Investment agreement This Practice Note serves as a guide for a drafter when drafting and/or reviewing an investment agreement (also known as a subscription and shareholders’ agreement), involving the subscription for shares (and, possibly, loan notes) in a private limited company (incorporated in England and Wales) by a private equity (or venture capital) fund investor (the investor) and members of a target company’s senior management team pursuant to a management buyout (MBO) transaction, where the transaction involves split exchange and completion (ie there are conditions to completion of the investment agreement). Set out below are issues to consider when drafting and/or reviewing the key provisions of an investment agreement (IA). Parties The investee companies In a typical buyout transaction, the most basic structure is for a new company to be incorporated to buy the target business or company (target). More commonly, however, a buyout structure involves the incorporation of two or more new companies, each of which has a different function within the new group. Even more complex structures can involve the investor incorporating

Articles of association This Practice Note serves as a guide for a drafter when drafting and/or reviewing articles of association (articles) of a private limited company (incorporated in England and Wales) backed by a private equity (or venture capital) fund investor (the investor) and members of a target company’s senior management team pursuant to a management buyout (MBO) transaction. Set out below are issues to consider when drafting and/or reviewing the key provisions of such a document. Model articles The drafter will need to take instructions from the parties on which provisions of the model articles for private companies limited by shares contained in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229) (Model Articles) will apply to the investee company in which they will hold their shares (Company). Typically, the parties will include a provision in the Company’s articles specifying that the Model Articles will apply to the Company and then: • list in a specific article which provisions of the Model Articles do not apply to the Company

This Practice Note looks at independent business reviews (IBRs) and aims to: • provide high level guidance on an IBR • identify when an IBR may be requested • identify potential areas of conflict • highlight common scope and report contents • highlight common outcomes of an IBR, and • highlight some key issues when being engaged What is an IBR? The purpose of an IBR is often misunderstood and may be viewed as a precursor to an insolvency or withdrawal of support by a lender. While either of these may be an outcome, an IBR is a valuable tool to provide an external view to a stakeholder as part of their decision-making process. It is an independent, objective, unbiased assessment, often covering the current and future trading status of a company and helps ensure the company and its stakeholders (mainly lenders and investors) are assessing their options based on a common understanding of agreed facts. While typically most IBRs are focused on the historical and future

This guide This guide has been written to address the practicalities of leadership. If you find yourself in a leadership role for the first time, this guide contains some helpful ideas that will get you started. If you are an experienced leader, you will benefit from some fresh perspectives. The ideas in this guide reflect a pragmatic view of leadership and the development of leaders, focusing on the real problems and opportunities that they face. Leadership in the hot seat Most experienced leaders will say their role is difficult and complex and look cynically at those books providing the five, seven or ten things that make great leaders. After all, if successful they would have produced a lot of great leaders, but they haven’t. This guide aims to help you consider your own unique leadership context in which you work and the kind of leadership that you might be called on to deliver. In-house counsel are faced with particular leadership challenges. They must move away from tried and trusted

The leader as business partner This guide has been written to address the practicalities of leadership. If you find yourself in a leadership role for the first time, this guide contains some helpful ideas that will get you started. If you are an experienced leader, you will benefit from some fresh perspectives. The ideas in this guide reflect a pragmatic view of leadership and the development of leaders, focusing on the real problems and opportunities that they face. Produced in partnership with Cranfield School of Management. This section looks at the challenge faced by the leader in understanding the nature of the business context in which the organisation operates. There are many tried and trusted tools for strategic analysis that will help the leader formulate their view of the business position and its organisational context. We will look at three of them. The first, the SWOT analysis, gives a broad business overview. The second, the value chain, gives insight into the added

This guide has been written to address the practicalities of leadership. If you find yourself in a leadership role for the first time, this guide contains some helpful ideas that will get you started. If you are an experienced leader, you will benefit from some fresh perspectives. The ideas in this guide reflect a pragmatic view of leadership and the development of leaders, focusing on the real problems and opportunities that they face. Produced in partnership with Cranfield School of Management. Leadership, power and politics 'Power is the capacity to translate intention into reality. Leadership is the wise use of power.' So said the American leadership writer and thinker Warren Bennis. In most organisations leaders will find themselves operating by bargaining between agendas held by different individuals and groups. Assess your own and others’ power bases It is important that you are aware of your own power bases since this will affect your ability to influence effectively and results will suffer accordingly. Do you know where your power comes

This guide has been written to address the practicalities of leadership. If you find yourself in a leadership role for the first time, this guide contains some helpful ideas that will get you started. If you are an experienced leader, you will benefit from some fresh perspectives. The ideas in this guide reflect a pragmatic view of leadership and the development of leaders, focusing on the real problems and opportunities that they face. Produced in partnership with Cranfield School of Management. Learning to be a leader Key questions: • what are the leadership skills and qualities I bring to the business? • how able am I to read business priorities and contribute effectively to the business? • do I understand and act on these business needs? • what are my personal values and do they gel or clash with business needs? The answers to these questions will help you to think about what you need to develop. From what you have read in this guide, where

This Practice Note aims to provide practical guidance to those working within a local authority in England or Wales to deal with licensing fees and levies. Local authorities can, of course, be required to administer a range of licences or approvals, from licences for the sale of alcohol and the provision of regulated entertainment, to taxi licences, or licences for street trading. This Practice Note is not intended to provide detailed advice on the setting and/or recovery of fees under every licence regime, but will give broad guidance on the key issues for consideration. Licensing fees and levies Licensing fees essentially fall within three different categories: • fees which are set by statute and cannot be amended by individual local authorities • fees which are set locally to cover the cost of administering/managing those regimes • fees which are set locally but are subject to a cap/ maximum limit imposed by statute Statutory fees There are a number of licensing regimes where the local authority has no discretion as to

Introduction Operations management is about getting things done to serve the customer: transforming inputs, whether materials or information from customers, and using facilities and staff to provide a service or product to the customer. It is therefore a key part of any business. The creation and provision of customer value is the core rationale for operations management. The customer, therefore, is and must be the central focus of any organisation and smooth delivery is vital. Why operations management is increasingly important The business environment is putting increasing pressure on companies’ operations. For example, cost competition is becoming increasingly severe, while at the same time customers are demanding better value for money. Technologies are changing and the combination of all of these things means product and service mix and ranges are increasingly changing. The effect on operations is to deal with increasing complexity: globalisation has become more common, technology is providing more and more information, and supply

Perspectives on operations management: process management There are many ways to improve the service you provide. One important way is to take the perspective that the service you provide is a process—or series of processes—that crosses functions and departments. The key objective of operations management is to provide best value to the customer by managing all of the links in the delivery process through process management. What are processes? Processes are fundamental ways through which value is created and may be defined as 'any activity or group of activities that takes an input, adds value to it, and provides an output to an internal or external customer'. Processes are, in effect, capabilities and it is through capabilities that the organisation competes. Controlling processes A key operational performance objective is to achieve consistency of outcome for customers (most organisations report that reliability is one of the most significant factors in influencing customer satisfaction), in other words saying what you do and doing what you say. Many operations utilise the

Performance management and measurement Earlier, we said that operations managers are constantly having to juggle a variety of objectives, based on cost, dependability, quality speed and flexibility. But how do you know if you are getting better or worse? Measures are often put in place to guide operational decision making to achieve objectives. Measures and standards can play a vital role in the management of operations and serve to pinpoint and motivate action to maintain and improve performance, both in the short and long term. Such measures need to reflect what matters in the organisation and their links to its strategy. Setting and measuring customer-focused standards The benefit of setting measures of performance that relate to the customer is the development of a customer-oriented organisation. Clear customer-related standards help improve understanding and provide an indicator of what needs to improve. They also help to provide a goal for motivation and an opportunity for a sense of achievement through feedback on performance success and improvement. The starting place for setting standards of performance

Operations management qualities and behaviours for success A list of core competencies for a service operations approach includes the following: • reliability and consistency, even under pressure • responsiveness—being alert and responding to customers in a friendly manner • overall competence—having professional knowledge and know-how to give the right advice • access—displaying an open and approachable manner • courtesy—recognising how customers expect to be treated and dealing with them in a polite manner • communication—having the fluency and skills to read signs (verbal and non-verbal) and respond orally or in writing in a clear manner • credibility—establishing a sense of confidence in the customer’s mind that you are representing the organisation • understanding the customer—generally recognising their needs Leadership implications There is plenty that can go wrong with operational improvement. Here are some common issues: • risk-aversion or complacency • inflexible or parochial organisational structures and ‘silo’ mentalities • ‘one-size-fits-all’ approaches that ignore locally specific issues • unclear roles and responsibilities for improvement • lack of leadership from the top • initiative