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Month: February 2026

Contract killers: structuring liability caps

Posted on by Britt Thompson

Liability caps can be structured in many ways. The structure chosen matters as much as the figure itself. Poorly aligned or inconsistent drafting creates uncertainty and can unintentionally increase a party’s exposure. A simpler structure will generally ensure less ambiguity and fewer unintended results.

Single figure caps

English law contracts typically seek to specify a party’s aggregate – or total – liability, to ensure drafting certainty. The simplest and clearest way to achieve this is with a single, fixed figure that applies for the whole term of the contract. Sometimes the single cap can be a percentage of sums paid or payable under the contract. Linking the percentage to sums “paid” means the party’s liability grows with each paid invoice; whereas linking to sums “payable” is less clear as it captures both moneys paid and those that will become due. This increases ambiguity, particularly if an early claim is made, as the parties must determine what exactly they mean by “payable”.

Annual caps

An annual cap limits liability in each contract year, avoiding the risk of an early claim exhausting the cap. However, annual caps raise many challenges, such as how a year should be defined; when liability is assessed; and whether the cap is truly an aggregate total. The English courts have highlighted the tension that arises when a contract asserts that an annual cap, which by its nature renews each year, is also an aggregate cap, which is intended to be a fixed total.

Crucially, the courts have stressed that drafting should be consistent and considered. Hybrid drafting gathered from a range of sources is particularly dangerous. Combining in one clause wording suitable for a total cap with wording designed for a cap that renews for each claim, has led courts to struggle with interpretation and, in some cases, vastly increased exposure.

If you are negotiating or reviewing commercial contracts and want to ensure your liability caps reflect the commercial deal and operate as intended, seeking legal advice at an early stage can help prevent costly disputes later.

For further information or advice please get in touch with Becky Cooper, Senior Associate at Blaser Mills Law, on 01494 932614 or email becky.cooper@blasermills.co.uk.

Silver divorces: Protecting your future

Posted on by Britt Thompson

A silver divorce often follows a long period of reflection. Some people in their fifties, sixties and beyond reach a point where life feels different from how it once was. Children have grown up, careers have changed and priorities naturally shift.

Deciding to separate after many years together can feel overwhelming, but it can also be the start of a more settled and balanced next chapter. Taking calm, informed steps is the best way to protect your wellbeing and your financial security.

Gaining a clear picture of your finances

Later-life separations usually involve assets built up over decades. Understanding what you have, and how it can be structured for the future, is essential. Pensions are often the most valuable part of the financial pot. They may sit in one person’s name, but the law usually treats them as joint assets to be shared fairly. A pension sharing order can help ensure that both people are able to maintain a comfortable standard of living in retirement.

Making decisions about the family home

The home often carries significant emotional weight, alongside its financial value. Some couples prefer to sell and move into separate properties, while others agree that one person stays until a future date or milestone.

The right approach depends on factors such as each person’s needs, affordability and their mortgage capacity. Taking time to explore these options carefully can help reduce stress during the transition.

Maintenance and future needs

Where one partner has reduced earning potential, maintenance may form part of the conversation. Age, health and overall resources are all taken into account. The aim is not to punish either party but to ensure that both can meet their needs and move forward with stability.

Considering adult children and wider family

Although adult children are not usually part of the legal process, separation can still affect the family dynamic. Many parents continue to support children with housing or childcare for grandchildren. These responsibilities rarely feature in court orders, but they are important to consider.

Updating Wills and long-term arrangements

Separation is also a key time to review your Will, lasting powers of attorney and any pension or insurance nominations. Keeping these up to date provides clarity and reassurance for the future.


Most people approaching a silver divorce want a respectful and practical process. Mediation and negotiated agreements can help maintain dignity and reduce conflict. At Blaser Mills, we have two experienced mediators who can support you in reaching clear and constructive solutions. We also offer a ‘separating together’ service where, in appropriate cases, one lawyer advises a separating couple jointly to help them resolve matters. 

With early advice and a clear plan, it becomes much easier to make decisions that support a secure and positive next stage of life.

If you would like to discuss your situation in more detail, please get in touch with Kate Jones, Senior Associate, on 01628 962236 or by email at kate.jones@blasermills.co.uk.

Supporting separating couples with Resolution Together

Posted on by Britt Thompson

We are pleased to announce that our Family & Divorce lawyers, Naim Qureshi and Kate Jones, have successfully completed the Resolution Together training programme and will be offering this service to clients.

Resolution Together is a way of working where, in appropriate cases, one lawyer advises a separating couple jointly to help them resolve matters by agreement. It is aimed at couples who want to separate in a calmer, often kinder and more cost-effective way, without unnecessary dispute. We also offer this service to couples who need help and advice regarding the practical arrangements for the children and with which parent they should live with or spend time with, as well as help with resolving their financial and property matters on separation.

When the couple has one lawyer each, it can feel more combative, less focussed and potentially more damaging to the family. This model with one lawyer between you, naturally supports a more constructive, more amicable approach where the separation is considered holistically. This is a one couple, one lawyer approach.

We don’t believe in escalating conflict, and we work towards a more rational and considered approach. This is a way of working which allows people to feel empowered to resolve the separation together.

The four-day training programme covered the following modules:

• Resolution domestic abuse and safeguarding
• Essential skills
• An introduction to non-court dispute resolution approaches
• Resolution Together principles and procedures

The training focuses on assessing whether this approach is suitable and supporting couples who want to resolve matters together. By completing it, Naim and Kate are widening the range of non-court options available to clients and helping families move forward in a constructive way.

Our Resolution Together service will be known as ‘Separating Together’. We will be sharing more information about this model and how it can support separating couples soon.

If you would like further information or advice in the meantime, our Family & Divorce team would be happy to help.

Home Office consultation of ILR

Posted on by Britt Thompson

The Home Office has recently closed its consultation on extending the qualifying period for Indefinite Leave to Remain (ILR) from five years to ten. This proposal has attracted significant attention from individuals who hold ILR, those approaching eligibility, and employers who rely on overseas talent. It forms part of wider Home Office immigration changes that increase scrutiny and the cost of long-term residence.

Why the consultation matters

Many people build their long-term plans around the current five-year route to ILR. A move to a ten-year requirement would not affect those who already hold ILR, but it may influence their next steps.

Increasingly, people are asking what the proposed extension could mean for their rights and whether now is the right time to apply for British citizenship. While the consultation has now closed, the Government has not yet confirmed whether this change will be implemented, but it is already shaping behaviour and prompting forward planning.

How individuals may be affected

Indefinite Leave to Remain has long been viewed as the final settlement milestone for people who wish to remain in the UK without becoming British citizens. If the route becomes longer or more uncertain, individuals may feel that naturalisation provides greater clarity and security. Those who have been living comfortably with ILR for several years may now reassess whether to continue in that status or take the next step to citizenship.

People researching ILR to citizenship questions will also be aware that naturalisation involves meeting the good character requirement, demonstrating English language ability and passing the Life in the UK Test. These are manageable stages, but they require preparation, which is why early consideration is sensible.

Why citizenship may feel like the next step

If the ILR qualifying period does increase to ten years, those who already hold ILR are likely to feel that citizenship puts them in a stronger position. Naturalisation removes the remaining immigration restrictions entirely. It offers long-term certainty and is unaffected by future Home Office immigration reforms. This is why we may see a rise in ILR holders choosing to naturalise sooner rather than later.

What this means for employers

The proposal also carries important implications for employers who sponsor migrant workers. Visa sponsorship brings ongoing costs, reporting duties and compliance responsibilities. ILR removes many of these obligations, and British citizenship removes them altogether. If staff remain on visas for longer because the ILR route is extended, employers may face higher costs and extended sponsorship duties.

Employers with team members who already hold ILR may therefore want to discuss whether naturalisation would be beneficial. This is not a decision for an employer to make on behalf of an individual, but open conversations can support workforce planning and help both parties understand the practical impact.

Workforce planning and cost considerations

Sectors that rely heavily on sponsored employees may see the greatest impact. Recruitment costs could increase, and planning horizons may need to be longer. Understanding who in the workforce already holds ILR, who is eligible to naturalise and who may face a longer route to settlement will help businesses prepare for any future rule changes. It also supports long-term budgeting for visa fees and compliance activity.

A wider trend in immigration rules

The consultation sits within a broader pattern of tightening UK immigration rules. Recent years have brought higher visa fees, increased Immigration Health Surcharge rates and greater scrutiny of sponsor licence management. Extending the ILR route to ten years would continue this direction of travel.

Planning ahead

Although the consultation has now closed, nothing has changed yet and the Government has not confirmed whether the ten-year proposal will become law. Even so, early awareness, planning and clear communication between individuals and employers can help minimise disruption and avoid last-minute decisions.

How we can help

If you would like tailored advice on ILR, naturalisation or the potential impact on your workforce, our employment team is here to help. Get in touch with Hannah Funnell on 01628 962232 or email hannah.funnell@blasermills.co.uk.

Planning for the future: What to include in a UK Shareholders’ agreement

Posted on by Britt Thompson

A shareholders’ agreement is often overlooked in the early stages of a business, when relationships are positive and everyone involved is aligned. In practice, it is one of the most important documents a company can put in place. A well-drafted agreement sets clear rules for how the business is run, how decisions are made and how change is managed, reducing the risk of disputes as the company grows for all parties involved.

The role of a shareholders’ agreement

A shareholders’ agreement is a private contract between some or all of a company’s shareholders. It sits alongside the Articles of Association but deals with matters that are often too detailed, commercial or sensitive to include in a public document. Its purpose is to provide certainty, manage expectations and create a practical framework for governing the business over the long term.

Company management and governance

Most agreements begin by addressing how the company is managed and how decisions are taken.

They typically distinguish between matters that can be dealt with by the board and those requiring shareholder approval. Common “reserved matters” include issuing new shares, selling major assets, entering into significant borrowing or changing the nature of the business. These decisions often require a higher voting threshold than a simple majority, ensuring that fundamental changes cannot be made without appropriate consent.

The agreement will also usually cover how directors are appointed and removed, whether shareholders can nominate a director, and how board seats are allocated. Provisions on director remuneration, service contracts and board procedures help promote transparency and consistency.

Share ownership and transfers

Rules governing share ownership and transfers are central to most shareholders’ agreements.

Transfer restrictions prevent shares from being sold to third parties without consent, while pre-emption rights give existing shareholders the first opportunity to purchase shares that are being sold or newly issued. This helps avoid unwanted dilution or changes in control.

Drag-along and tag-along rights are also common. Drag-along provisions allow majority shareholders to require minority shareholders to sell on the same terms as a company sale, while tag-along rights protect minority shareholders by allowing them to exit on equivalent terms.

Leaver provisions deal with what happens when a shareholder exits the business, whether due to resignation, retirement, death, illness or insolvency. These clauses often distinguish between good and bad leavers, with different valuation outcomes depending on the exit circumstances. Clear valuation mechanisms are essential to minimise the risk of dispute at a sensitive time.

Financial arrangements

Financial provisions set out how the company will be funded and how returns are distributed.

These clauses usually address how additional capital will be raised, whether shareholders are required to contribute further funding, and the consequences if they do not. Dividend policy provisions clarify when profits may be distributed and whether profits are likely to be retained to support growth. In companies with external investment, liquidation preference provisions may also apply, determining how sale or winding-up proceeds are shared.

Protecting shareholders and resolving disputes

Shareholders’ agreements often include specific protections for minority shareholders, such as veto rights or enhanced consent requirements for key decisions. Information rights are also important, ensuring shareholders receive regular financial and performance updates.

Deadlock and dispute resolution provisions are particularly relevant where shareholdings are evenly split. These clauses may include escalation procedures, mediation or structured exit mechanisms to resolve disagreements without damaging the business.

Why taking the time matters

A carefully drafted shareholders’ agreement provides stability, protects investment and creates a clear framework for dealing with change. Agreeing these terms early, while relationships are strong, is far preferable to attempting to resolve issues once a dispute has arisen. It is also essential that the agreement works alongside, and does not conflict with, the company’s Articles of Association.

If you are considering putting a shareholders’ agreement in place, or reviewing an existing one, early legal advice can help avoid costly issues later.

For further information, please contact Lewis Harvey on 01494 528188 or by email on lewis.harvey@blasermills.co.uk, who will be happy to discuss how a shareholders’ agreement can be structured to support your business and protect your position.