Our team provides a full corporate, governance and regulatory service to our housing clients; from supporting the daily operations of housing organisations to leading on unique large-scale projects. Our leading governance experts understand your business, and the complex legal and policy environment in which you operate.

Good governance is fundamental to any well-run organisation. It is the foundation on which all of the work of an organisation is carried out and an opportunity for the board and senior management to set an example for the rest of an organisation to follow. We understand this and provide practical advice on sensitive internal governance issues and we also work to set the foundations of an internal governance framework for our clients.

The team has a wealth of experience advising on amalgamations, transfer of engagements, mergers and business transfers, restructuring, and joint ventures with both profit and not-for-profit organisations. We are also at the forefront of the creation of for-profit RPs and the entrance of equity investors into the sector.

Our team also liaises with regulators including the Regulator of Social Housing and Charity Commission on behalf of our clients. We regularly advise RP boards on the requirements of the regulatory framework and in relation to potential regulatory breaches, giving clear practical advice with recommended actions.

How Capsticks can help?

  • Housing governance and charity law

    We can assist with the full range of governance and regulatory queries, including:

    • corporate structuring work, including mergers, intragroup consolidations, new group structures, conversions and incorporations.
    • registration of new vehicles such as for-profit RPs, trading subsidiaries, development companies, design and build companies and cost-sharing vehicles.
    • matters of compliance with the regulatory standards, including issues of self-reporting to the Regulator and serious incident reporting to the Charity Commission.
    • strategic advice and matters of internal governance, such as the implementation of a delegatory framework and standing orders, the amendment of constitutional documents and the review of specific policies.
    • advice on common governance and regulatory issues such as queries on the management of conflicts of interest, board appointment and tenure, disposals of charitable property or social housing and charitable investment rules.
  • Regulatory compliance

    We work closely, and have strong relationships, with the Regulator of Social Housing, Charity Commission and other regulators. We maintain regular contact with them to ensure that we are fully aware of areas of focus that may impact our clients. We regularly advise RP boards on the requirements of the Regulatory Framework and in relation to potential regulatory breaches and self-reporting. We pride ourselves on giving clear practical advice with recommended actions that provide comfort and a solution to our clients.

  • Group structuring and mergers

    Our team has a wealth of experience in dealing with group structuring arrangements and facilitating mergers and joint ventures.

    Our group structure work includes the creation of new entities such as subsidiary charities, joint venture vehicles, development companies and other forms of subsidiary. Existing group structures may have a number of entities, being a legacy of add-ons over time, and we work with our clients to review and streamline their existing group arrangements. Lawyers from our team have also worked on some of the largest mergers in the sector. We advise on all stages of a merger from identifying a suitable merger partner, agreeing heads of terms, standstill and confidentiality arrangements, conducting legal due diligence through to effecting the merger. This can include mergers by way of amalgamation, transfers of engagement, business transfer agreements and more novel arrangements. We are also experienced at project managing mergers for our clients, ensuring that all aspects are coordinated and completed.

  • For-profit RPs

    We are working with more and more clients who want to harness the opportunities that equity investment into the sector brings. We are experienced in advising on the establishment of for-profit RPs and also advising on partnering arrangements between these for-profit RPs, or the funds that sit behind them, and traditional not-for-profit RPs. We provide a complete service and everything our clients need to establish a new for-profit RP, or partner with an existing one.

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