About Vickie Nijjar

Litigation Associate Freeth Cartwright Manchester

A Purist’s View of the AstraZeneca Board

Some people, including the AstraZeneca shareholders, may be wondering why the Board effectively prevented the shareholders from taking Pfizer’s offer that would produce £55 a share. I bet a number of the shareholders are thinking that the gain they would have made on the sale of their shares is something that they should have had an opportunity to decide for themselves. This segues rather sweetly into one of my specialist subjects; ‘directors’ duties. The one we are looking at here is the duty to act in the best interests of the company as a whole. This is a concept that has troubled directors and lawyers over the years. Why is it not in the best interests of shareholders as a whole to accept an offer to purchase their shares at what may well be a significant profit?

There has been quite a lot of discussion in the press about the pressure on the AstraZeneca Board to enhance shareholder value over the next couple of years and whether they would be able to achieve a value in excess of the £55 per share that was back heeled. That is the point. If the directors believe that by continuing to trade without being taken over the long-term business results of the company will leave the shareholders better off then it is their obligation to reject the offer. So the message is long-term enhancement knocks short-term gain into the long grass. There have been a couple of cases that make first that point.

I suppose the other side of that coin is, if the directors had allowed the offer to go forward, some of the shareholders may have complained that the deal was not good enough and brought an action for breach of duty. That would have been a fun action to avoid.

Anyone with any queries about obligations as a director, either their own or their board’s, is very welcome to contact me at:

christine.oxenburgh@freethcartwright.co.uk

0845 634 1739

Christine Oxenburgh H&S small

From Dragons Den to Parking Entrepreneur

Harrison Woods is a Director and investor in http://www.yourparkingspace.co.uk/. He was previously a Director and owner of Primal Parking Limited which he sold on the day he graduated from Manchester University with a degree in geography. He established Primal Parking after an offer of investment on the BBC’s “Dragon’s Den” programme by Peter Jones and Theo Paphitis.

your parking 2

Here, Harrison talks with Alan Lewis, Partner in our Manchester office employment team.

Alan: “ What was holding you back from becoming an entrepreneur?”  

Harrison: “I never thought that I was an entrepreneur in my early days. I just found business exciting and I engaged in it. The term ‘entrepreneur ‘ was something I learned when I was already entrenched in business.”

Alan: “Do you have a favourite success quote and can you give an example of how you have been inspired by that mantra?”

Harrison: “ My favourite quote is by Arnold Schwarzenegger: ‘Break the rules, not the law. It is impossible to be a true maverick or a true original if you are too well behaved and not wanting to break the rules.’ An example of how that has inspired me is the way I persist in getting through to CEOs when their PA simply won’t put me through. I know it may sound a bit odd, but I have even gone so far as stalking CEOs to coffee shops to meet them. I am now good friends with many of them.”

Alan: “Describe a failure you have had and what you learned from it.”

Harrison: “I believe that failures are our greatest success. I had a failure when I applied for a number of corporate positions at top four accountancy practices. I was rejected by all of them. It is probably the best decision that was made for me, because it has driven me to make myself a success. We even work with some of those practices now.

Alan: “ Do you have a favourite internet resource, like an Evernote?

Harrison: “Yes, I like Podio a lot. It is a CRM management software and you can create your own apps on it.”

Alan:”Describe a time when you had a light bulb or ‘aha’ moment.”

Harrison: “When I was 12 years old I was selling golf products. I was undercutting the golf pro shop on every golf product they sold. I did this just by buying from an online site that everyone could use. The golf pro asked me to stop. He ended up paying me for information about where I was getting my supplies. I learned a lot from that. I realised that nothing has to be unique to be successful. You just need to find a different and better way to supply it.”

Alan: “What is the best piece of advice you have ever received?”

Harrison: “Don’t follow the crowds. The CEO of Cammell Laird, John Syvret told me that when I was in a difficult patch after following the wrong people and acquiring bad habits. He told me to stick with what I believe in and be relentless.your parking

Alan: “What is the next big thing for you?”

Harrison: “Delivering on all the hard work I have done for several years to produce a value added service for the UK. I just happen to have found myself in the parking industry. I want to create a win-win situation.”

 Alan Lewis

Alan Lewis small

If you have any queries regarding this post please do not hesitate to contact me at alan.lewis@freethcartwright.co.uk

10 of the Best Internet Resources to Help You Work More Efficiently

Computer, tablet, mobile, it, technologyI am a keen follower of the daily podcast Entrepreneur On Fire, where John Lee Dumas interviews a different entrepreneur every day.

It is a minefield of business gems.  The entrepreneurs share their success quotes, failures, how they bounced back from failures, their light bulb or “Ah ha” moments, favourite internet resource and favourite book.

The fact that this podcast even exists is a testament to the entrepreneurial spirit.  Dumas was told by many so-called experts that there was no way he would succeed in producing a 30 minute interview with a different entrepreneur each and every day.  He simply wouldn’t keep up the pace to make it a worthy enterprise.  Or so they said.

Wind forward 507 days.  Yes, at the time of writing this post, Dumas has published episode #507 of his daily series. His income is growing month on month. In February 2014 it was more than $166,000.  How do I know that?

Each month Dumas publishes a special podcast where he shares his income and expenditure with the world.  Entrepreneur on Fire now has more than 450,000 daily downloads and is growing.  Dumas regularly speaks at major business conferences for huge fees as a result of his success.

I thought I’d share with you just 10 of what I feel are the best internet resources recommended by Dumas’ guests.  Here they are:

  1. Workflowy – an organisational tool to help to take notes, make lists, collaborate, brainstorm, and plan.
  2. Asana – teamwork without email.
  3. Prismatic – find relevant content on items that interest you.
  4. TeamworkPM – organise your team to reduce unnecessary meetings and get things done.
  5. Haiku Deck – for presentations that inspire.
  6. Skitch – get your point across using annotation, shapes and sketches.
  7. FancyHands – to do all those things you don’t have time to do.
  8. Evernote – remember everything.
  9. TimeDoctor –time tracking software to simplify management.
  10. Readability – turns any web page into a clean view for reading now or later on your computer, smartphone, or tablet.

 Alan Lewis, Employment Partner

Alan Lewis small

If you have any queries regarding this post please do not hesitate to contact me at alan.lewis@freethcartwright.co.uk

Meet our new Employment Partner

The Freeth Cartwright office in Manchester welcomed new Employment Partner, Alan Lewis in January. Here is a quick Q&A with Alan to get to know a little more about him.

Where did you study law?

At Manchester University.

Where were you before joining Freeth Cartwright?

Brabners, based at the Manchester office.

What sort of employment law do you carry out?

I act mainly for employers, being several SMEs and some much larger companies with thousands of employees.

Have you always worked in employment law?

No.  Although I have practiced exclusively employment law for the last 17 years or so, before that I also advised on corporate and commercial law.

If you weren’t a lawyer what would you have been?

A professional trumpet player.  I won a place at the Royal Northern College of Music to study trumpet playing. Had it not been for the fact that you can’t get an orchestral seat until the incumbent is good and ready to retire, I’d most likely have pursued that career.

What’s the best thing about your job?

Helping clients to surpass their expectations by assisting them to make changes or minimise risk in their businesses at a cost lower than they thought possible.

What’s the most exciting case/deal you have worked on?

Acting for bakers, Warburtons in the sale of 5 bakery companies/businesses to Lyndale Foods Ltd backed by HSBC Private Equity.  This was back in 1996 and was a major deal in the North of England. I recall long hours working on this matter and a banquet to beat all banquets as part of the post deal celebration with all members of the selling team at the Yang Sing restaurant in Manchester.

What is one of your favourite success quotes?

“An inch of action is worth more than a mile of good intentions.”

Which book have you recently read that you would recommend to others?

“David and Goliath” by Malcolm Gladwell.

How can we contact you?

Alan Lewis smallPlease feel free to contact me at alan.lewis@freethcartwright.co.uk

See Alan’s website profile here:

http://www.freethcartwright.co.uk/person/alan-lewis

Insolvency…..and plenty of wine!

On 26 September 2013, we hosted two great events in Manchester.

The first was our annual Insolvency Seminar held at Bruntwood City Tower in Piccadilly Gardens, where guests enjoyed panoramic views of the city from the 24th floor. Now in its 7th year, it was once again an informative and well received update of current insolvency issues faced by our clients. Guest speakers included James Morgan, Marc Brown and Matthew Weaver from St Phillips Chambers.

Wine, tasting, cork, glass, bottle, drink, food

In the evening we hosted our first wine-tasting event presented by the knowledgable and entertaining Charlie Womersley (charliethewine.com). The evening consisted of a delicious choice of cheese and teams competing to guess the grape and origin of 8 cleverly disguised wines.

Of course, as is traditional, a spittoon was provided to each team, but I do not recall the use of a single one…as is also traditional in my view!

I am very pleased to be able to say that my team won the wine battle (I admit that I was only the scribe) and the team at Freeth Cartwright would like to say a very big thank you to all of our guests for spending such a fun evening with us.

The winning team!

The winning team!

We look forward to hosting the next insolvency update and our 2nd wine tasting evening next year – watch this space!

How sociable is your media?

Social media concept in thumb up symbol on white background

Social media offers new strategies that can help raise a company’s business presence. Blogs and similar media present a unique opportunity to put a positive image of a business into the public domain, getting it right can bring about huge benefits for your company, however, get it wrong and it has the potential to drive away your customers.

Have a look at http://www.youtube.com/watch?v=xaNuE3DsJHM. Social media, in this case YouTube, must have heavily influenced the public’s perception of Domino’s Pizza. Will you be ordering pizza from Domino’s tonight?

There is a growing body of case law in the employment tribunals surrounding disputes that have arisen between companies and their employees due to the use of blogs, Facebook, YouTube, Twitter and comparable platforms.

See below some recent tribunal decisions in relation to Facebook…..

Asda Stores found themselves in trouble when a manager took to Facebook to declare it would make her happy to hit customers on the back of the head with a “pic axe” (sic). Asda, perhaps understandably, viewed the comments quite seriously – the comment had been made in the public domain and it hardly reflected the tone it wanted to hit (excuse the pun) in relation to customer service. Asda dismissed the manager summarily for gross misconduct. However, Asda later lost a claim for unfair dismissal brought by the employee.

In contrast, when Apple faced a claim from an employee, after they were dismissed summarily for making critical comments on Facebook about the company and its products, they were able to successfully defend it.

Mr Crisp, the former Apple employee, posted comments such as “jesusPhone” and “tomorrow is just another day that hopefully I will forget”. The latter posted a day before Apple used the tagline of “Tomorrow is another day. That you’ll never forget” in advance of the Beatles’ music being available on iTunes.

So why were Asda and Apple treated differently by the employment tribunals??

Well…Asda couldn’t successfully defend the claim because the employee’s conduct fell into the “misconduct” category (rather than gross misconduct) of the examples given in Asda’s own internet policy – and the policy failed to say that such conduct would be viewed more seriously if it concerned a manager (although that was their later argument).

But in Apple’s case, the tribunal was persuaded by how clear it had been about its “core value” being the protection of its image – Apple had hammered this home (again, excuse the pun) to employees in all its policies and training material.

These disputes show the importance of training your staff to guide them on the use of social media as well as having regularly updated social media policies in place. Your policies should be aligned to the direction your business is taking, or you might find it difficult to take the appropriate disciplinary action against employees without repeating Asda’s mistakes.

Chris Sing H&S smallWritten by Christopher Sing

Christopher Sing is a partner in the Employment Team of the law firm Freeth Cartwright LLP http://www.freethcartwright.co.uk/person/Christopher-sing

Our team is growing!

The team here at Freeth Cartwright Manchester have recently welcomed two new members of staff to our office. Helen Sutton and Liz Mulvaney joined us at the start of July and bring expertise in Construction and Healthcare.

Team of paper men

Liz joined the team in July 2013, returning to partnership in private practice having served for six years as an Associate Director for Governance and Head of Legal Affairs in a Foundation Trust as well as an aspiring Foundation Trust. Liz also has a clinical background and, experience as a NED on a Community Trust Board.

She is a member of the following professional bodies: Law Society, Fellow of the Royal Society of Medicine, CEDR and UK Clinical Ethics Network

Helen is 6 years’ qualified and has recently joined the construction team, coming from the professional indemnity team at Berrymans Lace Mawer where she acted for major UK insurers on behalf of construction professionals, mainly in relation to negligence claims. Helen started off at Hill Dickinson in the Construction team acting on behalf of developers, property owners, contractors, architects, surveyors, engineers in relation to disputes.
She is currently studying for an MSc in Construction Law and Dispute Resolution and is due to complete in 2014.

I’m sure you will join us in welcoming them both to Freeth Cartwright.