Following engagement with the Regulator of Social Housing, our team acted as corporate and governance legal advisers to a housing association based in the North West and its wider group, which included a registered charity and various commercial entities, on a full group restructure.
We worked in partnership with the client’s in-house governance team to implement a revised governance structure which included a common board structure and bespoke training to the board and executive team on the new arrangements.
We led a multi-disciplinary Penningtons Manches Cooper legal team to advise on all aspects of the restructure from its inception, including tax, pensions, employment, funding and housing management, and liaised with regulatory bodies including the Regulator of Social Housing, the Charity Commission, the Financial Conduct Authority (FCA) and Companies House.
In addition to advising on the expectations and requirements of the Regulator, our lawyers advised on how to restructure the group in order to meet these requirements. The objectives of the restructure included streamlining the governance and corporate arrangements for the group, deriving value for money, maintaining regulatory compliance, and future-proofing the new group structure to accommodate its strategic aims.
Our lawyers drafted all the corporate and governance documentation to effect the restructure including the conversion of a limited company to a community benefit society; the transfer of engagements between community benefit societies; the business transfer of a registered charity/registered company to a community benefit society; the dissolution of a registered company; and the new constitutional documents for each group entity.
The team also negotiated and obtained the necessary funders’ consents to the restructure, advised on the tenant consultation requirements, and provided advice on charity law requirements in relation to governance arrangements and asset transfers.