Real estate

Good news on upwards only rent reviews

Fri, 24 Apr 2026 00:00:00 +0100

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Good news on upwards only rent reviews

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The government has indicated that there will be some flexibility on the terms of rent review clauses despite the ban on upwards only rent review clauses contained in the English Devolution and Community Empowerment Bill.

The Bill has passed through all its major stages and now is subject to a game of parliamentary ping-pong as the House of Commons and House of Lords resolve their differences in relation amendments made to the Bill in the House of Lords. However, none of the points still at issue relate to rent reviews, so we know the final form of the legislation implementing the ban, subject to a promised consultation on a collar and cap on the amount by which rents could fall or rise on review.

Published: 24 April 2026
Authors: Michael Callaghan

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Implementation date

We do not know when the provisions in the new legislation will come into force. It is not likely to be before 2027 and there have been rumours that it could be as late as 2028, albeit note should be taken of the proposed retrospective aspects of the legislation, which we comment on below.

How will the ban work?

The ban operates where the rent under the lease is expressed to be payable at the higher of the existing rent and a “reference amount”. A reference amount is an amount that is arrived at by a means of calculation and so it could be one or more of an open market rent, an indexed rent or a turnover rent. Under the ban, if the reference amount is lower than the existing rent, the rent is reviewed to the reference amount. However, how does the Bill operate where there are two or more reference amounts? There has been uncertainty over this point. The Ministry of Housing, Communities and Local Government (MHCLG) has provided some much-needed clarity and will be issuing formal guidance when the Bill becomes law.

For example, if an existing rent of £100,000 is to be reviewed to the higher of the open market rent and the existing rent as increased by RPI, what happens if, on review, the open market rent is £98,000 pa and the existing rent increased by RPI is £105,000? Both figures are reference amounts. Which figure becomes the new rent payable by the tenant? MHCLG says that the higher of the two figures can be used as the new rent, since the RPI-based increase is a legitimate rental increase based on the lease terms. This is welcome news.

Landlords with turnover rent leases will benefit most from this guidance. In many cases, the tenant pays a base rent each year that increases by reference to the higher of an index-linked increase and a percentage of the previous year’s turnover. A disastrous trading year by the tenant will not see the base rent for the next year nosedive if the index-linked calculation produces a higher figure.

Consultation on a collar

The government has said that before the ban is implemented it will consult on introducing a collar on the amount by which the rent could fall because of the ban. For example, if the current rent is £100,000 it may be possible for the parties to agree that the rent could not fall by more than, say, 5%. With such a collar, if the open market rent was £91,000 on review, the collar of 5% would mean that the reviewed rent would be £95,000. The government has indicated that if a collar is agreed, it may require a corresponding cap on any increase so that, in the above example, the reviewed rent could never be more than £105,000. Tenants will no doubt welcome this latter proposal.

Retrospective effect

One amendment made in the House of Lords makes the ban operate retrospectively, but only where the landlord and tenant have, on or after 17 March 2026, entered into arrangements for the renewal of an existing lease and the renewal lease is granted on or after the ban comes into force. “Arrangements for the renewal of an existing lease” include agreements for lease, options to renew (whether contained in a lease or in another document) and landlord’s put options. Where these provisions apply, the starting rent on the grant of the renewal lease cannot be calculated on an upwards only basis and any rent review in the renewal lease cannot operate on an upwards only basis.

Comment

Development

Partner and co-Head of Development James Needham comments “when negotiating pre-lets, developers have to anticipate what an investor will be looking for when the asset comes to market for sale/funding. Until the investment market has reached a consensus on this, developers will need to judge what is likely to be acceptable, but the MHCLG guidance is helpful in confirming that a legitimate increase in one reference amount is not undermined by a fall in others. For now, we are likely to see the continuation of an existing trend – the decline of open market reviews in favour of the greater simplicity and certainty offered by indexation and fixed percentage increases.”

Investment

Partner and co-head of Investment, Kate McCall says “The MHCLG guidance is likely to be cautiously welcomed by investors as a pragmatic softening of the intended ban on upwards only rent reviews. It signals that policymakers recognise the importance of allowing leases to continue delivering rental growth through legitimate index linked or turnover based mechanisms, even where open market rents fall. While material uncertainty remains around collars, caps and the timing of implementation, the guidance suggests a clear awareness of one of the investment market’s principal concerns: preserving income certainty. In practice, this is likely to further accelerate the shift away from open market reviews towards indexation and fixed uplifts, which sit more comfortably with current pricing, funding and valuation discipline”

Corporate occupier

Partner in Real Estate Litigation , Elinor Sandbach comments “The proposed ban on upwards only rent reviews is a positive step for occupiers, offering the prospect of rents that better reflect market conditions rather than being locked into perpetual upward movement. That said, tenants should be cautious about assuming a dramatic shift in balance. Index linked and turnover based mechanisms may still protect landlords from downside risk, and potential rent review collars could further blunt the practical impact of the ban. Ultimately, while the direction of travel favours tenants, the real benefit will depend on careful lease structuring and early strategic advice to ensure the legislation delivers meaningful flexibility in practice.”

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Creating a contractual control register

Wed, 11 Mar 2026 00:00:00 GMT

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Article | 5 min read

Creating a contractual control register

A new era of transparency for land deals

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A new statutory register for contractual control agreements is set to be introduced. With the regulations due to take effect in April 2027 – and capturing agreements exchanged well before then – developers, promoters and investors need to prepare now. The shift promises greater transparency, but also potential for sharper competition and higher stakes for those securing sites.

Published: 11 March 2026
Authors: Michael Callaghan

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What is happening?

The Levelling-up and Regeneration Act 2023 contains provisions to permit the creation of a register of contractual control agreements – agreements that give third parties control over the use and development of land. The register will be used by local authorities, communities and smaller developers to see who is controlling potential development land in their local areas.

The regulations to implement the register have been laid before parliament. They will come into force on 6 April 2027 (one year later than originally intended).

What do I need to do?

The property industry needs to start preparing now for the introduction of the new register. Although the regulations do not come into force until 6 April 2027, any agreements exchanged between the date that the regulations are made and the date that they come into force will become registrable. We do not know the date when the regulations will be made but the government has indicated that it will be in the first half of 2026.

What will require registration?

Agreements that will require registration are those relating to registered land that will last for more than 18 months, taking into account any right to extend the period that the rights under the agreement could be exercised.

Registration is required only if the rights under the agreement are held by a person that is an undertaking, charity or similar organisation or is exercising a public function.

Option agreements, conditional contracts, pre-emption rights, promotion agreements or any other contracts that allow a third party to direct a landowner to dispose of land to another person will be registrable.

Registration is mandatory if the agreement is entered into with the owner of the land. Registration is also required if an agreement is entered into with a person who is not the landowner if you want to enter a notice or restriction in relation to the agreement on the landowner’s registered title.

Are any agreements exempt from registration?

Agreements relating to leases for a term of less than 15 years are outside the scope of the regulations.

Agreements made for the purpose of national security or defence are specifically excluded from registration as are rights in an agreement necessary or incidental to security for a loan or financial instrument or security for deferred consideration or overage.

Agreements exclusively held for purposes that do not relate to future development resulting in the provision of one or more dwelling-houses or a building where the floorspace created by the development is 100 square metres or more are excluded from registration.

Finally, rights in a section 106 Agreement that relate exclusively to the provision of infrastructure, amenities or services in connection with a grant of planning permission are excluded from registration.

Who will apply for registration?

A conveyancer acting for the party acquiring rights under an agreement will be required to register the agreement via an on-line portal maintained by the Land Registry. Registration by other persons is not permitted.

Registration must be made within 60 days of the exchange of the agreement. For those agreements exchanged during the period from the date that the regulations are made to the date that the regulations come into force, registration must be made by 6 October 2027.

It will be important for parties to maintain details of any new agreements exchanged once the regulations are made so that their registration is not overlooked when the regulations come into force.

What details will be required for registration?

The registration process requires details of the type of agreement entered into, the names, registration numbers and type of organisation of the parties to the agreement (including the date and place of birth of any individuals), the date the agreement was entered into, the start date of the agreement, the end date, rights to extend or terminate the agreement, the address and extent of the property subject to the agreement and title numbers of the land.

How will the requirement to register be enforced?

An agreement will need to be added to the new register before it can be protected at HM Land Registry by an agreed or unilateral notice or before any restrictions on the landowner making dispositions of the property are added to the registered title.

Under the Levelling-up and Regeneration Act 2023, it is a criminal offence not to comply with the regulations that require the registration of contractual control agreements. It is also an offence to provide misleading or false information in relation to the agreement if this is done knowingly or recklessly.

Are there any other registration requirements?

In addition to registering the creation of agreements, it will also be necessary to register any assignment of the rights under an agreement or any variation of the terms of an agreement if the variation affects any of the terms included on the register. These registration requirements will include the assignment or variation of an agreement that did not have to be registered under the regulations when it was exchanged.

Where an agreement has been included on the register, notice must be given of the determination, expiry or exercise of the rights under the agreement.

What information will be disclosed?

From 6 April 2028, the Land Registry will provide monthly datasets showing the information held on the register (excluding the date and place of birth of individuals).

What will the impact be?

Developers will need to be prepared for greater transparency in relation to their development proposals.

Greater transparency will undoubtedly result in earlier engagement between developers and communities about proposed developments. However, with greater transparency, there is a risk that those opposed to development will have more time to prepare objections during the planning process or take other actions to frustrate the development, potentially slowing development or making it more costly.

There is also a risk that transparency will drive up land prices. An adjoining landowner who knows that part of their land may be required for a proposed development may be forearmed and potentially inflate the price that they ask for their land, or the rights required over it, to enable the development proposals to proceed. Site assembly might become more costly as a result.

Finally, smaller developers may be wary of the requirement to register contractual control agreements. If they have secured a development site and details appear on the register, that information will be available to larger, better resourced developers, with the risk that they may then seek to promote alternative schemes taking advantage of the opportunity that the smaller developer has identified. Developers may be more reluctant to waste time and money on development schemes if other developers are then able to take unfair advantage of the development opportunities that have identified.

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Scottish Building Safety Levy and what it means for residential development

Wed, 18 Feb 2026 00:00:00 GMT

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ARTICLE | 5 min read

Scottish Building Safety Levy

What it means for residential development

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From 1 April 2028 the Scottish Building Safety Levy (the Levy) will be charged on completion of new residential units in Scotland.

The Levy is part of the Scottish Government’s Cladding Remediation Programme and proceeds must be used to remediate unsafe external wall cladding systems.

Published: 18 February 2026
Last updated: 24 March 2026
Author: Lewis Ritchie

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The legislation creating the Levy - the Building Safety Levy (Scotland) Bill (the Bill) – was passed by the Scottish Parliament on 17 March 2026. More detail (including levy rates, penalties, reliefs) will be set out in secondary legislation however the key points to note at this stage are:

this is the Scottish equivalent of the levy which will apply to developments in England from 1 October 2026.
there are no transitional arrangements meaning that residential units in progress - but not complete - before 1 April 2008 will be subject to the Levy
the Scottish Government has committed to publishing indicative rates in June 2026 to give developers some certainty around their levy liabilities
there are some exemptions: for affordable and social housing and new residential units constructed on Scottish islands
Build-to-rent (BTR) and purpose-built-student accommodation (PBSA) properties are specifically included. However, in response to industry concerns about the Levy’s impact on cash-flow for such developments (where all/a number of units are completed and will trigger a charge at the same time), the government has indicated that it will explore temporary payment flexibilities for BTR and PBSA developments in the first few years of the Levy
secondary legislation will provide for reliefs: including 50% relief for developments on brownfield land and we expect, from what the government has said, first-time buyer relief. Additionally, the government intends to consider relief for conversions including listed buildings
on a practical level, the Levy will be collected by Revenue Scotland (compared with local authority collection for developments in England)
the Bill as passed is available here and more detail is set out below.

Liability

The person liable to pay the Levy is the building owner at the time of either:

submission of a completion certificate to the verifier, or
application for the grant of temporary occupation.

This shifts the financial burden from homeowners to residential developers, making it an additional cost to factor into new residential projects. While this aligns with broader policy objectives, it does introduce a new viability consideration for developers.

When will the Levy be due and how will it be calculated?

The Levy becomes due when a completion certificate is accepted or temporary occupation permission is granted. The Bill provides for payments to be calculated in the accounting periods for a financial year - ending on 31 March unless otherwise set by Scottish Ministers - and to take into account the developer’s annual levy-free allowance of 29 units and applicable reliefs.

The Levy will be calculated using the floorspace of the unit (measured in square metres) and applying the relevant Levy rate (when known) to the floorspace area.

During the consultation process, several methods for calculation were proposed, including using a percentage of the market value of the property and implementing a flat rate levy. While a flat rate would have offered certainty, it may have been counterproductive by potentially deterring the development of smaller, more affordable homes.

Properties included

The Levy applies to new units that are used or are "intended to be used as a dwelling or other accommodation". Of note is that the Bill specifically includes residential accommodation for students and for occupation by tenants. Hotels are not included.

Exemptions

To ensure that that Levy does not exacerbate the challenges to disadvantaged housing sectors, not all residential development will be subject to the Levy including:

Affordable housing: Consistent with its commitment to building 110,000 affordable homes by 2032, housing delivered through the Scottish Government’s affordable housing supply programme will be exempt from the Levy
Social housing: Housing to be let under a secure tenancy by any party such as a local authority, registered social landlord or private developer will also be exempt and
units constructed on Scottish islands.

Reliefs

Secondary legislation will provide for reliefs: including 50% relief for developments on brownfield land and we expect, from what the government has said, first-time buyer relief. Additionally, the government intends to consider relief for conversions including listed buildings.

Penalties

Penalties will apply: for failure to make a return, pay the Levy and failure to register for the Levy. Enforcement is not expected to go so far as to withhold or reject a completion certificate because of non-compliance.

For how long will the Levy apply?

The Levy will apply to new units completed from and including 1 April 2028. Despite concerns raised during the legislative process there is no fixed end date for the Levy – instead the Scottish Ministers are obliged to report every three years on how the proceeds of the Levy have been used and on the work funded by it.

Looking ahead

Indicative rates will be published in June 2026 and we are expecting a consultation on secondary legislation later this year. Please do get in touch if you would like more information in the meantime.

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Shoosmiths appoints new co-heads of real estate development and living

Thu, 18 Dec 2025 00:00:00 GMT

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Press release | 2 MIN READ

Shoosmiths appoints new co-heads of real estate development & living

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Shoosmiths has appointed two new co-heads to its real estate development and living practices – strengthening its leadership across key markets.

Published: 18 December 2025

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Choisanne Man has been appointed as co-head of development, working alongside James Needham.

Choisanne brings extensive experience advising on residential, commercial, and mixed-use schemes and will continue driving growth in the firm’s development practice, which supports clients including HBD, O&H, CBRE, Far East Consortium, Invesco and City & Provincial Properties.

William Seymour takes on the role of co-head of living, partnering with Judy Fawcett. Together, they’ll lead Shoosmiths’ national strategy across the living sector.

William’s focus will include housebuilding and strategic land, working closely with sub-sector leads Peter Marsden and Thomas Hall, while Judy continues to lead on build to rent, purpose-built student accommodation, later living and healthcare alongside Barry McKeown, Sheelagh Cooley, Andrew Pattinson, Edell Asquez, and Melissa Barker - areas where Shoosmiths has developed a truly market-leading reputation for supporting institutional developers, operators, investors, and funders.

Jason Jackson, Partner and Head of Real Estate Clients and Markets said: “Both Choisanne and William bring proven expertise and trusted relationships to these roles. Their leadership strengthens our ability to deliver for clients and grow across key markets.”

James Needham, Partner and Co-head of Development added: "Choisanne has been a pivotal part of our development team for some time, shaping our strategy and driving some of the new business opportunities we’ve secured over the past year. Her commerciality and holistic understanding of residential, commercial, and mixed-use development markets will help us build on the transformative work already underway and take it to the next level."

Judy Fawcett, Partner and Co-head of Living added: "2025 has been a landmark year for the living team - one where we were named Residential Legal Team of the Year at the Property Week RESI Awards. It’s also been a year of facing challenges head-on, including market viability issues, to help clients deliver standout mandates, from £1bn regeneration schemes to major portfolio deals, including the recent sale of a 610-home single-family housing portfolio. We’re taking this momentum forward, with William set to work with our team on cementing Shoosmiths’ position as the market leader in the residential sector."

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Retail real estate in 2026: It is back - but not as we knew it

Mon, 15 Dec 2025 00:00:00 GMT

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Article | 12 min read

Retail real estate in 2026: It is back - but not as we knew it

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“Retail is back.” That was the opening line from more than one panel at MAPIC in Cannes last month, followed by “retail is no longer a bad word” among real estate professionals.

Published 15 December 2025

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A year or two ago, these statements would have sounded brave. After a decade of structural change, pandemic disruption and a crippling cost-of-living crisis, retail real estate has had its fair share of challenges as it finds its footing again as part of the commercial property sector.

What came through at MAPIC 2025, however, is that the narrative is shifting. This is not a simple recovery story, but rather a process of evolution and transformation.

Retail real estate is being re-imagined as a platform: a network of physical spaces that connect brands, data and people in new ways.

For retail corporate occupiers, particularly in the UK, the task in 2026 is not to go back to how things were, but to understand this new model and use it to their advantage.

Credible, investable, strategic

The first change impacting retail real estate is confidence. Across Europe, retail real estate investment rose 26% year-on-year in Q1 2025, outpacing the 6% growth in all-property volumes. In the UK, Colliers’ analysis shows this trend continuing into Q2, with investment volumes in the retail sector rising to £2.2bn - 8% above the five-year quarterly average.

That confidence is being expressed selectively. Prime high streets, destination shopping centres and well-located retail parks are seeing renewed demand and improving performance, while weaker locations remain under pressure. Knight Frank data highlights vacancy in UK retail parks at a lean 6.8%, with shopping centres and the high street still in the mid-teens and a widening gap between the best assets and the rest.

This bifurcation mirrors what was said in Cannes. The mood music of retailers has changed; profitability is improving, and repriced rents have reset affordability. But occupiers are disciplined in their approach. Presence in the right place carries more value than ever.

Platform operator

The language at MAPIC showed just how far the sector has moved.

There were observations such as a shopping centre manager being “more like a creative director”, or owners talking about their schemes as “platforms of content”, more Netflix than bricks and mortar. These are just a few examples of how the retail experience now hinges on orchestrating a mix of brands, experiences and events that make people want to be there.

For corporate occupiers, that shift matters. A store in a successful shopping centre, high street or retail park is no longer just a space with a lease attached; it is a slot in a curated platform. The value of that slot is a combination of catchment, co-tenants, digital infrastructure, media exposure and the ability to plug into centre-wide data and marketing.

Where occupiers once primarily focused on rent and incentives, they are now increasingly interested in what the platform around them can deliver: footfall analytics, loyalty schemes, event calendars, social media reach, digital screens and brand activations.

Experiential

If the ‘platform’ model is the new structure for retail real estate, experience is the emotional engine. Again and again during discussions at MAPIC, the same idea appeared: spaces must be “compelling” and “exciting”; shopping centres are “daily placeholders” for consumers’ lives; and the goal is to create “joy, curiosity, excitement and desire” – a human, emotional effect that scrolling on a phone or ordering online cannot replicate.

What is striking is how strongly this resonates with younger shoppers. ICSC’s research on Gen Z shows that 97% of this supposedly “all online” cohort still shop in physical stores, driven by the ability to see and try products, get them immediately and spend time with friends. They are omnichannel, not digital-only, and expect convenience and experience.

You can see the response in the way UK retail schemes are evolving. Food halls, wellness concepts, collectibles, immersive art, sports and athleisure, F&B-led evenings and social-media-driven pop-ups have moved from the periphery of the retail mix to the centre. The shopping centre manager as creative director is not a throwaway line; it is a job description.

For occupiers, this is a clear signal. Whether you are a fashion brand, a health and beauty concept or a big-box retailer, a physical footprint is now part theatre, part showroom, part fulfilment node. The question is less “how many stores do we have?” and more “what does it feel like to be in one of our stores – and what does that do for our brand and our numbers?”

Selectivity and the pull of global locations

The earlier question raises an important point with regards to selectivity. The days of blanket roll-outs are clearly over. Instead, occupiers are channelling capital into a smaller number of high-impact locations, with many making the case for global and gateway cities at MAPIC.

A flagship store is as much a media and brand asset as a place of transaction. It reaches tourists, workers and residents, while appearing in social content or anchoring the brand in a location’s mental map. For occupiers, this means that expansions need to be more surgical than ever, with concept, size and positioning tailored to each city, town or even street.

Retail parks as the new core

As charted in much analysis over recent years, retail parks continue to perform strongly and are carving out a new core in the retail real estate landscape.

Knight Frank reports that retail park vacancy in the UK has been cut to under 7%, with CBRE’s European review also singling out retail parks as a standout segment expected to continue outperforming on rental growth.

There are a range of reasons behind this trend. Retail parks tend to be accessible by car, offer large, flexible units that lend themselves to click-and-collect and fulfilment, often hosting resilient categories such as grocery, discount, home improvement and bulky goods.

For consumers managing tighter budgets and busier lives, they are convenient “one trip, many tasks” destinations. While not suitable for all types of retail occupiers, this out-of-town format represents a strategic pillar. A 2026 property portfolio could well blend high-impact urban flagships with a strategic network of retail park locations that help to boost sales volume, supporting convenience and omnichannel operations.

Data is the currency, AI is the bank

Underpinning the shift in how space is used is a quieter revolution in how it is understood.

AI has moved from buzzword to key infrastructure. SAP Emarsys’ 2025 survey suggests that 92% of retail marketers now use AI in some form, and nearly two-thirds are increasing their investments to boost engagement. A UK-specific cut of the research shows a similar picture, with 87% of UK marketers deploying AI and the majority planning to spend more on it.

These technological developments are reshaping the retail real estate experience, providing innovative approaches for sales forecasting, computer vision for footfall and demographic analysis, clustering customers into behavioural segments, and “agentic AI” that combines large language models with protected datasets to support decision-making.

For UK occupiers, this has three immediate implications.

First, site selection and portfolio strategy will increasingly be data-driven, combining internal sales and loyalty data with external information on catchments, footfall, competition and transport. Second, the in-store experience will be informed by AI-enabled insight into how people move, what they buy, where friction arises and how to ease it. And third, the conversation with landlords could widen to include data-sharing, performance-linked rents, advertising and media value, and the management of both tenant mix and consumer mix.

Joined-up journey

This deeper understanding extends into a richer view of the consumer journey, specifically: what happens before the visit, what happens during, and what happens after.

Before the visit, the new battleground is social and digital. Algorithms on Instagram, TikTok and other platforms now play a central role in deciding which centres, brands and experiences appear in front of potential visitors. During the visit, AI and data could be used to reduce friction – directing people to the right offers or events, smoothing wayfinding, and using real-time information to adjust staffing and promotions. After the visit, loyalty programmes and personalised rewards could convert occasional visitors into regulars.

For occupiers, this expanded view requires a mindset change. Stores are one chapter in a longer journey that starts on a screen and may end on one too. The strategic question becomes how well the physical presence is integrated into the omnichannel system that surrounds it, and whether that integration can justify the rent for a certain location.

Opportunity in a cautious macro climate

All of these changes are happening against an economic backdrop that is still, at best, cautiously optimistic. The UK has avoided a deep recession up to this point, and shop price inflation has cooled, with the BRC reporting that annual shop price inflation slowed to 0.6% in November 2025, helped by early and aggressive Black Friday discounting.

But the underlying demand picture remains fragile. BRC-KPMG data shows that total retail sales in October 2025 grew just 1.6% year-on-year, the weakest since May and below the twelve-month average, as consumers held back discretionary spending.

UK consumers are still cautious, still value-seeking and still sensitive to fiscal headlines. Energy costs, wage bills, business rates and new tax measures introduced in the latest Budget will weigh on retailers and households, with the BRC warning that rising regulatory and tax burdens could push prices higher again in 2026, just as confidence needs nurturing.

For retail corporate occupiers, this is the argument for discipline. It could mean leaning into structural strengths: resilient categories, quality spaces, formats that support omnichannel, and partnerships with landlords creating standout platform locations and experiences.

What this means for UK retail corporate occupiers in 2026

Taken together, the picture that emerges is not a simple “retail bounce-back”, but a sector evolving into a more complex, more data-intensive, more experience-driven ecosystem.

For occupiers entering 2026, this could mean making harder choices about which locations really matter; accepting that a single well-executed space, plugged into a strong online and social presence, may be worth more than a dozen marginal units; and recognising that retail parks and out-of-town schemes now play a critical role in an omnichannel network.

It will also mean investing in the less visible foundations that support this shift: data capability, AI-enabled analytics, loyalty infrastructure, and teams who can interpret what the numbers are saying. The mantra from Cannes – that “data is the currency of the future” – is a useful one. It places responsibility squarely on occupiers and their advisors to use the tools available to them, rather than treating technology as something done to them by others.

Finally, it will require closer, more collaborative relationships with landlords. If the shopping centre manager is now a creative director, then occupiers are the cast and co-producer. Those who bring compelling concepts, understand their consumers, use data intelligently and lean into the idea of retail as platform will find success.

Yes, retail is back. But it is back in a different guise: more selective, more experiential, more analytical and, in some ways, more demanding.

For UK corporate occupiers willing to match that evolution, 2026 offers genuine opportunity, even in a cautious economy. The challenge now is to take these new insights and the realities of the UK retail market, and turn them into strategies that work on the ground.

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Shoosmiths leads on real estate matters for PRS REIT’s £1.1bn sale

Fri, 12 Dec 2025 00:00:00 GMT

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Press release | 2 MIN READ

Shoosmiths leads on real estate matters for PRS REIT’s £1.1bn sale

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Shoosmiths’ living sector experts have advised The PRS REIT plc on the real estate aspects of its sale of The PRS REIT Holding Company Ltd (PRS HoldCo) to UK Housing Platform Bidco Ltd.

Published: 12 December 2025

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The £1.1bn transaction, which completed on 9 December 2025 following shareholder approvals, marks the conclusion of PRS REIT’s strategic review.

Shoosmiths led on the real estate aspects of the transaction, handling extensive due diligence, managing the property data room, and providing strategic guidance on property warranties within the SPA, as well as robust input into disclosures. Following completion, PRS REIT is now pursuing a members’ voluntary liquidation and a return of capital to shareholders.

PRS HoldCo holds the entirety of PRS REIT’s property assets – one of the UK’s largest single‑family build to rent (BTR) platforms, comprising c.5,478 purpose-built rental homes across 70+ sites. The sale represents a transaction of significant scale for the UK single‑family BTR market in 2025.

Shoosmiths’ deal team was led by real estate partner and investment expert Lyndsey O’Connor, supported by principal associate, Gillian Watson, senior associate Rachel Munro and trainee solicitor Lara Swanepoel.

Lyndsey O’Connor, real estate partner at Shoosmiths, said:

“Shoosmiths is proud to have helped complete what is a milestone transaction for the PRS REIT and the UK’s wider build to rent sector. It follows both a long-term firm and personal client relationship, after acting for the company since 2017 and advising on over 70 site acquisitions and other key deals as it scaled to become one of the UK’s leading single‑family BTR platforms.

“The sale underscores the maturity and institutional appeal of single‑family rental and the role long‑term partnerships play in delivering outcomes at this level. It also shows that Shoosmiths real estate is the trusted advisor in the build to rent sector, with our experts advising on major single-asset and portfolio transactions, as well as the delivery of investment and development platforms in 2025.”

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Shoosmiths strengthens real estate offering with Partner hire in London

Mon, 24 Nov 2025 00:00:00 GMT

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Press release | 2 MIN READ

Shoosmiths strengthens real estate offering with London Partner hire

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Shoosmiths is pleased to announce the appointment of Jasvinder Sahotay as Partner in London’s Commercial Real Estate team.

Published: 24 November 2025

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Jasvinder joins from Steptoe International (UK), bringing extensive experience in advising on major domestic and cross-border commercial real estate transactions. His broad and sophisticated practice spans significant acquisitions and disposals, complex development projects, and high-value joint venture arrangements.

A substantial part of Jasvinder’s work centres on operational real estate, where he has developed deep expertise in both the senior living and data centre sectors. He supports clients in navigating the complex regulatory, operational, and contractual challenges that characterise these asset classes. His work includes several high-profile and widely reported developments, advising on major senior living schemes and strategic data centre expansions that have attracted considerable institutional investment. Jasvinder’s recent experience includes advising a senior living operator on multiple major acquisitions and joint venture arrangements, as well as acting for a Fortune 500 multinational company on the real estate aspects of its data centre portfolio.

Shoosmiths Partner and Head of London Real Estate, Liam Phillips, said: “We’re delighted to be welcoming Jasvinder into the Real Estate team. He’s a perfect fit not only for bringing considerable experience within the real estate sector, but also for delivering the high-quality, client-centred service expected at Shoosmiths.

“Jasvinder’s hire is a significant step in our firm’s 2030 strategy, bringing an extraordinary technical ability and commercial approach to real estate transactions – particularly those involving data centre and senior living assets. Both are expected to see a significant expansion, and at Shoosmiths, we expect our practice to be at the heart of this progress.”

Commenting on his appointment, Jasvinder said: “Shoosmiths’ ambitions for growth in both sectors highlighted to me a firm that’s looking to exceed its excellent reputation in the UK commercial real estate market. The firm was already well known to me for its specialist expertise and collaborative ethos, and I look forward to contributing meaningfully to both the culture of the firm and to the growth of its commercial real estate practice.”

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Shoosmiths advises TPG Real Estate and Gatehouse Living Group on sale of single-family portfolio

Mon, 10 Nov 2025 00:00:00 GMT

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Press release | 2 MIN READ

Shoosmiths advises TPG Real Estate & Gatehouse Living Group

On the sale of a single-family portfolio

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Shoosmiths has advised TPG Real Estate and Gatehouse Living Group on the sale of Start Living, a 610-home single-family housing portfolio, to Lloyds Living.

Published: 10 November 2025

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The 275-bed development was acquired by US investor Harbert Management Corporation, with Abodus Student Living appointed as operational partner. Designed by Hoskins Architects, the building blends contemporary architecture, resident amenities, and strong sustainability credentials.

The deal marks the final phase of Chris Stewart Group’s £120m Love Loan regeneration project, which has transformed a key area off George Square. The wider scheme includes an AC Hotel by Marriott, Flight Club, residential, leisure and office spaces, and a newly created pedestrianised lane.

Chris Stewart, CEO at Chris Stewart Group, said:

“Martha Street Apartments demonstrates our commitment to creating vibrant, future-ready urban spaces. This development addresses the demand for high-quality student accommodation in Glasgow and raises the bar for sustainable design and placemaking. Shoosmiths’ support, paired with its deep knowledge of the PBSA sector, was key to the successful completion of this deal.”

Shoosmiths’ real estate partners Lauren Miller and Barry McKeown led on the transaction, advising on all aspects of the disposal – from negotiating the development agreement to comprehensive due diligence. The team also supported on the property management agreement with Abodus Student Living and a grant agreement with Glasgow City Council for public realm funding.

Lauren Miller, real estate partner at Shoosmiths, added:

“This deal is a significant milestone for Glasgow’s city centre and its student accommodation market. Martha Street Apartments is a landmark development and part of a wider regeneration story that we’re thrilled to have helped Chris Stewart Group realise.”

Barry McKeown, head of real estate Scotland at Shoosmiths, commented:

“We were delighted to bring Shoosmiths’ experience in the PBSA market and work collaboratively with all parties to successfully complete one of the largest real estate transactions in Glasgow during the quarter.”

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Plastic wet wipes: A clean break

Fri, 7 Nov 2025 00:00:00 GMT

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Article | 6 min read

Plastic wet wipes: A clean break

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England is set to ban the sale of single-use wet wipes containing plastic. While exemptions apply, the move signals a decisive shift in environmental regulation. Businesses must act now to protect supply chains, avoid penalties, and explore compliant alternatives.

Published 7 November 2025

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What is being prohibited and why?

The Regulations make it an offence, in the course of business, to supply or offer to supply wet wipes (i.e. a non-woven piece of fabric which has been pre-wetted and which is not designed or intended to be re-used) containing plastic to end users.

An end user is anyone other than someone who is then supplying the product to another person for business reasons, or to whom the products are supplied for the purposes of a manufacturing process.

The ban only applies to single-use products, and any reusable wet wipe products containing plastic will not be caught by the ban.

Importantly for manufacturers, and as per this Explanatory Memorandum, the manufacture of wet wipes containing plastic will not be banned. This allows manufacturers in England to continue to export wet wipes containing plastic to countries where their supply and sale is still permitted.

The ban is being proposed in order to reduce unnecessary plastic and microplastic pollution. It is said that the ban will lower the volume of plastic litter and reduce the amount of microplastics entering our waterways. 

Are there any exemptions to the ban?

Several sector-specific exemptions will apply.

Pharmacies: The supply of wet wipes containing plastic by pharmacies to their customers in England (whether supplied at a registered pharmacy or online) is not prohibited provided the pharmacy does not advertise the wet wipes to customers. If they are supplied at a registered pharmacy, the wet wipes must not be visible or accessible to customers, and they must not be offered or provided to a customer unless specifically requested. Displaying the wet wipes for sale on a website or app through which the pharmacy sells products online is not prohibited.

Medical purposes: The ban does not apply to a person supplying the products for use for medical purposes by or under the direction of a healthcare professional. Nor does it apply to a healthcare professional or NHS appliance contractor, provided they are supplying the products for medical purposes.

Businesses and local authorities: If wet wipes containing plastic were supplied to a person who carries on a business, or to a local authority, that supply will also be exempt provided the supply is for the purpose of that business, or local authority. 

What are the penalties for non-compliance with the ban?

The ban will be enforced by local authorities and local trading standards officers, in accordance with future guidance. Breaching the ban will constitute a criminal offence, and will carry a maximum penalty on conviction of an unlimited fine.

There is a due diligence defence available if a defendant can show that it relied on information provided by a third party (this may be the case if, for example, the defendant was supplied with, and then supplied to an end user, wet wipes containing plastic, despite their supplier claiming the wet wipes did not contain plastic).

A regulator may also impose civil sanctions. Not surprisingly, as per this Government response, it is expected that authorities will apply civil sanctions in the first instance. However, a failure to comply with a civil sanction, or repeated breaches, may result in prosecution.

Fixed monetary penalties or compliance notices: if a regulator is satisfied beyond reasonable doubt that a person has committed an offence, a fixed monetary penalty of £200 can be imposed, or a compliance notice issued. A compliance notice sets out steps a person must take (within a specified period) to ensure the offence does not continue or recur.

If a regulator proposes to issue either a fixed monetary penalty or compliance notice, it must issue a notice of intent setting out the grounds for the penalty and/or notice, and providing information on the right for a person to make representations or objections within 28 days. A recipient of a notice of intent can also discharge any liability for payment of a fixed monetary penalty by paying £100.

If a person is served with a notice of intent in relation to a proposed compliance notice, that person may, in response, undertake to act in a way which benefits any third party affected by the offence. A regulator may accept or reject this third party undertaking.

Stop notices: a regulator may decide to serve a stop notice if it reasonably believes a person is carrying on (or anticipates that a person is likely to carry on) an activity that is causing, or presents a significant risk of causing, serious harm to the environment (including animal health), and that activity involves, or is likely to involve, the commission of an offence. A stop notice prohibits a person from carrying on the activity specified in the notice until that person has taken certain steps.

Enforcement undertakings: if a regulator has reasonable grounds to suspect that a person has committed an offence, a regulator can accept a written undertaking given by that person.

Non-compliance penalties: If a person fails to comply with a compliance notice or undertaking, a regulator may serve a notice imposing a monetary penalty in respect of the same offence. That penalty will be a percentage of the costs of fulfilling any remaining requirements in the notice or undertaking.

Regulators also have powers to enter premises without a warrant and take possession of any samples for as long as is necessary. 

What should suppliers of these products do now?

It is unclear when the Regulations will be approved, but when that date comes, businesses selling wet wipes containing plastic to consumers should ensure that any stock can be sold within 18 months.

In anticipation of the ban, businesses should consider their ability to supply to other businesses (rather than consumers), or to export to  countries where the supply and sale of wet wipes containing plastic is still permitted, or to source and sell wet wipes which do not contain plastic.

Businesses should begin to check the termination provisions in any relevant long-term supply contracts. Businesses left with unsold stock after the ban comes into force should consider how to dispose of their remaining inventory, as the products are likely to be viewed as ‘waste” by environmental regulators.

The proposed ban on wet wipes containing plastic is the latest in a series of recent bans on single use products. For our other articles on this topic, see “The Great British Clean-up: a ban on single-use plastics” and “Single-use vapes to be banned across the UK from 1 June 2025: what do you need to know?”.

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Renters’ reform: A turning point for UK housing

Tue, 28 Oct 2025 00:00:00 GMT

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Article | 1 min read

Renters’ reform: A turning point for UK housing

Student landlords face a cliff edge, while professional operators gain ground

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The Renters’ Rights Act marks a seismic shift in England’s private rental sector. By converting all assured shorthold tenancies into rolling periodic agreements, the legislation removes fixed end dates and reshapes landlord-tenant dynamics. But with no confirmed implementation date, uncertainty reigns – especially for student housing providers. While some landlords may exit the market, others will see opportunity in a more transparent, regulated landscape. The winners? Those ready to raise standards and absorb complexity.

Published 28 October 2025

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The Renters’ Rights Act seeks to rebalance landlord-tenant relations across England by converting all assured shorthold tenancies (ASTs) in the PRS – both existing and any granted after the Act comes into force – into assured periodic tenancies. This means that tenancies will no longer have a fixed end date and instead will roll over indefinitely until a valid notice is served by a landlord or tenant.

However, the key message tucked into the government’s press release is that we still do not have a full timetable for implementation of the Act’s provisions – although an “outline” is anticipated in the coming weeks. The current view across the sector is that a six-month implementation period is likely, potentially placing commencement around April 2026.

Uncertainty hits student housing hardest

The landlords most affected by this uncertainty over timing are those with student housing stock. ASTs already granted for the 2025/26 academic year will be caught under the Act, but it is hoped that the coming timetable will give providers a clearer picture before the 2026/27 cohort are signed up. The government rejected proposals to extend the ground for possession beyond houses in multiple occupation (three or more people forming one household), meaning that landlords will not be able to rely on that ground to obtain possession of smaller units of student housing – and may instead favour other PRS tenants.

For other sectors however, the legislation is aimed at discouraging and regulating unscrupulous landlords and giving more transparency and recourse to tenants – creating space for professional, responsible building owners with the ability and capacity to absorb the additional administrative burden, while raising standards across the sector by improving the quality and sustainability of housing stock.

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Shoosmiths advises Chris Stewart Group on nearly £60m sale of Glasgow PBSA scheme

Mon, 27 Oct 2025 00:00:00 GMT

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Press release | 3 MIN READ

Shoosmiths advises Chris Stewart Group on nearly £60m sale of Glasgow

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Shoosmiths has advised Chris Stewart Group on the sale of Martha Street Apartments, a 20-storey purpose-built student accommodation (PBSA) tower in Glasgow city centre, in a deal worth almost £60m.

Published: 27 October 2025

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Shoosmiths advises HGP on JV in latest £145m build to rent deal

Tue, 30 Sep 2025 00:00:00 +0100

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Shoosmiths advises HGP on JV in latest £145m build

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Shoosmiths has supported the Housing Growth Partnership (HGP) on a £145m joint venture with JRL Group to deliver Luton’s first institutional build to rent (BTR) scheme.

Published: 30 September 2025

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Experts from the law firm’s real estate, corporate and construction teams advised HGP on its plans with JRL Group to deliver the Castle Street development. The project will create 414 new homes across three buildings, alongside high-quality resident amenities including a rooftop lounge, co-working spaces, a gym, landscaped roof terraces and shared gardens.

HGP, the Lloyds-backed equity investor, is committing £28m of equity funding alongside JRL’s investment to help deliver the project. Construction is already underway, with completion targeted for December 2027. The scheme will bring professionally managed rental homes to Luton for the first time, supporting the town’s regeneration and boosting its rental market, which currently has no institutional purpose-built BTR in operation.

Colin Bennett, investment director at HGP, said:

“This joint venture with JRL marks an exciting milestone for HGP as we bring the first build to rent homes to Luton – a location with strong fundamentals and no existing institutional BTR stock. Shoosmiths’ support has been key in helping us deliver this new project, and we look forward to continuing our partnership as we unlock further opportunities.”

The deal is the latest joint venture Shoosmiths has supported HGP on, following its role advising on a £150m partnership with PLATFORM_ to deliver a 451-apartment build to rent scheme in Leeds, and a £120m joint venture with Watkin Jones to deliver a 397-bed purpose-built student accommodation scheme in Stratford, East London.

The law firm’s deal team was led by real estate partner Sheelagh Cooley, supported by experts across the firm including: Morgan Trigg and Leah Cairney (corporate), Dan Kennedy (tax), Christine Burrows (construction), Gillian Watson (real estate) and David Mathias (planning).

Sheelagh Cooley, partner and joint head of real estate finance at Shoosmiths, added:

“We’re thrilled to have supported HGP on this joint venture with JRL Group. It’s the latest in a series of transactions Shoosmiths’ real estate team has advised on. This landmark scheme will deliver Luton’s first institutional build to rent homes, meeting the demand for high-quality rental housing. It’s also a clear example of HGP’s commitment to backing ambitious living sector developments across the UK – a vision our team is proud to help realise.”

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Leasehold reform: Clarity or complexity?

Mon, 22 Sep 2025 00:00:00 +0100

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Leasehold reform: Clarity or complexity?

What the 2025 consultation really means

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The Government launched a consultation earlier this summer, seeking views on how to implement the provisions of Part 4 of the Leasehold and Freehold Reform Act 2024 (LAFRA) via secondary legislation.

Published 22 September 2025

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The consultation also seeks views on new proposals for reform, including updates to the major works regime under the Landlord and Tenant Act 1985 (the 1985 Act). Whilst no consultation has yet been released on the implementation of Part 5 of LAFRA, it contains a similar duty to consult freehold homeowners subject to estate charges and so it seems likely that the responses to this consultation will inform the government’s thinking for the next stage.

Part 4: Regulation of Leasehold

Part 4 focusses on the regulation of leasehold management primarily regarding service charges and seeks to overhaul the existing provisions in the Landlord and Tenant Act 1985 (LTA 1985). It is proposed that:

section 20B notices (18-month rule notices) are in a prescribed form
service charge demands are in a prescribed form
information that leaseholders previously had a right to request (pursuant to sections 21 and 22 of the LTA 1985 Act) must now be provided as a matter of course

Failure to comply with these provisions will give leaseholders rights to apply to the First Tier Tribunal (FTT) to enforce compliance, and damages of up to £5000 may be awarded against landlords. Part 4 also seeks to curtail the costs a landlord can recover from leaseholders as part of FTT proceedings and recovery will not be as of right even where a lease permits recovery.

The second section of this consultation considers raising the consultation threshold under the 1985 Act for qualifying works to £600 per leaseholder (currently £250 per leaseholder), and for qualifying long term agreements to £300 per leaseholder (currently £100 per leaseholder).

Part 4 seeks to assist leaseholders in their understanding of leasehold management, perhaps as a precursor to the eventual transition towards a full commonhold regime. The consultation on Part 4 of LAFRA notes that “opaque and affordable service charges” are the single biggest subject of enquiry among those seeking advice and support from the Leasehold Advisory Service. The government is therefore hopeful that simplification and standardisation will help leaseholders better understand and challenge costs leading to better understanding of the system more generally.

One interesting proposal is taken from the Report of Lord Best in 2019 and pushes for a move towards mandatory professional qualifications (and associated CPD) being introduced for managing agents, both at individual and firm level.

For landlords, this additional regulation comes at a time when they (and their agents) may already be navigating the provisions of the Building Safety Act 2022, preparing for the Renters Rights Bill becoming law this Autumn, and ensuring their properties stay compliant with statutory requirements such as MEEs or HMO licencing.

What matters next

For housebuilders, perhaps the more interesting and relevant part of LAFRA is Part 5 which will limit recovery of estate management charges. As yet, there is no timetable for this Part being brought into force, but we anticipate that responses to this consultation will shape likely next steps and therefore housebuilders may well want to consider responding to the consultation.

Part 5: Regulation of Estate Management

Part 5 seeks to create similar protections for freeholders who are obligated to contribute towards the costs of maintaining common areas as are afforded to leaseholders pursuant to the LTA 1985. Although the Leasehold Reform (Ground Rent) Act 2022 has already banned ground rents on most new long residential leases, government remains concerned over the lack of regulation of estate management charges.

The provisions of Part 5 will require estate managers to issue annual accounts and reports in a prescribed format, supported by documentation such as invoices and receipts, as well as giving homeowners on managed estates enhanced rights to request information and challenge charges – mirroring the rights of leaseholders to challenge the reasonableness of service charge.

Part 5 also contains an obligation on estate managers to consult homeowners where costs will exceed an appropriate prescribed amount – similar to the consultation requirements required under s.20 of the LTA 1985.

Next steps

The Part 4 consultation is open for 12 weeks and closes on 26 September 2025. As always, it is important to remember that this is (as yet) only a consultation, and therefore not all of its proposals will make it into law.

It is however likely that whatever the outcome of the consultation, the winners will be those professional and proactive landlords (for example, of PBSA and BTR stock) who will be better placed to absorb the additional administrative burden.

Once the response from the Part 4 consultation is published, others involved in the living sector, such as housebuilders may find it particularly interesting to observe the overall direction being taken by government, as the changes introduced at this stage could influence how subsequent parts of the Act are put into effect.

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Shoosmiths enables strategic land regeneration

Fri, 22 Aug 2025 00:00:00 +0100

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Shoosmiths enables strategic land regeneration

Partnering with charities, schools, and sports clubs to unlock value from underutilised sites

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Shoosmiths is advising on a series of regeneration projects across the North West of England that will transform disused playing fields into new communities.

Published 22 August 2025

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Working in close partnership with Sophia Fleming Consulting – which assists on site assessment, community consultation and planning applications – and land agents Roger Hannah, Shoosmiths is supporting schools and charities across the North West region to unlock the potential of their underutilised land.

The aim is to reinvigorate these sites by delivering much-needed new housing and community infrastructure, while retaining and enhancing local sports provision.

The first project Shoosmiths advised on involved Kellen Homes, in partnership with Greater Manchester Youth Federation (GMYF), Great Places Housing Group, Sigma Capital Group and Centrepoint, to redevelop the former Mellands playing fields in Gorton, Manchester.

The 22-acre site, previously disused and subject to vandalism, has secured full planning permission for 267 semi-detached homes – of which 60 will be affordable – and 36 apartments reserved for young people aged 18–25 who are leaving the care system and at risk of homelessness. These homes will be managed by Centrepoint as part of their independent living programme – one of the charity’s first new build schemes in the North West.

The planning process involved close engagement with Sport England and Manchester Active, which assesses proposals under its Playing Fields Policy to ensure sports provision is not lost or compromised.

Sophia Fleming, director at Sophia Fleming Consulting, said:

"Having worked both for housebuilders as a Land Director and Chair at an independent school, I understand the financial pressures schools and charities face – which have only increased since the introduction of VAT on private school fees – whilst also recognising the untapped potential of underused land. These projects aren’t about removing green space – they’re about transforming neglected sites into vibrant communities that still retain meaningful sports provision. We’ve worked constructively with Sport England and Local Authority sports and leisure officers throughout, and their input has helped shape proposals that deliver real community value. As planning policy evolves, this collaboration is key."

Extensive community consultation played a key role in shaping the proposals for the Gorton site. The application includes two full-size FA-standard football pitches and a 10,000 sq. ft sports and community hub, to be operated by GMYF. The centre will serve as a hub for community groups and youth-focused programming.

Shoosmiths provided strategic planning advice for the project, including viability assessments, infrastructure and planning agreements, and negotiating Section 106 agreements to secure consent. The firm also advised on the land disposal to Kellen Homes, providing specialist guidance on charity law and tax matters.

Building on this, Shoosmiths is now advising on similar projects in Chorlton, Stockport and Wirral in partnership with Sophia Fleming and Tom Shepherd of Roger Hannah. Clients include charities, academy trusts, independent schools and sports clubs.

Acting on behalf of an academy trust and working alongside Roger Hannah’s wider development advisory business, the group recently secured Secretary of State approval for the sale of redundant playing fields for a residential-led development scheme of around 100 homes – a complex process that took over 18 months. This major success will allow the academy trust to invest the proceeds in providing professional standard sports facilities for their students and wider community.

Shoosmiths’ project team is led by real estate partner Andrew Pattinson, with key support from legal director Will Sanderson and principal associate Jonathan Smith.

Andrew Pattinson, real estate partner at Shoosmiths, said:

"With the pressure to deliver new housing greater than ever, it’s essential that we find ways to bring forward land that can meet this need – without losing sight of wider community priorities. These projects show that it’s possible to unlock disused sites, often in significant disrepair, to deliver high-quality homes while also enhancing local infrastructure, supporting social value, and aligning with planning policy."

Tom Shepherd, director at Roger Hannah, added:

"As a highly experienced professional team, we are able to support trustees, governors and management in identifying opportunities to release significant value from existing land holdings. We sit alongside our clients from the outset and help them navigate complex development processes – from identifying and securing the right developer or housebuilder partner through to realisation of cash receipts.

"Charities, schools, sports and golf clubs face significant pressures to provide state of the art facilities. But given on-going budgetary challenges, this is often impossible without a significant cash receipt. We can support our clients in achieving this."

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Shoosmiths supports charities, schools and sports clubs on regeneration of underutilised land

Fri, 22 Aug 2025 00:00:00 +0100

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Shoosmiths supports charities, schools & sports

on regeneration of underutilised land

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Shoosmiths is advising on a series of regeneration projects across the North West of England that will transform disused playing fields into new communities.

Published: 22 August 2025

Author: Emily Watts

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Technology M&A: fit over scale in 2025

Thu, 21 Aug 2025 00:00:00 +0100

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Technology M&A: fit over scale in 2025

AI, infrastructure, and strategic value

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Tech M&A is undergoing a strategic reset. In 2025, dealmakers are prioritising fit over scale, with mid-market transactions, AI-native businesses, and infrastructure software leading the charge. As interest rates ease and portfolios realign, investors must act early, think long-term, and target assets that drive innovation and resilience. Shoosmiths explores the trends shaping the next wave of tech M&A.

Published 21 August 2025

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The technology sector remains one of the most active and strategically important areas for global mergers and acquisitions.

As we move through the second half of 2025, dealmakers are navigating a complex environment shaped by AI innovation, macroeconomic uncertainty, and shifting geopolitical dynamics. This article explores the key trends influencing tech M&A today, their implications for acquirers, and what the landscape may look like in 2026.

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Current market trends – advancements shaping the industry today

Mid-market deals take centre stage - One of the most notable shifts in tech M&A is the pivot away from large-cap, high-risk acquisitions toward mid-market transactions. These deals typically involve companies with stable cash flows, strong customer retention, and scalable business models. While the overall number of deals has increased, the total deal value has declined, reflecting a more cautious and selective approach by acquirers. This trend is driven by both strategic buyers and private equity firms seeking lower-risk opportunities with clearer paths to integration and return on investment.

Surging demand for AI-native and infrastructure software - Artificial intelligence continues to dominate the tech investment narrative. Companies that are AI-native (meaning their products or services are built around AI capabilities) are commanding premium valuations. Infrastructure software, including cloud platforms, developer tools, and vertical SaaS solutions tailored to specific industries, is also in high demand. These businesses offer recurring revenue models and are often deeply embedded in their customers’ operations, making them attractive acquisition targets. We are witnessing an AI capex surge, with over $1 billion per day being invested in AI-related infrastructure, research and development, and strategic acquisitions; this surge is not only about expanding capabilities but also about securing control over critical components of AI (including semiconductors and data centres).

Interest rate sensitivity and financing dynamics - The macroeconomic environment remains a critical factor in deal-making. With expectations of interest rate cuts and regulatory easing, buyers (particularly those reliant on debt financing) are re-entering the market. Lower borrowing costs could unlock more deals. However, uncertainty around financing continues to influence the timing and structure of transactions.

Portfolio realignment and strategic divestitures - Many tech companies are actively restructuring their portfolios to focus on core growth areas such as AI, cloud computing, and data infrastructure. This has led to a wave of divestitures, particularly in telecoms and media, where legacy assets are being spun off or sold. These moves are creating opportunities for investors to acquire undervalued assets with turnaround potential.

Strategic vs. financial buyers - Strategic acquirers are increasingly focused on long-term synergies, integration potential, and operational fit. In contrast, private equity firms are targeting high-growth segments like AI infrastructure, often employing roll-up strategies to build scale. Understanding the motivations and criteria of different buyer types is essential for anticipating deal flow and exit opportunities.

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Implications for tech investors

Strategic fit over scale - The evolving tech M&A landscape presents both challenges and opportunities for investors. The shift toward smaller, more strategic deals means that identifying high-quality targets is more important than ever. Investors should prioritise companies with strong fundamentals, drive innovation, and clear paths to profitability.

AI as a strategic driver - AI-native companies are no longer niche but remain a core driver of deal strategy. Whilst these are particularly attractive, they often come with elevated valuations. For those with a longer investment horizon, these businesses offer significant upside potential.

Timing is critical - anticipated improved financing conditions (including the reduction of interest rates) could lead to valuation uplifts, meaning investors could face higher competition, making early entry advantageous; early engagement with targets and proactive capital planning will be key.

Divestitures as a source of value - Portfolio restructuring across the tech industry is creating opportunities to invest in divested assets that may be undervalued but strategically important. Equally, corporate spin-offs and divestitures are creating a rich pipeline of acquisition opportunities; these assets often come with established customer bases and proven technology but may require operational improvement or strategic repositioning.

Geopolitical influence – Geopolitics and supply chain considerations are increasingly influencing M&A strategy and investors should monitor cross-border transactions and onshoring trends, especially in sectors like semiconductors and AI hardware.

Exit strategy - Understanding the exit landscape is key; strategic buyers may offer premium valuations for companies that fit well within their ecosystems, while private equity firms may pursue operational improvements and scale through consolidation.

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Most promising tech Sectors for investment

As ever in recent predictions, AI and machine learning continues to have high-impact across industries, with focus on generative AI and infrastructure. Cybersecurity is set for continued growth, driven by evolving threats and demand for advanced security solutions. We envisage that clean energy and storage will continue to expand due to increasing pressure on climate goals and energy security. Another hot sector on radars is advanced manufacturing and robotics, with automation and smart factories looking to address labour shortages and supply chain needs.

As we look ahead, staying abreast of the latest technology trends is crucial for businesses aiming to remain competitive and innovative. By understanding and leveraging these advancements, companies can position themselves for sustained growth and success in an ever-evolving M&A market.

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What to expect in 2026

For M&A professionals, 2025 is a year of strategic recalibration. The focus is shifting from scale to fit, from speculative innovation to infrastructure, and from reactive dealmaking to proactive portfolio shaping. As we approach 2026, those who align their acquisition strategies with long-term technological and geopolitical trends will be best positioned to create value and drive transformation.

Looking ahead, several trends are expected to shape the tech M&A landscape in 2026:

Return of larger strategic transactions - As interest rates ease and macroeconomic conditions stabilise, we may see a resurgence in large-cap deals, particularly among cash-rich tech giants seeking transformative acquisitions (including the anticipated acquisition of Mistral by Apple).

AI infrastructure consolidation - The race to build AI-driven computing power will continue, with consolidation expected among infrastructure providers, semiconductor firms, and data centre operators. Strategic buyers will seek end-to-end control of the AI stack.

Increased cross-border activity - While geopolitical risks remain, clarity around trade policies may unlock cross-border M&A, especially in regions investing heavily in AI and digital infrastructure.

Focus on ESG and energy efficiency - Sustainability will become a more prominent factor in deal evaluation. Acquirers will prioritise targets that contribute to energy efficiency, clean tech integration, and ESG compliance, especially in data-heavy sectors.

Media and telecom transformation - AI is reshaping media and telecoms, with emerging platforms challenging legacy players. Expect continued consolidation, divestitures, and acquisitions focused on AI-enabled content delivery, advertising, and infrastructure

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Deals that define the future

Wed, 13 Aug 2025 00:00:00 +0100

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Deals that define the future

Why bold M&A is reshaping business strategy

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In a market shaped by disruption, M&A is no longer just a growth lever—it’s a survival strategy. Our corporate team is seeing clients use deals to build resilience, unlock innovation, and accelerate transformation. From AI to integration, we explore the trends driving strategic M&A.

Published 13 August 2025

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In a world shaped by geopolitical uncertainty, volatile financial markets, and the relentless pace of technological and policy change, one thing is clear: disruption is no longer a threat—it’s an opportunity.

At Shoosmiths, we’re increasingly seeing our clients lean into this uncertainty, using M&A as a strategic lever to future-proof their businesses, unlock new markets and deliver new growth.

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A market in motion

Despite headwinds such as US tariffs, rising interest rates, and fluctuating capital markets, strategic M&A activity is on the rise notwithstanding an overall reduction in M&A volumes. According to Dealogic, strategic dealmaking increased by 11% year-on-year in the 12 months to May 2025 (source: First 9 Months M&A Highlights), with notable surges in the technology, financial services, and media sectors. This aligns with what we’re seeing on the ground: a recalibration of priorities, with the market doubling down its focus on quality, resilience and long-term value creation.

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What's driving the deals?

Across our M&A practice, we’re observing several key trends shaping the deal landscape:

1. Quality over quantity

High-quality assets are commanding premium valuations. Competitive auction processes are becoming the norm for businesses with strong management teams, proven track records, and scalable growth models. In this environment, fundamentals matter more than ever.

2. AI as a deal enabler and deal driver

AI is no longer just a sector—it’s a tool changing how deals get done. Dealmakers are increasingly using AI to streamline financial modelling, identify acquisition targets, and map operational synergies. This is accelerating timelines and sharpening decision-making. AI is also, in itself, a very hot sector as companies look to accelerate the adoption and acquisition of greater AI capability via M&A.

3. Integration starts early

Gone are the days of post-deal integration as an afterthought. Today’s canny acquirers are building integration and value creation plans into the deal process from day one. This proactive approach reduces execution risk and ensures value is realised from the moment the ink dries.

4. Creativity triumphs

There is a definite shift to strategic partnerships and collaborations including JVs and non-traditional structures which seek to bridge valuation gaps between the parties. Deferred consideration mechanisms, earn-outs, and alternative deal structures are being used more frequently to align buyer and seller expectations—particularly in sectors where future performance is difficult to predict.

5. Agility is the new advantage

The most successful dealmakers are those who can pivot quickly. Whether it’s responding to regulatory shifts, macroeconomic shocks, or emerging technologies, agility and resilience are becoming defining traits of high-performing M&A teams.

As we move into the second half of 2025, we expect the pace of strategic M&A to remain strong—particularly in sectors aligned with innovation and regulation. For those in the M&A market, the message is clear: disruption favours the bold. Those who embrace uncertainty, invest in quality, and plan for integration from the outset will be best positioned to thrive.

In 2024, Shoosmiths' corporate practice had its busiest year, completing over £10.4bn in transactions across 370 deals. Over the past three years, average deal sizes increased by over 200% in M&A, 100% in PE, and 280% in VC, highlighting the firm's high-quality work and solidifying its position as a leading mid-market specialist.

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Real estate deals that shape the UK

Tue, 5 Aug 2025 00:00:00 +0100

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Article | 4 MIN READ

Real estate deals that shape the UK

Shoosmiths leads £1.5bn investment year

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Published 5 August 2025

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In conversation with

Reflecting on the year gone by, I can see what we’ve accomplished. I can see it in the market, I can see the headlines and I can say that was us; we were involved in that.

Katie McCall

Cohead Shoosmiths’ real estate investment group

For Kate McCall, partner and cohead of Shoosmiths’ real estate investment group, this has been the ultimate marker of success: seeing landmark transactions come to fruition and knowing Shoosmiths’ real estate investment team has played a key role in making them happen.

It follows a breakout financial year for the group, after advising on £1.5bn of transactions across asset classes – including several complex portfolio deals, the creation of a firstofitskind £1bn UK-focused industrial and logistics platform, and close collaboration with Shoosmiths’ living sector specialists on residential transactions, such as one of the largest build to rent deals of 2024.

In this video, Kate McCall and Nathan Rees, coheads of Shoosmiths’ real estate investment group, reflect on the last financial year, share their perspective on the market and themes shaping investor strategies. They discuss the deals that defined the group’s FY 2024/25, the sectors driving investment activity, and how the team is helping clients unlock value and realise opportunities.

Watch Kate McCall and Nathan Rees reflect on the group’s year and outlook

https://youtu.be/AuPNbpWbeAI?si=G-NbRGk-SmpTG4z0

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Continued momentum in H1 2025

The first half of 2025 has seen Shoosmiths’ real estate investment group build on last year’s dealmaking activity, supporting clients through a wave of new transactions. Several have been at larger lot sizes, signalling liquidity in the market and an appetite among investors for scale.

Among the transactions completed so far this year, the group advised on the £99m sale of Festival Place, a 1.1m sq ft shopping centre in Basingstoke. Shoosmiths acted for the seller – instructed by BDO as fixed charge receivers – following assisting a period of focused asset management to enhance value and diversify the centre’s tenant mix before the sale.

The team also advised Custodian Property Income REIT on its £22.1m allshare acquisition of Merlin Properties, bringing a portfolio of 28 largely industrial assets – 99% let and yielding around 8.1% – into the REIT’s ownership. Another sign of sustained activity and strength in the industrial and logistics real estate market, which led the group’s dealmaking in FY 2024/25.

As part of a complex crossborder transaction, the firm acted for Kwik Fit on the acquisition of a portfolio of 83 UK properties, which the tyre, MOT, and car servicing retailer currently occupies.

In the living sector, Shoosmiths advised Packaged Living on its first coliving site acquisition. This was followed by support for BlueCastle Capital on the purchase of Marks & Spencer’s former flagship site in Birmingham, paving the way for hundreds of new build to rent homes. The law firm also advised Torsion Group and Khalbros on their joint venture’s acquisition of the Eastgate Quarter site in Leeds – one of the region’s largest-ever development deals.

The breadth of mandates completed in 2025 so far underscores the group’s role in shaping significant investment activity across UK real estate. As Nathan and Kate reflect in the video: 

“When I think about what success looks like, it is Shoosmiths’ real estate investment team being known as one of the key players in the investment market - to be involved in a high-level of deal activity, in deals that are marketleading and nationally significant.”

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Rights of light: clarity at last

Fri, 11 Jul 2025 00:00:00 +0100

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Article | 4 MIN READ

Rights of light: clarity at last

Bankside case reshapes legal boundaries

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The High Court’s decision in Cooper v Ludgate House Limited delivers long-awaited clarity on when injunctions will be granted in rights of light disputes. It sets a precedent on what light counts, how it’s measured, and what remedies apply—offering developers and leaseholders a clearer path forward.

Published 11 July 2025

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The case of Cooper v Ludgate House Limited is particularly interesting on three points: what light should be included, or not; what test should be applied; and finally, what remedy should be awarded.

It feels like a very long time since our comment on the issue of a claim in the High Court concerning the Bankside Yards development – but finally, we have the important guidance we were looking for, on when an injunction will be granted in a rights of light case.

The case is particularly interesting on three points: what light should be included, or not; what test should be applied; and finally, what remedy should be awarded

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Decision

Rights of light can be a notoriously technical area of law – here, the lengthy judgment discusses the appropriate basis for compensation and the methods for measuring light loss, particularly where only one of the eight buildings forming the development had been constructed.

The s.203 protection 

The claimants argued that even though they currently had a right to light passing over the wider development site, they had no right to enforce or protect that right due to the s.203 protection. On that basis, they argued that only the loss of light attributable to Arbor should be considered, and any loss of light caused by the rest of the development should not be factored into the “before and after” assessment.

The developer’s position was that the claimants still had rights (albeit unenforceable) and would be entitled to statutory compensation on a diminution of value basis. It therefore argued that the appropriate comparison included the light from the development site.

The judge held in favour of the claimants, finding that other light that the claimants enjoyed should not be taken into account “if the owner has no effective means of protecting it – regardless of when the light may be obstructed” [para.90]. What mattered therefore was the practical ability to protect the right.

Whilst novel, this falls in line with previous caselaw where non-protectable light has been treated as irrelevant to the sufficiency assessment.

The methodology

The defendant then sought to rely on the basis of computer-modelled calculations in order to measure the alleged interference with the claimants’ light, based on standards for the design of new buildings (the “Radiance method”). However, the judge preferred the traditional “Waldram method”, concluding that the light in parts of the claimants’ flats would be insufficient for ordinary use. Ultimately, to a greater or lesser degree, both the Waldram and Radiance methods came out with consistent results, meaning that the judge did not feel it necessary to move away from the established test.

This is an interesting decision and it is worth surveyors reading this part of the judgment in full given that it is the first time that detailed evidence and argument on the respective merits of the different methods of assessment have been presented to a court. That said and whilst the limitations of the Waldram method were considered, it was common ground between the parties that the Waldram method remains industry standard – as the judge noted, it “is used by everyone” [para.231].

The remedy

Once an interference has been established, the natural remedy where a nuisance is continuing is an injunction to restrain it – meaning it was for the developer to show why an injunction should not be granted.

Here, an injunction would have required replanning of the development site in full (which the developer would not agree to), or demolition of Arbor in whole or part.

Ultimately, the court decided not to grant an injunction due to the disproportionate harm it would cause to the defendants, the commercial tenants already in occupation of Arbor, and the public interest.

In particular, the court noted that demolishing Arbor would be “futile”, as the developer could simply seek planning permission to rebuild it, or an equally large building – which would be protected by the existing s.203 resolution. Whilst the grant of planning permission and the s.203 resolution were not definitive, the judge did note that during these two processes, the Council had already been required to consider the adverse impact on all persons affected and decided that these were “strongly outweighed by the public benefits delivered” [para.308].

Instead, the claimants were awarded both negotiating damages (in lieu of an injunction, recognising the economic value of the right infringed) and damages for diminution in value. This is particularly interesting given that it confirms that negotiating damages are available for the loss of a right to enforce an easement.

In fact, the judge found that, if the defendant had been correct and negotiating damages had not been available, then there would have been a strong argument in favour of granting injunctive relief, because otherwise damages would not have been an adequate remedy.

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Implications

It is fascinating to see the detailed reasoning behind the balancing the requirements of the claimants, developer and the public – and particularly when it takes such a common sense approach.

The decision not to require demolition of Arbor will come as a relief to developers, but it is important to note that here, the developer had not behaved “unfairly, exploitatively or covertly” – which could have led to an injunction being ordered. They had consulted with local residents before construction, and sought to negotiate and settle claims in relation to the whole development.

The key message then is to seek to sort out the rights of light position before you have spades in the ground. Whilst the tenants only received damages of around 1/6th of the pleaded claim, it has been reported that this is the highest sum ever awarded in a rights of light case.

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Shoosmiths advises Hemiko on landmark low-carbon heat network for West London

Wed, 9 Jul 2025 00:00:00 +0100

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Shoosmiths advises Hemiko on landmark low-carbon heat network

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Shoosmiths advised Hemiko on the real estate aspects of its appointment by the Old Oak and Park Royal Development Corporation (OPDC) to deliver a pioneering low-carbon heat network in West London. This project marks a significant milestone in the capital’s transition to sustainable infrastructure.

Published: 9 July 2025

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The network will harness waste heat from local data centre cooling systems to provide low-carbon heating to more than 10,000 new homes and businesses across the Old Oak and Park Royal area – one of London’s largest brownfield regeneration opportunities, which is set to deliver around 20,000 new homes over the next 20 years.

Shoosmiths advised Hemiko on real estate due diligence and lease structuring for the proposed energy centre site, as well as the real estate elements of the shareholder agreement.

Chris Haines, general counsel at Hemiko, said:

“This project demonstrates the potential of waste heat as a vital resource in the transition to net zero. By partnering with OPDC, we’re unlocking the value of existing infrastructure and accelerating the rollout of low-carbon heat networks in urban areas. We’re grateful to Shoosmiths for its hard work, expertise, and dedication in driving the project forward to a successful outcome.”

The Shoosmiths team was led by real estate partner Liz McKillop Paley, with principal associate Emma Foulds and associate Daniela Porco providing key support.

Liz McKillop Paley, real estate partner at Shoosmiths, added:

“Delivering low-carbon heat at scale is one of the biggest infrastructure challenges facing UK cities. This scheme shows how repurposing existing assets – like data centres – can form part of the solution. We were pleased to support Hemiko on the real estate aspects of this project, achieving a successful outcome under complex, time-sensitive procurement conditions and reinforcing Shoosmiths’ expertise in energy infrastructure.”

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UK Automotive: Strategy Meets Urgency

Mon, 30 Jun 2025 00:00:00 +0100

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UK Automotive: strategy meets urgency

A sector poised for reinvention—but time is short

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The UK’s new Industrial Strategy offers a bold framework for automotive growth, but its success depends on rapid, coordinated action. At the SMMT International Automotive Summit, Shoosmiths joined industry leaders to explore how policy, energy, skills and trade must align to unlock the sector’s full potential. This is a moment of opportunity—but also a test of resolve.

Published 30 June 2025

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Last week the Society of Motor Manufacturers and Traders (SMMT) International Automotive Summit convened industry leaders, policymakers, and innovators to chart the course for the UK automotive sector in a rapidly evolving global landscape.

With the unveiling of the UK’s new Industrial Strategy just the day before, the Summit served as a timely platform to explore how this policy shift could reshape the future of British automotive manufacturing.

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A strategic reset

The UK government’s newly unveiled 10-year Industrial Strategy has been broadly welcomed by the automotive industry as a long-awaited framework to restore the nation’s global competitiveness. With a £2.5 billion capital and R&D fund for automotive under the “Drive35” initiative, the strategy positions the sector as a cornerstone of the UK’s advanced manufacturing future. But while the vision is bold, its success will hinge on swift and sustained implementation.

The strategy promises to make it “cheaper, easier and quicker” to do business in the UK, with a focus on:

Eight priority sectors, with eight subsectors including automotive under manufacturing

Regulatory reform, skills development, and R&D investment

Reskilling initiatives, targeting roles in AI, chemistry, and trade compliance

“This industrial strategy is different,” said Sam Lister, Director General for Industrial Strategy speaking at the Summit. “For the first time, its aims will shape policy and decisions across government and regulators.”

The UK automotive industry is currently valued at £100 billion, with new car sales rising 6.4% in Q1 2025 compared to the same period in 2024.

However, production is forecast to fall 7% this year, reaching just 839,000 units—the lowest level since 1954. Chris Giles, Economics Editor, Financial Times also highlighted that consumption levels across the country are showing that people are not spending as they have in previous years which has resulted in a struggling economy. This underscores the urgency of implementing the strategy effectively.

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A foundation for growth

The strategy identifies automotive as one of eight “IS-8” high-growth sectors, with a goal to nearly double annual investment in advanced manufacturing from £21 billion to £39 billion by 2035. The automotive sector alone is projected to contribute up to £50 billion in economic value over the next decade, with the potential to return the UK to the top 15 global vehicle manufacturing nations by 2030.

Key commitments include:

Energy cost relief: A new British Industrial Competitiveness Scheme will reduce electricity costs by £35–40/MWh for energy-intensive manufacturers, addressing a long-standing disadvantage where UK businesses pay more than double the European average. Energy costs remain a critical barrier to competitiveness. Despite Scotland generating 90% of its electricity from renewables, it faces some of the highest energy prices in the UK. Nationally, UK manufacturers pay up to four times more for energy than their US counterparts, according to Andrew Griffith MP, Shadow Secretary of State for Business and Trade, speaking at the Summit.

This disparity is particularly damaging for battery production and gigafactory operations. While Tata’s decision to build a gigafactory in Somerset over Spain was a win, panellists warned that without a national energy plan, future investments may be diverted elsewhere.

Skills and workforce development: Expanded apprenticeship flexibility and targeted upskilling programmes aim to address acute shortages in engineering, digital, and AI-related roles. Many existing workforces are made up of long standing employees and the aim is to support automotive employers in transitioning their teams through industry changes – such as the shift from combustion engines to electrification. An additional £1.2 billion will be invested annually in skills development by 2028–29, complemented by further support through measures outlined in the recent Immigration White Paper. The constraints, particularly around Skilled Worker visas, set out in the White Paper are expected to include specific carve-outs for the eight priority sectors.

Regulatory reform: The full implementation of the Automated Vehicles Act by 2027 and a refreshed Zero Emission Vehicle (ZEV) mandate are intended to streamline innovation and compliance.

Export and trade support: The strategy aligns with new trade deals, including a UK-US agreement that removes tariffs on key automotive exports, and a forthcoming automotive technology strategy in 2026.

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Industry optimism

The SMMT has praised the strategy as a “long-term commitment to automotive manufacturing” and a “foundation on which we can build our future”. However, it also issued a clear warning: implementation must be rapid and decisive to keep pace with global competitors.

SMMT’s own report, The Competitive Edge, outlines 10 key recommendations to complement the strategy, including:

A major EV purchase incentive scheme to stimulate demand

Reform of the Vehicle Excise Duty Expensive Car Supplement, which currently imposes a £360 million burden on EV buyers

VAT cuts on EVs and public charging to make electric mobility more affordable

A clear roadmap for decarbonising heavy-duty vehicles and public charging infrastructure

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Challenges & concerns

Despite the optimism, several challenges remain:

High production costs with UK manufacturers still facing some of the world’s highest energy and compliance costs. Without swift relief, these could deter investment

Lagging EV demand where OEMs have spent £6.5 billion on incentives over the past 18 months to meet ZEV targets, yet more than half of industry leaders believe the UK is behind schedule for the 2030 ICE phase-out

Policy consistency where the industry has long called for stability. Past policy reversals have undermined confidence, and the success of this strategy depends on cross-departmental alignment and long-term political commitment

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Navigating global trade

The first panel discussion of the day, moderated by Jonathan Smart, Partner and Head of Mobility Sector at Shoosmiths featured Sir Sherard Cowper-Coles KCMG LVO (Chair, China-Britain Business Council), Anand Menon (Director, UK in a Changing Europe) Sally Jones (Deputy Director, Trade Strategy, Department for Business and Trade) and Justin Webb (Presenter, BBC Americast).

The panel outlined that the UK’s trade landscape is increasingly complex. With new deals signed with the US and India, and ongoing tensions with the EU, the automotive sector must remain agile. Key insights included:

The US trade agreement, signed by presidential decree, goes live on 30 June 2025

India is now the third-largest automotive market globally, behind China and the US

The EU remains the UK’s largest trading partner, but customs delays and regulatory divergence continue to hinder progress

China, now producing over 26 million vehicles annually (31% of global output), is the world’s largest vehicle market and a dominant EV exporter. The panel urged UK manufacturers to adapt, to remain competitive in this shifting global order.

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Building a sustainable value chain that’s also tech driven

The Summit also highlighted how sustainability and technology are converging to reshape the automotive industry. Manufacturers are under increasing pressure to address the full environmental impact of vehicle production, including Scope 2 and 3 emissions, circularity, and energy sourcing - especially as EV sales have dropped 12.8% despite a 28% ZEV sales target for 2025.

At the same time, rapid technological innovation is transforming the customer journey, with a 517% surge in interest for automotive tech and the V2X market projected to hit $9.5 billion by 2030. Speakers stressed the importance of transparent supply chains, cross-sector collaboration, and attracting new talent—from gamers to AI specialists - to drive both sustainability and digital transformation.

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Accelerating the ZEV transition

Despite policy targets, the UK EV market is contracting, with sales down 12.8% so far in 2025. Contributing factors include:

introduction of Vehicle Excise Duty for EVs

relaxation of the ZEV mandate, creating policy uncertainty

consumer hesitancy and generational differences in EV adoption

Panellists called for clearer policy signals, stronger incentives, and better alignment between government and industry to ensure a smooth transition.

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A Sector ready for reinvention

The Summit, sponsored by Shoosmiths, showcased a sector brimming with potential but facing real challenges. The Strategy marks a significant shift in tone and ambition. It offers a comprehensive framework to support the automotive sector through the energy transition, technological disruption, and global trade realignment. But as SMMT Chief Executive Mike Hawes cautioned, “our window of opportunity will not remain open for long”.

If implemented with urgency and consistency, the new Industrial Strategy could catalyse a new era of green growth, innovation, and global leadership for UK automotive. If not, the sector risks falling further behind in an increasingly competitive global race.

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Shoosmiths advises Kwik Fit as it drives forward with latest portfolio acquisition

Wed, 25 Jun 2025 00:00:00 +0100

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Press release | 3 min read

Shoosmiths advises Kwik Fit with latest portfolio acquisition

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Shoosmiths has advised Kwik Fit - part of European Tyre Enterprise Limited (ETEL) and one of the UK’s leading tyre, MOT, and car servicing retailers - on the acquisition of a portfolio of 83 UK properties.

Published: 25 June 2025

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The portfolio, which Kwik Fit currently occupies, includes over 30 sites in Scotland and supports its aim to bring more sites into its direct ownership.

Kwik Fit’s ultimate parent company is listed on the Tokyo Stock Exchange. Shoosmiths acted on the UK aspects of the transaction, marking the latest in a series of similar deals the law firm has successfully handled for Kwik Fit in recent years.

The roadmap to secure the deal saw Kwik Fit acquire Hawkeye Properties 501 Limited, a Jersey entity, which was itself ultimately held by Spring Real Estate Investment Trust, listed on the Hong Kong Stock Exchange.

The complex, multi-jurisdictional deal for an undisclosed sum also required consent from the Securities and Futures Commission of Hong Kong, as the transaction constituted a special deal under the Takeovers Code.

Paul Dempsey, group property director at ETEL, said:

“This transaction is a key part of Kwik Fit’s strategic plan for growth across the UK and Ireland. We are delighted with the dedication and support Shoosmiths provided to manage this complex deal on our behalf.”

This latest deal further underlines Shoosmiths' credentials in successfully advising clients on complex international transactions across jurisdictions.

Sheelagh Cooley, partner and real estate finance co-head, added:

“Having supported ETEL with portfolio acquisitions in 2023 and 2024, which saw 58 sites acquired, we are thrilled to have advised Kwik Fit on this latest acquisition of a further 83 sites. These deals enable one of the UK’s leading tyre, MOT and car servicing retailers to bring more properties under its direct ownership.

“This was a complex deal, which saw colleagues across the UK work collaboratively with multi-disciplinary and multi-jurisdictional teams to achieve a positive result for our client. The deal engaged real estate, corporate, litigation, tax, competition, environmental and regulatory specialists.”

The transaction was led by Sheelagh, supported by a multi-disciplinary team including:

Real estate: Kate McGoverne, Stacy Dawes, Holly Gerard, Amy Price, Megan McDonald, Victoria Simpson, Lewis Ritchie and Rachael McCallum
Corporate: Alison Gilson and Sylwia Jakuczun
Tax: Laura Board and Carly Cutler
Employment: Jennifer Wright and Samantha Mackie
Environmental matters: Angus Evers
Banking and finance: Fiona Cameron

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Immigration in M&A: a hidden risk

Thu, 19 Jun 2025 00:00:00 +0100

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Article | 6 min read

Immigration in M&A: A hidden risk

Why compliance must be front and centre in care sector deals

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Immigration compliance is often sidelined in M&A transactions—especially in sectors like care, where international workers are essential. But overlooking it can expose buyers to serious legal and financial risk. This article outlines the key immigration issues that must be addressed before, during and after a deal, with practical steps to protect value and ensure compliance.

Published 19 June 2025

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When dealing with mergers and acquisitions, immigration is often an overlooked factor in the process.

This is particularly relevant in sectors such as technology, mobility, and living, where businesses frequently rely on a globally mobile workforce and sponsor a significant number of employees including, in many cases, senior executives. This commonly can include senior executives running the business.

The living sector, specifically the care sector, is particularly exposed to immigration compliance risks during acquisitions due to its heavy reliance on international workers. Smaller operators or those with decentralised or lean HR functions may lack robust systems for tracking visa expiry dates, maintaining audit-ready right to work documentation, or managing sponsor licence duties – especially if immigration compliance has not previously been a focus.

This dynamic gives rise to two key areas of immigration compliance that should be considered during an acquisition. The first is the law in relation to the prevention of illegal working (right to work permission) and the second, if applicable, is meeting the duties and responsibilities of a licenced sponsor.

It’s essential that immigration considerations are factored in at every stage of the transaction. Below, we outline the key issues to be aware of throughout the process. For the purpose of the article, the business being bought or sold will be referred to as the ‘Target company’.

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Legal Due Diligence (LDD) & legal compliance

LDD is an essential step in any corporate transaction. It should involve a thorough review of the Target company's compliance with immigration laws. This includes verifying that all employees have the right to work in the UK and ensuring that the Target company holds any necessary sponsor licences for employing non-British nationals.

Key Steps in LDD:

Right to work checks: Ensure that the Target company has conducted proper right to work checks for all employees. If the Target company has failed to carry out right to work checks properly, or at all, the buyer could be taking on the liability for fines of up to £60,000 per illegal worker. Ideally a sample of right to work checks are reviewed as part of the LDD process. If the Target company is being selective with its checks e.g. only checking non-British nationals, consider if there are any discriminatory risks to their practice. If the Target company has knowingly employed illegal workers, this could also give rise to criminal liability (with potential imprisonment) and also may require a ‘POCA report’ under the Proceeds of Crime Act 2002 to be considered as part of the transaction process.

Sponsor licence verification: Check if the Target company holds a sponsor licence and if it sponsors any employees. It may be possible to find this information on the sponsor licence register but further enquiries should raised requesting confirmation of: who is sponsored and the visa expiry date for their visa(s); any action against the sponsor licence; and, who the key personnel are on the licence (and importantly are they staying with the Target company post-completion),

 Employment contracts: Review employment contracts to check if they include a warranty regarding eligibility to work in the UK and the obligation to keep contact information and changes in immigration status up to date

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Transactional documentation

It is important to include specific clauses in the transactional documentation to address immigration-related issues. These may include:

Warranties: A contractual promise about a particular state of affairs of the Target company. This could be confirmation that any non British or Irish national employed by the company holds an appropriate visa and that right to work checks have been conducted properly on all employees;

Indemnities: A promise to reimburse the buyer should certain liabilities arise. For example, there could be an indemnity that if right to work checks have not been conducted appropriately, the Seller will reimburse the Buyer for any civil penalties incurred.

Disclosure Letter: If the seller is aware of issues with right to work checks or other immigration issues, they can provide specific disclosures in the letter identifying these problems. The purpose of the letter is to disclose against a warranty and absolve the seller of liability if the buyer suffers financial or reputational lost.

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Post-completion steps

After the transaction is completed, there are several steps that need to be taken to ensure ongoing compliance:

Reporting to the Home Office: If the buyer acquires a company with sponsored employees they must report the change of ownership or make a new sponsor licence application as appropriate within 20 working days. There may be additional reporting requirements if there are changes to the sponsored workers’ conditions such as their working address as a result of the transaction. If TUPE applied to the transaction, the TUPE transfer should be reported within 20 working days and the appropriate provisions put in place post-completion to accept the sponsored employees onto a new licence.

New sponsor licence: A new sponsor licence is likely required post-completion where there has been a direct change of ownership of the entity holding the licence. This is because the change of ownership technically revokes the existing licence and licences are not transferrable between companies. It can be applied for in the name of the Target company, or the buyer or another group company linked by common ownership and control. If the buyer already has a sponsor licence, and the Target company is becoming a branch of the buyer, the buyer will need to apply to add the Target company as a branch.

Right to work checks: Following completion, the buyer may wish to carry out fresh right to work checks. In the case of a share sale, although the buyer does not obtain a statutory excuse by doing so, conducting these checks ensures that right to work records are up to date and properly retained for all employees. For asset sales where TUPE applies, the buyer benefits from a 60-day grace period post-transfer to complete new right to work checks. This allows the buyer to establish their own statutory excuse against potential civil penalties for illegal working. The 60 day period does sound like a considerable period but if you have a large number of employees transferring then it can quickly be eaten up so planning ahead is important.

Monitoring visa expiry dates: We would recommend implementing a system to monitor the visa expiry dates of sponsored employees to ensure timely renewals.

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Summary

Immigration considerations are a critical aspect of buying or selling a business, particularly for sectors reliant on migrant workers within their workforce. By conducting thorough due diligence, addressing pre-completion issues, and taking appropriate post-completion steps, buyers and sellers can ensure compliance and mitigate risks relating to immigration. Including specific clauses in transaction documents can further protect the Buyer from potential liabilities.

By following these guidelines, businesses can navigate the complexities of immigration law and ensure a smooth and compliant transaction.

Our business immigration team regularly provides expert support and guidance on immigration-related matters in the context of corporate transactions, both pre- and post-completion. If you require assistance, please don’t hesitate to get in touch with the team.

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Shoospeak HR: The People Clause: TUPE’s role in living sector transactions

Wed, 4 Jun 2025 00:00:00 +0100

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Podcast | 23 min listen

Shoospeak HR: The people clause

TUPE’s role in living sector transactions

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The employment team are back with another episode of Shoospeak HR.

Published 4 June 2025

Emma Morgan and Jennifer Wright from our employment team are joined by Sheelagh Cooley from our real estate team. They unpack the often-overlooked implications of TUPE (Transfer of Undertakings Protection of Employment) in commercial property deals, specifically within the living sector.

Listen to the podcast below and send us your feedback to shoospeakhr@shoosmiths.com

The Shoospeak HR podcast is brought to you by the national employment team at UK law firm Shoosmiths. Tune in for your fix of the latest legal views, thought provoking discussions and opinions about all things employee relations and human resources.

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Security of tenure: reform deferred

Wed, 4 Jun 2025 00:00:00 +0100

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Article | 2 min read

Security of tenure: reform deferred

Law Commission signals continuity over change

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The Law Commission’s interim conclusion on reforming the Landlord and Tenant Act 1954 offers little in the way of transformation. While some hoped for a modernised framework, the Commission has opted for stability—keeping the current contracting-out model and deferring deeper reform to a second consultation. For landlords and tenants, this means clarity for now, but frustration may linger.

Published 4 June 2025

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Following initial consultation on the future of the issue of security of tenure provided to business tenants by way of the Landlord and Tenant Act 1954 (which closed in February), the Law Commission has finally concluded that... very little should change.

This provisional conclusion may come as a disappointment to those who were hoping for wide-spread reform, including in relation to the often complex and heavily argued right to interim rent (the rent payable by a business tenant between termination of their current lease and the commencement of their new lease).

The Commission’s interim statement (which can be found here) concludes that:

we should keep the “contracting out” model that already exists under the 1954 Act, a) because it strikes the best balance between the parties, and b) to change it would be too disruptive to the market. The interim statement does however confirm that the second consultation paper will focus on potential reform to the process by which tenancies are contracted out

there was limited appetite for amending the list of excluded types of tenancies; but

currently, tenancies granted for a term of up to six months are excluded from the Act. The second consultation paper will ask whether the threshold for short tenancies should be increased, so that tenancies of up to two years would be excluded

This general reluctance for change is not particularly surprising – not least because it means we don’t have to grapple with what happens to tenancies that are currently within the Act or vice versa, and complicated transitional provisions. 

Both landlords and tenants may be relieved that they will still be able to rely on the existing framework, which has been tested through a large body of caselaw – both around the terms which can (or should) be included where parties are seeking to agree renewal leases, and also on the grounds of opposition. However, there are frustrations around a number of areas, and caselaw continues to evolve, so those may well be considered in the next stage.

On that however, parties don’t need to be concerned just yet. Even when the Law Commission publishes its report following the second consultation, it will still only be recommendations for reform – which will need to be implemented by way of legislation, if approved by government.

Watch this space!

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Insurance rent: what's in a premium?

Thu, 29 May 2025 00:00:00 +0100

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ARTICLE | 4 min read

Insurance rent: what's in a premium?

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The case of London Trocadero (2015) LLP v Picturehouse Cinemas Ltd and others [2025] EWHC 1247 (Ch), handed down Friday 23 May 2025, provides important guidance on how insurance rent can be charged under commercial leases.

Published: 29 May 2025
Author: Laura Kent

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Background

The case concerned a long-running dispute between the landlord of the Trocadero Centre in London and its cinema tenant, Picturehouse.

The landlord was responsible for arranging insurance for the entire Centre and recovering the cost from tenants through insurance rent. As is not uncommon, the landlord had arranged insurance for the Centre through a block policy covering a large property portfolio. Insurance premiums were apportioned to individual properties and then further apportioned to individual units within those properties, under the relevant provisions in the leases.

The tenant challenged the inclusion of broker commissions – up to 57% in some years – in the insurance rent, arguing that these commissions were not recoverable under the lease.

Whilst it had paid all the insurance rent demanded, under protest, Picturehouse challenged the amounts charged, alleging that the landlord had included undisclosed commissions and fees – which artificially inflated the insurance rent.

Decision

1. The Premium Issue

The lease entitled the landlord to charge insurance rent calculated by reference to the amount of “premium payable by [the landlord’] for keeping the Centre insured”. The tenant argued that the landlord was not entitled to recover insurance rent that included commission rebated to it by brokers (referred to as 'Landlord’s Commission').

The court agreed that such sums were not 'payable by way of premium for keeping the Centre insured' under the lease. The judge emphasised that only sums actually payable for for keeping the Centre insured against the Insured Risks (as defined in the lease) could be recovered, not amounts that included rebates engineered by the landlord’s agent.

Mr Justice Richards noted that “Even if Landlord’s Commission does form part of a premium, it is rebated as part of arrangements that the Landlord itself, through its agent CCL, engineered.”

2. The Administration Fee

In 2022/23, rather than charging Landlord’s Commission, the landlord replaced commission with a 35% “placement, administration and work transfer fee.”

The court found this fee was not a genuine insurance cost and was not recoverable under the lease. It was applied before the insurer received the premium and only to recoverable units, raising concerns about its proportionality and justification.

3. The Fire Safety Issues

The landlord was found to be in breach of its obligation to maintain the Centre’s sprinkler system between 2015 and 2020, due to works converting part of the Centre into a hotel. This breach led to increased insurance premiums in the years 2017/18 to 2020/21 relating to fire safety, which the tenant successfully claimed it should not be liable for.

However, the court rejected the tenant’s broader argument that it should not pay insurance rent where the policy included large excesses or co-insurance clauses (which the tenant claimed were because of the landlord’s poor fire safety control). The court held that the landlord had still obtained cover for the 'full cost of reinstatement' as required.

4. Restitution

The tenant’s claim was framed in the law of restitution – it sought repayment on the grounds of unjust enrichment (i.e. that the landlord was not contractually entitled to the payments), characterising the payments made as “overpayments”.

The court found that there was a total failure of basis in relation to the payment of the amount corresponding to Landlord’s Commission, meaning that the tenant successfully recovered overpaid insurance rent, and the 35% fee.

Implications

It is worth remembering that claims based on contract are always fact-sensitive. In this case, the lease specifically only permitted the landlord to claim sums payable, rather than actually paid. On a case-by-case basis, leases may also govern how any overpayment or alleged repayment is dealt with.

The judgment reinforces the importance of transparency in how insurance rent is calculated and the limits on what can be recovered. It also highlights the need for the parties to fully understand insurance arrangements and understand the basis on which charges are levied.

Kirsty Black, Partner and Co-Head of Corporate Occupier Group at Shoosmiths, comments: “This case serves as a timely reminder for occupiers to check their lease terms to ensure that the premiums charged in relation to insurance align with those terms - particularly in light of the limitation period of six years which may affect any potential claims.

“Most landlords will have acted appropriately and transparently with no intention of profiting from the insurance provisions in leases. However, where questions do arise, requesting a breakdown of the premium and any associated commission may help tenants better understand how premiums have been calculated. We would hope most landlords would engage constructively in providing this information, as a clear and open exchange of information can help both parties resolve issues constructively and avoid the kind of litigation seen in this case.”

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Shoosmiths advises BlueCastle Capital on landmark Birmingham BTR deal

Mon, 19 May 2025 00:00:00 +0100

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Shoosmiths advises BlueCastle Capital

On the landmark Birmingham BTR deal

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Shoosmiths has supported BlueCastle Capital, the build-to-rent (BTR) developer and investment and asset manager, on its acquisition of the former Marks & Spencer flagship store in Birmingham, paving the way for a major residential-led redevelopment.

Published: 19 May 2025

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The firm advised on all real estate aspects of the transaction, assisting BlueCastle Capital as it advances its BTR strategy. The development will form part of the seed portfolio for the company’s UK BTR fund and a pipeline of more than 1,500 new BTR homes, including developments in Stevenage, Cardiff and Sheffield.

Shoosmiths acted on the deal due diligence and acquisition documentation for the real estate development, investment and asset management firm. Located at 42 High Street, the site sits close to the future Curzon Street HS2 station, with plans now progressing for a scheme that will combine high-quality BTR homes, tenant amenities and sustainability-focused design.

Ed Williams, CEO of BlueCastle Capital, said:

“It was great to work with Shoosmiths on this once-in-a-generation opportunity to create a landmark residential development at the heart of one of the UK’s fastest-growing cities. Our vision is to deliver an outstanding BTR scheme that sets a new benchmark for quality, sustainability and urban living in Birmingham. The site’s strategic location next to HS2’s terminus makes it a critical piece in the city’s regeneration.”

Real estate partner Liam Phillips led the Shoosmiths deal team, supported by principal associate Ryan Steed and associate Liv Greenhill. Specialist planning advice was provided by legal director Matt Nixon, with legal director Richard Willcox advising on litigation matters.

Liam Phillips, real estate partner at Shoosmiths, added:

“This acquisition represents a key opportunity to breathe new life into a prominent, but currently underutilised, city centre site – delivering much-needed new homes. With its proximity to the future Curzon Street HS2 station, the scheme also supports the area’s wider regeneration.

“Drawing on Shoosmiths’ experience of complex city-centre transactions, our multi-disciplinary team – spanning investment, planning and litigation – worked closely with BlueCastle to navigate the deal successfully, seeding its UK BTR fund and advancing its residential strategy.”

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Shoosmiths’ real estate investment group advises on £99m sale of major retail centre

Fri, 25 Apr 2025 00:00:00 +0100

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Press release | 3 min read

Shoosmiths advises on sale of Festival place

Shoosmiths’ real estate investment group advises on £99m sale of major retail centre

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Shoosmiths’ real estate investment group has advised on the £99m sale of Festival Place, a 1.1 million sq ft shopping centre in Basingstoke.

Published: 25 April 2025

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The firm acted for the seller – instructed by BDO as fixed charge receivers – in a deal that sees MDSR Investments acquire the centre.

Shoosmiths has advised the scheme’s owners for more than a decade. During this time, the firm has completed a vast number of retail, leisure, and other leasing transactions with brands such as Next, Metro Bank, Flip Out, and H&M. It has also advised on development initiatives and other aspects of the management of the centre, with a focus on enhancing the scheme and securing key lettings to strengthen and diversify its tenant mix.

Tony Nygate, partner at BDO, said:

"Following a comprehensive two-year strategy to improve and maximise the value of Festival Place, we are pleased to have completed this deal – working with partners including Shoosmiths to prepare the asset for sale and navigate the process successfully."

Shoosmiths’ deal team was led by real estate investment co-head Nathan Rees and principal associate Chris George, supported by a cross-disciplinary team from across the firm, including specialists in construction, planning, employment, and commercial.

Chris George, real estate principal associate at Shoosmiths, said:

"As one of the largest retail transactions to complete this year, we were proud to advise on the sale of Festival Place – working closely with fellow advisers to ensure its successful conclusion. This milestone reflects years of collaboration with the scheme’s owners and asset managers to implement a strategy that enhanced the centre and positioned it for sale."

Nathan Rees, co-head of Shoosmiths’ real estate investment group, added:

"In a retail investment market that continues to evolve, this transaction underlines the appetite from global investors for well-located, actively managed assets with strong fundamentals. It also showcases the experience within Shoosmiths’ real estate investment group – and wider firm – in supporting clients on complex, high-value deals across the UK."

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Grave matters: Private Cemeteries and the Law Commission’s Consultation Paper

Fri, 20 Dec 2024 00:00:00 GMT

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Article | 7 min read

Grave matters: Private cemeteries

The Law Commission’s consultation paper

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Approximately 500,000 people die each year in England and Wales and burial space is running out. The problem is most acute in the major cities, where large parcels of available land are scarce and competition with developers is often fierce. (More so if the Government’s commitment to reform planning laws to meet the nation’s housing needs comes to fruition).

Published 20 December 2024
Authors Simon Foster, Daniel Gatty

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The funeral sector is estimated to be worth £1 billion annually and the cost of funerals is rising: the average cost of a basic funeral has increased to £4,141 and is apparently close to £10,000 in some London cemeteries. Funeral costs, which we will all have to pay one day, will continue to increase unless the issue of the scarcity of supply of burial space is addressed.

Given the finite land available and the ever-present need, the Law Commission launched in October 2024 a Consultation Paper entitled “Burial And Cremation” with the stated aim to “create a future-proof legal framework to address what happens to our bodies after we die”. The view of the Law Commission is that allowing for greater use of existing burial grounds by the reuse of graves and reclamation, or by reopening closed burial grounds, will help reduce the need for further burial grounds to be developed. To do so, however, will require significant changes in the law to ensure that there are sufficient safeguards in place to maintain public trust.

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Private cemeteries

The current law on burials and cremations is complex and patchwork in nature. The law differs between different burial grounds – those operated by the Church of England, by local authorities and by private operators. Much of the law dates from the mid-nineteenth century and, so far as the Law Commission is concerned, is no longer fit for purpose.

The Consultation Paper pays considerable attention to private burial grounds and their regulation. The reader may be surprised to learn that there are many private burial grounds in England and Wales, most of which are subject to very little regulation. They may have been established for members of specific, non-Anglican religions – the oldest surviving Jewish burial ground was established in 1657 – or for those of all religions and none. Urbanisation in the nineteenth century overwhelmed the capacity of Anglican churchyards in large towns and cities, leading to the establishment of new burial grounds created and run by private companies, such as Highgate Cemetery, from the late nineteenth century onwards. A more recent trend is for natural burial grounds.

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The current law

Some nineteenth century burial grounds were established by private acts of Parliament. If so, they are (still!) regulated by the Cemeteries Clauses Act 1847 which imposes, for example, an obligation on the owner of the cemetery to keep it in good order and condition.

Private burial grounds not established by acts of Parliament are not subject to the 1847 Act. Rights and obligations concerning those burial grounds are primarily governed by contract and common law, along with statutes of general application such as the Occupiers Liability Acts and some environmental regulations. The Government has the power to close a private burial ground to new burial by, somewhat anachronistically, applying to the Privy Council for an order under the Burial Act 1853, but powers of statutory regulation short of closure, e.g. to address lack of maintenance, are missing.

What is more, fundamental questions about rights over private burial grounds remain unresolved. For example:

If the then owner of a private burial ground grants a family an exclusive right of burial in a particular plot, and then sells on the burial ground, is the new owner bound by the previous owner’s grant?
What exactly is the legal nature of an exclusive burial right in a private burial ground?
Can the owner of an exclusive burial right assign it and what is the duration of the right?

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Mapara v Demetriou [2022]

These issues and others which the Consultation Paper seeks to address were germane to the case of Mapara v Demetriou [2022] EWCA Civ 1001, the only known case about private burial grounds not governed by the 1847 Act.

That case concerned a private burial ground known as Tottenham Park Cemetery (TPC). TPC was established in 1912 as a paupers’ cemetery, not by an act of Parliament and so the 1847 Act did not apply to it. During the 1980s the then owner of TPC granted burial rights by deeds of 999 years over sections of TPC to the then trustees of the Tottenham Park Islamic Cemetery Association, a burial society for the local Sunni Muslim community. A new owner, PD, bought TPC in 2019 and a dispute arose over matters such as the grave-digging charges he sought to levy on members of the Association, represented by Mr Mapara and others, and the scope of the rights granted in the deeds.

Concerns about conditions and the lack of maintenance at other parts of TPC were raised in the House of Lords and TPC was subject to two investigations by the Ministry of Justice. These included the discovery of human bones on the surface of the ground and a finding that the records for approximately 1000 burials were missing.

The question of the status of exclusive burial rights was briefly discussed but not resolved by the Court of Appeal.

At first instance ([2021] EWHC 1626 (Ch)) the trial judge noted that the authors of Gale on Easements considered that the validity of a non-statutory perpetual burial right is undoubted “but the nature of the right created is questionable”. The Judge did not have to resolve that question because it was conceded by PD that he was bound by the deeds (which had been noted on the register).

On appeal, PD sought to raise the issue of what sort of right a non-statutory burial right might be at the last minute, in a proposed amendment to the grounds of appeal. In the course of refusing permission to amend, Lewison LJ observed that the issue was not straightforward. He referred to Reed v Madon [1989] 1 Ch 408 in which Morritt J said that the legal nature of a right to exclusive burial in a part of a church yard was by no means clear and expressly refrained from deciding whether it was an interest in land.

Meanwhile, an alleged continuing failure to address complaints about record-keeping and the physical state of other sections of TPC not maintained by the Association led the previous Government to decide to apply to the Privy Council for an order requiring that burials be stopped at TPC except where plots have previously been reserved, thus illustrating the need for local or national government powers short of ordering closure.

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The consultation paper

The consultation is wide in its scope; it invites responses from stakeholders on many proposals. In addition to proposals regarding the reuse of graves and reclamation, a number of the proposals may arise in part from the decision in Mapara and the issues identified at TPC, including whether:

All private burial grounds should be regulated;
It should be a criminal offence for a cemetery owner who transfers an interest in that land to fail to register a transfer of the burial register to the new owner;
Statutory duties should be imposed on all burial ground owners to maintain cemeteries in good order appropriate to its current use and to publish management plans at regular intervals, as well as to introduce a statutory code of practice;
An inspection regime should be introduced with the power for a local authority to step in when a cemetery is failing;
To introduce statutory exclusive burial rights and to regulate their assignment, inheritance and duration; and
To impose a statutory duty on burial ground operators to keep a burial register, a plan of the burial ground and a register of rights granted.

It is to be hoped that the issues experienced at TPC are atypical in the industry and that most private cemetery operators appropriately manage their cemeteries, keep burial records and maintain plans showing the extent of exclusive burial rights granted.

However, the serious nature of the issues at TPC, as well as the lack of regulation and legal uncertainty surrounding private burial grounds more generally, warrants this consultation.

The consultation is open until 9 January 2025.

This article was previously published in EG.

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Shoosmiths advises Invesco and PLATFORM_ joint venture on BTR portfolio sale

Thu, 19 Dec 2024 00:00:00 GMT

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Press release | 2 MIN READ

Shoosmiths advises Invesco & PLATFORM_ joint venture

on BTR portfolio sale

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Shoosmiths has advised a joint venture between Invesco Real Estate, the USD 85bn global real estate investment business of Invesco Ltd (NYSE: IVZ), and PLATFORM_ on the successful sale of a build to rent (BTR) portfolio located across the south of England.

Published: 19 December 2024

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The law firm acted for the real estate investor and BTR developer and operator on the sale to LRC Group. The portfolio included 608 apartments across five assets in Exeter, Stevenage, Bedford, Bracknell, and Crawley - converted from office to residential use under permitted development rights between 2016 to 2017 by PLATFORM_, with the joint venture established in 2017.

Shoosmiths assisted with all real estate aspects of the sale, providing further specialist advice across planning, litigation, employment, corporate, commercial, tax, and construction matters. Knight Frank acted as agents for the joint venture.

Tom McFerran, Director - Fund Management at Invesco Real Estate, commented:

“We are pleased to announce the successful sale of our residential portfolio, which we have actively developed as part of our strategic business plan.

"The successful disposal of this residential portfolio is a central part of our evolving strategic business plan; Kellie and her team were central to the successful execution of this. Invesco Real Estate have invested €1.2bn into the residential sector over the past two years, and this disposal underlines our commitment to creating premium housing and delivering value for our stakeholders. We will continue to pursue our objective of creating high-quality communities and exploring new growth opportunities.”

Leading Shoosmiths’ multi-disciplinary deal team was Kellie Hatton, real estate partner and joint head of development. She was supported by real estate associate Stacy Dawes, as well as a range of other specialists across the firm.

Kellie Hatton, real estate partner and joint head of development at Shoosmiths, added:

“The UK residential sector has continued to show its strength in 2024, reflecting both the resilience and appeal of professionally managed rental housing. This transaction highlights the maturity of the market and its ability to deliver opportunities for investors and developers, while meeting evolving housing needs.

“We are proud to have supported Invesco Real Estate and PLATFORM_ in this milestone sale, leveraging our multidisciplinary expertise to navigate the complexities of the portfolio transaction. It was a collaborative process, with our team working seamlessly with the joint venture and Knight Frank to successfully complete the sale, which is among the largest to close in 2024.”

This latest deal follows Shoosmiths’ work advising Housing Growth Partnership on its joint venture with PLATFORM_ to deliver a 451-apartment BTR scheme in Leeds.

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