Lawrence Stephens has advised The Cotswold Company, the well-known premium furniture and homeware brand, on commercial contracts to support the expansion of its omni-channel presence through third party retailers. The company has launched its products on NEXT.co.uk and with John Lewis & Partners online, alongside the introduction of a dedicated brand space within the iconic Peter Jones store in Chelsea.
Founded in 1996, The Cotswold Company offers a range of thoughtfully designed furniture, with a focus on quality materials and craftsmanship. These contracts mark the brand’s first entry onto third-party retail platforms, complementing its fast-growing e-commerce site and 10 UK showrooms.
In a recent article in Retail Week, Cotswold Company chief executive Ralph Tucker said: “With our new partnerships with John Lewis Partnership and Next – both of which have gone live in time for Christmas – we’re making tangible steps towards delivering growth and becoming one of the UK’s leading premium homeware brands.”
Rachael Pinchbeck, Head of Commercial Finance, The Costwold Company said “Bradley and Craig were a pleasure to work with. Their contractual expertise and retail experience resulted in the smooth and timely completion of contracts ahead of our successful launches. We look forward to working with Bradley and the Lawrence Stephens team on future projects.”
Director Bradley Lee advised on the commercial contracts, while real estate advice was provided by Director Craig Mullen.
Lawrence Stephens is delighted to have advised The Compliance Group on the acquisition of Electrical Test Midlands (ETM), a leading specialist in electrical testing and compliance with over two decades of expertise.
Established in 2019, the Compliance Group is a leading integrated provider of safety and regulatory compliance services across electrical, fire and water. They help their clients to reduce risk, improve safety and assure regulatory compliance in a wide range of sectors.
The Group, one of the Ansor portfolio of companies, has become one of the UK’s leading compliance businesses through a combination of organic growth and acquisition. This is the Group’s fourth acquisition in 2024, following the earlier acquisitions of CT Fire Protection, Fire Safe Services and Intersafe. Lawrence Stephens is proud to have advised on all these transactions.
The team was led by Managing Director Steven Bernstein, with assistance from solicitors Isobel Moran and Carla Bernstein.
Phil Campion, Managing Director of Compliance Group Electrical, said of the deal: “ETM brings an exceptional level of technical skill, a commitment to customer service, as well as shared values of responsibility and sustainability. We are excited to welcome them into Compliance Group’s Electrical Division and further strengthen our position in the electrical safety and testing space and offer more comprehensive services to our clients across multiple sectors.“
Rachel Reeves finally delivered the first budget of the new Labour Government on 30 October 2024. Following intense speculation beforehand (including our own!), industry commentators in the aftermath of the announcements were suggesting that the budget was not as dramatic as they had expected. Perhaps this was more down to the carefully thought-through campaign leading up to the announcements and an excellent presentation of the changes on the day.
Most commentators have, however, pointed out that these changes will mean that businesses and entrepreneurs will be paying more tax, in some cases as soon as today. Now that the dust has settled and further analysis has taken place, we can take a look at the key changes introduced and their implications for owner-managed businesses.
Capital Gains Tax (CGT)
Business owners considering selling their company will be very interested in any changes to CGT. These were keenly anticipated, and it was confirmed that these and the tax on carried interest will rise from April 2025.
With immediate effect, the rates of CGT increased from the current 10% (for basic rate taxpayers) and 20% (for higher and additional rate taxpayers) to 18% and 24% respectively. There are special provisions for contracts entered into before 30 October 2024 but completed after that date. Anti-forestalling rules were also introduced with immediate effect which can, in certain circumstances, apply to unconditional contracts entered into before 30 October 2024 which were not completed by then. The rates for selling second properties remain at 18% and 24% respectively.
The CGT rate for Business Asset Disposal Relief (BADR), which can apply to lifetime gains of £1m on certain disposals by employees and directors in their unlisted businesses, will continue. However, the tax rate will increase from the current 10% to 14% for disposals made on or after 6 April 2025, and from 14% to 18% for disposals made on or after 6 April 2026. It has been calculated that this will mean an increased bill of up to £80,000 for those planning to sell their businesses after April 2026.
Investors’ Relief (IR) provides for a lower rate of CGT to be paid on the disposal of ordinary shares in an unlisted trading company where certain criteria are met, previously subject to a lifetime limit of £10m of qualifying gains for an individual.
It is aimed at encouraging entrepreneurial investors to inject new capital investment into unquoted trading companies.
The CGT rate for IR, which applies in similar circumstances to BADR but where the investor is unconnected with the business, will increase in parallel with the BADR rates. Furthermore, the lifetime limit for this relief will also reduce from £10m to £1m for disposals made on or after 30 October 2024, significantly limiting its financial benefit going forward.
Carried interest changes
Carried interest refers to the performance-related rewards received by fund managers, primarily in the private equity industry. Previously, carried interest was taxed at lower capital gains tax rates, compared with income tax rates. The Budget changes included an increase in the CGT rate for all carried interest gains to a new flat rate of 32%, applying to carried interest arising on or after 6 April 2025. This is a temporary measure ahead of wider reforms that will apply from the following tax year. From 6 April 2026 a specific tax regime for carried interest will be introduced, moving it from the CGT framework to income tax. All carried interest will then be treated as trading profits and subject to Income Tax and National Insurance Contributions (NICs). However, the amount of ‘qualifying’ carried interest subject to tax will be adjusted by applying a multiplier resulting in an effective tax rate at 34.1% including NICs. Some might see this change as somewhat cosmetic, but it seeks to deal with some of the negative perceptions about carried interest representing remuneration rather than true capital gains.
These are all significant changes but, according to an analysis by Grant Thornton, this “still presents an attractive environment for management incentives and investors and is unlikely to discourage ongoing deal activity”. They “therefore expect the impact on M&A to be less severe than anticipated with the announcements ensuring the UK remains an attractive and internationally competitive environment for investors”.
Changes to Inheritance Tax (IHT)
While the CGT announcements were not as drastic as some had been speculating, the IHT reforms present a substantial shift in the tax landscape, especially for entrepreneurs and business owners. The changes introduced in the budget have particularly alarmed farmers and small business owners as from 6 April 2026, a 20% tax rate – half the headline inheritance tax rate of 40% – will be applied to the value of farms and businesses worth more than £1m when they are passed on.
The existing 100% business property relief and agricultural property relief will continue only for the first £1m of combined agricultural and business property after 6 April 2026. The rate of relief will be 50% thereafter, effectively making this a 20% IHT charge.
This presents a risk for family business owners as well as their companies, which will no doubt have to play a major part in funding any IHT that is due.
Changes to National Insurance contributions
From April 2025, employers’ NICs will increase from 13.8% to 15%. The threshold at which employer NICs become payable will fall from £9,100 to £5,000. To help mitigate these additional NICs costs for smaller employers, the employment allowance (which allows businesses whose annual NICs bill is less than £100,000 to reduce their NICs costs) will increase from £5,000 to £10,500 per year, and will apply to all businesses as the £100,000 threshold will be removed.
These changes present a challenging scene for our retailer and hospitality clients. The changes in NICs will be accompanied by increases to the National Minimum Wage and National Living Wage rates. This rising cost base will be particularly felt by people heavy businesses, perhaps making life on the high street even harder.
Posted on: September 26th, 2024 by Hugh Dineen-Lees
Lawrence Stephens advised workplace caterer Genuine Dining and its shareholders, including investor Luke Johnson and CEO Chris Mitchell, on its acquisition by WSH, a leading food and hospitality company.
This acquisition by WSH will support Genuine Dining’s growth and development in partnership with an industry-leading business.
CEO of Genuine Dining, Chris Mitchell, commented: “The excellent advice and personal attention of the team at Lawrence Stephens were a huge help in making this transaction as smooth as possible.”
Director James Lyons added: “We are delighted to have advised the selling shareholders of Genuine Dining on this significant transaction – Lawrence Stephens has worked alongside Luke, Chris and the rest of the Genuine Dining team for a number of years and the sale to WSH marks an exciting moment in the continued growth ambitions of the business.”
If you need assistance with a corporate transaction or need advice on the drafting of employment agreements, please contact a member of our Corporate and Commercial or Employment teams.
Lawrence Stephens is delighted to announce the promotion to Director of five exceptional colleagues who have consistently demonstrated a drive for excellence and dedication in delivering the best outcomes for their clients at all times.
Rachel Coulthard from our Real Estate Finance and Banking team, acts for borrowers and lenders across bridging finance, development finance, secured lending and high-value refinances of property and property portfolios.
From our Corporate and Commercial team, Katherine Zangana has over a decade of experience acting for small and medium-sized businesses, specialising in acquisitions, restructuring and other corporate transactions, as well as commercial contract matters.
Having previously worked in the firm’s Dispute Litigation team, Abtin Yeganeh becomes Director in our new Property Litigation department, advising clients in relation to all aspects of real estate disputes – including secured recoveries, trespass, professional negligence, and landlord tenant matters
Having led the firm’s Family department since November 2023, Jim Richards and Eleanor Wood are both highly experienced solicitors with significant experience acting for a wide range of clients including high-net-worth and high-profile individuals, foreign nationals, non-domiciles, UK nationals living abroad, and multinational families.
Steven Bernstein, Managing Director at Lawrence Stephens, commented:
“With these five Director promotions, and the launch of a new department for the firm, we are proud to be continuing to demonstrate Lawrence Stephens’ growth and cross-departmental expertise. Rachel, Katherine, Abtin, Ellie and Jim’s cross-sector practices reflect the full-service approach we take at Lawrence Stephens, and how we are able to deliver the best outcomes for our clients.”
