This deal involved the transfer of the pan-India petroleum retail marketing and other ancillary businesses of RIL to a separate entity, immediately followed by an acquisition of a 49 per cent stake by BP in the joint venture entity.

Touchstone Partners advised BP on all Indian legal and regulatory aspects of the transaction, including conducting due diligence, negotiation and finalisation of the transaction documents (including the transfer documentation for the various assets), obtaining merger control clearance and assisting with the closing process. The transaction was led by Karam Daulet-Singh and Gaurav Desai.

SDZLEGAL Schindhelm advised Max Bögl International SE and Vortex Energy Poland on the sale of  25.3 MW 9 turbines operating onshore wind farm in Jozwin, Poland to Macquarie’s Green Investment Group (GIG). Jozwin wind farm has been operating already for nearly five years.

Legal assistance was provided by Agnieszka Łuszpak-Zając, Attorney-at-Law and Partner responsible for Department of Real Estate, Construction and Energy Law, together with Tomasz Szarek, Attorney-at-Law and Partner, Head of M&A Department and Aleksandra Krawczyk, Advocate and Partner, Team Leader of the restructuring team, who was responsible for banking and financing part of the transaction and supervising transactional work. Other SDZLEGAL lawyers involved in the transaction are Marta Ignasiak, Tax Adviser and Bartosz Frydel, Attorney-at-Law trainee.

SDZLEGAL team provided multidisciplinary support to both shareholders by assisting in negotiations of the transaction agreements, execution of conditions precedent, providing tax advice and representing clients before the financing bank in negotiations and preparation of contractual documents concerning banking debt payment.

SSW Group which carries out proprietary trading in the asset classes of equities, ETPs and bonds, has launched a flagship private cryptocurrency fund as part of its expanding digital asset offering.

ISOLAS LLP advised on the launch of the private cryptocurrency fund.

Founded in 2004, SSW Group focuses on liquidity provision, with automated trading and efficient scalability, which the company has developed into an algorithmic-trading pioneer. The company combines state-of-the-art hardware with co-location across the world to develop intelligence trading strategies.

Avocom - Affiliated Professional Firms / Avocom Law Firm LLP, in association with Arkios Legal assisted the Shelfgastechnology LLC group, based in Baku, Azerbaijan, in the negotiations for the realisation of a project finance in Iraq, called “ShelfGas Iraq” - a leading multinational company in the Oil & Gas sector -, and in obtaining a loan from investment company CITIC Holding IF Group LLC together with some institutional investors.

The total transaction value is approximately $ 180 million.

The firm provided assistance in the transaction with a team led by managing partner Francesco del Bene, assisted by partners Piergiorgio Casati, from the Milan office, and Ian Hughes, from the London office.

Hamilton Systems, located in Drayton, N.D., purchased the Fantini company and factory in Medole, Italy, where Fantini corn headers and sunflower headers are manufactured. Location of the factory will remain in Medole, where most of the employees will retain their position within the company.

Mark Hatloy and Ken Nordstrom are the new owners of Fantini. Co-owner Mark Hatloy says “We’re excited to acquire Fantini after having been the North American distributor for the last few years. Fantini headers continue to surpass all expectations when it comes to durability, productivity and workmanship. We will continue to ensure the highest quality equipment and service that we always have.”

Giovanna Giacchero acted as Legal Counsel to Hamilton Systems, Inc.

The ArlatiGhislandi studio and the two companies of the Crédit Agricole group have carried out an ambitious project that involved the audit and the re-start-up of Human Resources management services.

The personnel administration, time management and payroll services, as well as the business intelligence setting activities, were carried out through the use of ArlatiGhislandi best practices and thanks to the integrated collaboration with the Indosuez Wealth Management team in Italy.

The AG team is managed by Irene Pennelli for service activities and Cinzia Cagnan for technology management, who are led by Managing Partner Massimiliano Arlati.

An Interview With The team at ArlatiGhislandi

Why was this an ambitious project?

HR outsourcing is always a delicate affair. Even more so in the credit sector, due to the high level required and the complexities of remuneration; managing this in September with a timeframe of 30 days is a tough challenge. Nonetheless, it was flawlessly completed.

Why is HR outsourcing important and beneficial?

HR management requires specific skills and high professional knowledge, as well as constant updating of expertise and systems. Only specialised companies and professionals can guarantee services and content suitable to give added value to HR management through transparency and control.

The experience we have acquired over the years alongside our daily interaction with social security institutions and public administrations allow us to guarantee HR management entirely in line with the actual needs of the company, from: the cost assessments of startups, staff classification and to the management and discussion of litigation with social security authorities, as well as timely preparation of any document necessary for any legal obligation.

How is the firm perfect for this?

ArlatiGhislandi is a forward-thinking firm that has engrained tradition with advanced IT and has a collection of Italian pioneers in labour and union law which has allowed the firm to develop deep administrative expertise in HR management over the years.

To develop dedicated projects and high-level solutions, ArlatiGhislandi uses labour consultants, accountants, lawyers, management engineers and IT experts who work as a team to delivered tailor-made solutions.

Because if it is true that “the law is equal for all”, it is also true that “each company has its own peculiarities”; each situation requires in-depth analysis, customised tools and an overall view, without forgetting the characteristics of each individual element and the individual circumstance. This is what we have drawn from our experience and is the result of many years of practice in the profession.

Our approach towards medium/large customers and our management philosophy, strongly oriented towards the proposal of outsourcing services, have always facilitated synergies with large international companies.

The firm’s philosophy is based on two fundamental and indispensable pillars for its professionals: excellence and speed.

Invesco also assisted with the accounting and tax aspects of the transaction by Studio Vanzetta & Associati, with Partner Carlotta Veneziani and the Senior Associate Simone Berton.

An Interview With The team at Vanzetta e Associati

What tax aspects are involved when working on the liquidation for REIF?

The most important tax aspect is, for sure, related to the Italian Withholding Tax. With particular reference to non‐resident investors, it should first be pointed out that the ordinary withholding tax regime provided for the distribution of dividends by Italian companies does not apply to the proceeds distributed by REIF.

On the contrary, a 26% withholding tax normally applies to:

-              Periodic distributions of proceeds to non‐Italian resident investors, on the

amount distributed;

-              At redemption or sale of units/units, on the difference between the value of the

redemption or sale and the weighted average cost of subscription or acquisition

of the units.

Nonetheless, pursuant to Article 7, paragraph 3 of Law Decree No. 351/2001, the 26% withholding tax does not apply, regardless of the size of the investment in the REIF, where the relevant proceeds are distributed to, among others, and in the specific case at hand, to foreign pension funds and collective investment undertakings established in a state included in the white list.

What issues have the potential of arising when working on a case like this?

Apart from the above tax aspect, a crucial issue we had to face in our particular role here, was the coordination between the various professionals involved.

In cases like this, there are always lawyers (more than one firm usually, an Italian and Luxembourg firm in this case and other specific ones for financing..), tax firms who have studied the structure, depositary banks, and a number of different professionals that specialise in a specific area, in all aspects of the transaction. As per our experience, an important “piece of the puzzle”, often missing, is a figure capable of coordinating the various actors by being in contact with everyone.

Have you recently been involved in similar transactions?

Yes, we have; actually, in the past few years, we were involved in a number of similar transactions, both for REIF and SICAF.

Lastly, during December we assisted Invesco in the first liquidation of a SICAF in Italy.

In this specific case, unlike the case of this Fund, we dealt with a number of very specific aspects, especially in relation to the interaction of the Civil Code in line with the Bank of Italy regulations. One of the most peculiar aspects analysed was the possibility of distributing liquidation advances in the case of a subject regulated by the Bank of Italy.

Enterprise Investors will invest PLN111 million in Software Mind by buying 26.7% of existing shares in Software Mind for PLN40 million from Ailleron and will subsequently inject the company with PLN 71 million of fresh capital, which will increase the fund’s shares to 50.2%.

Software Mind is a part of Ailleron’s group, a company listed on the Warsaw Stock Exchange. As part of the transaction, and subject to approval at Ailleron’s shareholders’ meeting, a division of Ailleron – Enterprise Services will be carved-out from the parent company to Software Mind. Software Mind develops comprehensive (end-to-end) software solutions for clients from financial and telecommunication industries from all over the world as well as Silicon Valley unicorns. The company supports four largest mobile operators in Poland and a few that are based abroad. Software Mind operates out of four development centres across Poland.

An Interview With Konieczny, Wierzbicki Kancelaria Radców Prawnych Spółka Partnerska

What should companies bear in mind when selling a majority stake?

Giving away ownership of the company requires establishing strict rules of executing control and agreeing on managerial rights. The majority investor will not necessarily be interested in managing the company by themselves, but they will most definitely measure the company’s results and execute their powers if they are not accomplished. Therefore, it is crucial to establish clear and measurable financial goals for the company and a reliable mechanism of verifying if the board is achieving them. On the other hand, the minor shareholder should preserve crucial rights regarding the company’s operations in order to ensure that the takeover does not harm the company in the long run.

What is the biggest challenge for a legal adviser involved in M&A transactions during the company’s expansion stage?

Combining legal advice with financial knowledge and a good understanding of a company’s business is key. Agreements defining the transaction cannot be abstract and detached from business. A company in the established or expansion stage focuses on growth and reaching ambitious economic goals. It measures its success in numbers while juggling multiple challenges related to the demand for its products, taxes, personnel, insolvent contractors, or even a global crisis. A legal adviser needs to feel confident with the concepts such as normalised EBITDA, working capital, CFDF etc., and later be able to implement them into the terms and conditions of the M&A transaction. That is why we always strive to be close to the business world and understand its singularities. Our legal work should complement the business, not complicate it.

What distinguishes your work from other law firms advising in M&A and investment transactions?

We maintain focus on the companies involved in IT, Fintech and new technologies. This is a dynamically developing market that continues to push boundaries and come up with products and solutions that revolutionise other branches of the economy. By staying up-to-date with our clients and their business, we manage both to understand and foresee challenges that need to be addressed in M&A transactions, either on the side of the company or the investor. As specialists in this sector, we can recommend and implement solutions that are truly relevant to our clients and answer the challenges that they face in their business. As a boutique law firm we also maintain close, personal relations with our clients, and therefore provide security and confidentiality that these types of transactions require.

A benchmark player in its markets, Ariès Alliance specialises in the manufacture of presses and machines as well as complex mechanical parts intended for structures or engines of planes, helicopters, and launchers for civil and space aeronautics. Ariès Alliance benefits from unique know-how resulting from its mastery of hot forming and drawing technologies for hard metals such as titanium.

The group is positioned as a long-term partner of the main contractors in the industry aeronautics in Europe, North America and Asia with, in particular Airbus, Safran, Dassault Aviation, Rolls Royce, Boeing, Spirit, Kawasaki and even Mitsubishi Motors among its customers.

An Interview With Bernard Rineau Rineau & Associés Avocats

What was it like advising Ace Management?

It was a rewarding experience, with a pleasant fluidity between the firms involved. I would like to thank the colleagues of Weil Gotshal & Manges for the quality of our relations throughout this deal.

Did you run into any difficulties? How did you overcome them?

Key decisions needed to be made from time-to-time. However, the quality of the communication between everyone involved allowed the decision making not to become a problem. No serious difficulties were met.

What expertise did you and your team bring to the table?

We were the local support able to speak the singular and technical restructuring language, which is essential for ensuring a deal of any kind runs smoothly. We were fully committed in a process integrating readiness and responsiveness as imperatives.

Disabled employees often find themselves in positions where they are not properly accommodated or too afraid to request an accommodation given the stigma involved.  While the law aims to protect employees against disability discrimination, the law often falls short on the current realities that disabled employees face.  

To start, far too often are employees unaware of the processes and protocols involved in requesting a reasonable accommodation.  This is because companies do not always properly train their employees or make these policies readily available to ensure that employees can be informed on how to request an accommodation.   During orientation or onboarding, employees typically sign off on a substantial amount of paperwork such as affirming that they are made aware of the company’s discrimination policies and the policies regarding requesting reasonable accommodations.  These policies rarely resurface and training is often lacking leaving employees with little to no knowledge as to the details of these policies. If you are looking for your company’s discrimination or accommodation policies, the Company’s handbook or the Human Resources Department are usually a good place to start.  For companies without written policies or Human Resources Departments, managers or supervisors should be properly trained on these policies.  Abiding by the company’s policies is essential for ensuring that your requests for an accommodation are properly handled.

So, what accommodation should an employee request?  The accommodation requested depends on the employee’s disability and what is needed to allow the employee to perform their job duties.  For example, an employee suffering a back injury may submit a doctor’s note excusing them from heavy lifting.  An employee who suffers from gout on their foot may request a stool to sit on when they have a gout flare up.  By further example, an employee who suffers from cancer may request a modified work schedule to attend their chemotherapy appointments.   There are endless accommodations that can be available for an employee depending on their needs and their disability.

There is no requirement under the law that the employer provides the employee with the exact accommodation requested.

Once an employee makes a request for an accommodation, the law requires that the employer and the employee engage in an interactive process.  This is an informal process that helps the employer better understand their employee needs and what reasonable accommodations the employer can make available.   Depending on the disability and the request for accommodation, the employer may need to find out more about the employee’s functional limitations and compare it to the primary job duties of that employee.   For example, an employee with a back injury who can no longer perform heavy lifting may easily get their accommodation approved if they are a receptionist sitting at a desk all day and rarely has to lift as part of their job duties.  However, if the employee is a construction worker where 90% of their job entails heavy lifting, then granting the accommodation request may not be as simple.  The employer may even require medical documentation regarding the employee’s disability.

There is no requirement under the law that the employer provides the employee with the exact accommodation requested.  As a result, the interactive process is even more important and why this step cannot be missed.  As Plaintiff’s lawyers, we often speak to clients who request reasonable accommodations for their disability and the employer automatically rejects the accommodation without engaging in any further discussion.  This is a clear violation of the law.  The employee is now left without an accommodation and in a vulnerable situation at work.  These accommodations are typically needed for the employee to perform their job.  Without the accommodation, the employee may be more likely to receive a negative performance evaluation or even be terminated for poor performance.   The interactive process aims to protect the employee from a complete rejection of their accommodation request.

Unfortunately, employees are often scared to request reasonable accommodations for fear of being retaliated against.  It is unlawful for an employer to demote or terminate an employee because they have requested a reasonable accommodation.   However, despite this being illegal, disabled employees often suffer adverse employment actions or suffer a hostile work environment because of their disability.  For example, employees who request reasonable accommodations may have their disability or accommodation request leaked at work and now have to suffer the ramifications of people in the office knowing about their private medical matters.  Other times, employees are unlawfully terminated or demoted based on a physical or mental disability. In some instances, other employees make discriminatory remarks or comments about the employee’s disability.  All of these instances are unlawful.  In fact, it is unlawful for an employer to create a hostile work environment surrounding an employee’s disability.  Discriminatory comments and unfair treatment could create a hostile work environment.  All employees deserve to work in an environment that is free from discriminatory comments and unfair treatment. It is our responsibility as the Plaintiff’s lawyers to ensure that this remains true for our clients.

 It is unlawful for an employer to demote or terminate an employee because they have requested a reasonable accommodation.

COVID-19’s impact on the disability framework of the law

COVID-19 has undoubtedly created a difficult time for employers and employees’ relationships.  Not surprisingly, disability discrimination has continued to rise during the COVID-19 pandemic.  As more employees are required to physically return to work, companies are seeing a rise in accommodation requests from their employees to work remotely.   Certain disabilities may put employees at an increased risk of infection and remote accommodation could protect that employee from being exposed to COVID-19.  However, employers are not obligated to allow employees to work remotely.  This is where the interactive process comes into play again.  The employer may have a good argument that the essential functions of the employee’s job require them to physically be at the workplace.  For example, a cashier at a pharmacy will likely be unable to conduct their job remotely given that an essential function of their job requires them to be physically at work. The employer may also have a good argument that having the employee work remotely causes an undue burden on the employer.  Often an employer may try to argue that the accommodation creates an undue burden on them because it is too expensive or too difficult for them given the company’s size and finances.  Many times, the employer’s argument that the accommodation creates an undue hardship is inappropriate.  An employer cannot refuse to accommodate the employee solely because they may incur additional costs.  Each employee and employer must go through an individual assessment as to what the employer can do to accommodate that employee.

There are endless accommodations that can be available for an employee depending on their needs and their disability.

How Does the Law Protect the Employees?

It is unlawful for an employer to discriminate against an employee with actual or perceived disabilities under Federal, New York State, and New York City laws.   The Americans with Disabilities Act (“ADA”) is the federal legislation that protects employees against disability discrimination but the federal law is not so accommodating.  For example, the ADA defines disability as a “physical or mental impairment that substantially limits a major life activity”.  This definition of disability raises the bar as to what can even be considered a disability.   Luckily, states such as New York have developed their own laws that lower the standard of how a disability is defined and lowers the bar for employees to prove disability discrimination.  New York law has recently amended its state laws to mirror the more lenient New York City laws.  New York City laws are incredibly employee-friendly and better protect employees against unfair workplace harassment.

Contact Phillips & Associates if you have been discriminated against based on your disability or retaliated against for requesting a reasonable accommodation.  We are here to advocate on your behalf and fight for equality in the workplace.

Brittany A. Stevens, Esq.

Partner

45 Broadway, Suite 430

New York, NY 10006

(212) 248-7431

www.newyorkcitydiscriminationlawyer.com

Ms Brittany Stevens is an experienced sexual harassment and discrimination attorney at Phillips & Associates PLLC.  Ms Stevens is a passionate litigator who believes strongly in civil rights and fairness in the work environment.  In 2018, 2019, and 2020 Ms Stevens was recognised as a "Rising Star" by New York Super Lawyers for her contributions in employment discrimination. Ms Stevens has also been recognized as a "Best Attorney" by both the Best Attorneys of America Association and by the American Institute of Legal Counsel.   Most notably, Ms Stevens has been added as a member of the "Million Dollar Advocates Forum" where she is recognised as a top trial lawyer in America.  The Million Dollar Advocates Forum is recognised as one of the most prestigious groups of trial lawyers across America.