Governance & Regulation

Good governance, regulatory compliance, and getting the big strategic decisions right underpin everything you do; providing comfort to your regulator and funders, minimising risk, and ensuring your organisation is best-placed to achieve long-term success.

At Croftons we have more than a decade’s experience of working with Boards and Executive Teams on a wide range of corporate governance matters, coupled with strong links with the HCA, and a forensic knowledge of the regulatory environment.

Click here to find out about our Governance Health Check for RPs

With the political and financial realities of the changing housing sector increasing pressure on RPs to commercialise, diversify and deliver value and efficiency, working with a strategic legal partner to help your organisation navigate through the uncharted waters ahead is crucial.

Our expertise

• Regulatory compliance
• Preparing for In Depth Assessments
• Governance advice, policy development and constitutional issues.
• Risk management
• Stock transfers (our team has experience of 13 LSVT projects)
• Group structures, intra-group agreements, mergers, cost-sharing vehicles, Joint Ventures etc
• Vires issues
• Board/governance reviews, codes of conduct, service agreements and training
• Investment policies and options
• Commercial contracts, VAT sharing, VAT shelters
• Management arrangements and agreements
• Due diligence
• Charity advice
• Intellectual Property and trade-marking
• Preparing for VfM self assessments

Recent matters

• Advising a large housing group on the implementation of an investment policy to a charitable group member to assist a non-charitable subsidiary with a development scheme, without tax and vires implications. The policy enabled the charitable entity to assist with the scheme as an investment worth £2.5m, and make further investments in future. After providing reports as to vires, constitutional, tax and other matters, our client adopted a Group Investment Policy, drafted by our governance team.
• Advising a Manchester-based RP in setting up a ‘cost-sharing vehicle’ with another RP to provide joint R&M services that has realised annual savings of £600,000 for our client. Offering commercial advice and supporting the negotiation and agreement of the Memorandum of Understanding and the Cost Sharing Group Agreement which included reviewing shareholding arrangements, apportionment of costs and termination provisions. This is a pioneering approach, being one of the first such partnerships in the sector.
• Advising numerous RPs on their subsidiaries’ commercial activities, particularly in relation to market rent / commercial development. Ensuring constitutions are drafted to make sure the parent owns the subsidiaries and the correct parental controls are in place, advice on board structures and shadow directorships, charity tax and vires advice, intra-group agreements, and corporation tax/gift aid.
• Advising a major developing RP on the responsibilities, liabilities, risks and obligations arising from their status as consortium lead partner for a £26m Affordable Homes Programme contract with the HCA. Such HCA contracts are complex, and it was vital our client, as lead partner, fully appraised the risks and liabilities to enable adequate planning and mitigation.