Sarah O'Sullivan, Author at Tees Law

Farm diversification: Finding opportunities in uncertainty

Posted on 23 July 202523 July 2025 by Sarah O'Sullivan

With agricultural subsidies being phased out and input costs on the rise, many landowners are rethinking how their land can work harder for them.

Diversifying into areas such as tourism, renewable energy or commercial lets can provide a vital new income stream — but it’s not without complexity. At Tees, we work closely with farmers and rural businesses to make change manageable. From planning permissions to tax reliefs and employment law, we help you take confident steps towards a more resilient, future-proofed business.

What is farm diversification?

Farm diversification has become a key strategy that allows landowners to generate income from sources other than traditional agricultural activity. This might include:

converting barns into holiday accommodation
hosting events or weddings
creating a farm shop or café
leasing land for solar or wind projects
renting out space for commercial or light industrial use.

It’s a way to build financial resilience and reduce reliance on subsidies, but it requires careful planning and expert advice.

Why diversify your land?

There are several reasons landowners are turning to diversification:

Subsidy changes: The Basic Payment Scheme (BPS) is being phased out by 2027;
Market volatility: Fertiliser and fuel costs are increasingly unpredictable;
Tax risk: Inheritance tax changes threaten the future of family farms.

Diversification can help to manage these risks by unlocking new, more stable income streams — provided the legal and financial implications are fully understood.

Key legal considerations for farm diversification

1. Planning permissions and title constraints

Repurposing land for non-agricultural uses typically requires planning permission. Planning early and thoroughly is essential. Landowners must consider:

Conditions attached to permissions (e.g. only selling local produce in a farm shop);
Restrictive covenants in title deeds that may prevent certain developments;
Whether changes of use or structural alterations are permitted.

2. Tax implications and financial planning

Diversification can significantly affect your tax position. In a changing tax landscape, advice tailored to your plans is crucial. Key considerations include:

Agricultural Property Relief (APR): This may no longer apply if land is no longer used for farming (e.g. converting barns into hospitality venues).
Business Property Relief (BPR): This depends on whether the activity is classed as trading or investment.
Low-management activities: (e.g. passive campsite income) may not qualify for BPR.

3. Employment responsibilities

New business ventures often require more staff, creating local jobs but also introducing employer responsibilities. Proper preparation helps avoid legal pitfalls. You’ll need to consider:

recruitment and staffing
employment contracts and rights
health and safety obligations
payroll and pension requirements.

Planning for long-term success

Farm diversification presents real opportunities for landowners — but it’s not without risk. To succeed, you’ll need:

a clear commercial strategy
legal and financial due diligence
a realistic understanding of the regulatory environment.

How Tees can help

At Tees, our agriculture and commercial law experts work alongside landowners to navigate every stage of the diversification process — from land use planning to tax structuring, employment, and compliance.

Whether you’re exploring a single project or a full-scale transformation, we’ll help you make informed decisions to unlock your land’s potential and secure a stronger future for your business.

Farming divorce: Protecting your family farm

Posted on 21 July 202522 July 2025 by Sarah O'Sullivan

A farm is usually a family business, but it’s more than simply an income. It’s an all-consuming occupation and a way of life. Divorce has become part of everyday life, and farming families are as susceptible as any other to a marriage failing. However, farming divorces are more complex, so it’s vital that you seek expert legal advice.

James Scarborough, Senior Associate in the Family Law team at Tees, outlines the challenges faced in a farming family divorce and identifies steps that can be taken to ensure that the farming business is protected from the outset.

If the worst were to happen and your marriage hits troubled times, we will provide you with the expert legal guidance and support you need.

What factors are considered in a farming divorce?

The primary aim in a divorce separation is to establish what the needs of each party are and how these needs may be met.

The courts have very wide discretion to reallocate assets within a marriage to ensure that both parties’ needs are met for the future. This could mean being forced to sell off land or property in order to raise cash, which will raise some important issues for your farming business.

The first step is to define the assets and decide how to share assets built up during the marriage. The Courts will then seek to ensure each party receives a ‘fair share’. A fair share, however, does not necessarily mean equal, and farming cases merit special consideration, including:

Inherited assets which are not subject to the sharing principle in the same way
A farm owned by the wider family, for example, with siblings, parents or both, will require careful thought as Courts are reluctant to damage the livelihoods of other third parties.
Provided there are sufficient liquid assets, the Courts can disregard equality in favour of protecting any inherited element

Whilst for non-farming divorces, an equal division of assets and wealth accumulated during marriage could be considered a fair divorce outcome, this may not always be achievable for farming families because of the need to preserve assets that were owned long before the marriage.

‘Fairness’, however, still requires financial needs to be met.

What about family members living on the farm?

You may have passed certain farming properties to your adult children or have allowed them to live in them to ensure that the needs of the farm can be met.

Where an adult child has received financial support or housing from a parent during the marriage which is then subject to divorce the Court can make an order against the child effectively forcing them to prevail upon parents or the extended family, to provide support in relation to financial settlement.

It is therefore important to be aware of the potential implication of deciding to financially assist children during their marriages. This is particularly relevant where a family’s wealth has been built through the farming generations, and the family want to prevent the farming business being broken up during divorce proceedings.

Do I need to go to court?

Contesting financial matters in Court within a divorce can be very costly and is not the only option open to you. The Courts are, therefore, placing more and more emphasis on non-court dispute resolution as a means of solving disputes because of the significant delays and expenses that come with court proceedings.

Non-court dispute resolution options, such as mediation, collaboration, and arbitration, are alternatives to court proceedings that seek to resolve matters as efficiently, cost-effectively, and amicably as possible.

How can I protect my farm?

Careful planning in advance is extremely important. By doing so, you can structure your arrangements taking full account of the specifics of your farming business and individual family circumstances.

There are several ways you can seek to protect your farming business along with future income streams:

Partnership Agreements

Partnerships are the most common business structure within the farming industry – they are relatively simple and a flexible way to run a farming business. By drawing up a partnership agreement, you will be able to ensure that it is made clear in writing exactly which assets belong to the partnership and which are owned by each partner as individuals.

Family Trusts

One way to protect the family farm is through a family or discretionary trust. This trust not only protects family assets but can also divide farm income to minimise tax.

A trust “owns” your family assets, such as the farm, investments, home, shares, or business, while you, your family members, or others might be beneficiaries under the trust.

Trusts can play a key role in protecting family wealth on divorce and can provide a means to assist adult children without risking farm assets. However, trusts should always be considered as part of a long-term strategy to protect family wealth, as a trust set up when a marriage is on the verge of breakdown is unlikely to withstand the scrutiny of the courts.

What about a prenuptial agreement?

Prenuptial agreements are an effective way of legally protecting your farming business, together with property and money acquired before a marriage. Entering into such an agreement before marriage allows you and your future spouse to plan how you will divide current and future assets should you divorce in the future.

However, there is something to be said for ensuring that the spouse marrying into the farming family does not feel excluded through entering a prenuptial agreement and, through the marriage, feels invested in the future success of the farm and business.

If a prenuptial agreement might be considered, it should be done so in light of the joint commitment of the marriage. It is that commitment which will make the farm succeed as well.

It is important to take expert legal advice from a family lawyer who specialises in dealing with farming assets on divorce to ensure that the terms of the prenuptial agreement are sufficiently robust to be upheld by a court.

Certain criteria must be fulfilled for the agreement to be upheld and it is important for both parties to receive independent legal advice.

Expert legal advice for over a century

Tees’ heritage and culture has been rooted in the local farming community in and around East Anglia for well over a century, and its legal experts, many of whom are from farming families themselves, have decades of experience in dealing with all aspects of legal farming matters.

Why do I need legal advice for my fertility treatment?

Posted on 21 July 202521 July 2025 by Sarah O'Sullivan

Fertility treatment can be a stressful time for all involved and therefore it is important to ensure that you are fully aware of your legal position as parents in the future.

Speaking to a solicitor may be the last thing on your mind when undergoing fertility treatment, however it is becoming increasingly necessary to ensure that you take independent legal advice.

Caroline Andrews and Bethany Lodge, family law specialists at Tees, have many years of experience specialising in modern family law. They have extensive experience in leading case law on the issue of legal parenthood, as well as an understanding of fertility-related conditions such as PCOS. In this article, Caroline outlines the various legal implications that must be considered by all parties when a child is born through fertility treatment.

Family law judges recommend that “any person considering fertility treatment should ensure that they are familiar with the legal steps around the treatment, given the significant impact it could have both in the short and long term”.

If you are thinking about undergoing fertility treatment, it is important to consider the legal issues. The law can be complex so if you are starting a family, there are some key factors to consider:

Who will be your child’s legal parents?

How does the nature of the treatment and any donors, or forms completed at the clinic, impact on the legal parenthood?

If you are conceiving at a clinic, it is important to understand how the law governs your fertility treatment and affects your rights to information

If you are not using an at home conception, does this change how the law looks at the status of any intended parent?

In addition, if you are conceiving with, or as a known donor or co-parent, being aware of how to manage relationships and expectations to avoid problems later on and knowing where you would stand if there was a dispute between you, are also important considerations that are worth taking the time to discuss with a legal expert ahead of time.

Should I use a fertility clinic?

The Human Fertilisation and Embryology Authority (HFEA) regulates all UK licensed fertility clinics. You must give informed consent to fertility treatment at a UK licensed fertility clinic and this requires a clear understanding of English law and its implications in practice for you, your future child and your donor if you use donor sperm or eggs.

If you don’t have treatment with a licensed clinic the situation is more complicated. There’s a risk that your donor will be considered a parent by law – with all the rights and responsibilities that brings.

What are my options if I am separated from my partner but wish to have a baby?

If you are separated from your spouse or civil partner and you intend to artificially conceive a child as a single parent, you should first obtain expert legal advice. English law states that if you carry the pregnancy then you are your child’s legal mother.

Your spouse or civil partner will be the legal second parent of your child for English legal purposes unless it can be shown your spouse did not consent to your treatment and artificial conception. There will be difficulties with the forms ahead of treatment and presumptions in law after treatment so advice is essential.

What is co-parenting?

Co-parenting is when two people wish to be parents but who are not in a relationship together. This is a rising trend in America and becoming more common here in the UK.

If you carry the pregnancy, you will be your child’s legal parent under English law and your co-parent may acquire legal rights and responsibilities for your child which may or may not accord with your wishes and expectations. Therefore in this situation is extremely important to have a legal expert draft a co-parenting agreement, to ensure that the childcare arrangements are established and agreed on from the start.

A bespoke co-parenting agreement will also be an important tool if a dispute arises with your co-parent or if there is a change in either of your personal circumstances.

Will a known male donor have any legal rights in relation to my baby?

Yes, he may do. Artificial conception with a known donor creates complex legal issues under English law. Your known donor will be the biological father of your child. Irrespective of your wishes, he may also acquire legal status in respect of your child, to the detriment of your legal parental autonomy. He may also acquire unintended financial responsibility for your child.

If you are considering known donation it is strongly advisable to put in place a known donor agreement before conception.

Can I seek fertility treatment abroad?

You may be considering fertility treatment abroad. The HFEA does not regulate the practices of overseas fertility clinics. You should obtain expert legal advice in your destination country because the law may be different from law in the UK. There are a number of concerns as to treatment abroad in relation to medical health and legal impact such as immigration issues for any child.

Can I take time off work for IVF treatment?

There is no specific statutory right to time off work for fertility treatment which can often be time consuming and stressful. However, your employer should treat your medical appointments for IVF treatment like any other medical appointment. Similarly, if you are written off sick by your GP due to the side effects of IVF, your employer should treat your absence as no different to any other sick leave taken not in conjunction with IVF.

If you are at a medical appointment or off sick, you must make sure you follow your employer’s usual sick policy requirements. There are specific rules for surrogates in respect of employment rights. The Tees employment team can advise you fully on your legal employment rights whilst undergoing fertility treatment.

Storage of frozen embryos, egg and sperm

The Department for Health has extended the time limit for frozen embryo, egg and sperm storage for a period of 55 years as long as consent is gained every 10 years. This is to protect people who were finding the previous limit of 10 years was not sufficient.

Fertility organisations had been lobbying the government on this point of law for some time so this extension to the time limit is very welcome.

Other considerations

If you are going through a pregnancy involving a surrogate, there are different interpretations as well as concerns around whether the intended parents can be present for the birth. To combat past lockdown measures, the Family Court has put in place systems to facilitate hearings involving parental orders via telephone and video conferencing to enable matters to progress in spite of disruption due to Covid.

The importance of a well drafted Will

Whether undergoing fertility treatment or conceiving naturally, any prospective parent should think about having a Will drawn up. Your Will should appoint legal guardians for your child in the event of your death and appoint trustees to manage your finances on behalf of your child until your child is old enough to manage these assets. Given the complexities of who is deemed a legal parent, this can impact on who is considered a child under a Will. Therefore, tailored legal advice for your family is essential to protect them.

At Tees, our specialist Wills, Tax and Trusts team can help you prepare a carefully-worded Will to ensure that your child’s interests are fully considered.

Whatever your situation, our legal specialists are here to help guide you. We at Tees understand that undergoing fertility treatment can be an emotional time for you not to mention one that involves considerable cost. The approach of our fertility law specialists is highly empathetic having been involved in the fertility sector at many levels, whilst ensuring that you receive clear advice across the full range of family law issues that you might encounter on your journey to parenthood.

We offer a fixed fee service at competitive rates and can discuss funding options for court cases if an order of the Court is required.

Childhood vaccinations and parental responsibility: What are your legal rights?

Posted on 17 July 202517 July 2025 by Sarah O'Sullivan

Vaccinating children is a topic that continues to spark debate, especially among separated parents who may hold differing views. With childhood vaccination rates declining across the UK, questions about parental rights and responsibilities are becoming increasingly common. In this article, we examine the legal framework surrounding childhood vaccinations, the consequences of parental disagreement, and the approach courts have taken to these sensitive issues.

Are parents becoming more hesitant about childhood vaccinations?

Recent headlines reveal a growing trend: more parents are choosing not to vaccinate their children against common childhood illnesses such as measles. This has raised concerns among healthcare professionals, especially as vaccination rates continue to fall.

Who decides whether a child should be vaccinated?

For children aged 16 or 17, the decision to receive a vaccine is generally theirs to make. However, when it comes to children under the age of 16, the decision rests with those who have parental responsibility.

In legal terms, parental responsibility means having “all the rights, duties, powers, responsibilities and authority which by law a parent has in relation to their child and the child’s property.”

What happens when separated parents disagree about vaccinations?

Vaccination decisions can become particularly difficult when separated parents have conflicting views. Disagreements over the perceived risks and benefits of vaccines may result in legal disputes, and we anticipate that such disagreements will increasingly lead to court applications.

What do the courts say about vaccinations?

In several recent cases, the courts have reinforced the view that a child’s best interests must be the primary concern when deciding on vaccination.

Example: Religious objection overruled by the court

In one High Court case, a mother objected to her child being vaccinated due to her Muslim faith. The child was in the care of the local authority, and the court ruled in favour of vaccination. The judge concluded that there was no strong medical or welfare reason to prevent the child from receiving routine vaccines, stating:

“Given my conclusion that the welfare reasons the mother has put forward do not outweigh [the child’s] interests in receiving the vaccines, the fact of her objection, even on well-founded religious grounds and however strongly expressed, takes the matter no further.”

Example: Covid-19 vaccinations and NHS schedule

In the case of M v H and Others, the father applied for a Specific Issue Order under Section 8 of the Children Act 1989 to allow his children to be vaccinated according to the NHS vaccination schedule, including future vaccines such as those for travel or Covid-19. The court ruled in his favour, again citing the children’s best interests as the decisive factor.

Do I have to go to court if I disagree with my ex-partner about vaccinating our child?

Court proceedings should be a last resort. If you and your ex-partner cannot agree, consider alternative dispute resolution methods such as:

- Family counselling
- Mediation
- Collaborative law

These options are usually more cost-effective, less stressful, and more likely to result in a resolution that puts the child’s welfare first.

Need legal advice about childhood vaccinations or parental responsibility disputes?
Our experienced family law solicitors can help. Contact us today for a confidential consultation.

Shifting priorities in the patient safety landscape: Policy insights paper

Posted on 16 July 202521 July 2025 by Sarah O'Sullivan

Dr Penny Dash’s comprehensive review of patient safety in healthcare has generated significant discussion among medical professionals. Released in July 2025, this key assessment examines the various organisations responsible for ensuring safety within the NHS, particularly as medical negligence cases continue to highlight systemic issues. This analysis explores the review’s main findings and recommendations for improving care quality.

The review evaluates six major organisations, including the Care Quality Commission (CQC), Health Services Safety Investigation Body (HSSIB), and the Patient Safety Commissioner, noting concerning overlaps in their roles. Despite investing over £160 million in safety initiatives over 10 years, improvements have been limited.

Current patient safety

The NHS safety framework has evolved in response to major care failures, typically leading to new oversight bodies after public inquiries. This has created a fragmented system with multiple organisations focusing on safety and quality.
The NHS handles about 3,000 safety investigations from 600 million patient interactions yearly. Research shows that matching top OECD countries’ standards could prevent 780 deaths annually from unsafe care. In 2022, preventable conditions caused 65% of roughly 82,000 avoidable deaths in England and Wales.

Key findings from the Dash Review

The review identified 10 critical issues within the current safety approach. Despite significant investment, improvements have been minimal, with life expectancy below pre-COVID levels and rising obesity rates.
Patient experience remains a key concern. Most NHS boards lack dedicated user experience directors, unlike other consumer-focused sectors. The complaints system is often confusing and slow to respond, hindering timely solutions for patients.

Key organisations like HSSIB, Patient Safety Commissioner, and CQC have expanded beyond their original roles, adding complexity to the system. The National Guardian’s Office often duplicates providers’ work, affecting whistleblowing efficiency.

While the NHS has extensive data, it’s not fully utilised for improvements. Social care lacks a national quality strategy, with gaps in outcome tracking and quality metrics.

Core recommendations for transformation

The review suggests nine key changes:

1. Revive the National Quality Board
2. Rebuild and refocus the CQC
3. Maintain HSSIB’s investigation excellence
4. Move Patient Safety Commissioner to Healthcare Regulatory Agency
5. Merge Local Healthwatch into ICBs
6. Streamline whistleblowing processes
7. Strengthen safety accountability
8. Use data and AI for safety insights
9. Create a social care quality strategy

Industry response to the Dash Review

The NHS Confederation’s Chief Executive Matthew Taylor welcomed the review’s focus on patient empowerment and local accountability, emphasising the importance of patient feedback channels.
While supporting efforts to reduce duplication, Taylor stressed the importance of maintaining oversight bodies’ core functions and ensuring proper support for local systems, particularly after Healthwatch closures.
David Hare from the Independent Healthcare Providers Network welcomed the recommendations, particularly highlighting the National Quality Board’s revival as a key driver for system-wide improvements.

Implications for Medical Negligence prevention

The Dash Review’s recommendations could significantly impact medical negligence prevention in the NHS. Streamlined oversight and clearer accountability could help identify safety issues earlier and implement solutions faster.
Better data use could help spot potential safety concerns before harm occurs. Improved complaint handling and provider accountability could prevent issues from escalating to negligence claims.
Patient engagement, known to reduce preventable harm, is strengthened through consolidated patient voice functions informing service design.

The Dash review outlines a transformation plan for NHS patient safety, addressing current system fragmentation. The government’s adoption of these recommendations within the 10-Year Health Plan marks a significant shift in safety approach.

Success will depend on effective implementation, measured through reduced preventable harm and improved patient outcomes.

Magic meets law: The employment and education framework behind The Harry Potter Mini School

Posted on 16 July 2025 by Sarah O'Sullivan

The wizarding world is returning, not just to our screens, but in a landmark move, to the classroom. Warner Bros.’ £1 billion redevelopment of Leavesden Studios for HBO’s upcoming Harry Potter series includes more than just sets and special effects; it now houses a full educational campus, a “mini school” built to educate the child actors cast in leading roles.

While the initiative might seem whimsical at first glance, it brings to the forefront serious legal considerations for both employment and education professionals.

From an employment law perspective, this represents a textbook case of what it means to balance the commercial priorities of a high-pressure production schedule with the legal and ethical obligations owed to working children.

The employment spellbook

Child performers in the UK are protected by a robust statutory framework. The Children and Young Persons Act 1933 and associated regulations strictly limit the number of hours a child may work, mandate rest breaks, and crucially require that their education must not suffer. Local authority-issued child performance licences, chaperone supervision, and adherence to working time restrictions all form part of this framework.

Productions like this one must therefore operate within tight parameters. For the Leavesden mini school, this means providing a minimum of 15 hours of education per week during the production period, in a form approved by the local authority, and ensuring that tutors are suitably qualified and DBS-checked. But it’s not just about ticking boxes. There is also a positive obligation to safeguard the welfare of young workers and ensure that work does not adversely impact their development, health, or educational attainment.

The presence of a dedicated head teacher, subject tutors, and a timetabled curriculum signals serious compliance and a growing industry trend: treating child performers not simply as working assets but as dual-status individuals, children first, professionals second. In employment law terms, this shift reflects the evolving duties of employers in safeguarding and promoting equality, particularly under the Children Act 1989 and the Equality Act 2010. Employers must avoid any form of indirect discrimination, including through unreasonable scheduling or failure to accommodate learning needs.

More practically, the emergence of long-term, full-scale onsite schools may raise future questions around employment status, continuity of work, and even how such arrangements sit alongside existing employment protections, including those relating to rest breaks, notice periods, and pay, especially for children represented through agencies or working under fixed-term performance contracts.

So, while the idea of learning spell craft between takes may be enchanting, the real magic lies in structuring these opportunities lawfully, ethically, and sustainably.

These employment law considerations underpin an equally vital issue: how we ensure the educational rights of child performers are upheld in a non-traditional setting. As this production creates what is arguably the UK’s most visible alternative provision school, several questions arise in education law.

From statutory duty to school design: An education law perspective

Behind the magic of film and television, especially in large productions like the Harry Potter series, is a carefully balanced system ensuring young actors receive a proper education while working. In England, this balance is protected by law, with clear responsibilities placed on production companies, parents, schools, tutors, and local authorities.

The education of child actors is governed by the Children (Performances and Activities) (England) Regulations 2014, which aim to protect young performers’ rights to learning and development – whether they’re playing a student at Hogwarts or starring in a commercial.

Lessons beyond Hogwarts: Ensuring continued education

Though Harry Potter portrays a magical boarding school, the real life cast still must complete their actual schooling behind the scenes. Any child actor working during school time must be issued a Child Performance Licence, which includes detailed plans for their education.

If a child misses more than five days of school for a role, they must receive suitable, structured learning – often delivered by a private or on-set tutor. The goal is to ensure that, even amid spells and stunts, the child continues to learn maths, English, science, and other core subjects.

Production duties: Creating a classroom on Set

In major productions like the Harry Potter film series tutors were employed full time to teach the child case during filming. Generally, producers must hire a tutor if filming interferes with school time, provide a quiet and appropriate space for lessons – sometimes just off set, schedule at least 3 hours of education per working day, up to 5 hours maximum, and adhere to licence conditions and maintain records of attendance and progress. This can often mean rotating between filming and studying, with child actors taught in trailers or quiet rooms designed to feel like a regular classroom – minus the wands. The introduction of a full educational campus housing a mini school for the Harry Potter series is intended to meet these requirements.

Tutors: The real professors behind the magic

On-set tutors during large scale productions play a critical role in helping young actors maintain their academic standing. The law requires these tutors to be qualified teachers (holding QTS or equivalent), teaching in small groups (no more than six) and ensuring that the education provided matches the child’s age, needs, and school curriculum.

These tutors helped Emma Watson achieve top GCSEs and A-levels during the franchise – proof that academic success and acting aren’t mutually exclusive.

Parents and guardians: Keeping the balance

Parents or legal guardians have a duty to protect their child’s education and welfare, not just their career. These responsibilities include ensuring that if a child remains on roll at their former school, that the child’s absences are authorised and fully licensed, approving educational arrangements in the performance licence, and staying engaged with tutors and schools to track their progress.

Local authority oversight

Local Authorities can issue performance licences and are responsible for inspecting educational and welfare arrangements. They can review tutoring qualifications and lesson plans, visit the set or location to ensure compliance, and revoke licences if a child’s education is being compromised.

Real-world education in a magical setting

The creation of a mini school for the child actors of the Harry Potter series shows the world how large productions can balance artistry with responsibility. While young actors deliver magical performances on screen, a structured, legally compliant educational system will work behind the scenes to keep them grounded and growing.

Educating child actors in England requires thoughtful coordination and legal diligence. When done correctly, young performers can achieve both academic and professional success – proving the real magic happens when education and creativity work together.

Need advice on child performer compliance, employment law, or education provision for your production?
Our team of employment and education law specialists can help. Contact us to learn more.

Advantages and disadvantages of loan notes

Posted on 11 July 202518 July 2025 by Sarah O'Sullivan

Loan notes are a common way for businesses to raise money. Companies use them to support growth, bridge funding gaps, or refinance existing debt. Loan notes bring in investment without giving up equity or control. But like any financial tool, they come with risks.

This guide explains the key advantages and disadvantages of loan notes. It will help you decide whether they suit your business goals.

Advantages of loan notes

Raise capital without losing control

Loan notes let businesses raise funds without diluting ownership. This is vital for owners who want to keep decision-making power.

Flexible terms

Loan notes can be tailored to suit both businesses and investors. You can set the interest rate, repayment schedule, and even allow for conversion into equity.

Attractive to investors

Investors often find loan notes appealing. They offer steady income and predictable returns. Secured loan notes, in particular, present lower-risk investment opportunities.

Simpler process

Loan notes involve less complex documentation than issuing equity. This makes them a faster and more straightforward way to raise funds.

Risks and drawbacks of loan notes

Loan notes also carry risks. Both businesses and investors must understand these before proceeding.

1. Credit risk: The risk of default

The biggest risk is that the business may default. If the company can’t repay the loan or meet interest payments, investors could lose money.

Unsecured loan notes are especially risky as they lack collateral. Even secured notes are not risk-free. In liquidation, asset sales may not cover the debt.

2. Interest rate risk: Fixed or variable uncertainty

Loan notes may offer fixed or variable rates. If market interest rates rise, fixed-rate notes can lose value. If the rates are too low, returns may be less attractive.

For variable-rate notes, rising rates can increase costs for the business, while falling rates can reduce returns for investors.

3. Liquidity risk: Difficulty selling early

Loan notes are not as liquid as public shares or bonds. Investors may struggle to sell before maturity, especially in private placements. This can tie up funds longer than expected.

4. Risks of conversion: Convertible loan notes

Convertible loan notes allow debt to be turned into equity. This feature has its own risks:

Valuation risk: If the company’s value is lower than expected, converted shares may be worth less.
Dilution risk: Conversion can reduce existing shareholders’ control.
Financial risk: If the debt isn’t converted, the company still needs to repay it.
Future impact: Generous terms for early investors may deter future investment.

5. Covenant risk: Restrictive conditions

Many loan notes include covenants—rules the business must follow. These may limit taking on more debt, require financial ratios to be maintained, or restrict dividends.

For companies, these can reduce flexibility. For investors, breaches can signal financial trouble.

Should you use loan notes?

Loan notes can be a powerful funding tool. They offer flexibility and control but come with risks that need careful management. Before using loan notes, businesses and investors should seek professional advice to ensure they align with financial goals.

Loan notes: Flexible finance for business growth

Posted on 8 July 202513 July 2025 by Sarah O'Sullivan

Loan notes are a flexible and popular way for businesses in England to raise money. They are used in many situations, from day-to-day corporate financing to complex deals like mergers and acquisitions. In this guide, we explain what loan notes are, how they work, and how they could help your business.

What are loan notes?

Loan notes are a type of borrowing. They enable businesses to raise funds without relinquishing ownership or equity. In simple terms, your business borrows money and agrees to pay it back later, often with interest. Some loan notes can even be converted into shares in the company, allowing investors to benefit from its growth.

Key features of loan notes

• Interest payments: Loan notes usually include regular interest payments, giving investors a steady income.
• Repayment terms: Typically, there is a set date by which the loan must be repaid, although early repayment may be possible.
• Convertible or non-convertible: Some loan notes can be converted into shares, offering extra flexibility.
• Secured or unsecured: Loan notes may be backed by assets (secured) or not (unsecured), which affects the level of risk associated with them.

How businesses use loan notes

1. Raising capital without giving away control: Loan notes enable businesses to raise funds while maintaining full control. This can be useful for growth, buying equipment, or managing cash flow. We often help small and medium-sized businesses use loan notes as part of their funding strategy.

2. Mergers and acquisitions (M&A): Loan notes are commonly used in M&A deals. They can form part of the payment to sellers, allowing buyers to spread costs over time. Convertible loan notes can give sellers a chance to benefit from the future success of the business they are selling.

3. Private equity and start-up funding: Investors, including private equity firms and venture capitalists, often use loan notes to fund early-stage businesses. This approach can delay setting a business valuation until later, when the company is more established. Convertible loan notes are especially useful here.

4. Property and real estate development: Loan notes are also used to fund property developments. The loan is often secured against the property, which gives investors reassurance. This can help developers raise the money needed to complete projects.

5. Debt restructuring: Businesses facing financial challenges may use loan notes as part of a plan to manage or restructure their debts. Loan notes can help free up cash and give businesses time to recover.

What are the risks?

While loan notes offer flexibility, they also carry risks. Businesses need to be confident they can meet repayment terms. Investors must understand the financial health of the company they are lending to. Convertible loan notes also carry the risk of ownership dilution if converted into shares. Read our article – Advantages and disadvantages of loan notes

A modern approach to parental leave? Government launches landmark review in 2025

Posted on 3 July 20258 July 2025 by Sarah O'Sullivan

The UK Government has launched a review into parental leave and pay this week, marking what could become a defining moment for working families and forward-thinking employers. The review, part of the Government’s broader “Plan to Make Work Pay,” promises to reassess statutory maternity, paternity, and shared parental leave (SPL), with a clear aim: to modernise the UK’s leave system to reflect today’s workforce, families, and economic realities.

Why this matters

According to the Government, one in three eligible fathers are unable to take paternity leave due to low pay, and uptake of shared parental leave remains stagnant. This is more than a policy gap, it’s a missed opportunity for families and employers alike.

For businesses focused on equity, retention, and employee wellbeing, the current framework can be a barrier to progress. There is growing recognition that flexible, well-funded parental leave policies:

Promote gender equality at home and in the workplace
Improve child development and family wellbeing
Close the gender pay gap
Boost economic growth by keeping parents in the workforce

What the review covers

This is not just a tweak to existing rules. The Government’s review will:

Consult with parents, employers, experts and charities
Examine statutory pay levels, eligibility rules, and practical barriers to uptake
Explore how to make SPL more accessible and widely used
Set out a roadmap for reform, potentially reshaping the parental leave landscape for years to come

Practical implications for employers

This review is a signal to HR leaders and business owners to get ready for change. Even before reforms are implemented, there are steps employers can take:

Audit your family leave policies: Do they go beyond statutory minimums? Are they inclusive?
Promote uptake: Encourage parents of all genders to use their entitlement without stigma
Benchmark benefits: Competitive parental leave packages are increasingly vital for talent attraction and retention
Contribute to the consultation: This is your chance to help shape the future of UK family policy

Navigating surrogacy: Current laws, challenges, and future reforms

Posted on 2 July 202521 July 2025 by Sarah O'Sullivan

What are the current laws governing surrogacy in the UK?

In the UK, surrogacy is primarily governed by the Surrogacy Arrangements Act 1985 and certain provisions within the Human Fertilisation and Embryology Act 2008. Under these laws, the surrogate mother is legally considered the child’s parent at birth. Legal parenthood can then be transferred through a Parental Order after the child’s birth, typically taking anywhere from six months to a year. This process may take longer if the Court’s schedule is full.

To apply for a Parental Order, you or your partner must be genetically related to the child, the child must live with you, and you must permanently reside in the UK, Channel Islands, or the Isle of Man. If there is a dispute over who should be the child’s legal parents, the court will decide based on the best interests of the child. While surrogacy agreements can be made between the intended parents and the surrogate prior to birth, they are not legally enforceable in the UK, even if the intended parents and surrogate have signed an agreement and the intended parents have covered the surrogate’s expenses. It is also illegal for solicitors to advise on such agreements.

What problems does the current surrogacy law cause?

The current surrogacy laws in the UK are outdated. Most of these laws were established over 30 years ago, and have not kept up with changes in society and advancements in fertility treatments. These outdated laws do not fully support the diverse family structures that exist today, including same-sex couples, single parents, and blended families.

One of the main issues with the current system is the lengthy process to establish legal parenthood after the child is born. Since the surrogate mother is considered the legal parent, intended parents must wait until a Parental Order is granted, which can take months to a year. During this waiting period, intended parents have limited legal rights over the child, and in some cases, a surrogate could even decide to keep the child. This creates vulnerability for both the intended parents and surrogates and raises concerns about the best interests of the child.

Was a surrogacy bill not proposed?

For several years, campaigners, including the Law Commission of England and Wales, in collaboration with the Scottish Law Commission, have proposed a new framework to modernise surrogacy laws. This proposal was extended to include better protection for children, surrogates, and intended parents. The matter had reached the Bill stage in 2024, which then needed the Government to ratify this into an Act of Parliament. Key features of the proposed reforms included:

Immediate parental rights for intended parents from the moment of birth, eliminating the need to wait for a Parental Order.
Introduction of safeguards and screening processes, including criminal and medical background checks, and independent legal advice and counseling.
Regulation of surrogacy arrangements by Regulated Surrogacy Organisations (RSOs), which would be monitored by the Human Fertilisation and Embryology Authority (HFEA).
Reform of parental orders to allow courts to make decisions even if the surrogate does not consent, provided it is in the child’s best interest.
Enhanced rights for children born via surrogacy, better employment rights for intended parents, and more comprehensive guidance on nationality and immigration matters.

These reforms aim to ensure legal, physical, and emotional protection for all parties involved, bringing surrogacy laws in line with other areas of family law. It was also thought that it would ensure fewer international surrogacy arrangements by making the law clearer and easier for all involved.

What happened to the bill?

Sadly, in June 2025 it was announced by the Government that they were unable to prioritise this area of law and the legislative proposals. The law currently still rests in the hands of our Judiciary on their interpretation of the outdated Acts. They are fortunately taking a considered view on individual cases and the promotion of the family units surrogacy can build.

We wait to see what happens next but by modernizing surrogacy laws, England and Wales could create a more inclusive, supportive, and legally sound framework for all parties involved in surrogacy arrangements.

Avoiding a logistical nightmare: The importance of clear contract terms

Posted on 2 July 202515 July 2025 by Sarah O'Sullivan

In the fast moving world of logistics, timing, trust and accuracy matter. Yet, you would be surprised by how many logistics companies still rely on outdated, generic or even borrowed contracts often without fully understanding what those terms actually mean or how they apply. As corporate commercial lawyers working closely with logistics companies across the UK, we have seen it all: contracts lifted from Google, small-print clauses no one notices and legal jargon no one ever reads… until something goes wrong!

And when things do go wrong, whether it is a missed delivery, lost goods or a breakdown in the supply chain, these moments often expose the very real risk of working without a well-drafted commercial contract.

James Kemball Ltd v “K” Line (Europe) Ltd [2022] EWHC 2239 (Comm)

A recent High Court decision illustrates how robust contractual drafting and clear limitation clauses can effectively shield a business from significant liability.

The background:

James Kemball Ltd (Kemball), a logistics company, entered into a longstanding agreement with K Line (Europe) Ltd (K Line), a shipping company, to provide haulage services. Under the contract K Line was required to provide a minimum volume of business, failing which a surcharge would be payable expressly described as Kemball’s sole and exclusive remedy.

When K Line ceased operations and stopped providing jobs Kemball terminated the contract and brought a claim for substantial damages, including future loss of income. K Line relied on its standard terms arguing that liability was limited and did not extend to the types of losses claimed.

The verdict:

The court found in favour of K Line, confirming that:

- The termination clause did not support termination for an anticipatory breach, it required an actual breach which had not occurred.

- The parties had agreed an exclusive remedy, a surcharge for failure to meet the minimum job threshold. Kemball could not claim wider damages in addition to or instead of that remedy.

- Although common law rights of termination may have been available, Kemball failed to rely on them in its termination notice.

Why this matters?

This case served as a strong reminder for logistics and haulage businesses of the legal and commercial risks that arise from poorly drafted or narrowly interpreted contract terms. It reinforces the importance of clear, well- structured clauses and the need to carefully consider available options, particularly in contracts involving ongoing obligations and long-term commercial relationships.

Key contract considerations for logistics companies

Protecting your business: Three things your contract must do:

- Terms must be properly drafted: Having clear and precise terms is essential and can fully protect logistics companies from significant liability. If they are ambiguous or poorly drafted, they may be struck out.
- Terms must be properly incorporated: If your business relies on standard terms (such as BIFA) to protect itself in the event of disputes, those terms must be clearly and expressly incorporated into the contract.
- Terms must be visible: Terms hidden in small print or buried on the back of a receipt will not help in a dispute. Ensure your customers understand what they are signing up for, ideally before any work commences.

Common contract disputes in the logistics sector

Let’s examine the top legal issues we encounter in the logistics industry, all of which stem from poor or incomplete contractual agreements.

Delayed or failed deliveries: Goods not arriving on time are one of the most common triggers for contractual disputes. Whether caused by external disruptions (such as severe weather or traffic congestion) or internal issues (such as warehouse errors), such delays often result in customers seeking compensation. Clearly drafted commercial agreements including clauses that address delivery obligations, timelines and exceptions can help prevent unforeseen liability.

Damage or loss of goods in transit: Disputes often arise over who bears the risk when goods are lost or damaged. Contracts should clearly define the point at which risk transfers from the logistics provider to the customer or third party, as well as the standard of care required during handling and transportation.

Payment terms: Unclear or unenforced payment terms can lead to problems which typically arise where a contract is silent on matters such as payment deadlines, interest on late payments or credit limits. This can make debt recovery more complex and limit the company’s ability to take effective enforcement action, this is a key consideration in negotiating commercial contracts.

Limitation of liability: It is important to consider robust limitation of liability clauses. Businesses often include such clauses without considering whether they have been properly incorporated or whether they meet the fairness requirements. A poorly worded or hidden clause may not be enforceable leaving the business unexpectedly liable for substantial sums.

Termination: Termination rights must be clearly defined, if a contract includes exclusive remedies or narrowly drafted termination provisions, parties may find themselves without the ability to enforce their rights when things go wrong.

Final thoughts

As the logistics sector continues to evolve in response to operational pressures, technological developments and broader economic shifts, the value of precise drafting and negotiating commercial contracts is more imperative.

Regularly reviewing and updating your contractual framework ensures it reflects the realities of the operations and that key provisions remain enforceable, transparent, and commercially fair. With clearer drafting and proper incorporation of terms these so-called “logistical nightmares” can often be avoided altogether.

Put simply: in a world where the unexpected is inevitable, a strong contract is your best defence against a logistical nightmare.

If you are unsure whether your terms are fit for purpose, we are here to help. Tees’ commercial team are expert in drafting, reviewing or negotiating commercial contracts, ensuring they reflect how your business works and giving you solid protection when the unexpected hits.

Get in touch today and put your commercial contracts on a firmer footing.

Employment rights bill: What’s changing and when

Posted on 2 July 20259 July 2025 by Sarah O'Sullivan

An “Implementing the Employment Rights Bill Roadmap” has now been published by the Government.

This Roadmap sets out a timeline of the upcoming changes and shows how the Government is preparing for the implementation of the Employment Rights Bill. The changes are being phased in gradually over a period of time to allow for further consultation to take place on issues such as statutory probationary periods (that will accompany the day one right to claim unfair dismissal that is being introduced, abolishing the two years’ service required currently applicable) and how these will work and the planned changes to statutory sick pay.

Some of the changes are therefore not coming in until 2027 – this includes day one rights for workers against unfair dismissal and a ban on “exploitative zero hours contracts”.

The Government has said it will produce clear and comprehensive guidance to help businesses understand and adapt to the changes and the gradual introduction will also give businesses time to update policies and procedures along the way.

Key dates:

After the bill is passed:

Immediate repeal of the Strikes (Minimum Service Levels) Act 2023 and the majority of the Trade Union Act 2016
Protections against dismissal for taking industrial action

April 2026:

Collective redundancy protective award – doubling the maximum period of the protective award
‘Day one’ paternity leave and unpaid parental leave
Enhanced Public Interest Disclosure (“Whistleblowing”) protections
Fair work agency established
Statutory sick pay – removing the lower earnings limit and waiting period

October 2026:

Restricting fire and rehire practices
Regulations to establish the Fair Pay Agreement Adult Social Care Negotiating Body in England
Tightening tipping law to ensure fairer tip allocation
Requiring employers to take “all reasonable steps” to prevent sexual harassment of their employees, enhancing the current protections and obligations in place
Introducing an obligation on employers not to permit the harassment of their employees by third parties
New rights and protections for trade union representatives, extending protections against detriments for taking industrial action and strengthening trade unions’ right of access.

2027:

Gender pay gap and menopause action plans promoting gender equality and supporting women’s health at work
Enhanced dismissal protections for pregnant women and new mothersreturning from maternity leave
Further harassment protections – specifying reasonable steps which will help determine whether an employer has taken all reasonable steps to prevent sexual harassment
Bereavement leave
Ending the “exploitative use of zero hours contracts”
‘Day one ’ right for protection from unfair dismissal
Improving access to flexible working

If you need help to navigate these changes, please get in touch with our Employment Law team.