Bruce Battersby PR (1) Y resizedLindsays is pleased to welcome Bruce Battersby who has recently joined their private client team in Glasgow as a Senior Solicitor.

Bruce assists individuals and business owners with the administration of estates, the setting up and administration of trusts and with the preparation of tax efficient Wills and Powers of Attorney. He also advises clients on succession and inheritance tax planning.

Bruce is a member of the Society of Trust and Estate Practitioners (STEP).

Callum Kennedy, Partner and Head of Lindsays Private Client team, commented:

“We are delighted to welcome Bruce to our team and look forward to working with him. His appointment reflects the growing demand for our legal services and will further enhance the services we already provide to our clients.”

Lindsays’ private client team offers advice and expertise to individuals and business owners on matters involving succession planning, trusts, Wills, Powers of Attorney and the administration and winding up of estates.

David Dunsire - PR (3)Lindsays is expanding its corporate team with the appointment of David Dunsire who joins as a Consultant in Edinburgh.

David, a well-known figure in both legal and business circles across Scotland, has been advising businesses and third sector organisations for the last 35 years.

David joins Lindsays as a Consultant bringing his considerable expertise in company law, corporate finance and charity law. He has particular experience in the fields of acquisitions and disposals, MBOs, start-ups, joint ventures, hospitality and leisure, partnerships, reorganisations, commercial contracts and other corporate and commercial matters.

David also has longstanding experience advising charities on structuring, governance, compliance, mergers and acquisitions, as well as the issues arising with joint and collaborative working, and contractual advice.

Alasdair Cummings, Managing Partner at Lindsays, said: “We are delighted to welcome David to Lindsays. His appointment strengthens our firm’s position in the corporate sector which is a key element of our strategy. David’s experience will enhance the services we offer our business and charity clients.

“We look forward to working with David to continue growing our presence in this area and believe his collegiate approach complements our own.”

Commenting on his new position, David Dunsire said: “I am delighted to be joining Lindsays, which has an excellent reputation for quality and client service. I am sure this will be a very good fit for me and my clients. ”

A new Code of Practice is being introduced in January 2018, regulating the way letting agents deliver their services in Scotland

On 31 January 2018 anyone who undertakes residential letting agency work in Scotland must ensure their service delivery is fully compliant with The Letting Agent Code of Practice (Scotland) Regulations 2016. The Code has been designed to follow the lettings process from start to finish and regulates the activities of an agent, from signing up landlords to taking instructions and managing the agreement to ensuring adequate protection of clients’ money and holding appropriate insurance.

Who is affected by the new rules?
The new rules apply to “every person who carries out letting agency work”, meaning it could impact on a number of organisations and businesses which may not generally be considered as letting agents.

In the Act, letting agency work is defined as work which is:

• undertaken on behalf of a private landlord who wants to let their property out to a tenant; or

• undertaken to manage a property (including collecting rent, inspecting the property and arranging for repairs and maintenance) which is either currently or is intended to be rented out to a tenant.

This definition is wide and it may not be obvious whether or not your activities could be considered ‘letting agency work’, and in unusual cases the determining factor will be the circumstances of the arrangement you have in place. Sometimes scenarios involving rural estates and multi-function organisations could fall into this category.

When do I need to register by?
It will also be mandatory for individuals and organisations undertaking letting agency work in Scotland to be registered by 31 September 2018. All those applying to be on the register will need to meet standards as laid out in a ‘fit and proper person test’ and comply with the necessary training requirements in order to be accepted.

Failure to comply and operating as a non-registered letting agent will be a criminal offence and the courts could impose a maximum fine of up to £50,000 and prison sentences of up to 6 months for those convicted.

How do I get ready?
If you work in the private letting sector you should be familiar with the Code of Practice and consider revising your Terms of Business, internal policies and procedures in preparation for the Code coming into force. It is likely the register will start accepting applications in early 2018, so applications should be made as soon as possible to avoid unforeseen delays.

Douglas Roberts PR (5) Y resizeDouglas Roberts, Partner in Lindsays’ Corporate team, provided legal advice to Harvey Map Services for setting up an Employee Ownership Trust to secure the future of the market-leading business.

Harvey Maps is a 40-year-old, Doune-based professional mapmaking service for enthusiasts of outdoor pursuits such as orienteering, hill walking and mountain marathons.

Douglas worked on the transition to employee ownership for the company alongside Co-operative Development Scotland (CDS), the arm of Scottish Enterprise which promotes collaborative business models. An Employee Ownership Trust has been formed and will hold 90% of the shares on behalf of the employees.

Susan Harvey, co-founder of Harvey Maps, said: “In due course we will want to retire. However, having formed and developed this business into a market leading company over the past 40 years, we didn’t want to sell to a competitor and see our life’s work absorbed into another company.

“We wanted a succession solution which gave the company, the jobs and the brand a good chance of continued independent existence following our retirement; employee ownership ticked all of our boxes.”

Douglas Roberts, commented “We are delighted to have assisted Harvey Map Services in their transition to employee ownership, which offers an ideal solution to their succession planning.

“This structure will allow the company to protect the future of their business as well as providing all the well-established benefits of the employee ownership model including higher profitability, productivity and employee engagement and wellbeing.”

Anna McLaggan - PR (7) Y resizedLindsays is delighted to welcome new Associate Anna McLaggan who has recently joined their rural services team in Edinburgh with the specific remit of overseeing the growing number of voluntary registrations under the Land Registration etc (Scotland) Act 2012.

Anna has over twenty years’ experience in dealing with a wide range of rural property matters including estate work, voluntary registration, large scale land referencing for infrastructure projects, aquaculture and barony work.

Michael Yellowlees, Partner and Head of Rural Services at Lindsays said: “We are delighted to welcome Anna to the team. The legislative developments in this area, particularly with regards to land reform and land registration mean that Anna’s expertise will be invaluable, adding to the strength of our existing team, and enabling us to continue providing an excellent service to our rural clients.”

PICTURE BY GARETH EASTON. FREE TO USELindsays is pleased to announce its planned merger with well-established Edinburgh firm, Aitken Nairn W.S. on 22 January 2018. The merged firm will be known as Lindsays.

The merger will see Aitken Nairn W.S. partners Kenneth Stanley and Morag Yellowlees, along with 15 members of staff, joining Lindsays in its offices at Caledonian Exchange.

Alasdair Cummings, Managing Partner of Lindsays, commented: “We are delighted with this merger. Aitken Nairn W.S. has an excellent reputation, in particular in residential property and the services it offers to individuals and families. We look forward to welcoming Morag, Kenneth and their colleagues to our full service team.”

Kenneth Stanley, Partner at Aitken Nairn W.S., said: “This is an exciting time for us. This merger with such a highly-regarded law firm is a great cultural fit as the team at Lindsays share our core value of delivering an excellent service to clients.”

Morag Yellowlees, Partner at Aitken Nairn W.S., added: “We look forward to bringing further benefits to our clients through access to additional areas of expertise such as family law as well as employment, corporate and commercial advice for our clients with business interests, but at the same time maintaining the personal service we have provided at Aitken Nairn.”

Pictured (L-R): Ken Stanley and Morag Yellowlees, Partners from Aitken Nairn and Ian Beattie, Chief Operating Officer and Alasdair Cummings, Managing Partner both from Lindsays

Alasdair Cummings (2) - Yes cropped & resizedLindsays has moved to new offices in central Glasgow, reflecting the growth of the award-winning law firm’s team, services and client base in Glasgow and the West of Scotland.

The new offices are at 100 Queen Street, at the heart of the city’s corporate and professional services district in the building recently recognised as the Best Refurbished and Recycled Workplace at the British Council for Offices’ regional property sector awards. The new base offers a client-friendly and professional environment for the full-service legal firm, which now has almost 60 staff in Glasgow.

Lindsays has taken the 3rd floor of the newly refurbished Art Deco building, which is close to all major transport links and convenient for clients from both Glasgow and beyond.

Alasdair Cummings, the firm’s Managing Partner says, “As a result of our growth in Glasgow, we’d outgrown our old offices in Royal Bank Place. The move to Queen Street has put us exactly where we want to be – with the space, professional facilities and location to support corporate clients, charities, families and individuals with all the legal services they need.”

Alasdair added, “Our move sees the relocation of an award-winning firm to an award-winning building. This gives us a great place to develop our team in Glasgow and we are excited about embarking on this new chapter for the firm.”

Lindsays’ growth in Glasgow has been both organic and through acquisitions. The firm acquired Brodies’ personal injury business earlier this year which strengthened the Glasgow team, and brought the number of partners based here to 11. These partners include the heads of Lindsays highly-regarded employment law, family law, and personal injury teams.

Overall the firm has grown significantly over the last five years and staff numbers have increased by 46%, expanding its full-service presence across all three of its city-centre offices in Edinburgh, Glasgow and Dundee. Lindsays now has 44 partners and over 200 staff.

Douglas Roberts PR (5) Y resizeA multi-service team from Lindsays advised Black & Lizars on all aspects of the transaction which included corporate input from Partner, Douglas Roberts, property advice by Stacy Campbell, Director, and employment law assistance from Ben Doherty, Partner.

Black & Lizars, one of Scotland’s largest independent optical groups, has acquired Clements Hearing Services in Glasgow as it expands its offering in audiology. Black & Lizars already provides audiology services across a number of practices, as well as in people’s homes. This deal will boost the optical group’s audiology offering by providing a central, stand-alone location to build and develop services.

Douglas Roberts, who led Lindsays team for this deal, commented “We are delighted to have helped Black & Lizars in all legal aspects of completing this important strategic acquisition.”

Michelle le Prevost, Managing Director of Black & Lizars said: “Clements is a state-of-the-art centre of excellence and allows us to offer the highest standard of service to existing and new patients. It will help us explore new routes to market and form the building blocks for future development, including recruitment and training.”

Lindsays’ Partner Douglas Roberts, from the firm’s sports law team, advised Scottish Building Society as it became the first major sponsor of Scottish Women’s Football (SWPL).

The world’s oldest building society, the Scottish Building Society, has become title sponsor of Scottish women’s senior football leagues after agreeing a six-figure sponsorship deal over the next three years. This significant investment will ensure continued growth and development at a key time for the sport and also means that for the first time prize money will be presented to the League winners in 2018.

Douglas commented: “Lindsays are delighted to have assisted SBS with this significant sponsorship package”.

Kerra McKinnie, Head of Marketing and Communications at the Scottish Building Society, said: “We are grateful for the valuable legal advice provided by Lindsays and their expertise in sports law was of great help in agreeing this deal.”

Owners of shares in UK companies may no longer be able to shelter behind nominee shareholders due to the People with Significant Control (PSC) reporting rules.

Increasing the transparency of the ownership and control of UK companies is the purpose of the People with Significant Control (PSC) legislation introduced last April. As a result, and depending upon the size of the shareholding, owners of shares in UK companies may no longer be able to shelter behind nominee shareholders.

Until March 2016, a nominee shareholder protected the identity of the beneficiary of the shareholding (i.e. the actual owner) and was an individual, company or LLP that held shares on behalf of the actual owner. In the context of a company, a nominee shareholder is named publicly as the holder of the shares but is accountable to the actual owner of the shares, who remains anonymous. Generally, the relationship between the nominee shareholder and the actual owner is governed by a Declaration of Trust (or other confidential nominee agreement) which establishes that it is the actual owner who owns the shares, not the nominee.

Today, any PSC of a company or LLP must have their details included on a public register to provide greater transparency regarding ownership. As a result, a number of new conditions have been incorporated into the Companies Act 2006, the main one being that a company or LLP must provide a statement detailing which persons hold, directly or indirectly, more than 25% but not more than 50% of the shares in the company.

BIS Guidelines

The Department for Business Innovation and Skills (BIS) has published non-statutory guidance which gives examples of the types of relationships and roles that a person can have with a company, and that may imply that such a person is deemed to have significant influence or control over that company. A summary of this guidance is available here.

BIS indicates that if shares or rights in a company are held by a nominee, the company should treat them as if they were held by the person for whom the nominee is acting.

Importantly, companies have a duty to take reasonable steps to find out if there are any registrable members and individual shareholders are required to disclose their interest if they should be named on the PSC Register. Lindsays previous article on PSC can be read here.