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June 29, 2018

JUNE'S NEWSLETTER

Corporate News

Greenaway Scott advises the management team at Port Talbot-based mechanical engineering firm JM Fabweld on their recent management buy-out.

Established in 1968 J M Fabweld has provided guidance for a variety of application in general and heavy industrial engineering, specialising in the manufacturing and refurbishment of industrial plant, machinery and infrastructure.

 

The buyout by long-term managers Rhys Howell and Lee Sexton was backed by Barclays with advice from Greenaway Scott, Verde Group and accountancy firm Graham Paul.

 

Howell said: "This is a great opportunity for us to take Fabweld forward, building on the tireless work put in by the outgoing directors.

 

"As we grow we hope to create new employment opportunities in the local area and to further invest in our in-house capacity.”

 

Sexton said: "With the buyout now complete we look forward to developing, and expanding, our current client base."

 

Leanne Thomas, Associate Director commented "We were delighted to have had the opportunity to work with the management team throughout the process of the MBO and look forward to seeing the team develop the company’s full potential in the future.”

Led by corporate director Matthew Sutton, Greenaway Scott advises one of the world’s largest medical device companies, Clinical Innovations LLC

Led by corporate director Matthew Sutton, Greenaway Scott advises one of the world’s largest medical device companies, Clinical Innovations LLC on their cross-border acquisition of Australian distributor JB Medical Supplies Pty Ltd.

 

Clinical Innovations which is a specialist in labor and delivery and neonatal intensive care products is owned by EQT, a leading investment firm with approximately EUR 50 billion in raised capital across 27 funds. Formed in 1993, Clinical Innovations is celebrating its quarter-century anniversary throughout 2018.

 

The deal strengthens Clinical Innovations’ position in the sizable Australian market and supports the company’s broader global growth strategy. JB Medical Supplies, Australia’s leading obstetrics distributor, will operate as a wholly owned subsidiary of Clinical Innovations.

 

The Salt Lake City Company bought JB Medical Supplies from the family of the late Dr. Aldo Vacca, a trailblazer in the vacuum method for operative vaginal delivery, a technology used in about 10 percent of births globally and a key component of the Clinical Innovations product offering. More than 10 million of the company’s Kiwi® Vacuum Assisted Delivery System devices have been deployed worldwide.

 

“The Vacca family is a leader in the world of obstetrics whose work has improved the lives of countless mothers and babies across the globe,” said Ken Reali, president and CEO of Clinical Innovations.

 

“Partnering with them on this deal is an honor and having JB Medical as part of our company will accelerate our growth in Australia.”

 

With market-leading products such as the ebb® Complete Tamponade System, traxi® Panniculus Retractor and babyLance™ safety heel stick, Clinical Innovations has a presence in more than 90 countries. The company has quickly grown its global footprint in recent years, expanding to new territories, including underserved markets in Southeast Asia.

 

JB Medical Supplies, which offers customers innovative products as well as support services aimed at ensuring clinician confidence and optimal patient outcomes, will continue to be led by CEO John Gairns.

 

“I am thrilled to work with the Clinical Innovations team,” Gairns said. “Being part of one of the world leaders in obstetrical and neonatal care will add to the JB Medical growth strategy.”

 

“Through John’s dedication and the tireless efforts of his entire team, JB Medical has built a world-class operation with a philosophy that’s perfectly in-sync with the way we do business,” said Steve Cash, senior vice president of global sales at Clinical Innovations.

 

“We’ve long enjoyed a tremendous relationship, and this acquisition will allow us all to accomplish even more.”

 

Matthew Sutton, Corporate Director of Greenaway Scott commented "Having previously worked with Clinical Innovations we were delighted to advise on this acquisition alongside our wider international team and we look forward to assisting them further with their impressive worldwide expansion plans.”

 

Commercial news

Cybersecurity Directive

The Cybersecurity Directive (also known as the National and Information Security Directive or NIS Directive) was adopted on July 6th 2016 and took effect in August 2016. From August 2016 EU Member States had 21 months to integrate its requirement into their national laws. The Directive was adopted and published by the UK on 9th May 2018 and the measures were put in force from 10th May 2018. The purpose of the Directive is to ensure the security of the IT systems on which data may be processed. The Directive was proposed following the realisation of the seriousness of a cybersecurity incident.

 

The Cybersecurity Directive sets requirements on network and information securities including a number of requirements around incident response and implementation of technical security measures based on risk. The aim is to improve cross border cooperation in information and network security and foster a culture of risk management.

 

The Directive applies to operators of essential services (including transport, health and energy) and also to digital service providers (such as online marketplaces, search engines and cloud services. Operators of essential services are known as OESs and digital service providers are known as DSPs. Originally banking and financial infrastructure was to be included within the definition of an OES, however these sectors were omitted as equivalent procedures were already in place in these areas. The Directive applies to OESs and DSPs that are established in the EU and provide services to those based in the EU. DSPs that are based outside of the EU but are providing a service to those within the EU are required to appoint an EU-based representative to act on their behalf to ensure compliance with the Directive.

 

OESs include energy, transport, health, drinking water supply and distribution and digital infrastructure. OESs that satisfy the threshold criteria must notify the designated competent authority that they are an OES before 10th August 2018. The threshold criteria for each subsector is set out in schedule 2 of the Directive. The competent authority also has the ability to declare an OES if certain conditions are met and that the company is likely to have significant disruptive effects on the provision of essential services.

 

OESs are responsible for ensuring that the relevant security requirements are met throughout the supply chain. This can be achieved through contractual arrangements including clauses relating to auditing and compliance. However, guidance states that each supplier/contract will require different levels of protection based on the level of risk associated with them, therefore it is not a one size fits all situation.

 

DSPs include online marketplaces, online search engines and cloud computing services. The ICO is designated as the national competent authority for the relevant DSPs which are known as RDSPs. A RDSP is defined as being a person who provides a digital service in the UK that has a head office in the UK and is not a small or micro enterprise. A small enterprise is defined as an enterprise that holds fewer than 50 employees and has less than €10 million euro annual turnover. A micro enterprise is an enterprise which employs fewer than 10 people and has an annual turnover of less than €2 million. A DSP must notify the designated competent authority that they are a DSP before 1st November 2018.

Penalties for non-compliance must be effective, proportionate and dissuasive. The UK penalty can be up to £17,000,000.

To ensure compliance with the Directive organisations that fall within the scope should ensure that they contact the relevant authority before the required date. A Computer Security Incident Response Team (CSIRTs) will be created in each member state and those caught by the Directive should contact the CSIRT to obtain information to prepare themselves for security threats and current cybersecurity issues. A range of security measures should be implemented and conduct risk assessments regularly to mitigate any identified risks. Processes should also be implemented to deal with any security incidents. 

 

If you would like advice on the Cybersecurity Directive and the effect it may have on your commercial contracts please contact the Commercial team by emailing commercial@greenawayscott.com.

Employment news

Flexible working is becoming the norm – what are the benefits to your business and why should you embrace the revolution

Finding the best emerging and established talent is now more important than ever. In an age where the people, rather than the idea can be the difference between a business dominating the landscape of its industry and failing miserably, finding the best personnel out there is imperative to success.

 

Top talent is increasingly able to choose employers who offer the best working environment and therefore businesses are having to become more focused on adapting working conditions and practices to ensure that they attract and retain the most proficient employees. Flexible working is key to this as it allows staff to work the hours that suit them from a convenient location allowing them to benefit from levels of freedom at work and work life balance which would previously have been unthinkable.

What are the employees’ rights?

All employees have a legal right to request flexible working provided that they have worked for the same employer continuously for at least 26 weeks, and while employers are not obliged to accept, they must deal with requests in a ‘reasonable manner’. What is classed as reasonable is a contentious issue and failure to act reasonably may give rise to an employment tribunal claim.

 

In order to satisfy the reasonableness requirement, employers should consider the request carefully looking at the benefits of the requested changes in working conditions for the employee and the business and weighing these against any adverse business impact of implementing the changes. A meeting should be held to discuss the employee’s request and an appeals process should be implemented. If a request is rejected, it must be for one of the following business reasons: 

 

  1. The burden of additional costs;
  2. An inability to reorganise work amongst existing staff;
  3. An inability to recruit additional staff;
  4. A detrimental impact on performance;
  5. A detrimental effect on ability to meet customer demand;
  6. Insufficient work for the periods the employee proposes to work; or
  7. A planned structural change to the business.

Types of flexible working

There are many ways in which employers can implement flexible working, some of the most popular are:

 

  1. Job sharing - one job is split between two people who split the hours;
  2. Working from home;
  3. Part-time – working less than full-time hours;
  4. Compressed hours – working the same number of hours over fewer days;
  5. Flexi-time – employees can choose when to start and finish work;
  6. Annualised hours – similar to flexi-time, working a certain number of hours per year; and
  7. Staggered hours – having different start, finish and break times for different workers.

 

Some or all of the above may not be appropriate for certain industries, such as a labourer working from home or a doctor working flexi-time, in which case an employer can reject an employee’s request if it has a good business reason for doing so.

What are the advantages to employees working flexibly?

Flexible working is great for morale and productivity and has been shown to cut costs for both businesses and employees. The sense of trust and responsibility that this provides is empowering for employees and is more likely to result in increased productivity and commitment to the role.

 

In addition to this, flexible working allows employees to manage their time better and allows them to tend to matters outside of work that are unforeseen or urgent.

 

Allowing flexible working (if appropriate to the needs of the business) is likely to increase employee well-being and quality of life. Mobile working can also eliminate the need for businesses to commit to long term leases on office premises, saving further costs. Flexible working including working from home is also likely to reduce sickness absence and high staff turnover.

Flexible Working Requests

The Employer has to be able to demonstrate that it has fully considered the flexible working request and if it decides to decline the request then it should state the reasons for this (as mentioned above). As mentioned earlier, flexible working requests must be considered in a reasonable manner. While employees have no statutory right to an appeal, an appeals process is likely to satisfy the ‘reasonable manner’ requirement.

 

Greenaway Scott is able to fully advise you in these circumstances should you require assistance.

Conclusion: flexible working is here to stay

Flexible working by definition is to work in a way that suits an employee’s needs. If meeting an employee’s needs is unlikely to have a detrimental impact on business, employers may wish to seriously consider implementing flexible working practices, not only to attract people but also to retain them.

 

Being first in and last out is no longer an indication of an employee’s productivity. Flexible working is becoming more and more popular and as company adoption of these working practices increases it may ultimately put pressure on those who do not offer flexible working to provide it as a matter of course.

 

The employment team at Greenaway Scott are more than happy to assist with any clarification or further information regarding recruitment. Please contact us at employment@greenawayscott.com.

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