© Thomson Snell & Passmore 2011

Academy conversion – the way forward

James Herbert

Partner

james.herbert@ts-p.co.uk

T: 01892 701355

Joel Kelly

Senior Associate

joel.kelly@ts-p.co.uk

T: 01892 701146

13 March 2012

The agenda – preparing for the future

•Managing the process to become an academy trust and some of the lessons which we’ve learnt helping other schools to convert

•The practicalities of being an academy trust – questions and answers

oHow is a member different from a director?

oWhat’s the distinction between a governor and a director?

oWho sits on the board of directors?

oWhat are the responsibilities of a director?

oWhat should you do if you identify a conflict of interest?

oUnderstanding the disclosure regime and record keeping requirements

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The conversion jigsaw

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FundingGovernors

Community

Transfer of assets & liabilities

Staff

Land

Conversion

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Planning for conversion – fitting the pieces together

• Form an executive committee and take control of project management

• Appoint the right advisers – ensure that the school isn’t just “pushed through” to academy status

• Do your due diligence early on:

o Identify the school’s suppliers

oReview contracts with third party suppliers for change of control provisions

oReview the terms of any grants

• Allow sufficient time for consultation with staff, pupils and parents

• Consider banking and insurance arrangements

• Understand the corporate governance issues

• Read the model documents carefully and do not be afraid to negotiate

Lessons learnt – what scope is there to negotiate the documents?

• “Converting schools are not expected to make changes to the model [documents]” Department for Education website

Some examples:

• Funding agreement - does it allow your school to carry forward capital grants and funds raised independently of the DfE without reducing subsequent GAG or EAG awards?

• Commercial transfer agreement – if you’re a foundation school, is the Local Authority suggesting that upon its dissolution, all of the liabilities of the governing body will vest in the academy trust? If so, what’s the harm in this?

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Some practical questions and issues to look out for

• Directors:

oHow is a member different to a director?

oWho can be appointed to the board?

oWhat’s the difference between a director and a governor?

• What are a director’s duties?

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Some practical questions and issues to look out for

• Governors who are appointed as directors incur additional statutory duties:

o to exercise independent judgement

o to act within powers

o to exercise reasonable care, skill and diligence

o to avoid conflicts of interest

o to not accept benefits from third parties

o to promote the success of the academy trust

• Charitable trustees:

o to act honestly, reasonably and lawfully

o to exercise the care and skill of a reasonably diligent person

• The insolvent academy trust

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Some practical questions and issues to look out for

• Managing conflicts of interest

• Business disclosures

oRegistered office

oBusiness correspondence

oWebsite

• Health & safety

oPrincipal responsibilities

oCriminal responsibility and potential disqualification as a director

oPractical steps

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Feedback on Thomson Snell & Passmore

• Debbie Coslett, Executive Headteacher of the Hayesbrook School:

“The work of Thomson Snell & Passmore has been invaluable and the advice they have given us has been first rate. We could not have achieved our Academy status without them.”

• Maureen Johnson, Headteacher of Weald of Kent Grammar School:“As an outstanding school we had to be confident that the process underpinning our conversion to an Academy Trust was carried out meticulously and professionally. Thomson Snell & Passmore took time to understand our particular brief and the culture of the organisation.”

“I should not hesitate to use their services again or to recommend them to other colleagues who expect to receive high quality service.”

• Clair Wilkins, Director of Resources at Weald of Kent Grammar School: "Deciding on the right solicitors for our academy transfer was one of the most important decisions of the whole process. We established very quickly in our initial meetings with Thomson Snell & Passmore that we would receive professional and clear advice.”

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Contact us

Thomson Snell & Passmore

http://www.ts-p.co.uk/our-services/academies

Tunbridge Wells

3 Lonsdale Gardens

Tunbridge Wells

Kent

TN1 1NX

Thames Gateway

The Old Rectory

St Mary’s Road

Greenhithe

Kent DA9 9AS

• James Herbert

o Partner and Head of Corporate & Commercial team

o james.herbert@ts-p.co.uk

o T: 01892 701355

• Nick Hobden

o Partner and Head of Employment team

o nick.hobden@ts-p.co.uk

o T: 01892 701326

• Joel Kelly

o Senior Associate - Corporate & Commercial team

o joel.kelly@ts-p.co.uk

o T: 01892 701146

• Sarah Easton

o Senior Associate - Commercial Property team

o sarah.easton@ts-p.co.uk

o T: 01892 701157

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