On Balance Spring/Summer 2014

Spring/Summer 2014 Issue 5
Weighing the issues of commercial law
TOP OF THE CLASS
On Balance spoke to EMCOR UK Group
Executive Director, David Parker and HSE
Manager, John Valjalo about how the
company’s forward-thinking approach and
investment in training has helped establish
it as a global market leader.
BREAKING NEW
GROUND
Andy Paling, Managing Director of
GreenAcres Woodland Burials, discusses
how their business is revolutionising the
funeral and burial industry in the UK.
FLYING HIGH
On Balance spoke to Mick Whiteley,
Vice President of HR at Swissport, and
Stuart Jones, Partner at Weightmans,
on how businesses can achieve bigger
and better outcomes.
BLAZING A TRAIL
Andy Henshaw, Chief Innovation
Officer and co-founder of Vee24, talks
to On Balance about how they are
taking the online retail experience
into the future.

1 On Balance Weighing the issues of commercial law
CONTENTS
3-6 14-16
BLAZING A TRAIL
Andy Henshaw, Chief Innovation Officer and
co-founder of Vee24, talks to On Balance about
online engagement technology and how their
software is taking the online retail experience
into the future – and fast.
TOP OF THE CLASS
On Balance spoke to EMCOR UK Group
Executive Director, David Parker and HSE
Manager, John Valjalo about how the company’s
forward-thinking approach and investment
in training has helped establish it as a global
market leader.
7-8
9-13
FLYING HIGH
On Balance spoke to Mick Whiteley, Vice President
of HR at Swissport, and Stuart Jones, Partner at
Weightmans, about how businesses and law firms
can work together to achieve bigger and better
outcomes and the importance of employment law
and HR planning.
BREAKING NEW GROUND
Andy Paling, Managing Director of GreenAcres
Woodland Burials, talks to On Balance about
how the business is revolutionising the funeral
and burial industry in the UK.
17-18
19-20
MAXIMISING POST-
RECESSION GROWTH
As the economy starts to improve, Danielle Best
explains how to get rid of the passengers.
STRONG FOUNDATIONS
The latest figures from the Office of National Statistics
have confirmed that the construction industry is
steadily improving and analysts are forecasting
continued growth for the rest of the year and into 2015.
21-22
OFF THE SCALE
CONTINUED EXPANSION
OF OUR COMMERCIAL TEAMS
LADIES FIRST!
INTERNATIONAL FESTIVAL
FOR BUSINESS
© Copyright. Weightmans 2014. All rights reserved.

Issue 5 Spring/Summer 2014
2
INTRODUCTION
Welcome to Issue 5 of On Balance, the
commercial magazine from Weightmans that
examines the issues affecting our clients.
With the economy reporting the strongest period
of growth in Quarter 4 of 2013, many businesses
are continuing to focus on driving value and
return on investment through innovation and
diversification. This issue is packed with stories
about how our clients are looking for creative
ways to grow and are increasingly looking for
high quality, commercially driven services which
offer a range of solutions from strategic HR
initiatives, finding partners for corporate funding,
down to day to day business management. More
and more of our clients are wanting the corporate
memory and knowledge of their business that
comes from relationships with a single legal
provider. This enables a cohesive team-based
approach to problem solving and businesses
are reaping the rewards.
As we continue to expand, we need to implement
an infrastructure that supports our advanced
processes and initiatives to improve the way we
deliver services to our clients. Technology is at the
core of our business and we’re constantly working
to develop new ways of enhancing our clients’
experience; our efforts to work smarter have a
positive and direct effect on them.
I do hope that 2014 is economically vibrant for
you and as ever, if you have any feedback on the
magazine, or if you’d like to feature, please do let
me know.
As part of our own strategy for long term growth,
Weightmans has made the decision to implement
innovative technology platforms 3E ® and
MatterSphere ® . Working with Thomson Reuters
Elite (TRE), a leading global provider of enterprise
business management solutions, we will use
the platform to consolidate matter, document,
practice and financial management functions. In
today’s fast moving legal sector, being alive to the
challenges facing all law firms is business critical.
Tim Lang, Commercial Director
0121 200 8111
tim.lang@weightmans.com

3 On Balance Weighing the issues of commercial law
“Reassurance is a big part of any purchase. Customers
want to feel as though they’re making the right decision,
and online retail can be a lonely place.”
© Copyright. Weightmans 2014. All rights reserved.

Issue 5 Spring/Summer 2014
4
BLAZING
A TRAIL
Andy Henshaw, Chief Innovation Officer and
co-founder of Vee24
There was a time when to receive a personal retail service, including
human interaction and advice, you would need to visit a store during
its opening hours and wait in a queue. That is until unconventional
British start-up Vee24 set in motion a chain of events that have changed
the way we shop.
More and more people are taking their custom online, so what’s the next
step? Andy Henshaw, Chief Innovation Officer and co-founder of Vee24 talks
to On Balance about online engagement technology and how their software
is taking the online retail experience into the future – and fast.
Founded in 2006, Vee24 specialises in live engagement, primarily through
websites, but also offering interaction via click-through prompts from emails
and applications (Apps).
“The premise is offering real-time help for website users, recommending
products and engaging with them on a very intricate level,” says co-founder
Henshaw, who has worked within the internet sector since 1995.
“Reassurance is a big part of any purchase. Customers want to feel as though
they’re making the right decision, and online retail can be a lonely place.”
The evidence is most certainly there: conversion rates for websites typically
hover at around 2%, whereas in-store, brands can convert up to 20% of visits
into sales. “It’s clear the draw is service, help and advice which is where we
come in,” he explains.

5 On Balance Weighing the issues of commercial law
Vee24 aimed to increase this conversion rate for online
purchases by making this assistance and service available
virtually. Their first client, Lexus, went live with the system in
2009. Since then, the company has gone global, with a range
of high profile brand names including Vodafone, Audi, DFS,
Schuh and a number of other international clients.
“The system is being used in lots of different markets – from
hospitality, general retail and automotive,” says Henshaw.
“It works in a variety of different ways and the product can be
tailored to suit the brand and its customers very specifically.”
The technology itself allows people browsing websites to videochat
or text-chat to agents
in real-time. Shoppers
“
The technology itself allows people browsing
websites to video-chat or text-chat to agents in
real-time. Shoppers can ask questions of agents
and receive quick responses.
can ask questions of
agents and receive quick
responses. “As well as
being able to see, hear,
speak to and/or text-chat
with customers through
their web browser, the
agent can also co-browse,
push pages and allow them
to see any information they want to direct to their screen – this
could be any rich media including video, web pages, brochures
or pdfs. We can also help customers fill out forms remotely and
even take them through the check-out pages. It is as versatile
and adaptable as the client base we serve,” he adds.
Vee24’s technology is constantly evolving to stay one step
ahead of the market; Henshaw explains how the original idea
was developed in 2007 “before the word video-chat even
existed.” As faster internet speeds and connections became
available, and more video-enabled devices such as iPads
and smartphones were developed, the market has moved on
apace. “We predict it will explode in the next three years,”
Henshaw adds. “Demand is at an all time high and it is
growing by the day.”
There is various video-chat software on the market, but
Henshaw tells us the unique selling point of Vee24 is that
the software operates within the customers’ browsers. “Our
service can be accessed across multiple platforms and does
not require an app, or specific OS,” he explains. “We can also
push an invite or offer of assistance directly to the customer’s
screen via behavioural targeting, which analyses any patterns
and browsing habits and adapts the customer service
response to suit this.”
After five years of establishing the technology and proving
its value, Vee24 was providing its service to a number of
high profile clients and sought to take the company to the
next level, securing
$5.5 million in funding
from two venture
capital funds based in
Boston, Massachusetts.
Weightmans, with a
team led by Partner
”
and Head of Corporate
and Commercial, Paul
Raftery, were lead
advisers on the transatlantic deal which opened Vee24 up to a
whole new marketplace.
Continues Henshaw: “The investors really shared our vision
for expansion – the US is a great market for video chat
software as by its very nature, is extremely customer
service-centric, and a world leader in next generation
internet and technology developments.”
Weightmans advised on the fundraising, due diligence
and contractual points, helping to create a new US holding
company structure, assign intellectual property rights and
establish a new employee share scheme.
“Their experience was invaluable throughout the process,”
says Henshaw.
© Copyright. Weightmans 2014. All rights reserved.

Issue 5 Spring/Summer 2014
6
Vee24 is now headquartered in Boston, Massachusetts under
the guidance of a new US Chief Executive Officer and is live
in eight countries worldwide, including Japan and Germany,
working with some of the world’s most respected brands and
businesses. “Audi use our system in Japan, and Lexus use
our system in Germany,” says Henshaw. “We are working
with world leading brands across the globe.”
The funding has been directly invested into Vee24
technology, developing new products with more features
and functionality, and regional sales teams in the US have
been employed which are helping the business blaze a
trail. “The numbers are speaking for themselves - we have
doubled our sales this year so far,” continues Henshaw.
“The number of enquiries for this technology is accelerating
beyond anything we could have imagined.”
As Chief Innovation Officer, Andy Henshaw is based in
the UK. His main role right now is “steering the future
technology for Vee24, with one eye on the technology itself
and one eye on what’s happening within the consumer space
– and identifying the next big areas.” He cites communicating
through TV sets and via in-car systems as the new key
areas for the business in the bid to “wrap another layer of
opportunity around the technology offering to take customer
service to a whole new level.”
He has some remarkable ambitions for the future, and
explains how the internet will continue to grow and develop
into a bigger and better force: “We’re looking at digital
interaction never seen before – you could see a holiday
advertised on your TV, and the next moment someone could
be giving you a virtual tour of the hotel from your sofa,
giving consumers the chance to interact with a brand within
seconds of an advert or promotion.
“This is what brands will need to really compete in the retail
space of the future – the way I see it, the internet future for
online marketing will be to sell someone a product or service
before they’ve even thought about buying it – you need a
finger on the consumer’s pulse, to be in a situation where
you are able to anticipate their needs before they have – that
is how far ahead of the curve you should aim to be, and our
technology is taking people there.”
It’s certainly an exciting journey and one which is just
beginning. By 2017, Henshaw estimates that 25% of the
world’s consumer-facing websites will need some form of
online interaction/live assistance in order to embrace the
changing requirements of their customers.
With a turnover in the millions, and forecasts leading into
the tens of millions over the next few years, it is clear Vee24
is leading the way on the future of consumerism. Henshaw is
not resting on his laurels just yet though. “Interaction, service
and accessibility are the future, and companies that grasp
this ethos with both hands are the ones that will fly into the
future and into the homes of billions of customers. It’s a very
exciting time.”
“Helping secure such great financing partners for Vee24 was
thrilling,” says Paul Raftery, Partner and Head of Corporate and
Commercial at Weightmans.
“Vee24’s challenge was to secure investment and this was a key
area where we could really use our expertise and contacts in the
market to add value to the client relationship. Our aim was to
support Vee24 so they could broaden their reach and break into
the key US and Asian markets. Transatlantic deals are always both
challenging and rewarding; there is real appetite for investment in
the US, especially in innovative companies such as Vee24. When
you’ve worked hard for months to secure a deal that’ll really boost
your client’s growth, it’s a great feeling, and we love being a part
of our client’s success.”
Concludes Paul:
“We acted as lead advisers on the deal, not simply on the legal
aspects of a complicated suite of investment documents, but
also on the commercial and financial aspects. Working to find a
true commercial solution isn’t what most people expect of their
lawyers, but partnership means finding the right way to make it
happen. You get that every time at Weightmans.”
Paul Raftery, Head of Corporate and Commercial
0161 214 0528 | paul.raftery@weightmans.com

7 On Balance Weighing the issues of commercial law
FLYING
HIGH
Merging two established organisations is not merely the
combination of two operations under one management and
brand name. Integration combines and transforms all kinds of
processes, systems and organisational structures.
Stuart Jones, Head of Employment
0151 242 6523 |
stuart.jones@weightmans.com
On Balance spoke to Mick Whiteley, Vice President of HR at
Swissport, and Stuart Jones, Partner at Weightmans, about how
businesses and law firms can work together to achieve bigger
and better outcomes and the importance of employment law
and HR planning.
In December 2013 Swissport officially acquired Servisair,
bringing together more than 55,000 dedicated personnel
across 44 countries. Over 224 million airline passengers
every year are now looked after by the world’s largest provider
of ground and cargo services to the aviation industry.
After previously being at Servisair, Mick Whiteley now looks
after HR for the combined Swissport operation, and works
solely with Weightmans for employment law. “We instruct
Weightmans on all of our employment issues nationwide and
do so proactively to prevent issues arising in the first place
wherever possible,” he explains. “They also assist us with
any tribunal claims and provide us with a reliable and
cost-effective service.”
As Vice President of Human Resources, Mick is based in
Runcorn but his job overseeing the employees over the
whole of the UK means that he travels cross country on a
regular basis, visiting all major national airports.
Rather than instruct various advisers over a number of
locations, Mick prefers to work with Weightmans across the
board: “Weightmans is a national team, meaning they’re
available no matter where we need them. Having this one
provider of employment law advice is both a practical and
reliable way of working and the relationship with the firm is
an integral part of the business.”
Weightmans Partner Stuart Jones has worked with Mick for
around six years on various projects, and Weightmans was
brought on board by Servisair after a competitive tender in
September 2013.
“As well as being available around the clock for general
employment law guidance and support we also advise on the
more complex employment issues as and when they need it,
such as this huge merger and the transfer and consolidation
of the workforce that follows this process. We also support
the company through any proposed industrial action,”
explains Stuart.
“
Weightmans is a national team, meaning
they’re available no matter where we need them.
Having this one provider of employment law
advice is both a practical and reliable way of
working and the relationship with the firm
is an integral part of the business.
”
© Copyright. Weightmans 2014. All rights reserved.

Issue 5 Spring/Summer 2014
8
Legal advice
Mergers are not without their challenges, and Stuart tells
us it takes a lot of hard work, thorough planning and
determination to ensure success with as little disruption to
the businesses as possible.
“Ensuring everyone is kept well-informed and the decisions
made are focused on the clear values of the companies and
their employees is crucial to make these big changes with as
much support as possible,” he explains.
Mick adds: “The coming together of the two businesses has
added a lot of employees into what is a highly unionised
sector. There are added complexities into what we do given
that often employment is on a seasonal basis – for example,
we need more people over the summer when footfall in
airports is higher, but less in the low season. TUPE transfers
are definitely one of our more complicated areas.”
The merged company has a workforce in the thousands
in an industry that sees a lot of change of carrier
contracts, bringing with it the demands of TUPE (Transfer
of Undertakings (Protection of Employment)). Stuart
explains: “The regular switching of contracts, and therefore
employees, can lead to some very complicated TUPE
activity and this is where we come in, to ensure this work is
completed quickly with very little or no disruption involved.”
The future
Moving forward, there are many visions and challenges
ahead for this relatively new relationship.
What is TUPE
The Transfer of Undertakings (Protection of Employment)
Regulations usually apply when:
n a business or part of one is sold to the incoming employer, or
n two or more companies cease to exist and combine
to form a new company
n activities are outsourced to a contractor or brought
back in house
TUPE applies regardless of the size of the organisation, although
there are minor differences concerning how smaller employers
with less than ten employees are required to consult.
Mick said: “This transitional period has allowed us to
establish many targets over the next year and these come
with many challenges. We need to make economical choices
linked to cost savings and continue to see out any remaining
merger issues, as well as maintaining business as usual with
regards to contracts. Having a consistency of approach is key
to this, which is why it’s never been more important for us to
have a legal team who are true specialists in their field – and
we certainly have that with Weightmans.”
The future for employment law
March 2014 brought new tribunal figures to the fore,
with courts seeing a reduction of 79% following the new
legislative requirement for claimants to pay a fee in order
to bring a claim. Stuart explains that although this is
welcome news for businesses, the tide may change again
in the future as claimants and lawyers alike get wise to the
changing system: “The new fee system means spurious
claims are a lot less likely, but the market will change as
people familiarise themselves with the new requirements.
I predict claimant law firms will find new ways to incentivise
potential claimants and bring more traction to the tribunal
claims arena.”
Employers should watch this space – the fee regime is not
set in stone and if UNISON’s protestations are taken on
board, the fee requirement may well undergo review - and
potential abolition.
“We instruct Weightmans on all of our
employment issues nationwide and do so
proactively to prevent issues arising in the
first place wherever possible.”
“Employment law is an interesting and ever-changing area
and a good relationship with an expert law firm has never
been more important to us,” concludes Mick. “The New
Year brought new challenges, expectations and some very
demanding and complex legal issues but with Weightmans
on board we’re looking forward to reaching new heights.”

9 On Balance Weighing the issues of commercial law
“Our parks welcome people of all beliefs and
denominations and host funerals and ceremonies,
whether religious or secular. It’s about the service
the person and family wants, rather than what the
service provider has to offer.”
BREAKING NEW G
Bibby Line Group is a £1.4 billion turno
and employing 6,000 people. From i
into several niche sectors. One of t
accountant helped them become
Andy Paling, Managing Direc
about how the business is r
© Copyright. Weightmans 2014. All rights reserved.

Issue 5 Spring/Summer 2014
10
Andy has been working within Bibby Line Group
since 2001, when he joined as group finance
manager, moving around a number of group
companies in financial roles until late 2010,
when he took up the position of Managing
Director at GreenAcres.
“When GreenAcres became part of Bibby in 2006
I knew I wanted to look after this business – it is
definitely something special.” he tells us.
GreenAcres came into Bibby Line Group in the
very early pilot stages, with one site, Colney, on
the Western fringe of Norwich. Since then, the
company has become a market leader in the natural
burial ground industry, a benchmark against which
all other burial grounds are measured.
“Between 2007 and 2009, we opened two
sites in Epping Forest, Essex and Chiltern,
Buckinghamshire,” says Andy. “Since then, we’ve
completed a site in Rainford, Merseyside, and
started work on another in East Hampshire. We are
also going through the planning process for a site
in Kent and have several others in various stages
of the pipeline.”
The popularity of natural burial grounds in the UK
is really gaining pace. Since the first one opened
in Carlisle in 1993, there are now 274 registered
sites. “They are more natural burial grounds than
crematorium sites,” Andy tells us. “Having a nice
service in a beautiful setting is becoming so much
more important to people as they match their
deathstyle to their lifestyle. A place of rest is a very
personal choice and we are simply an alternative
option, offering a different choice to the market.”
Natural burial allows for all religious denominations
and Andy tells us how anything is possible.
“Our parks welcome people of all beliefs and
denominations and host funerals and ceremonies,
whether religious or secular. It’s about the service
the person and family wants, rather than what the
service provider has to offer,” he explains.
“All of our sites have a unique and individual
character and even though the services offered
at each one may differ slightly, according to local
expectations and requirements, we pride ourselves
on always striving to provide the best possible
experience for those who have been bereaved.
“We strongly believe in families being able to have
whatever kind of ceremony they feel appropriate for
a loved one, and will do whatever we can to enable
this to happen,” he adds.
“We have hosted ceremonies with bouncy castles,
and the Hells Angels are one of our most unusual
groups. This is a very inclusive place that offers
comfort and choice.”
ROUND
ver business, operating in more than 20 countries
ts origin in shipping, the organisation has diversified
he most fascinating is the story of how a chartered
pioneers of natural burial parks.
As the Managing Director of a natural burial
provider, understandably Andy finds that there
is no such thing as a typical day. He can find
himself “visiting sites, meeting land agents
and attending everything from funerals to
board meetings.” Some days are very
long, but it is clear that people are at
the heart of everything he does. “The
unsolicited compliments and letters
of appreciation we receive from
our visitors and the families
we look after really make
everything worthwhile.”
tor of GreenAcres Woodland Burials, talks to On Balance
evolutionising the funeral and burial industry in the UK.

11 On Balance Weighing the issues of commercial law
When Bibby started to invest in the M25 GreenAcres sites,
they looked for specialist legal advisers to assist with the
growth of the property portfolio. Weightmans was instructed
in 2007, with Real Estate Partner David Tabinor the lead
contact. Andy speaks highly of the working relationship
he shares with David and the firm. “It’s been an extremely
productive working relationship. It’s really important to us
that our solicitors understand our business – we’re dealing
with a very unique, personal product, not to mention the
extremely long leases – 99 years for most.
“Burying bodies in the land means future use of that area
can be restricted. We need to make sure everyone, from the
landowners, bereaved families and general public are aware
and informed at every stage, and David explains the ins and
outs of what we can do and what they can do to ensure the
process is a smooth one. It is a very important relationship
as far as we’re concerned, offering good service and value
for money.”
On land and property issues, Weightmans is the company’s
exclusive adviser. “We prefer to work with one firm where
possible – it helps us to ensure the people we deal with really
understand the business, the value of our product and our
need for continuity,” Andy says.
With every new site and lease of land, there is a new
query that the company will have never received before.
Weightmans has developed a template lease for GreenAcres
which is regularly updated to reflect this, plus any legislative
changes. There have been “seven or eight versions of
the lease in the past few years,” Andy tells us, “and that
corporate memory has made it easier to have a document
that covers all bases. It’s almost a crib sheet of responses
that keeps legal fees down on both sides, which is good
news all round.”
With each site having over 100 burials a year, GreenAcres
is considered a ‘large scale burier’ and Andy says that
as a result, planning can provide a particular headache.
“Contamination and pollution understandably sit very high
on the regulatory agenda,” he tells us.
“The sites are purposely chosen because of their size, natural
beauty and landscaping. As a result work always takes place
on the greenbelt, in areas of outstanding natural beauty and
/or within registered landscapes which can often have listed
monuments within the grounds.”
“All of these preservation and environmental issues could
potentially pose serious financial problems if not dealt with
properly and the liability capped,” he adds. “Weightmans
perfectly accommodate all of these requirements - which is
a huge help and ensures legal guidelines are adhered to and
the land is preserved perfectly.”
So what are the future plans for this fast expanding
company? Andy tells us that by the end of 2014, GreenAcres
is looking at operating a total of seven natural burial sites
across the UK. “We’re talking to landowners about acquiring
further areas all the time. Our sites are high quality, beautiful
and tranquil places and we want to continue to build on our
reputation as the premier natural burial option in the UK.”
Andy Paling MD, Rainford MP David Watts and Park Manager Karen Halpin
© Copyright. Weightmans 2014. All rights reserved.

Issue 5 Spring/Summer 2014
12
“When GreenAcres became part
of Bibby in 2006 I knew I wanted
to look after this business – it is
definitely something special.”
David Tabinor, Partner
0151 242 7979 |
david.tabinor@weightmans.com
“Andy is passionate about GreenAcres and under his guidance
the business has flourished,” says David Tabinor, Real Estate Partner
at Weightmans.
“He understands not only the commercial issues, but also the
legal detail which makes him very decisive and helps when we are
negotiating the finer points of a site acquisition. Working together
in a strategic relationship really does bring home the benefits of
being able to tap into corporate memory from an adviser who really
knows the business and what Andy wants to achieve. Sites are not
just transactions, they’re assets to be nurtured.”
Adds David:
“It’s been great working with Andy and GreenAcres so far. I’ve
enjoyed being part of the many changes they’ve been through
and feel like a true partner.”

13 On Balance Weighing the issues of commercial law
Bereavement is one of the most
stressful experiences in a person’s life
and often, when someone dies, we find
ourselves unsure of what should
be done and what questions to ask.
Shahida Jogi, Associate
0151 243 9540 | shahida.jogi@weightmans.com
Before a funeral can be arranged, the death must be
registered and the family should make immediate
arrangements to do this by contacting the local Registry
Office who will formally register the death and issue
a death certificate.
When someone dies, there are ten key
questions you should ask:
Personal papers of the deceased should be examined, which
may include their wishes for funeral arrangements - whether
burial or cremation is preferred and how they wish their
funeral service to be conducted. Funeral costs are paid from
the estate, and it’s common for people to purchase a funeral
plan as part of their financial planning while alive.
Recent research suggests nearly 70% of people in England
and Wales do not make a Will and in its absence, rules of
intestacy dictate who benefits from an estate. If there is
a Will, Executors will have been appointed to collect and
distribute assets to beneficiaries according to the terms of
the Will. Assets can include land, buildings, business
interests, bank accounts, life insurances policies, premium
bonds or shareholdings. In addition, Executors must identify
and pay off all debts of the deceased and find out whether
there is inheritance tax liability and arrange its payment. For
2014/15, the inheritance tax threshold is £325,000.
Every estate is unique and depending on the number and
type of assets, estate value, asset location (whether in the
UK or abroad) and taxation issues, how it’s administered will
vary. Executor duties can be time consuming, and although
an Executor may choose to personally undertake this task,
they may prefer to instruct a solicitor to assist them.
1. Is there a Will and, where is it stored?
2. Is the death certificate available?
3. Who will organise the funeral?
4. What are the deceased’s assets?
5. What is their total value?
6. Did the deceased own any property and,
where are the title deeds?
7. What are the deceased’s debts?
8. Is inheritance tax payable?
9. Is a Grant of Probate required to administer
the estate?
10. Who are the beneficiaries?
© Copyright. Weightmans 2014. All rights reserved.

Issue 5 Spring/Summer 2014
14
“We wanted to inspire our staff and educate
them at the same time, and the masterclasses
have been the perfect way to do so.”
TOP OF THE CLASS
Headquartered in the UK, EMCOR UK is an award winning provider of facilities
management and sustainable energy solutions, including public health engineering
solutions, building operations and facilities maintenance, energy management,
and life safety services.
On Balance spoke to Group Executive Director, David Parker and HSE Manager,
John Valjalo about how the company’s forward-thinking approach and investment
in training has helped establish it as a global market leader.

15 On Balance Weighing the issues of commercial law
“Effective teams are fundamental to the success of our
business, and this effectiveness can be achieved through
personal development, and innovative thinking. Weightmans
shares this ethos with us, which has made our relationship
such a success.” says David Parker who joined EMCOR in
1983. In April 2012, he assumed the title of Group Executive
Director to reflect his wider remit and responsibilities which
include management of EMCOR UK’s Health and Safety - a
priority for the organisation.
Since 2009, EMCOR has worked with Weightmans Head
of Regulatory Services, David Lewis, to deliver a series of
masterclasses which have transformed the way in which
health and safety training is delivered.
“We wanted to inspire our staff and educate them at the
same time, and the masterclasses have been the perfect
way to do so,” says John Valjalo, HSE Manager at EMCOR.
“It’s a huge driver for employees at all levels, and has been
very effective in raising awareness and reminding all our
people of their
accountability, in a
“
The annual masterclasses are made up
of a series of role play scenarios, mock
trials and other routines that require
high audience participation.
very practical way.”
EMCOR’s
commitment to
health and life
safety underpins
all its workplace
practices. The RoSPA
(Royal Society
for the Prevention of Accidents) Awards are presented to
organisations on the grounds of occupational health and
life safety management - and EMCOR has been recognised
by RoSPA for its excellent health and life safety record with
Gold Awards every year since 1995 and more recently, the
prestigious President’s Award.
The annual masterclasses are made up of a series of role
play scenarios, mock trials and other routines that require
high audience participation. “They’re hugely interactive,”
David Parker explains.”It is a significant undertaking to take
some 300 out of their workplace for an event that lasts a
whole day, but for us, the safety of our customers, staff and
the public is our priority, so it’s crucial we get the message
across - and it’s really working.”
John Valjalo tells On Balance that as well as ensuring EMCOR
is at the top of its safety game, the regulatory policies and
routines of their suppliers, subcontractors and customers
are also of the utmost importance.
“In November 2013 we were able to extend the invitation
to subcontractors and together with Weightmans created
a bespoke event for them,” he explains. “During the
sessions we discuss the impact that they have on our
business and our customers, whilst reminding them of
the responsibilities they have for their own teams. One
of our key challenges moving forward is the safety of our
supply chain and this helps to really illustrate the importance
of their role. At EMCOR we are committed to working with
SMEs, however they often do not understand the complexity
of workplace safety and these sessions are invaluable in
raising their awareness.”
“You can conduct as many risk assessments as you want,
but often you have to trust them to an extent to do the job
and, crucially, do it safely,”
adds David Parker. “That’s
why we extended the
masterclasses. The days
of going in and doing the
task with health and safety
as an afterthought are
thankfully long gone.”
”
EMCOR has an extensive
in house health and safety management team, but
Weightmans is in place for any legal issues that arise.
“They’re our sole health and safety legal resource, which
is the greatest compliment I can pay them really,” explains
John. “The safety of our people, suppliers and customers
has always been paramount, but to evolve and stay at the
top of our game it helps to work with a forward-thinking legal
services provider. David Lewis and his team understand our
business. They have personality which is usually very difficult
to find in a law firm. They are also extremely approachable
and pragmatic.”
Accidents happen but the risk of them occurring can be
avoided with the right approach, and it must go deeper
than the paper and ink of a policy, David Parker believes.
“To achieve what we have with the masterclasses has been
no mean feat. It is one of the most eagerly awaited events
we hold and has revolutionised the way we communicate
the importance of safety.”
© Copyright. Weightmans 2014. All rights reserved.

Issue 5 Spring/Summer 2014
16
The very best businesses have mindsets that set them apart, and
EMCOR’S investment in training reflects very positively on the
company’s attitude to safety and the brand generally,” says David
Lewis, Partner and Head of Regulatory Services at Weightmans.
“Preventing accidents at work should be a key priority for every
organisation and EMCOR has developed a positive culture where
health and safety has become second nature to everyone.”
David Lewis, Head of Regulatory Services
0151 242 7923 | david.lewis@weightmans.com
The EMCOR UK and Weightmans team

17 On Balance Weighing the issues of commercial law
MAXIMISING
Danielle Best, Associate
0161 233 7377 |
danielle.best@weightmans.com
POST-RECESSION
GROWTH
As the economy starts to improve, Danielle Best
explains how to get rid of the passengers.
The EU said in its Autumn report that Britain will have the
“fastest growing economy for the next two years among
the major European countries,” and in these times of growth
when a key business issue is a shortage of workers, it seems
odd to talk about removing under performing directors.
However, it is worth remembering that during difficult times,
poor performance of individual directors can be masked
by the poor performance of the business as a whole - or
even tolerated because they are taking very little out of the
business in terms of
bonuses, dividends
and perks.
As businesses move
from a place where
they’ve just tried
to stay afloat to one of growth and profit, directors who are
not contributing as much as others are more easily exposed
– they can no longer hide behind the recession. It is even
more important they now take every opportunity to maximise
efficiency to gain precious competitive advantage and take
extra care of their finances after such a challenging few years.
Improved financial outlook and business performance brings
an understandable expectation of salary increases, bonuses
and dividends. In November 2013, it was reported that
executive salaries had jumped by 13%. This in itself can lead
to disputes, particularly if a specific director is not pulling
their weight but is still receiving a share of increased profits.
When a director has simply hitched a ride through the
recession, businesses are encouraged to bring the
journey to an end.
So how can a director be removed?
“
As businesses move from a place where they’ve just tried to
stay afloat to one of growth and profit, directors who are not
contributing as much as others are more easily exposed.
”
Early resolution of
disputes keeps costs to a
minimum and should be
explored from the word
go. The company’s articles
of association, applicable
shareholders’ agreements and other relevant documents
may contain clear triggers for the removal of a director.
Failing this, the most straightforward route is to negotiate the
terms upon which a director will resign.
If agreement cannot be reached, then the Companies Act
2006 allows a company to remove a director by ordinary
resolution. By holding a general meeting, the Board can
consider a resolution to dismiss, or alternatively the board
can be required to do this by shareholders representing at
least 5% of the company’s voting rights.
© Copyright. Weightmans 2014. All rights reserved.

Issue 5 Spring/Summer 2014
18
“Special Notice” of the meeting must be given and the director is entitled to make representations
to shareholders before the meeting. More than 50% of the votes are required to pass the resolution.
A director can be removed in this way despite anything to the contrary in either their contract
of employment, or in the company’s articles of association. However, directors who are also
shareholders may have special voting rights which could mean it’s not possible to secure the
necessary majority vote.
“If agreement cannot be reached, then the
Companies Act 2006 allows a company to
remove a director by ordinary resolution.”
The director will also often be an employee and their contract of
employment may contain provision for termination in the event of
removal from the board. If not, terminating their employment requires
employment legal advice.
Removing a director is complex and there are strict time limits
which must be adhered to for any resolution passed to be
valid. It’s always wise to seek legal advice at an early stage
so an appropriate plan for removal can be put in place.

19 On Balance Weighing the issues of commercial law
John Cleaveley, Partner
STRONG
0161 214 0554 | john.cleaveley@weightmans.com
Bryan Finlayson, Partner
0141 375 0863 | bryan.finlayson@weightmans.com
FOUNDATIONS
The latest figures from the Office of National Statistics have confirmed
that the construction industry is steadily improving and analysts are
forecasting continued growth for the rest of the year and into 2015.
John Cleaveley and Bryan Finlayson, construction and real estate
partners at Weightmans, discuss the latest trends.
“Tower cranes are returning to the big cities – which is
always a positive sign,” says John Cleaveley, who has over
20 years’ experience in the UK construction industry and is
based at Weightmans’ Manchester office.
“In terms of specifics, we are seeing major investment in
large city centre mixed use schemes and retail developments.
There is also significant ongoing investment in infrastructure
such as rail and water improvement. With many cities
reporting a fall in good quality office space, there should be
improved opportunities here as well,” he adds.
This upbeat message
is echoed by Bryan
Finlayson, who is
dual qualified in
Scottish and English
law and based at
Weightmans’ Glasgow office.
... we are seeing major investment in large city centre mixed
“use schemes and retail developments.
“Speculative development projects are back in vogue,” he
says. “The preparations for the Commonwealth Games,
which take place later this year in Glasgow, have had a very
positive impact on the whole country. It will be the biggest
multi-sport event Scotland has ever hosted and from the
early stages of bidding there has been an emphasis on
the positive and lasting benefits that could be achieved.
Infrastructure projects are now reaching completion and we
are seeing continued investment in the hotel sector.”
“Aberdeen also continues to operate in a market of its
own – it is the only location in the UK which comes close to
matching London for growth and activity.”
Both John and Bryan say that funding is coming from a
variety of sources – and not necessarily traditional lenders.
“The traditional lenders are still reluctant to lend and there
is a view that central London isn’t offering great returns at
the moment owing to the heat in that market,” says John.
“We have seen overseas and specialist funders looking to
the regions for better
returns, which should
increase growth via the
ripple effect out of the
”
South East. There are a
number of schemes where
contractors and local
authorities are also becoming involved in financing in order
to get projects to work financially.”
“Certainly in Scotland, Tax Incremental Financing schemes
are increasingly being looked at for larger scale infrastructure
or strategic regeneration options, one example being Land
Securities’ proposals for the redevelopment at Buchanan
Galleries,” adds Bryan. “Such schemes allow Local
Authorities to fund these types of projects by borrowing
against future business rates income that will be generated
by the completed scheme.”
“In Glasgow the physical landscape is changing with the
construction work to support the games,” continues Bryan.
For the professionals involved in a project, BIM is widely
seen as the future of project procurement and enables a
© Copyright. Weightmans 2014. All rights reserved.

Issue 5 Spring/Summer 2014
20
virtual information model to be handed from the design team
(architects, surveyors, civil, structural and building services
engineers, etc.) to the main contractor and subcontractors
and then on to the owner/operator; each professional adds
discipline-specific data to the single shared model. This
reduces information losses that traditionally occur when
a new team takes ‘ownership’ of the project, and provides
more extensive information to owners of complex structures.
“BIM promises fewer disputes and better designed buildings
as a result of greater design integration between client,
designers and contractors,” says John. “It is currently
untested though and a number of issues are still to be
addressed, such as who will pay for the greater upfront
investment in resource or who owns the copyright in the
completed design. Only once it is used throughout the
industry will we be able to assess if it is making a difference.”
In terms of other industry trends, a recent survey into
construction disputes by EC Harris urged companies to be
cautious in choosing NEC3 contracts to procure construction
work – and John Cleaveley also has his reservations.
“NEC3, with its early warning process and short clauses, is
designed to deal with issues as they arise and ensure that
claims are not rolled up and left to the end of the project,”
he says.
“However, parties often underestimate the resource
needed to administer the contract and the processes are
not followed. The contract does have some gaps in it,
including not having a clause prioritising the various parts
of the contract.”
“Increasingly, longer sets of amendments are being added
to it to fill in some of those gaps and also to change the
risk allocation so that the contract becomes more like the
JCT forms. We are seeing an increasing number of disputes
on the NEC3 document as a result of the changes made to
the contract or processes not being followed, so while the
intention of the authors was that it should be jointly used
as a management tool to allow parties to work together, in
practice that doesn’t always happen.”
“The preparations for the
Commonwealth Games,
which take place later this
year in Glasgow, have had a
very positive impact on the
whole country.”

21 On Balance Weighing the issues of commercial law
OFF THE SCALE
CONTINUED EXPANSION
OF OUR COMMERCIAL TEAMS
Weightmans is continuing to strengthen its commercial offering across all disciplines
throughout the UK with the appointment of a number of new partners.
Richard Osborn and Sophie Philippon-Thomas are
establishing a new real estate team in Leicester. Joining
from Freeth Cartwright, they are experienced in commercial
development, regeneration, property investment and
management, particularly in the retail sector. Sophie is one
of 900 Notary Public in the UK, providing advice for those
involved in foreign properties, business, employment and
family related matters.
Following Weightmans’ launch in Scotland in March 2013,
Bryan Finlayson joins the real estate team in Glasgow. Dual
qualified in Scottish and English Law, Bryan has extensive
experience of acquisition and management of high value
investments, shopping centres and other asset portfolios
throughout the UK as well as a strong track record with
development projects. Karl Jackson, Head of Real Estate said:
“The real estate team has made giant strides this year, with a
number of high profile appointments and key client wins.”
Formerly in-house at Fulcrum Group, John Cleaveley joins
our construction team in Manchester. John said, “As an
experienced purchaser of external legal services, I look
forward to building on Weightmans’ excellent reputation
for client service to provide commercial, practical and cost
effective advice to our clients.” Charles Tomlinson, Head
of Construction added, “John’s knowledge and expertise
is a real asset to the team, and we are confident about the
development of this side of the business in 2014 and beyond.”
Andrew Roberts has joined Commercial Dispute Resolution,
taking the number of partners in the Liverpool team up to an
impressive five. Previously at DLA Piper, Andrew specialised
in complex, high value commercial litigation for large
corporates and public authorities, often with a cross border
dimension. Andrew said, “I am excited about my new role
and looking forward to working with the rest of the team.”
Andrew Cox, Head of CDR added, “CDR has gone from
strength to strength, with new hires and client wins, placing
us in a distinctive position from which to advise our clients.”
Simon Colvin and Gillian Hulme have joined the environment
team. Simon, formerly of Pinsent Masons will lead the team
from Manchester and Gillian, a senior associate at Herbert
Smith Freehills has the benefit of being a dual qualified
Environmental Health Officer. Both are recognised specialists
in environmental law and will be working closely with
Ray Clarke and Lauren Holland to offer a comprehensive
environmental service to the firm’s existing client base.
Michael Ryley, also from Pinsent Masons joined our
employment team in London. Michael has more than
25 years’ experience, particularly in the construction and
support services sectors, on all aspects of employment law.
He is well known for his advice in relation to boardroom
disputes and TUPE – the second edition of his book “TUPE:
Law & Practice” was published by Jordans in April 2014.
Richard Osborn
Sophie
Philippon-Thomas
Bryan Finlayson John Cleaveley Andrew Roberts Simon Colvin Gilian Hulme Michael Ryley
© Copyright. Weightmans 2014. All rights reserved.

Issue 5 Spring/Summer 2014
22
LADIES FIRST!
Jane Cox is the new Regional Office Head for Leicester.
An employment lawyer with more than 20 years’ experience,
Jane said: “I am really excited about my new role, it adds
another dimension to my work for the firm and I am already
looking at ways in which we can develop the Leicester
office, improve our profile and attract new clients from
within the region. Individual offices are a crucial part of
the firm’s overall national growth, and I hope to mirror our
increasing national profile with a similar improvement in
the East Midlands.“
“As the first female office head at Weightmans I am proud
to be a role model for others and my appointment is a
great reflection of the firm’s commitment to diversity and
people development.”
INTERNATIONAL
FESTIVAL FOR BUSINESS
The International Festival for Business (IFB) 2014 is the
largest global concentration of business events during 2014.
The 50-day festival runs across seven weeks in June and
July. It will attract a million visitors from across the globe for
various events, exhibitions, showcases and celebrations.
As the festival is being held in the UK this year in Liverpool,
this provides us with a fantastic opportunity to support and
be involved with a high-level global audience.
You can also sign up to the IFB business club which will give
you access to a wide range of high-value facilities and services
available for free at the IFB Hub during IFB 2014. For further
information, visit the IFB website: http://www.ifb2014.com/
John Schorah, Managing Partner at Weightmans LLP said:
“We would like to congratulate Jane on her appointment to
head of the Leicester office. We are proud to have very strong
regional bases across the country, which have helped us to
become a true national player. Jane is an excellent lawyer
and a popular, trusted member of the Leicester business
community so she is very well positioned to take the
Leicester office to the next level, and we wish her every
success in this new role.”
WEIGHTMANS ONCE AGAIN RECOGNISED AS ONE OF THE COUNTRY’S
TOP EMPLOYERS AT THE ANNUAL BRITAIN’S TOP EMPLOYERS
CEREMONY IN LONDON.
For the third year running,
the firm has been certified
by the CRF Institute as one
of Britain’s Top Employers,
a national awards scheme
recognising excellence in employment practices. News
of Weightmans’ accreditation comes in the same week as
being awarded runner up at the Managing Partners Forum
Awards for Best Managed National Law Firm. Top Employer
organisations were assessed on: Primary and Secondary
Benefits & Working Conditions, Training & Development,
Career Development, and Company Culture Management.
Only organisations meeting stringent research criteria received
certification. Justifiably, Weightmans were ranked the 5th
highest scorer in the country for their approachability of staff
and partners, and also for their innovative management.
Sam Airey, Weightmans’ HR Director commented:
“The accreditation process involved a rigorous independent
assessment and audit to review our people management
policies. Our success shows that our people, our processes
and our procedures are working in harmony to create a
positive working environment for all, and we are proud to be
recognised again as one of Britain’s top employers.”
This year 78 companies have been certified in the
Top Employers United Kingdom 2014 programme.
The audit has been signed off by the Top Employers
Institute Headquarters.

The law is our business
No gimmicks. Just sound commercial legal
advice that sells itself.
A top 50 law firm with a full range of legal services, at
Weightmans – it’s all about you. With client satisfaction
scores higher than the legal industry average, we work
hard to get results for our clients each and every day.
Weightmans – your partner for growth.
For further information, please contact
Tim Lang, Commercial Director on 0845 073 9900
or email tim.lang@weightmans.com
For more information visit www.weightmans.com