Conexus Law recruits EY Director Chris Perrin

Conexus Law has recruited EY director Chris Perrin as a partner. Chris, an experienced commercial technology and data lawyer with FTSE 100 in-house credentials, will be the firm’s third partner. He will join on 11 April as head of the Commercial, Technology & Data team to meet client demand for complex commercial technology contracts including business process and IT outsourcing; SaaS; IT hosting, support and maintenance; software development and emerging technologies.

Chris joins from the Commercial and Digital team of EY Law in London where he provided high value strategic commercial technology advice to a wide variety of technology and technology-enabled businesses and was a leader for the UK & Ireland in strategic procurement and outsourcing. Chris was previously head of legal, technology and broadcast operations at ITV via career progression at Fieldfisher and Nabarro LLP (now CMS).

Ed Cooke, managing partner Conexus Law said: “Chris’s career background – a dedicated pedigree in technology combined with an entrepreneurial drive and a fascination with emerging technology – make him a perfect partner for Conexus Law. With proven client service skills and experience of working globally with a variety of professionals to deliver client demand, Chris will be working with our existing clients and leading the development of our commercial, technology and data offerings. We’re thrilled he is joining our leadership team at such a pivotal time.”

Chris Perrin said “A pioneering firm with a passion for technology that matches my own presents a unique career opportunity for me. What Conexus Law clients and lawyers have in common is a total focus on existing, emerging and new technologies. Meanwhile, the firm’s successful operating model really does take advantage of everything technology can offer. There is so much potential here to deliver innovative legal solutions in cutting edge space. I’m looking forward to joining this ambitious top-quality team and taking a lead role in achieving its exciting vision.”

Conexus Law is a rapidly growing boutique law firm working exclusively with clients operating at the intersection of the built environment, technology and people. The firm was founded by Ed Cooke, ex-DLA and Bird & Bird partner, with a strong following of data centre clients. Head of construction Earle Brady was appointed partner last year after career roles at DLA Piper and Addleshaw Goddard. Conexus Law is steadily building a team of partners and specialist lawyers to support its growth, with other recent appointments including ESG specialist Jane Pittaway and commercial and data privacy lawyer Andrew Elishahoff.

For more information please contact Ed Cooke on 0207 390 0280.

Improve your EPC rating ahead of the 1 April MEES deadline.

A timely read for landlords from our Real Estate Lead, Emma Cordiner. Because of the updated energy efficiency calculator, you might be able to improve your EPC rating ahead of the 1 April MEES deadline.

Recently, I learned that the way EPC ratings are actually calculated was adjusted in mid 2022. As a result, properties heated using electricity may have an improved EPC rating if re-assessed now. Read on for more on this, and the upcoming MEES changes.

The real estate sector is aware of the 1 April 2023 deadline for compliance with changes to the Minimum Energy Efficiency Standards (MEES). In short, subject to certain exemptions, it will be prohibited to let or continue to let a sub-standard commercial property (those with a rating below “E”) beyond 1 April 2023, with penalties including fines of up to £150,000, and the naming and shaming of non-compliant landlords.

Landlords will likely be aware of any improvements they need to make to any sub-standard properties prior to the deadline. But for any landlords who haven’t quite got around to implementing these, there is one thing that may be worth doing: if the property in question is heated using electricity, consider getting a new EPC.

In June 2022, “SBEM” (essentially the energy efficiency calculator for commercial property) was updated to version 6.1. Of note, were changes to the “calculator” which saw the very significant reduction of the carbon emissions factor associated with properties’ electricity usage. The rationale? Because a sizeable proportion of the UK’s electricity is now sourced from renewable or low carbon sources. The result has been that when assessed using the new version of SBEM, many properties have better EPC ratings than they had when they were assessed using the 2013 version of the calculator.

Whilst the focus is currently on April 2023 and achieving ratings of E and above, government proposals look set to require submission of a valid EPC to a new online database for every let commercial property by 1 April in both 2025 and 2028. It’s then likely every such property will need to have a C or above rating by 1 April 2027, and then a B or above rating by 1 April 2030, or, by either such date, have achieved the highest rating achievable using a “cost-effective package of measures”.

All “some way off”, but improvement works take time to plan, cost, schedule, and to obtain consents for – from tenants, superior landlords, lenders, possibly the planning authorities. If the sale, financing or refinancing of a property is on the agenda, prospective buyers and lenders will be looking keenly at EPC ratings and at proposals for improvement – these will go to property value, and lending decisions, well ahead of any actual deadlines. Then there is the matter of being able to continue to let, and re-let investment property – from a regulatory perspective, but existing and would-be tenants will also have a sharp eye on all things energy efficiency, sustainability, and social responsibility – plus their own and by association, their landlords’ reputations. For landlords, any shortcomings will feed into marketability and the rent achievable.

Economic Crime (Transparency and Enforcement) Act 2022: Key Points to Note in January 2023

Emma Cordiner provides a timely reminder that the transitional period on the Economic Crime (Transparency and Enforcement) Act 2023 is about to expire. With just days until the deadline, Emma recaps on what the legislation requires.

Economic Crime (Transparency and Enforcement) Act 2022: Key Points to Note in January 2023

As part of the government’s bid to make UK property ownership more transparent, the Economic Crime (Transparency and Enforcement) Act 2022, or “ECTEA”, was enacted in March 2022 and largely came into effect on 1 August 2022, with practical application to real estate transactions with effect from 5 September 2022.
At this point in time, late January 2023, the transitional period applicable to many key provisions of ECTEA is just about to expire. Here, we will briefly recap the requirements for overseas entities owning UK property as at 31 January 2023, and take a look at some key points that any entity owning, or seeking to own property in the UK (note, this overview deals with application in England and Wales), now needs to be mindful of – whether they are an overseas entity or a party looking to transact with an overseas entity.

What did ECTEA do?

ECTEA introduced a new register of overseas entities at Companies House on 1 August 2022. The impact of this is significant, and also retrospective.

ECTEA’s definition of overseas entity is broad and as it stands, no regulations have been made so as to identify any exempt overseas entities (although there is scope for this). For now, it should be assumed that ECTEA applies to any overseas law-governed corporate body, partnership, or other entity which is not a “natural person” (and so we have not further referenced the concept of exempt overseas for the purposes of this note).

Any overseas entity acquiring a freehold interest in property or a lease for a term of more than seven years (a “qualifying estate”), must have registered the details of its beneficial ownership on the new register at Companies House. If it has not, it will not be able to apply to register its interest at the Land Registry – this means it will not ultimately be able to acquire legal title to the property.

ECTEA is retrospective too in that it requires any overseas entity which acquired a qualifying estate on or after 1 January 1999 to 31 July 2022 to register details of its beneficial ownership on the Companies House register during ECTEA’s transitional period – this period expires on 31 January 2023. Failure to comply means that the entity won’t be able to transfer the property, or grant a legal charge over it, or a lease of it for more than seven years. Moreover, the entity and its officers will have committed a criminal offence.

Registration of beneficial ownership details is not the end of the matter: details must be up to date – ECTEA imposes annual updating obligations on overseas entities, although updating periods can be shortened (which may prove useful if seeking to contractually oblige a party to a transaction to update its beneficial ownership details ahead of a key transaction dates such as exchange or completion). Failure to comply with updating duties is a criminal offence.

Property transactions: the questions to ask and expect going forward

When their prospective buyers and tenants of qualifying estates are overseas entities, sellers and landlords need to know that these entities are registered on the Companies House register, have an ID number and that they have complied with their updating duties so as to be satisfied that they will be able to become the registered proprietor of property. This is important for sellers looking to dispose of property and the liabilities that come with property ownership, and important for landlords who need to be certain that their tenants are “tenants at law” and capable, for example, of receiving certain notices which may be served under a lease: break notices, 1954 Act notices and the like. Buyers and tenants will likewise want to make the same checks in respect of overseas entity seller and landlords to make sure that they can actually dispose of property being purchased. Lenders taking legal charges over property owned, or to be acquired by overseas entities will need to make such checks of their overseas entity borrowers. All of these checks will become standardised within due diligence processes as ECTEA embeds.

Parties dealing with overseas entities should look for contractual protection in transfer and lease documentation: indemnity-backed obligations on overseas entities to be and to remain appropriately registered and otherwise ECTEA-compliant, and to properly submit (where relevant) all requisite information as part of any Land Registry applications flowing from property transactions. Lenders will need to impose, and borrowers should expect to have to satisfy and comply with, appropriate conditions-precedent and loan covenants, dealing with borrowers’ overseas entity register registration, and the updating of beneficial ownership details.

How ECTEA is imposed in practice

What will make ECTEA bite in practical transactional terms? The Land Registry will place a restriction on the title of every qualifying estate where it is satisfied that an overseas entity is the registered proprietor, and that it became so pursuant to an application made (to the Land Registry) on or after 1 January 1999 and before 1 August 2022. The restriction will have the effect of prohibiting the future registration of transfers, leases for a term of more than seven years, and the grant of legal charges, unless at the time of the disposition, the overseas entity:

  • is registered and has complied with its updating obligations; or
  • is exempt (albeit as above, there are not yet any exempt overseas entities identified); or
  • a statutory exemption applies to the disposition. The statutory exemptions are dispositions:
    • made by operation of law or, pursuant to a court order or a statutory obligations;
    • made pursuant to a contract pre-dating the entry of the restriction on to the register;
    • made pursuant to the exercise of a registered chargee’s power of sale or a receiver appointed by such chargee;
    • to which the Secretary of State consents – note, this power is narrow, dealing with disponees that could not have known about the prohibition on a disposition, and further regulations may yet be made; or
    • made by a “specified insolvency practitioner” – this definition has not yet been legislate for.

The restriction entered on to the register will take effect on expiry of ECTEA’s transition period i.e. 31 January 2023.

For overseas entities seeking now to become the registered proprietor of qualifying estates, they won’t be able to apply to the Land Registry to register their property interest, without having complied with ECTEA and having provided the relevant information within their application to the Land Registry. As above with existing qualifying estates, a restriction (taking immediate effect) will be placed on the title to the property prohibiting the registration of transfers, leases of more than seven years, and the grant of legal charges.

ECTEA makes it a criminal offence for an overseas entity (and every officer in default) to make a registerable disposition which cannot be registered, whether because the restriction on title cannot be complied with, or because the overseas entity has not complied with the applicable overseas entity registration rules.

Final thoughts

Given that the thrust of ECTEA is transparency of property ownership, even if as at 31 January 2023 a particular overseas entity is no longer the registered proprietor of a qualifying estate, it may still need to provide information to Companies House in respect of relevant dispositions of property between 28 February 2022 and 31 January 2023 and its beneficial ownership at that time. Again, there are criminal sanctions for non-compliance.

On a practical level, ECTEA raises additional due diligence points as above for parties to property transactions and those advising them. There will also be extra considerations around the mechanics of certain transactions – overseas entity sellers, landlords and mortgagors/borrowers need to be registered/compliant at the time of a disposition. Buyers, tenants and mortgagees need to be registered/compliant at the time of application to register the disposition at the Land Registry. In some cases a party will wear more than one hat – one simple example is the overseas entity mortgage-funded buyer – it’s not until it makes its Land Registry application to register its newly-acquired property that it needs to be on the overseas registered for ECTEA purposes – but it can’t buy the property without the mortgage and it can’t grant the necessary legal charge over the property unless it is registered/compliant with ECTEA at the point in time where it grants the legal charge. The transfer and registration mechanics of multi-party transactions will also warrant additional attention for example, a sub-sale of property where the intermediate party is an overseas entity.

Note, where property is being transferred by way of share sale, whilst Land Registry mechanics will not come into play, questions around an overseas entity target’s registration status will be just as pertinent from a legal compliance perspective, as they will be if a legal charge is being granted as part of the wider transaction.

Where there are overseas entities as parties to transactions, heads of terms might now usefully make reference to evidence of overseas entity registration to get this point in hand early on at a commercial level, as well as appropriate broader reference to contractual provisions to deal with the point.

ECTEA has the potential to be hugely consequential for non-compliant overseas entities and their officers, with the threat of both criminal sanctions the scope to prevent dealings with, or raising capital against property. Therefore, where businesses are transacting UK property using overseas entities, or where such entities are otherwise a party to such transactions, ECTEA requires careful attention to be paid to any overseas entity’s registration status, and in turn its ability to dispose of or register its interest in property, as the case may be.

Jane Pittaway joins Conexus Law

2023 will be the year all businesses (yes, every single one) need to put ESG right at the top of their corporate priorities. And quickly. Which is why Conexus Law has recruited climate conscious contracts lawyer and sustainability specialist Jane Pittaway. With an ever increasing volume of ESG legal requirements coming through, Jane can ensure the firm’s clients are future fit and climate resilient.

“No business or sector is immune” according to Jane who will deliver tailored climate and ESG programmes alongside the Conexus Law team sector experts across the Digital Infrastructure, Construction, BuildTech, Sport and Energy sectors.

Conexus Law Managing Partner Ed Cooke; “With Jane’s expert advice, our clients can minimise risk and maximise opportunities whilst accelerating the climate transition.”

A commercial partner with extensive international experience, Jane is executive vice-chair at Lawyers for Net Zero a non-profit organisation engaging and supporting GCs and their teams to take climate and ESG leadership and deliver climate action to tackle the climate and ecological crises. Jane works directly with GCs or leadership teams.

Please contact Ed Cooke ([email protected]) or Jane Pittaway ([email protected]) to book a Discovery Session directly with Jane.

Now Recruiting – Commercial Technology Partner

We are now recruiting for a Commercial Technology Partner.  For more on Conexus Law, our firm, our values and our culture, please see our Recruitment Brochure.  Further information and application details can be found here: https://www.conexuslaw.com/job/commercial-technology-partner/

 

Partner Appointment for Conexus Law

Mission critical project construction specialist Earle Brady has joined Conexus Law as a partner. Brady, whose career includes senior construction roles at DLA Piper, Addleshaws and Napthens LLP in addition to an in-house role at Kingspan Energy, has built a reputation supporting the delivery of major projects with full service legal advice across the Energy, Mining, Real Estate, Sports and Leisure, IT, Rail and Education sectors. He has worked as a consultant with Ed Cooke, Conexus Law founder and managing partner, since the firm’s inception through his practice esb legal Limited. Brady’s clients have transferred to Conexus Law where he will continue to be their lead partner.

Conexus Law is a rapidly growing boutique firm which works exclusively for organisations working at the intersection of technology, the built environment and people.

Ed Cooke; “Earle is an exceptional construction lawyer with a rare full-service skillset and the ability to work with clients on projects requiring a global overview at scale. He totally gets the bigger commercial, always time critical, picture in which our clients are working. Earle’s loyal client following speaks volumes for how highly regarded he is and we are looking forward to working with the impressive clients who have joined us with him.”

Earle Brady; “I’m thrilled to be joining the Conexus Law partnership at such a pivotal moment in its development and growth and, importantly, making my contribution towards its progress. This is a firm with a clear market focus and a model of working that delivers for clients and our lawyers. The firm already has a strong client base, especially in the Technology Infrastructure space, with exactly the scale of big project work I do. And the team of consultants here are superb.”

Brady is one of several planned partner hires for the next 12 months as the firm sets out on its rapid growth trajectory through recruitment and organic growth.

Ed Cooke; “We’re really keen to hear from real estate, corporate and technology partners who meet our specific criteria including big firm experience, an entrepreneurial mindset and a client following. We’d also like to hear from lawyers, partner level or partner material, with an appetite to head up and grow our sector teams in Clean Energy, Smart Cities, Virtual World and Artificial Intelligence.”

A photograph of Earle Brady accompanies this story.

For more information please contact Liz Whitaker, Marketing Director, on 07792 541443 or [email protected]

About Conexus Law

Conexus Law is a rapidly growing boutique law firm advising clients working at the intersection of technology, people and the built environment. Founder and managing partner Ed Cooke is a recognised legal expert on delivering mission critical, national and international data centre projects. More on www.conexuslaw.com.

Monaco. Conexus Law is coming for you!

Conexus Law is attending Data Cloud Congress in Monaco

Ed Cooke and Nancy Lamb will be there #datacloudglobalcongress meeting current and future clients and contacts.

Please contact Ed Cooke and/or Nancy Lamb for a scheduled catch-up. Otherwise we look forward to seeing you around and about!

Ed Cooke speaks about Legal Trends at Data Centre World Conference

Better management of supply chain issues and transparency around ESG credentials are the key drivers behind a growing demand for collaborative contracting according to Ed Cooke speaking about legal trends at the Digital Infrastructure Advisers Limited (DIAL) panel session hosted by The DCA (Data Centre Alliance) at the Data Centre World conference. Covid 19 had really strength-tested data centre contracts according to Ed, hence the drive to look at building longer term, deeper partnerships with key suppliers through collaborative contracting. Meantime, data centre client demand for accuracy on ESG credentials, was also encouraging improved accountability in supplier relationships. Ed and Conexus lawyer Nancy Lamb are already talking with a number of Conexus clients about introducing the approach to their existing and new contracts.

Asked by panel Steve Hone Hone about how Conexus is advising data centre clients managing the wealth of global growth opportunities, Ed highlighted how the firm is working with investors on applying due diligence to filter opportunities for investors, ensuring data centre expansion plans were rolled out efficiently by keeping them in line with original construction plans and, for US data centres, managing the many and varied nuances of harmonising construction frameworks across Europe.

While all panel members noted the success and growth of the UK data centre sector over the last five years, Ed also predicted a corresponding increase in the regulatory and compliance demands, especially around planning the environment. Ed said the industry bodies, like @DCA, had an important role to play here.

Ed Cooke joins the Digital Infrastructure Advisors Panel at Data Centre World London

Day one at Data Centre World London and Conexus managing partner Ed Cooke is joining the Digital Infrastructure Advisors panel discussion hosted by The DCA (Data Centre Alliance)’s Steve Hone. The 30 minute ‘Connecting the Digital Dots’ session starts at 12.25 in the Edge & Future Strategies Theatre and will explore how investors and customers can overcome current security, legal and sustainability challenges. Other panel members, all members of the DIAL advisory board, are Stephen Whatling, CEO Keysource, Stephen Lorimer Technical Director Keysource and
Jim Hart CEO Business Critical Solutions (BCS).

Stephen Whatling, will outline how newly launched DIAL, as a multi-disciplinary advisory team, can support clients. The discussion will finish with a Q&A.

DIAL is specialist group with CEO Mike West, providing a range of advisory services to corporates, investment funds, and owners and operators in the data centre market and the wider digital infrastructure arena. Current projects include private and public facilities, colocation and hyperscale developments across the globe.

To find out more about the Digital Infrastructure Advisors, please contact Ed Cooke.

Nancy Lamb Joins Conexus Law to Launch Collaborative Contracts Service

Conexus Law continues its growth and recruitment drive with the hire of Nancy Lamb, a leading expert in data centre construction contracts.

Lamb, who is known for her straight-talking, no-nonsense approach, offers to understand, negotiate and implement construction contracts to maintain project momentum and avoid expensive disputes. Conexus Law’s managing partner, Ed Cooke, and Lamb will be launching a new and unique service using the latest techniques for collaborative contracting exclusively for the data centre industry.

Ed Cooke; “As a law firm specialising in data centres we need lawyers totally embedded in the sector. A construction lawyer with big law firm experience who has super-niched in data centres, Nancy is one of the best and we’re thrilled that she’s joining our growing team at a critical stage in our development. Demand is soaring for a lawyer with Nancy’s exceptional skills and background. I’ve seen her in action, she gets things done, she delivers results.”

Nancy Lamb trained at Pinsent Masons later joining the firm’s top-ranked Construction Team before moving to Hill Dickinson LLP, also in construction. Lamb moved on from private practice law firms to work in various executive roles for Tyco Fire Product, Sudlows and MiCiM.

Nancy Lamb; “Conexus Law is the right choice for me for many reasons and here are my top two. Ed can see the value I will bring to clients because of my unique insight having worked in both the legal world and on project delivery. Second, the potential is huge. Collaborative contracts are so important because they acknowledge and value relationships – rather than processes – and the start to moving away from the existing adversarial and confrontational nature of construction projects. We can do better than that! A collaborative approach is particularly important in the data centre sector because the pool of stakeholders is so small. I’m looking forward to working with Conexus Law clients and introducing my own connections.”

Conexus Law is recruiting technology and corporate partners while broadening its team of consultants. Since launching 2019, Conexus Law has built a consultancy team that includes Emma Cordiner, data centre real estate expert, and Gavin Johnson, who heads up the firm’s Buildtech team.

Ed Cooke; “We’ve set the bar high on our recruitment standards and it takes a special kind of lawyer to join our team. Big firm experience and a track record in our markets are important because clients expect leading edge advice and outlook. We also need ambitious people, with entrepreneurial flair, who are keen to play their part in growing our firm. There is an exciting future for the right candidates.”

Conexus Law is a unique, challenger brand, boutique law firm advising clients operating at the intersection of the built environment, technology and people.

For further advice on Collaborative Contracting please contact Nancy Lamb via her contact details below.

Nancy Lamb
Main: +44 (0)20 7390 0280
Mobile: +44 (0)7771 877234
[email protected]