to the new IDV regime on 5 February 2025, setting out the information and types of evidence individuals will be required to provide, and is expected to publish detailed guidance on the IDV regime shortly.

2026

• By Spring 2026, IDV for document presenters will likely be compulsory, and third-party agents must register as ACSPs in order to make filings on behalf of companies. Companies House will also reject filings from disqualified directors, unless these are delivered by an ACSP and permitted by law.
• By the end of 2026, Companies House should be able to: require all Limited Partnerships (LPs) to submit additional information for increased transparency; complete the IDV process for all individuals on the register and commence compliance activity against those who failed to verify their identity; and, finally, facilitate data cross-checking between Companies House and other public and private sector bodies.

Summary

In summary, Companies House reveal that implementation and transitional activities will continue until 2027, subject to Parliamentary scheduling. As updates of the upcoming implementation milestones continue to be released, companies and legal entities should begin preparing for when the reforms are officially implemented by ensuring that their registered email address is correct and up to date at Companies House and that emails are regularly monitored.

Companies House also has a dedicated website in relation to the reforms, where it continues to share updates:  Changes to UK company law website.

How can Michelmores assist?

We want to help our clients navigate the changes introduced by the implementation of the ECCTA. We will continue to monitor the developments and publish further updates on our ECCTA Hub as and when the Government announces new measures.

Michelmores has a dedicated Corporate Services team led by experts in company law and corporate governance. The team will be happy to speak with you if you want to know more about the forthcoming Companies House reforms or how ECCTA will affect your company or organisation.

[1] *Update on 25 February 2025: Companies House published a revised Transition Plan on 24 February 2025, indicating that the reforms which had been anticipated from 25 February 2025 will now be delayed until Spring 2025.

Michelmores is pleased to announce that Dearbhla Quigley has joined as a Partner in its expanding Corporate and Capital Markets team in London.

Dearbhla has over 25 years of experience specialising in UK and cross-border M&A, equity capital markets and investment transactions. She advises companies at all stages of the business cycle in the technology, natural resources, renewable energy and healthcare sectors. Dearbhla has significant expertise advising on M&A and other corporate transactions that involve an international element.

Michelmores’ award-winning Corporate team of specialist lawyers advises clients across the UK, US and beyond – on capital markets, mergers and acquisitions, equity fundraisings, management buyouts, impact investing, energy projects, microfinance initiatives and more. Read more on our website.

Ian Binnie, Head of Capital Markets at Michelmores, commented:

“We’re thrilled that Dearbhla has joined our Corporate team in London as part of our Destination 2030 strategy. She brings an incredible depth of knowledge to Michelmores, across a broad range of industries, and her track record of advising on M&A, capital markets and cross-border mandates is a great addition for supporting our clients.”

Dearbhla Quigley added:

“I am delighted to join Michelmores’ Corporate team at this exciting time of growth for the team and the wider firm. The culture, client experience, and commercial approach at Michelmores are a perfect fit for my practice. I look forward to working alongside Ian Binnie and the wider team to help deliver on the impressive expansion plans for the firm.”

Michelmores has advised H2 Equity Partners’ portfolio companies Global Vans and XLCR on the acquisition of LCV Group, to form the Global Vehicle Group.

The LCV Group is one of the UK’s leading providers of vehicles, based in Swansea, Wales. For more than 20 years, the firm has supplied businesses with the vans, cars, fleet services, and flexible hire options.

The LCV Group will join XLCR and Global Vans to create the Global Vehicle Group, a tech-enabled, SME focussed, van and car leasing broker business. The businesses will continue to have the same management and will retain their individual brands and identities.

The Michelmores team advising on the transaction was led by Partner Adam Kean, supported by Senior Associate Angharad Doyle, Associate Ben Adams and Solicitor Harry Jones of the Corporate team. Employment advice was provided by Associate Omar Mahboob, with additional support from the Transaction Real Estate team by Solicitor Shehroze Khan, and the Commercial Team by Associate Sam Kewellhampton.

Adam Kean comments:

“We are pleased to have advised Global Vans and XLCR on this strategically important acquisition, which adds to the growing portfolio of state-of-the art van and car leasing broker businesses. The addition of LCV Group is an innovative step towards smart expansion, and we wish the Global Vehicle Group all the very best.”

Emma Thomas, Chief Financial Officer at Global Vans, adds:

“We’d like to thank Adam and the team at Michelmores for helping us with this successful transaction, seamlessly guiding us through the acquisition process from start to finish. Adding another business to the Group is exciting, as the Group works towards becoming the UK’s best SME specialist broker for LCVs and cars. I am thoroughly looking forward to seeing what the future brings.”

Michelmores’ award-winning Corporate team of 25 specialist lawyers advises clients across the UK and beyond – on capital markets, mergers and acquisitions, management buyouts, impact investing, energy projects, microfinance initiatives and more.

Read more on our website.

Michelmores is pleased to have advised Triple Point Energy Transition plc on the successful sale of its last remaining investments, the hydro‐electric portfolio and the remaining LED receivables finance agreements for a total consideration of £44.1m.

Triple Point supports the transition to net zero by investing holistically across the energy sector whilst targeting a diversified and sustainable income for investors.

Arkaig Bidco Limited, a company owned and managed by Dalmore Capital Limited has purchased the entire issued share capital of TENT Holdings Limited (Holdco), including Holdco’s interests in its six hydro‐electric subsidiaries as well as the remaining LED receivables finance agreements.

The Michelmores team was led by Corporate Partner Alexandra Watson alongside Partners Cathy Bryant and Head of Energy Ian Holyoak. They worked alongside Senior Associate Adam Marques-Quint and Trainee Solicitor Charlotte Pottow, both from the Firm’s Corporate team.

Alexandra comments:

“We are delighted to have supported Triple Point Energy Transition plc on this strategic sale. Congratulations to Dalmore as it takes the portfolio forward.”

This transaction is very much in line with Michelmores’ own environmental principles as we to strive to address the use of renewable energy sources across the UK and work towards a fully decarbonised society. Michelmores has a strong legacy of helping clients to become more sustainable whilst also trying to reduce the impact that our own business has on the environment.

Read more about the Michelmores’ Corporate team on our website.

For my third seat, I was lucky enough to be given the opportunity to go on a six-month secondment to one of Michelmores’ clients – Natural England. Since September 2024, I have been working full-time within Natural England’s in-house Legal team, which has been an extremely interesting and rewarding experience.

Below I reflect on the first few months of my secondment, the things I have learnt, and why I would recommend a client secondment to current and future trainees.

An overview of Natural England

Natural England is an executive non-departmental public body sponsored by the Department for Environment, Food & Rural Affairs (Defra), and is the government’s adviser on the natural environment in England.

It was established by the Natural Environment and Rural Communities Act 2006 (NERC Act), which dissolved two previous bodies (English Nature and the Countryside Agency) and transferred their powers to Natural England.

Section 2 of the NERC Act gives the organisation its general purpose of ensuring that the natural environment is “conserved, enhanced and managed for the benefit of present and future generations, thereby contributing to sustainable development”. This includes promoting nature conservation, protecting biodiversity, and conserving and enhancing the landscape.

Natural England has approximately 3,000 members of staff, and the in-house Legal & Access to Information team is formed of approximately twenty employees working under a Legal Director. The team is spread geographically across Natural England’s multiple offices, and I have worked both with colleagues in the Exeter office and remotely with the wider team across the country throughout my secondment.

The Legal team supports staff from across Natural England in achieving their aims. This involves working across a variety of areas, including advising on developing areas of environmental and conservation law, public and administrative law, planning and property law, litigation and enforcement, and commercial contracts and procurement.

What have I been assisting the Legal team with?

The work I have been doing since joining the team has been extremely varied – never has the phrase “no two days are the same” been more applicable!

Here are a few examples of the types of work I have been involved in:

• Monitoring and responding to new client enquiries, including conducting an initial review of clients’ queries and directing them to the appropriate member of the Legal team.
• Reviewing commercial contracts between Natural England and its external partners and advising clients on negotiating key clauses (such as limits on liability and intellectual property rights).
• Conducting complex legal research and preparing advice for clients in relation to various areas of environmental and conservation law, including law relating to protected sites, species licensing and access to information.
• Regularly attending and taking notes of calls with clients, including being involved in ongoing discussions regarding conservation covenants and nutrient neutrality.
• Assisting with judicial review claims and litigation, including serving documents, preparing court bundles and liaising with counsel.

Outside of day-to-day work, one of the key highlights for me has been travelling to meet colleagues in person, both on my induction day at Natural England’s London office and at a networking event for the Legal, Governance and External Affairs teams.

What have been the most valuable aspects of the secondment?

My secondment experience has been extremely enjoyable – I have had the opportunity to work with enthusiastic and supportive colleagues, whilst undertaking work which I have found extremely rewarding, particularly given my longstanding interest in environmental law.

I have found the two aspects below to be particularly valuable parts of the experience:

1. In-house experience: It has been interesting to compare working in-house with private practice. The breadth of queries that in-house lawyers deal with means that they must be adaptable and willing to apply their skills to various areas of law, as well as engaging with external lawyers and consultants when appropriate. Working in-house has improved my time management skills and my ability to juggle multiple tasks on a range of different topics.
2. Building client relationships and commercial awareness: Being on secondment has allowed me to work independently on a full-time basis with one of Michelmores’ clients. I have therefore been able to act as an ambassador for the firm and build positive client relationships, which I hope to develop further when I return to private practice with the firm. I have also developed a good understanding of Natural England as an organisation, having learnt about its structure, objectives, priorities, and constraints. I hope that having seen things from a client’s perspective will help me provide a better client service in private practice.

Overall, I feel truly fortunate to have been given this opportunity and would encourage current and future trainees to consider any secondment opportunities that they are offered.

The experience has boosted my confidence and my ability to take on new challenges and responsibilities. Working on such a variety of matters has broadened my knowledge and allowed me to discover new areas of interest, which I look forward to exploring further at Michelmores. The skills I have developed will be invaluable as I progress towards qualification later this year.

The National Security & Investment Act 2021 (NSI) gives the UK government the power to block or unwind or impose behavioural remedies on transactions that pose a threat to national security. As part of this the NSI imposes mandatory notification and standstill requirements in relation to a wide range of transactions across 17 defined industry sectors and provides a means for making voluntary notifications for transactions falling outside these that may raise national security concerns. We have covered these in a previous article – National Security & Investment Act 2021: What you need to know.

We have also analysed the latest statistics which show which types of transaction (in terms of sectors and the nationalities of acquirers) have tended to raise national security concerns – UK National Security risks for UK and international acquirers.

A recent case (LetterOne v Chancellor of the Ducy of Lancaster in the Cabinet Office), the first judicial review of the application of the NSI provisions, has shone a light on the previously opaque process by which the government goes about analysing national security risks and potential remedies. This is helpful for parties to the small number of transactions not cleared within the initial 30 working day period (or otherwise subject to a ‘call in’ notice) as it provides a clear focus for their ongoing interactions with government regarding the assessment of national security risks and potential remedies.

Three assessments

The Investment Security Unit (ISU) which sits within the Cabinet Office manages NSI assessments. There are three elements leading to a final decision imposing remedies:

• Investment Security Risk Assessment (ISRA), which includes a Diplomatic Assessment and an Economic Assessment
• Remedies Assessment
• Representations Assessment

The ISRA

The ISRA sets out the ISU’s assessment of national security risks arising from the trigger event. It is authorised by a member of the Senior Civil Service within the ISU. This contains reasons for recommending to the Secretary of State (the decision maker) that a final order be made (or presumably not made).

The ISRA includes information provided by other relevant government departments with relevant knowledge and expertise. It also contains a Diplomatic Assessment by the Foreign, Commonwealth and Development Office and an Economic Assessment by the lead department for the relevant sector of the UK economy.

Remedies assessment

The ISU also prepares the Remedies Assessment which sets out the actions which may prevent or effectively meet the risks described in the ISRA, including a recommendation to the Secretary of State.

The Remedies Assessment analyses each potential remedy according to effectiveness; likely level of compliance; enforceability; cost or burden to the Government; and cost or burden to the parties to the final order.

Individual remedies may be grouped into packages for their cumulative effect.

The ultimate remedy is prohibition (or divestment to an approved new owner for a completed transaction). Other remedies imposed to date, which relate to different categories of concerns in different sectors, include:

• requirements to continue to provide specified services to government;
• retaining operations and decision-making within the UK;
• meeting certain requirements relating to board composition, board committee membership and board committee functions, including:
  • the establishment of a committee or group within the relevant entity to oversee strategic work which has an impact on or is in respect of national security;
  • obtaining UK security vetting clearance for certain members of the Executive and Board of Directors;
  • appointing a government approved board observer with access to all information and meetings; and
  • appointing a security officer with relevant security clearances to have oversight of security requirements;
• requiring the carrying out of a security audit by a government approved auditor and producing a report setting out new security measures;
• imposing requirements in relation to IT equipment, data storage, access and handling;
• implementing protocols concerning site visits and business travel (physical information security requirements);
• requiring government approval for particular operations;
• placing limits on the information provided from the business to its owners;
• imposing notification requirements relating to future ownership changes (beyond the standard National Security & Investment Act requirements); and
• reporting to government on all new customers of particular assets and carrying out specified due diligence checks on customers.

Representations assessment

This summarises all representations received for or on behalf of those who will be affected by a final order, including any representations relating to national security risks and potential remedies.

Final decision

The final decision is made by the relevant Secretary of State (currently the Chancellor of the Duchy of Lancaster in the Cabinet Office) on the basis of these assessments.

Conclusion

Parties to transactions which have been ‘called in’ for detailed scrutiny will need to focus their representations to government with these three assessments in mind.

Parties will also need to understand from the ISU and relevant other government department(s) as far as possible the actual national security concerns to be able to seek to provide comfort in relation to these or propose targeted remedies as appropriate. In some cases this may be obvious, however, in others this may be challenging given the secret nature of national security issues but is important in making headway in these cases and enabling the transaction to proceed.

If you would like to discuss any of the issues raised in this article, please contact Noel Beale or your usual Michelmores contact.