Tell us about Kingsley Napley
Kingsley Napley (KN) is one of the best-known law firms in the UK. While we have long been recognised for our criminal litigation work, in particular white-collar crime, we also offer expertise in most other legal areas, including but not limited to: corporate and commercial, technology, data, dispute resolution, employment and immigration.
The firm has grown quite a bit since the pandemic and has been building out its corporate and commercial practice specifically, with some great hires and interesting clients. We are based in Shoreditch and so are quite close to the London-tech hub. We work with a mixture of entrepreneurial businesses and company founders in the tech sector, across most tech sub-sectors, from med-tech to fintech.
We are also part of the community at Level39 and run drop-in clinics for their members. In addition, we are proud to sponsor and to act as legal advisers to Angel Academe, the female-friendly angel investor group. We regularly act for those angels making an investment, and we have also acted for founders and companies who have pitched to the group, many of whom are in the technology sector.
Kingsley Napley is a good size to be effective across its many practice areas without being of a scale that it loses a human touch. I have been really impressed with the calibre of lawyers and the culture so far. Their ambitions in tech and data related areas make it an exciting proposition for an incomer like me with my background and expertise.
What have you joined to do?
I’ve joined KN’s Corporate, Commercial and Finance team to lead and grow its general commercial, technology and data legal advisory services. A big part of that means supporting our SME clients to put in place all of the contracts they need which underpin their business, such as: master services agreements; consultancy agreements; contracts for the supply of goods and/or services; terms of business; IP contracts; data sharing agreements; privacy notices/policies; and website and software maintenance and licensing agreements. With my appointment, the team’s services will also now include support for clients who need expert help with drafting and negotiating IT and/or business process outsourcing agreements, given my strong background in this area.
I’ll be working with a wide range of businesses of all sizes including start-ups, scale-ups and FTSE 250 companies. However, supporting tech companies is where my heart lies. I will be the overall partner responsible for providing general commercial, technology, outsourcing and data legal advisory services and for ensuring our more junior lawyers in the team are delivering great service to our clients.
Tell us about your experience and career highlights
I am an experienced commercial, technology, outsourcing and data lawyer with a history of working for leading law firms, in-house as Head of Legal for Technology & Broadcast Operations at one of the biggest UK broadcasters (ITV) and being part of the legal leadership team at one of the Big 4 professional services firms (EY).
My specialisms include:
- commercial contracts (e.g. goods and/or services; supply chain; distribution and logistics; agency);
- technology contracts (e.g. support and maintenance; software development; cloud; emerging technologies, including AI; multiplexing; playout);
- outsourcing agreements (IT and/or business process) and
- data (e.g. data protection advice; compliance reviews; subject access requests; data transfer agreements; data policies).
My sweet spot is advising on strategically important contracts for technology enabled businesses.
Throughout my career, I’ve been fortunate enough to advise clients seeking to implement some of the most innovative, high profile and high value outsourcing projects of the time. However, a common thread has also been working with many fast growth technology companies, some of which have gone on to be highly successful companies and recognised brands. It’s great to be able to support a business from its early stages and to see it blossom and succeed. It’s one of the things which I particularly like about my job, especially when it’s a cool tech company doing good things – I’ve always loved technology and gadgets, so really enjoy supporting tech companies on their journey to success!
One of my longstanding clients is a disruptive healthcare tech SME, that’s gradually changing the traditional care industry for the better, by providing remote monitoring and assistive (tech driven) care solutions for the elderly. It’s been great to see them win various industry awards, to scale and to go from strength to strength.
Another highlight was my time working in-house at ITV. This taught me the importance of lawyers providing genuinely commercial advice and not overly legalistic answers. At ITV, I became a trusted advisor to those I supported, which in turn led to me being the first ever lawyer to be invited to join the senior technology team, giving me direct access to some of the ITV Board and giving me a seat at the table where key decisions relating to ITV’s technology were made, which I am very proud of.
What are the legal essentials tech start-ups need to focus on?
For UK-based tech start-ups, addressing key legal essentials is critical to ensuring compliance and fostering growth. Some of the important legal essentials include:
Business Formation
- Entity Selection: most UK start-ups opt for a limited company for liability protection and ease of fundraising.
- Company Registration: register with Companies House and ensure compliance with UK company law. Tailor Articles of Association to your needs.
- Shareholder Agreements: define e.g. founder roles, equity splits and a dispute resolution process.
Intellectual Property (IP)
- Trademarks and Patents: protect branding and inventions by registering with the UK Intellectual Property Office.
- Copyright: safeguard original works like software code and designs.
- IP Assignments: ensure all IP created by employees, contractors and founders is assigned to the company.
- Confidentiality: use non-disclosure agreements and confidentiality clauses to protect trade secrets and other confidential information.
Contracts and Agreements
- Founder Agreements: outline roles, equity and responsibilities among founders.
- Employment Contracts: comply with UK employment law, including confidentiality and IP assignment clauses.
- Client/Supplier Contracts: clearly define e.g. terms of service, responsibilities, deliverables, IP rights, timelines, levels of service, limitations of liability, termination rights etc.
- Website Policies: draft Terms of Use and Privacy Policies that comply with applicable UK laws (such as the UK GDPR).
Regulatory Compliance
- Data Protection: adhere to UK GDPR and the Data Protection Act 2018 with strong data handling practices.
- Licenses and Standards: obtain any necessary industry-specific licenses and follow any applicable industry standards and guidelines.
- Financial Compliance: follow FCA rules if operating in fintech or handling investments.
Employment and Incentives
- Employee Classification: properly distinguish between employees, workers, and contractors under UK law and ensure appropriate contracts are put in place for each of them.
Taxation
- HMRC Compliance: register for Corporation Tax, VAT (if turnover exceeds £90,000), and PAYE for employees.
- R&D Tax Credits: claim relief for any qualifying research and development efforts.
Insurance
- Required Insurance: employers’ liability insurance is mandatory if you hire staff.
- Additional Cover: consider e.g. professional indemnity and cyber insurance for additional protection.
By focusing on these essentials and consulting experienced legal advisors, UK tech start-ups can ensure compliance, protect assets and lay a solid foundation for growth.
What can we hope to see from Kingsley Napley in the future?
My new colleagues and I are hoping that Kingsley Napley will soon be a firm everyone is talking about in the tech SME world. We have high ambitions and the firm is on its way to being a trusted and recognised adviser to tech-entrepreneurs. We are hungry and have the right expertise. Watch this space!
