Listen Without Prejudice | A Podcast from Bishop & Sewell

Bishop & Sewell
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Listen Without Prejudice brings you behind the scenes at Bishop & Sewell, one of London’s most forward-thinking law firms, and offers an insider’s perspective on the legal issues of the day.  Meet solicitors from across the firm as they take us through issues they’re dealing with in practice, current trends and legal updates, and provide insights on a range of subjects - from real estate and business law to family and private client matters.  Each episode offers valuable takeaways, featuring expert insights, real-world relevance, and valuable tips to apply to your private and business life.  For a smart, insider’s perspective, subscribe to Listen Without Prejudice, brought to you by Bishop & Sewell. Learn more at bishopandsewell.co.uk

  1. Jun 17

    Bridging Loans, Personal Guarantees & The Real Risks of Commercial Lending

    In this episode of Listen Without Prejudice, Charlie Davidson, Senior Associate in the Property team, is joined by Andrew Kavanagh, Partner in the Corporate team, to explore the realities of commercial lending, from bridging finance to personal guarantees, debentures and enforcement risk. While many borrowers are familiar with high street mortgages and regulated lending products, this conversation focuses on what happens when businesses step off the beaten track and enter the world of bespoke commercial finance. The episode also reflects on lessons learned during the pandemic, when asset valuations shifted dramatically and security positions that once looked robust were suddenly exposed. For borrowers, the message is clear: it’s not just about the interest rate. The real risk often lies in the events of default, monitoring obligations, and technical covenants buried in the loan documentation. For lenders, Andrew emphasises the importance of relationship-building. While documentation can cover every conceivable default scenario, long-term value often comes from supporting viable businesses rather than enforcing aggressively at the first sign of difficulty. Whether you are considering a bridging loan, negotiating security terms, or advising on commercial lending, this episode provides a candid look at what really matters when money changes hands. Chapter Markers (00:00) – Introduction: Property meets corporate lending (02:00) – High street lending vs bespoke commercial finance (05:30) – Personal guarantees explained (09:00) – Joint and several liability risks (15:00) – Consumer vs commercial lending protections (18:00) – Events of default and monitoring obligations (20:00) – Enforcement strategy and lender options (24:00) – Key advice for borrowers and lenders Useful Links Connect with Andrew Kavanagh on LinkedIn Reach out to Charlie Davidson on LinkedIn Visit the Bishop & Sewell Website

    Bridging Loans, Personal Guarantees & The Real Risks of Commercial Lending

  2. May 20

    Structuring M&A Payments: 5 Ways to Buy or Sell a Business

    In this episode of Listen Without Prejudice, Andrew Kavanagh, Partner in the corporate team at Bishop & Sewell, is joined by Charles Wilson, Solicitor in the team, to explore one of the most important and often misunderstood aspects of mergers and acquisitions: how the purchase price is structured. When buying or selling a business, it’s easy to focus on valuation. But as Andrew and Charles explain, how the consideration is paid can be just as significant as the headline price. Not every buyer has a “war chest” of cash available, and not every seller walks away with a briefcase of money on completion. Andrew and Charles discuss the advantages and risks of each structure, including the importance of trust, due diligence, cultural fit, and understanding that earn-outs often require the seller to remain involved in the business post-completion. They also highlight a key commercial reality: once you accept consideration shares, you are no longer just a seller; you become a shareholder in the buyer’s business, with all the associated risks and rewards. Whether you are preparing to sell your business, considering an acquisition, or simply exploring your options, this episode provides a practical overview of how deals are structured in the real world and why the payment mechanics matter. Chapter Markers (02:00) – Bullet payments explained (03:30) – Deferred consideration and staged payments (05:00) – Earn-outs and performance-linked payments (08:00) – Consideration shares and becoming a shareholder (09:00) – Due diligence when receiving shares (10:00) – Loan notes and alternative non-cash structures Useful Links Connect with Charles Wilson on LinkedIn Reach out to Andrew Kavanagh on LinkedIn Visit the Bishop & Sewell Website

    Structuring M&A Payments: 5 Ways to Buy or Sell a Business

  3. May 6

    No Response, No Problem? Leasehold Notices, Deadlines & Legal Risks Explained

    In this episode of Listen Without Prejudice, Mark Chick, Partner in Bishop & Sewell’s Landlord & Tenant team, is joined by Chris Macartney to explore a critical question for leaseholders: what happens if your landlord simply doesn’t respond to your notice? Focusing on Section 13 (freehold purchase) and Section 42 (lease extension) notices, Mark and Chris break down the legal implications of landlord silence and why it’s not always as straightforward as it might seem. While a landlord’s failure to respond within the required timeframe can put leaseholders in a strong position, potentially allowing them to proceed at their proposed price, there are strict procedural rules and deadlines that must be followed. The discussion highlights the importance of the six-month deadline to either complete the transaction or apply to court for a vesting order and how quickly that window can close in practice. The episode also explores the risks of getting the process wrong, including invalid notices, incorrect service of documents, and landlords scrutinising claims to find technical defects. Mark and Chris share practical guidance on serving notices correctly, evidencing delivery, and avoiding common pitfalls that could jeopardise a claim worth hundreds of thousands of pounds. Whether you’re a leaseholder considering enfranchisement or a property professional advising clients, this episode offers essential insight into protecting your position when the other side goes quiet. Chapter Markers (00:00) – Why landlord silence can be a strategic move (01:10) – What happens if a landlord doesn’t respond to your notice (02:40) – The six-month deadline: complete or apply to court (04:10) – Why your offer must be reasonable and made in good faith (06:00) – Common mistakes that can invalidate a claim (07:20) – Why expert legal advice is essential Useful Links Connect with Mark Chick on LinkedIn Reach out to Chris Macartney on LinkedIn Visit the Bishop & Sewell Website

    No Response, No Problem? Leasehold Notices, Deadlines & Legal Risks Explained

  4. Apr 22

    Top 3 Contract Tips for Startups: Protecting Your Business from Day One

    In this episode of Listen Without Prejudice, Charles Wilson, Solicitor in the Corporate & Commercial team at Bishop & Sewell, is joined by Andrew Kavanagh, Partner in the team, to share their top three contract tips for startups and growing businesses. When you’re launching a new venture, cash flow is tight and every pound counts. Investing in legal advice can feel like a luxury, but as Charles and Andrew explain, getting a few key provisions right from the outset can deliver significant value and protect your business from costly mistakes down the line. Charles and Andrew also address a common startup dilemma: how to balance the need for robust terms and conditions with limited budgets. They discuss why proportionate, tailored advice is more valuable than copying complex corporate contracts and why relying solely on online templates or AI-generated terms may not give you the protection you think you have. Whether you’re launching a startup, reviewing your existing terms, or advising a growing business, this episode provides practical guidance on where to focus your legal spend for maximum impact. Chapter Markers (01:00) – The challenge of legal budgets for new businesses (02:00) – Tip #1: Indemnities for cost recovery explained (04:00) – Tip #2: Limitation of liability and managing risk (05:30) – Tip #3: Severance clauses as a “get out of jail free card” (07:00) – Practical advice: Getting proportionate legal support Useful Links Connect with Charles Wilson on LinkedIn Reach out to Andrew Kavanagh on LinkedIn Visit the Bishop & Sewell Website

    Top 3 Contract Tips for Startups: Protecting Your Business from Day One

  5. Apr 8

    Crown Estate & Leasehold Enfranchisement: What You Can (and Can’t) Do

    In this episode of Listen Without Prejudice, Mark Chick, Partner in Bishop & Sewell’s Landlord & Tenant team, is joined by Chris Macartney to explore one of the more complex and niche areas of property law: leasehold enfranchisement within the Crown Estate. While most leaseholders benefit from statutory rights under leasehold reform legislation, the Crown Estate sits outside of this framework. However, as Mark and Chris explain, the Crown will often act “by analogy” to the legislation, offering lease extensions and enfranchisement rights in a similar (but not identical) way. The episode breaks down how this unique system works in practice, including where it applies and, crucially, where it doesn’t. Certain high-value properties, particularly those located in exempt areas around royal parks such as St James’s Park, Hyde Park, Regent’s Park, and Windsor, are excluded entirely from enfranchisement rights. Mark and Chris also explore the key differences between Crown lease extensions and standard statutory claims, including shorter extension terms, the structure of “concurrent leases", and the role of arbitration instead of the Tribunal in resolving disputes. With practical insights on valuation, timelines, funding considerations, and lender involvement, this episode is essential listening for leaseholders, investors, and property professionals dealing with Crown-owned land. Chapter Markers (00:00) – What is the Crown Estate and why does it matter? (01:00) – How the Crown “acts by analogy” to leasehold legislation (03:15) – Why high-value Crown properties are excluded (04:00) – What you can claim: lease extensions and enfranchisement rights (05:15) – Ground rent changes following recent legislation (06:30) – What is a concurrent (overriding) lease? (07:30) – What happens if you can’t agree terms? Arbitration explained (08:30) – Tight timelines: completing within two months (09:30) – Why specialist advice is essential in Crown Estate claims Useful Links Connect with Mark Chick on LinkedIn Reach out to Chris Macartney on  LinkedIn Visit the Bishop & Sewell Website

    Crown Estate & Leasehold Enfranchisement: What You Can (and Can’t) Do

  6. Mar 18

    Commercial Leases Explained: Heads of Terms, Hidden Risks, and Smarter Negotiations

    In this episode of Listen Without Prejudice, Charles Jamieson, Partner in Bishop & Sewell’s Dispute Resolution team, sits down with Senal Patel, Partner in the firm’s Commercial Property team, to unpack the crucial early stages of commercial lease negotiations. The discussion focuses on the importance of heads of terms, the initial framework that shapes the lease agreement and can significantly influence how smoothly the legal process unfolds. Senal explains why getting the commercial details right at the outset can save both landlords and tenants time, money, and unnecessary disputes later. Charles and Senal explore key considerations including rent structures, service charges, repair obligations, rent deposits, and personal guarantees. They also discuss practical protections such as schedules of condition, service charge caps, and break clauses, tools that can help tenants manage financial risk when entering a lease. The episode also examines how landlords protect themselves against tenant insolvency, the risks surrounding alterations and subletting, and the strategic implications of whether a lease is granted inside or outside the Landlord and Tenant Act 1954. Whether you’re a landlord granting a lease, a business considering new premises, or simply curious about the legal mechanics behind commercial property agreements, this episode offers practical insight into how strong foundations can prevent costly disputes later. Chapter Markers (00:00) – Why lease negotiations start with “subject to contract” (01:30) – What are heads of terms and why they matter (04:30) – Leasing a whole building vs leasing part of a property (08:00) – Why tenants can lose negotiating power later in the process (11:00) – Alterations and fit-out works: what tenants need to plan for (14:10) – Inside or outside the Landlord & Tenant Act 1954 explained (16:00) – Why early legal advice can prevent major problems later Useful Links Connect with Charles Jamieson on LinkedIn Reach out to Senal Patel on LinkedIn Visit the Bishop & Sewell Website

    Commercial Leases Explained: Heads of Terms, Hidden Risks, and Smarter Negotiations

  7. Mar 4

    Buying your Freehold and Challenging Service Charges

    In this episode of Listen Without Prejudice, Charlie Davidson, Senior Associate in the Property team, is joined by Mark Chick, Head of Landlord & Tenant at Bishop & Sewell, to explore what happens when leaseholders want to buy their freehold but are already in dispute with their landlord over service charges. For many leaseholders, dissatisfaction with service charge management is a key motivation for collective enfranchisement. But as Mark explains, buying the freehold and challenging service charges are legally separate processes, even though both may fall within the jurisdiction of the First-tier Tribunal. Mark also explains why timing matters and why leaseholders may need to decide whether to pursue a service charge challenge first or press ahead with the enfranchisement process and deal with disputes later. For anyone considering buying their freehold, particularly in a building where relations with the landlord are strained, this episode provides clear, practical insight into how the law separates valuation from service charge disputes and what that means in reality. Chapter Markers (02:00) – The role of the First-tier Tribunal (05:00) – Valuation and service charges: legally separate issues (07:00) – Disputed sums and the need for security (10:00) – Strategic considerations: which process comes first? (12:00) – Final thoughts: planning, strategy, and specialist advice Useful Links Connect with Mark Chick on LinkedIn Reach out to Charlie Davidson on LinkedIn Visit the Bishop & Sewell Website

    Buying your Freehold and Challenging Service Charges

  8. Feb 18

    Lifetime Gifting Explained: Allowances, Reliefs, and Getting the Balance Right

    In this episode of Listen Without Prejudice, Nicholas Barlow, Head of the Private Client team at Bishop & Sewell, is joined by Luke Jenkins, Associate in the team, to explore the fundamentals of lifetime gifting and the key inheritance tax allowances and reliefs available to individuals and families. The conversation provides a practical refresher on commonly used exemptions, from the annual £3,000 allowance and small gifts exemption, to marriage gifts and the often-overlooked surplus income exemption. Luke explains how surplus income gifting works in practice, why it must come from income rather than capital, and why consistency and documentation are critical if gifts are to be effective for inheritance tax purposes. Nicholas and Luke also discuss larger capital gifts, the seven-year rule, and how taper relief can reduce inheritance tax exposure even if the donor does not survive the full seven years. They consider the benefits of gifting appreciating assets during lifetime, as well as the potential capital gains tax implications that need to be factored in. Whether you are considering making lifetime gifts, advising family members, or planning your estate more broadly, this episode offers clear, practical guidance on how to use available allowances sensibly and responsibly. If you enjoyed this episode, don’t forget to follow Listen Without Prejudice on your favourite podcast platform and leave us a rating or review, it helps others discover the show and supports our work bringing you more expert insights from Bishop & Sewell. Chapter Markers (01:00) – The annual £3,000 exemption and small gifts allowance (05:00) – Capital gifts, the seven-year rule, and taper relief (07:30) – Why tax planning must be holistic (09:20) – Record keeping and the role of Zenplans (11:30) – Final thoughts: planning ahead and working with advisers Useful Links Connect with Nicholas Barlow on LinkedIn Reach out to Luke Jenkins on LinkedIn Visit the Bishop & Sewell Website

    Lifetime Gifting Explained: Allowances, Reliefs, and Getting the Balance Right
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Listen Without Prejudice brings you behind the scenes at Bishop & Sewell, one of London’s most forward-thinking law firms, and offers an insider’s perspective on the legal issues of the day.  Meet solicitors from across the firm as they take us through issues they’re dealing with in practice, current trends and legal updates, and provide insights on a range of subjects - from real estate and business law to family and private client matters.  Each episode offers valuable takeaways, featuring expert insights, real-world relevance, and valuable tips to apply to your private and business life.  For a smart, insider’s perspective, subscribe to Listen Without Prejudice, brought to you by Bishop & Sewell. Learn more at bishopandsewell.co.uk

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