Specialist Areas

Cross-Border Acquisitions and Joint Ventures

Morgan Russell has assisted many clients in these areas including:

the acquisition and sale of companies in one legal jurisdiction with subsidiary operations in other jurisdictions
the establishment of operations in one jurisdiction followed by the creation of subsidiaries, international networks or outsourced operations in other jurisdictions
the acquisition of UK companies by overseas companies
the creation of joint ventures between parties in different jurisdictions, in similar or complementary business areas

Our abilities in these areas are enhanced by our membership of an international association of independent law firms, Worldlink for Law, which provides instant access to local knowledge and legal expertise in most major commercial centres in the world.

Employment in the Construction Industry

The biggest changes to the construction industry since the introduction of the Construction Industry Scheme are being introduced in April 2007 by the Finance Act 2004. There are stiff penalties for non-compliance.

These changes are intended to ensure that companies operating in the construction sector are meeting their tax obligations.

HM Revenue & Customs has also been writing to thousands of contractors and sub-contractors on the issue of the employment status of construction workers as part of this, the largest audit of construction businesses since 1997.

We understand that HM Revenue & Customs plans a second phase of auditing and enforcement later this year and beyond.

HM Revenue & Customs has indicated that there is no amnesty for Contractors who have incorrectly identified employees as having self-employed status. The Revenue can, therefore, look back six years to recover PAYE deductions even where you carry out a status review now (the “six year rule”)! We strongly recommend that contractors review the status of sub-contractors now. It will be more important than ever that the relationship between contractors and sub-contractors is properly documented in a written contract and that the terms of the contract are reflected in practice. Morgan Russell has produced a status questionnaire to assist in ascertaining the status of your workers. This can be completed by you internally or we would be happy to assist you to complete it. For more information please call 01372-461411 and ask for a member of the Employment Construction team.

As part of the status review process we may identify changing business requirements against which status changes may be identified as necessary. We would work in partnership with your finance department or external accountants (where appropriate) to develop an approach to meet your business needs with a view to limiting your liability.

We provide a wide range of services to the Construction Industry, including:-

1. Advice/carrying out a review of the status of your sub-contractors.

2. Advice on existing status and risk analysis.

3. Legal framework/practical advice on a change in status where required.

4. Preparation of contracts of employment.

5. Preparation of employee policies and procedures.

6. Advice on use of agencies; service companies; payroll agencies.

7. Advice on essential terms (which must be reflected in practice) for your sub-contractors.

8. In house training sessions on the new construction industry scheme and employee/worker status.

Internet Trading

We are experienced in all aspects of this area including:

preparing terms of business for internet sales
drafting user agreements for subscriptions sites
preparing software development and licence agreements, including “web-wrap” software licences for downloaded software
web development and hosting agreements; privacy and acceptable use policies

We have a wide range of experience in internet related matters. This varies from simple terms and conditions of sale for an online purchase, to preparing all contract documents for a complex online marketplace for specialist products in several countries.

The latter might range from the development and licensing of the software and other intellectual property to all the user contracts and other documentation.

Outsourcing

We are experienced in the commercial structuring and drafting of legal documents for various aspects of outsourcing including:

tenders for the provision of products or services
franchising operations; network licensing
sales and marketing
equipment rental and maintenance service contracts
agency and distribution network agreements

assisting clients in moving towards a fully outsourced status - where the sole or prime function is the commercial exploitation of brands or other intellectual property

"Turn-Key" Services for Start-Up Businesses

Morgan Russell has extensive experience in advising start-up businesses on a whole range of important areas, including:

company formation
corporate structure
work permits
finding premises
leases/property purchases
terms of business
introductions to banks/accountants/insurance services/IT services/virtual and serviced offices other professional advisers
company secretarial facilities
employment contracts and employee/HR regulations/compliance/health and safety, etc.
joint venture and shareholder agreements
preparing commercial contracts (such as: agency, distributor, licence, franchise, etc.)

Team:

Paul Morgan
Melanie Smith
Debbie Turner
Sara Frisby (nee Taylor)