Housing corporate services

Our housing corporate team combines an in-depth knowledge of the housing sector with the business expertise of a market-leading law firm to bring a unique service offering to our clients. In an increasingly commercial world, housing associations need access to top class corporate legal services in addition to expertise in housing law. At Penningtons Manches Cooper, our housing lawyers provide exactly that.

Corporate and commercial experts for the housing sector

We advise on all corporate activities undertaken by housing associations. Our team has specific expertise in mergers (and de-mergers), group re-organisations and re-structures, corporate joint ventures, acquisitions or disposals of commercial subsidiaries, commercial projects and specialist commercial advice. We also provide guidance on the associated regulatory, charity law and governance issues.

On numerous occasions, we have helped bring associations and groups together in a variety of different types of merger. We have assisted them in establishing new partnerships and advised on the handling of intragroup matters including governance, funding and intragroup contractual arrangements. We are also one of the very few law firms with specific experience of cross-border mergers and of demerging subsidiaries from a group.

As the development of new homes becomes an ever more expensive and risky business, we help our association clients to set up and operate corporate joint ventures with private developers, local authorities and others to share the risk and costs. We are experts in structuring joint ventures to maximise the chances of success and to minimise areas of uncertainty for our clients. Additionally, we assist on grant agreements (whether from Homes England/Greater London Authority or other grant making bodies) and provide guidance to our housing clients on their obligations under these arrangements.

The team has always given excellent and timely advice and they’re always available to answer questions.

Chambers UK

As a multi-disciplinary practice, we have access to a range of corporate and commercial legal experts that many other specialist housing law firms cannot match. Whether it is procurement, state aid, tax saving structures and advice, IT projects and data protection/Freedom of Information Act requests or simply private sector corporate/commercial advice for your non-housing association subsidiaries, our housing lawyers can help you successfully navigate through the legal minefields.

Our expert dispute resolution lawyers are always on hand to help resolve any commercial disputes that our housing clients may have. They are skilled in all forms of dispute resolution including mediation and arbitration as well as litigation through the courts and focus on protecting our clients’ reputational and commercial interests. We are also specialists in charity law, co-operative and community benefit society law, company law and housing regulation. This level of technical expertise ensures that our advice takes account of all legal factors relevant to your organization.

How we help our clients

Mergers and demergers

Group re-organisations and re-structures

Corporate joint ventures

Acquisitions and disposals of commercial subsidiaries

Commercial projects

Grant agreements

Specialist commercial matters including procurement, state aid, VAT saving schemes, IT and data protection

Governance issues including those involving charity law and vires

Useful resources

Recent work highlights

Full support on housing association merger

Advising on the merger of two housing associations by a transfer of engagements, including relevant documents for both associations, TUPE advice, tenant consultation and pension obligations. We also drafted relevant board and shareholding member resolutions, whilst liaising with the FCA.

Legal due diligence for merger

Performing due diligence on a housing association as part of a proposed merger, where the housing association was under regulatory supervision and the merger could adversely impact our client’s credit rating or tip it into regulatory difficulties.

Corporate acquisition of registered provider

Advising on the acquisition of a for-profit registered provider, including detailed due diligence and negotiating a share purchase agreement and association documents, which required a comprehensive understanding of the corporate, transactional structuring and governance requirements.

Commercial cost sharing arrangements

Reviewing and advising on a suite of documents relating to a cost sharing arrangement to leverage HMRC’s VAT cost sharing exemption, including appraising the proposed group structure and the various necessary agreements, and providing a detailed risk report.

Advice following developer administration

Assisting a housing association which had purchased units from a developer that went into administration, resulting in an unfinished estate road and management company that had not been handed over to the residents and was about to be struck off.

Joint venture in affordable housing

Setting up a joint venture between a housing association and a local authority. Our clients wanted to collaborate to promote housing-led developments and generate additional income through residential landlord activities, thereby maximising capacity for each to deliver their strategic aims.

Case studies

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