Housing Governance

Our recent examples include:

• Advising Abri Group on a wholesale review of its group structure following a number of mergers over the past five years, including most recently the rescue of Octavia Group. This includes advising on alignment with its strategic objectives across its core housing business, community investment, development and joint venture arrangements, as well as contingency planning in the event of financial or other distress as part of its broader risk management strategy.
• Advising Settle on its merger with Paradigm Housing Group Limited, involving Settle joining the Paradigm group as a subsidiary. This includes undertaking and coordinating a comprehensive due diligence exercise on Paradigm to support Settle’s decision-making, liaising with both parties to define scope and priorities, managing data room processes, and reporting across key areas including corporate, governance, employment, contracts, disputes, landlord and tenant, development, and health and safety. The transaction will result in a combined landlord managing approximately 27,000 homes.
• Advising ForHousing on regulatory engagement and group restructuring following its downgrade to a non-compliant governance grading by the Regulator of Social Housing in January 2023. This includes advising on the development of its improvement plan, drafting its voluntary undertaking to the regulator, delivering Board training, supporting stakeholder engagement (including with lenders), advising on governance enhancements and associated documentation, and advising on the future group structure.
• Advising on a large-scale housing association merger, including leading due diligence across corporate, governance, employment, property and regulatory workstreams, coordinating multi-disciplinary teams and managing data room and stakeholder engagement.
• Advising on the conversion of a company limited by guarantee to a community benefit society, including project managing the statutory process, drafting new constitutional documents, securing lender consents, updating property titles and ensuring pensions compliance.
• Advising on complex regulatory engagement following a severe maladministration finding, including coordinating a multi-disciplinary response to health and safety concerns and managing interactions with the Regulator of Social Housing.
• Advising a major real estate group on the establishment and registration of a for-profit registered provider, including drafting bespoke constitutional documents and supporting the regulatory application process.
• Advising on a full constitutional and governance review for a housing group, including redrafting group constitutional documents, updating intra-group agreements and reviewing lender documentation to ensure regulatory compliance.
• Advising multiple registered providers on complex mergers and post-merger integration, including board governance during transactions, grouping agreements, due diligence, merger documentation and post-completion restructuring.
• Leading reviews of complex group structures (including groups with 50+ entities), advising on simplification, regulatory compliance and alignment with revised commercial strategies.
• Supporting registered providers through regulatory downgrades, investigations and ongoing supervision, including advising on breaches of regulatory standards, drafting voluntary undertakings, developing governance improvement plans and delivering board training.
• Regularly advising boards on reporting obligations under the consumer standards, application of the serious detriment test and engagement strategy with the Regulator of Social Housing.
• Providing ongoing governance, charity law and company law advice to registered providers, including conflicts of interest, data protection, AML compliance and board assurance against the Governance and Financial Viability Standard.
• Drafting assurance policies and governance frameworks to support compliance with the requirement to comply with “all relevant law”, including practical reporting tools for boards and committees.
• Advising registered providers on updating constitutional documents to reflect sector and regulatory change, including simplifying shareholding arrangements, updating board tenure, enabling virtual meetings and ensuring exempt charity compliance.
• Acting on transfers of engagements and amalgamations, advising on pensions, TUPE, contractual continuity and engagement with the Regulator of Social Housing and the FCA.
• Advising on strategic group restructurings, acquisitions and joint ventures, including creation and reorganisation of subsidiaries, ring-fencing of commercial activity and vires advice.
• Supporting major development and regeneration projects through acquisition and structuring stages, advising on governance, regulatory and charity law considerations.