Why 50/50 property partnerships
go wrong.

Zohaib Hashim00:00

A shareholders’ agreement might only cost you a few grand to set up at the outset, where everyone is still friendly and jolly. A shareholders’ dispute five years down the line might cost £50,000, £60,000 or £70,000 just in legal fees.

Alastair Hoyne00:16

Hello everyone and welcome to The Property Escalator. I’m Alastair Hoyne, founder and CEO of Finanze Group and author of The Finanze Framework: Property Strategy & Finance Success. The proof has literally just arrived. I’ve got to check it, then it will be in print and out on 30 October, which also happens to be my birthday. The book is far more exciting than that.

I wrote the book about a simple idea: property decisions work better when strategy, finance, legal, tax, valuation, delivery and exit are treated as one connected system. The Property Escalator takes that thinking into real conversations with people who operate at different points in the property journey.

Zohaib Hashim from Blackmont Legal is here with me today. He brings that thinking into legal structures, not the property purchase itself, but the companies involved in property. When two or more people invest together, the building can be simple, while the relationship, funding obligations and decision rights can become the real source of risk. Zohaib, thank you for coming on today.

Zohaib Hashim01:25

Thank you for having me.

Alastair Hoyne01:26

You’re very welcome. For everyone’s reference, Zohaib is my corporate lawyer as well. He’s a real Harvey Specter, the kind of lawyer where you can say, “This is what I want. Here’s my price. Go get it.”

Zohaib Hashim01:38

We try and deliver results.

Alastair Hoyne01:41

Definitely. If you haven’t watched Suits, watch it and you’ll know what I’m talking about when you’re talking to Zohaib.

Alastair Hoyne01:47

Property partners can spend weeks analysing the building and the finance, then set up the company overnight. Suddenly, shareholders’ agreements become an afterthought. In your opinion, what should they agree before money starts moving?

Zohaib Hashim02:01

There’s a whole host of things. Preparing before setting up a company doesn’t necessarily need to involve a lawyer if you’ve done it before, but having some guidance is helpful. You want to understand what the structure and ownership of the company will look like.

A lot of people go into deals thinking, “We’ll be 50/50 on everything.” The problem is that it doesn’t leave a mechanism for dispute resolution. When it comes to managing company decisions that might require a special resolution or an overall majority, you’re creating a situation where both of you need to agree on everything. Otherwise, nothing operates.

One of the core dangers of not mapping out how your relationship will be governed is that you don’t have those tools if a problem arises, or when it’s time to exit the transaction. Division and distribution of capital is probably one of the more minor parts of ending a commercial relationship, because that depends on distribution of the proceeds of sale. People often agree what the end distribution will look like without agreeing the core mechanisms in advance.

Alastair Hoyne03:37

That’s very detailed, thank you. What commercial points, at a bare minimum, should partners agree before a solicitor starts drafting a shareholders’ agreement?

Zohaib Hashim03:50

They should understand who has operative control day to day within the company. That can be through directors. If two people enter business together, will they both be day-to-day directors? Do they both need to be registered as directors, or will one be responsible for running things while the other is a silent investor?

The next thing is share distribution. If each partner contributes 50% of the capital, a 50% shareholding makes sense. But that still means you need a mechanism for what happens if you can’t agree on day-to-day decisions.

You also need to map out contributions other than money. For sweat equity, where somebody contributes their labour to the project’s success, you need mechanisms defining success within their role. One danger with service-based share distributions is handing over shares on day one without clearly defining the obligation to continue performing, and how that performance is measured.

It sounds like a serious conversation. Having it initially without a lawyer involved usually lessens the blow. Our recommendation is that everyone should already know what will happen, with no surprises when they instruct the lawyer. In a first consultation, we often put questions to people and say, “Make sure you have answers before you instruct us and start paying fees.” A breakdown in the relationship before you’ve even started won’t be conducive.

Alastair Hoyne06:09

The minute a solicitor gets involved, it can feel serious and create potential discord early on. However, lawyers are there to protect you and your position from liabilities you may not recognise.

Even if you want a friendly conversation with a future business partner you’ve just met at a networking event, talk to a solicitor first. Let them tell you what to ask, what needs to be set in stone and where your red lines are. Then you can have that friendly conversation with professional advice behind you.

Things are great at the beginning. It’s when something goes wrong that ugly faces start to appear. If you’ve had the correct advice and protected your position upfront, you should be in a better position.

Alastair Hoyne07:27

We’ve already covered equity distribution in a short period. We’ll get so much value from this call that I’ll run out of questions and start talking from experience.

There are different forms of investment. Somebody might lend through their own company, or invest through a separate company as a shareholder. When buying property with a joint shareholder, bear in mind that lenders normally have rules about who needs to be on the loan application. Typically that includes directors, unless they’re employee directors.

We have a case at the moment where a CFO sits on the board as an employee director and doesn’t want to provide an assets and liabilities statement or a personal guarantee. Nor should they: they’re a paid employee. Shareholders are another consideration. Many lenders have a provision that shareholders with 20% or more should be on the agreement. That can be positive or negative for the application depending on their net worth and contribution, and may affect rates or the lenders available.

One thing to look into with your solicitor and accountant is alphabet shares. Zohaib can explain further, but different share classes can have different values and rights. A person can have a similar economic entitlement while holding a smaller percentage of the shares. A lender will naturally want to understand the relationship. Where it uses a shareholding threshold, that could affect whether the person needs to be party to the loan or a personal guarantee. It could also matter in a husband-and-wife structure where one spouse doesn’t want to give a guarantee.

Zo, as I call him because it’s quicker, why don’t we discuss that concept? It’s used a lot in mergers and acquisitions. I remember convertible bonds being the technique Porsche used in relation to Volkswagen.

Zohaib Hashim10:27

Having convertible instruments is an option. On alphabet shares, attributing different capital distribution entitlements or voting and control rights can have a massive impact. It’s a way to involve silent investors, structured so that they have a percentage stake and rights to participate in a capital exit or dividend distribution, without granting operative control.

You could give away more than 25% or potentially 50% of the company and no longer have an outright majority, but still control the majority of voting rights.

Alastair Hoyne11:20

Exactly. You can issue shares without voting rights. If there are two of you, A shares could have the vote and 50% of the economics, while B shares have 50% without a vote, to avoid a hung situation.

Zohaib Hashim11:38

Your example of meeting somebody at a networking event or in a bar and deciding to go into business gave me heart palpitations. We recommend detailed due diligence on people you’re about to go into business with, including adverse funding checks.

You don’t know where money being offered for a deal comes from. Once it has passed into your account, tracing the source and origin becomes more difficult. If it is proceeds of crime and that is later identified, the National Crime Agency has authority to wind back and seize what you purchased with it. You could be at a loss, with limited recourse, and potentially face a prison sentence for involvement.

That’s another reason to involve a solicitor early. In those situations we can carry out adverse media, political exposure and governmental figure checks on someone proposing a silent partnership.

Alastair Hoyne12:47

You also have to remember the connected-party principle. If you’ve had a joint bank account with your parents, you may find you can never get your mother off your credit statement, not that I know what I’m talking about.

Their reputation, financial conduct and personal conduct can affect yours. They could be brilliant and feel like the person you’ve been looking for, the yin to your yang, providing development work or extra investment funds. It can all look rosy. But the same way a lender underwrites a borrower, you should underwrite a business partner.

Zohaib Hashim13:49

Absolutely. Having some assurance goes a long way.

Alastair Hoyne13:54

Why can a simple equal partnership become difficult when parties disagree? We’ve touched on hung boards and disagreements over payouts. I know this from personal experience in a previous company, where I was overly generous with my shares. I wanted to build a war chest so the business could be opportunistic when the market went down. My partners said, “No, we just want our dividend.”

It was almost like the Green Goblin being kicked out of his own company in Spider-Man. I ended up selling my shares to those partners and leaving them to realise I was doing all the work.

Zohaib Hashim14:49

That gets into listed companies and hostile takeovers, where shares are available. You can lose the majority. The outcome would be similar, though the way the shares are acquired would differ.

If you’re equal partners at 50/50 and neither has superior operative control, for example exclusive voting rights, you effectively need unanimous approval for every company decision.

A slightly nerdy tangent: before the Companies Act 2006, the understanding was that bespoke articles and memorandums were drawn up to match what you were doing. Since then, opening a company has become incredibly simple. We’ve been seeing in excess of a million companies being opened in recent years. Companies House fees have increased, partly because of abuse of the ease of incorporation.

Model articles existed to a degree before, but are now standard. Incorporate without registering bespoke articles and you have model articles of association. They’re really designed around a small company with operative control largely in one person, or a few people with an established mechanism for who is in charge.

With half-and-half control, those arrangements begin to fail. Where the Companies Act requires majority consent from shareholders, if there are two equal shareholders, a majority by definition needs both of them. It becomes unanimous agreement.

Alastair Hoyne17:36

Even if it isn’t 50/50, you can think you’re sitting pretty with 70%, then realise the other shareholder can still stop you doing what you want on major decisions.

Zohaib Hashim17:57

Correct. The special resolution threshold is 75%. You lose that protection once you’ve given away more than that remaining threshold, for example 26%. That can prevent core structural changes requiring a special resolution.

If you’re bringing in a third investor and want a new share class, new shares and dilution of existing holdings, you can again find you need everybody to agree. You could have put in all the money or work, yet the other person can block you because they hold half the shares. If you intend to give away that level of control through shares, put protection in place so the company can continue operating.

Alastair Hoyne19:00

You’ve also got drag and tag rights. Those may be more associated with larger mergers and acquisitions, but drag rights can bring a fellow shareholder into a sale on the same basis, while tag rights let somebody join another shareholder’s sale and get their value out. These things don’t feature in a quick, downloadable company setup and need adding.

What about bad shareholders who don’t hold up their end of the bargain? Can you get rid of them? It may be unusual to pre-sign a share-sale document waiting to be filed if somebody misbehaves, although some lenders do that. You need an agreed position, as you might in an employment agreement, about shares being forfeited if defined conditions are met.

Zohaib Hashim20:07

It goes deeper because there are unfair prejudice claims that minority shareholders can bring if their expectations in the deal and shareholding materially change.

Suppose somebody holds 10% and expects that to entitle them to a director’s seat and a business development role, drawing a consultancy salary whether or not they produce results. Two years later, they’ve drawn £30,000 but generated no activity. You terminate their directorship, assuming they still have their 10% shareholding.

They could say this is unfair prejudice because they expected those additional rights and benefits when becoming a shareholder. They could sue through the High Court and seek an order requiring the purchase of their shares.

Alastair Hoyne21:16

We’ve touched on controlling voting rights and income distribution, and you can also control capital distribution. A partner might contribute financially or physically on a temporary basis, with an automatic buyback at a premium, almost like a bond-style share issuance. But they might stay, or you might let them keep riding the deal.

If you already have an SPV holding multiple assets, you may not intend them to share in the value of all those assets. It would be more sensible to create a separate SPV for the transaction, even under a holding structure. But suppose you were misadvised by somebody in the pub rather than an accountant or solicitor. We see cases where that happens.

There needs to be a mechanism saying, “You can participate in dividends, but if I sell the business or assets you have no right to capital distribution.”

Zohaib Hashim22:55

That’s common in family office companies, investing in assets for a particular family. Children might be shareholders entitled to dividends but not capital or voting rights. You can structure dividend rights among heirs.

Or you can do the converse: an investment company for a family trust where the beneficiaries or individual shareholders participate only in capital distribution, so they’re paid on winding up. You manage it as an ordinary trading company for your investments. There are many ways to structure it.

Alastair Hoyne23:59

It’s almost like the difference between a hedge fund and a private equity fund. Private equity generally closes out a fund after a fixed period, often around five years, and distributes the proceeds. Hedge funds and investment managers may work through appreciation of units or income distributions.

Even your little SME could be a PLC one day. It’s easier to set things up properly in the first place than correct them later, isn’t it?

Zohaib Hashim24:41

The challenge is the front-loaded cost of investing in legal work before you generate money. But any protective expenditure is a front-loaded expense. You incur it early so that a future problem is less painful and cheaper.

A shareholders’ agreement might cost a few grand when everyone is friendly. A dispute five years later might cost £50,000, £60,000 or £70,000 just in legal fees, plus a gruelling two-year court process fighting somebody you thought you were there to make money with. It’s far cheaper, even if it feels like a substantial expense for a startup.

Alastair Hoyne25:43

Earlier today I spoke to David about estate planning. For anyone thinking I only wear one jumper, that was this morning. Legal work is a big part of estate planning.

With company structures, what happens if your business partner goes on long-term sick leave or something more serious happens? Their husband or wife might inherit shares and want to step into the business. That’s where voting control and the other elements matter.

My father has a defined benefit pension. I wish those still existed with most companies. The idea of continuing to pay somebody after they’ve left, based on their previous salary, is something to consider here. If somebody stops being part of your business but holds shares, are they still earning without delivering anything? Especially if it wasn’t 40 years of service, but they got the shares and went to Barbados a week later.

Zohaib Hashim27:04

There’s the bad-leaver situation, and the position where somebody passes away in service and shares pass to a spouse. If you’re 50/50 and your partner dies, their wife, who may never have dealt with property, becomes a 50% shareholder and wants to participate in management. How do you navigate that and align somebody with whom you’ve had no business dealings to your established way of thinking?

There are insurance arrangements designed to fund that situation. If a director or shareholder dies, a policy can provide funds to buy back that shareholder’s shares. It protects their estate by giving beneficiaries money reflecting the shares’ value, while allowing the company to continue and the surviving shareholder to regain control.

Alastair Hoyne28:26

Things get complicated quickly. In my group structure I have alphabet shares and provisions around capital distribution and death in good service. I generally take the position that a portion of shares can be retained by family without voting rights, but with entitlement to dividends or capital growth depending on service. Being instrumental for one year should probably be treated differently from being instrumental for 20 years.

Alastair Hoyne29:07

Investors can forget something else. Let’s use four partners: two or three contribute the deposit, there’s senior debt for the property, and the fourth is an electrician contributing a saving on works. What if there isn’t enough money and the project needs more?

How can investors avoid or protect against a forced capital call applying to all shareholders? Somebody who didn’t expect to contribute money could be told, “If you don’t put money in, we’ll issue more shares to the others and dilute you,” a little like Eduardo in Facebook.

Zohaib Hashim30:10

It’s a real risk. If you participate through shares earned by service, you might need dilution protection. That’s rare because it makes the company less attractive to investors.

Alastair Hoyne30:40

When I was in angel investment and venture capital, I used to ask for non-dilutable shares. The problem is it can make the firm less attractive, or unattractive altogether, to another investor.

Zohaib Hashim30:52

Correct. If there will never be other investors, it might work. There are other ways to inject capital, such as loans. Sometimes that’s the only viable option if you can’t issue fresh shares, bring in investment or call up capital.

We’ve talked about the reverse: an investor giving a partner shares upfront in return for promised service. You must measure that service. Vesting schedules are one protection. Shares are earned over time through milestones, with clear terms defining what those milestones are. For example, completing 50% of the works earns 50% of the shares, with the balance granted on completion. Reverse vesting is another, slightly more complicated option.

Alastair Hoyne32:19

There are also hybrid models we’ve discussed in my own business. You might provide an entitlement upfront, but unlocking the actual shares takes time. Somebody could have a fixed 10% dividend entitlement upfront, while taking ten years to unlock the physical shares and meet performance requirements.

This conversation shows how complicated it is and how many things can go wrong. Professional advice is important when involving third parties, and perhaps even more so with family. Falling out with family can be harder emotionally and commercially.

Zohaib Hashim33:12

Some of the worst fights are between family members. They become fights over principle. Everyone loses money and nobody thinks pragmatically because they want to prove a point.

Alastair Hoyne33:27

It’s having the last word. Legal documents record a commercial agreement, but they aren’t a substitute for difficult conversations. Equal economics don’t automatically create workable decision-making.

If you’ve worked in corporate management, you’ve probably had a day of governance training and a massive file, and been grateful for the cakes and coffee. A simpler version of governance is better to have in place before litigation or ADR.

Zohaib Hashim34:17

Alternative dispute resolution.

Alastair Hoyne34:22

Talk openly and express your fears. If your gut tells you something is off, it’s probably right. I’ve often found you can feel it.

Zohaib Hashim34:39

Sometimes it might just need verification.

Alastair Hoyne34:42

It might be going against your instincts or ethics. That can be the feeling that something is off.

Alastair Hoyne34:49

Without naming names, what do badly documented joint ventures look like when something goes wrong?

Zohaib Hashim34:55

The worst are those not documented at all. You’ve roughly discussed a deal and exchanged text messages.

One benefit of a cogent contract recording everything is that a change has to be made through a specific instrument, a variation. Variations don’t need to be complicated: a one-page document signed by the parties can be sufficient if it meets the contract’s requirements. You can have as many addendums and variations as needed.

If your original relationship was agreed orally or through texts or emails, later informal communications may have varied the agreement. Resolving a dispute becomes expensive. If you give me a fairly standard 30-page shareholders’ agreement and some addendums, we might have 50, 75 or 100 pages to review. That’s a clearly defined scope for understanding what went wrong and who is entitled to what. We can establish boundaries early.

If everything was informal and you arrive five years later with a dispute, are you bringing five years of communications and emails for us to review?

Alastair Hoyne36:57

There’s the whole verbal-contract-being-binding point.

Zohaib Hashim37:00

Verbal contracts are binding, but your word is only as good as theirs. What if you’re a worse witness or have a poorer memory? What if they have corroborating messages they sent you, whose significance you didn’t understand, which they now use to support their account?

Alastair Hoyne37:23

Or something supposedly off the record that they screenshot and save. We’ve put provisions into contracts saying WhatsApp messages aren’t variations of the terms.

As a lender we deal with brokers and ultimate borrowers, sometimes introducers and sourcing agents too. We have to control information flow. A broker can’t say we agreed something we never agreed. Paperwork is the truth, and verbal statements need written evidence in lending and other business areas.

Zohaib Hashim38:11

I’d be careful of anybody who will only have serious discussions orally, by phone or face to face, and won’t put anything in writing. Maybe it’s my nature as a lawyer, but that makes me suspicious. Why won’t they write it down?

Alastair Hoyne38:36

One practical tip from my dealings is about email. Most people have a massive Sent folder, making a specific communication difficult to find, especially with many emails to one person.

I use an automatic copy function in Outlook that copies my outgoing messages to my inbox. Within each transaction folder I then have what I received, what I sent back, and the next reply, so I can review the flow. If somebody says, “You said you would do this,” I can show what I actually said. It’s useful in any area with financial or legal ramifications.

Zohaib Hashim39:41

Absolutely.

Alastair Hoyne39:43

It isn’t a one-lawyer show. A shareholders’ agreement with financial consequences can be as much an accounting decision, especially for tax treatment. I often put the accountant and lawyer together and join with the borrower if needed, so we’re on the same page.

For a title split, for example, you might have a parent company owning the freehold and child companies holding leaseholds. There are tax implications and possible intra-company reliefs. Is there a weakness in not involving a solicitor in more complicated structures, even though accountants often set them up?

Zohaib Hashim40:46

Good accountants know their limits, just as good lawyers do. We’re authorised corporate service providers, the new designation, and clients ask us to incorporate companies. We can, but if they only want a generic company with model articles, going through their accountant might be more cost-effective.

We have to preserve the client’s best interests. If it’s an administrative incorporation with a basic share structure, we may guide their accountant through it. Good accountants also recognise when complex structuring, bespoke articles or a bespoke shareholders’ agreement needs a solicitor. They’ll recommend somebody or work with your existing solicitor.

We often develop a close relationship with the client’s accountant. They know the financial side and we know the legal side, and that back and forth can produce a structure that benefits the client.

We’re collaborating with an accountant on a shareholder exit at the moment. Their input is helping create a position with a 20% saving: the company benefits from a corporation tax offset, while the exiting shareholder benefits from the structure and lower stamp duty. Everyone ends up a winner in that situation.

Alastair Hoyne43:03

It comes down to the size and value of the deal, and what the money means to you. If you’re buying something for £50,000, you still need to consider how much protection you want. On £15 million, it’s a small expense for peace of mind.

Alastair Hoyne43:28

On a property purchase or refinance you have the lender’s lawyers, the vendor’s lawyers and your lawyers. There are loan agreements, mortgage charges, reports on title and investigations into tenure and covenants.

Most loan agreements require separate assurance through independent legal advice on signing. That normally needs a separate solicitor. I’m used to it being a property solicitor, but it seems to me a corporate lawyer could be well placed to explain the contract: do you understand this loan and what a personal guarantee means if called upon? Is that something you do?

Zohaib Hashim44:43

That’s a relationship we have with larger corporate firms. Where they’re conflicted and can’t provide the advice, they often refer it to a smaller firm they don’t feel will poach their client.

As a boutique firm specialising in corporate and commercial law, we fit that category. We understand the work and its requirements, even if a blue-chip company feels we’re too small for its wider requirements. We pick up a lot of ILA work. It’s already an area of the business.

Alastair Hoyne45:28

Damn it, I thought I’d found a new area. I’m already trying to persuade him to expand into property and private client services. He’s that good, I want him to expand.

ILA is often near the end of legal work on a property transaction. Clients are excited: sign that and hopefully the money completes. Do people gloss over it, like scrolling through software terms and ticking the box? Do they underestimate that final check on understanding what they’re signing?

Zohaib Hashim46:12

We take it seriously, which is reflected in the fees. It isn’t a £50 high-street-solicitor exercise. We charge a substantial fee, but spend about an hour with the client, preparing a full checklist of obligations and going through them individually.

Very often something comes up: “I thought that was supposed to be different.” We’ve identified defects or problems in personal guarantees and debenture documents that needed amendment. Because the main solicitor can’t advise on that element, we deal with the other side to get it resolved.

We often have to act quickly. It’s resource-intensive, but short, focused work in a narrow schedule to get things over the line.

Alastair Hoyne47:14

It’s also a chance to identify potentially punitive loan clauses, such as excessive default interest. Do you provide ILA in person or by video?

Zohaib Hashim47:29

We do it by video, with digital signing and attestation, serving clients nationally. We have electronic witnessing set up so we can witness documents being signed on the call. We haven’t had difficulty with many mainline lenders being comfortable with that approach.

Alastair Hoyne47:55

Zo, I use you for corporate law, personal advice, late-night WhatsApp chats, intellectual property, trade marks and contracts. Tell me about Blackmont Legal. Which services am I not using, and why should clients or viewers follow your link?

Zohaib Hashim48:31

You might get the chance to hang out with both of us in Manchester. That could be a perk in itself.

Alastair Hoyne48:39

And his cool American accent, which I love.

Zohaib Hashim48:43

Mergers and acquisitions is the largest part of the firm, the foundation of what we do. We act for buyers and sellers, including in regulated business. For property investors, that might mean acquiring a company that owns property rather than acquiring the property itself.

Alastair Hoyne49:09

There can be differences in VAT and SDLT treatment, using stamp duty on shares rather than the property transaction.

Zohaib Hashim49:15

Precisely. There can be benefits. We also work on corporate structuring, for example multiple SPVs holding properties, with a group holding company to realise benefits and efficiencies.

If you’re generating turnover of more than around £600,000 a year, I’d say you should look at tax efficiency. Below that, the cost might outweigh the immediate benefit, though you may grow into it. That’s where you can start seeing a real difference for the expenditure.

Alastair Hoyne50:06

Group structures can have value. I have a group structure, and investing in a new division takes time to generate revenue, so it generally incurs losses initially. With 100% ownership of my divisions, I can offset losses in one against profits in another to reduce the corporate tax burden, which wouldn’t be possible with two separate independent SPVs outside a group.

Depending on the amounts, tax savings may cover the legal and structuring cost, and the benefits can continue. A new SPV acquiring property has borrowing liabilities and may incur losses during works. If that runs into a new accounting period, that can create gains.

We looked at a hotel deal in London where the SPV had £7 million of losses associated with it, which the client would have been able to take on. If you buy a company holding property, you have to do due diligence on the company, its books, trading history and corporate credit rating, just as you would on a partner. Ideally there’s one property per SPV to keep it clean. The point was that carrying losses into the new ownership and offsetting future profits could be valuable.

Zohaib Hashim52:01

Absolutely.

Zohaib Hashim52:04

Then there’s traditional contracts work. For developers having work done by contractors, we handle the suite of JCT contracts and do a lot on construction and subcontractor relationships.

Everybody has a story about a subcontractor, often scaffolders, damaging the building next door.

Alastair Hoyne52:33

It’s something I mention in the book. Somebody gets a renovation quote, obtains the loan, then the builders arrive and nobody has agreed who pays for the scaffolding.

Zohaib Hashim52:50

The form of contract helps define who is responsible for what. Make sure contractors and subcontractors have appropriate insurance. People can shut down and disappear when things get tough, thinking the corporate veil protects them. Even if it doesn’t, they may have no material personal assets worth pursuing.

If they’ve spent an extra £500 or £600 on insurance covering their work, there’s an insurer to turn to. Having insurance that can respond even if the contractor goes into liquidation is essential for a relatively nominal additional cost.

Alastair Hoyne53:48

Always make sure contractors and subcontractors have appropriate insurance. If you’re borrowing from a lender, you won’t get away without it. Fixed-price contracts can be even better.

Zohaib Hashim54:00

We use fixed-price contracts wherever possible. Finally, there’s our media and entertainment work.

Alastair Hoyne54:07

You were asking me about film lending.

Zohaib Hashim54:12

We work on traditional film, emerging and social media, and protecting brands, IP and trade marks.

Alastair Hoyne54:24

Pretty exhaustive. Just private client services to add, then we’ll be complete. It’s brilliant to have you here. I love our regular monthly lunches, where I pretend to know about law and Zo smiles politely. It’s a pleasure. We could go on for two or three hours and still have things to discuss.

If the audience has questions for an anonymised, general discussion, rather than individual advice, perhaps we can bring Zo back for another session. You should also contact him directly and schedule an appointment.

We could discuss IP and protecting rights, whether logos, word marks or slogans. You do patent law as well, don’t you?

Zohaib Hashim55:38

Because of its specialist nature, we outsource patent law. That’s cheaper for the client than hiring somebody internally.

Alastair Hoyne55:47

You can still provide upfront advice before the technical specialist does their work?

Zohaib Hashim55:51

Advice and guidance throughout, but it has to be something patentable.

Alastair Hoyne55:56

And substantial. I saw something the other day about software receiving a patent for its code, which means I need a conversation with a patent lawyer about the new CRM we’re building.

Zo, I’ll let you go. Thank you for your time. For me, the company behind the property is part of the property strategy. Capital, control, guarantees, decision-making and exit need to work together when the relationship is under pressure, not just when everybody agrees.

Zohaib Hashim56:31

Correct.

Alastair Hoyne56:33

The whole transaction, including the people and structures behind the asset, needs to work together. Thank you for joining The Property Escalator. We’ll put Zo’s details with the episode. If you need legal support, especially in corporate or commercial work, based in Manchester, he’s your man. Thank you very much.

Zohaib Hashim56:58

Thanks for having me.