Understand Your Rights. Solve Your Legal Problems
On April 1st 2024, Humza Yousaf, the first Minister in Scotland introduced the Hate Law bill in an attempt to reduce the amount of hate crime those in targeted groups receive.
This bill makes it a criminal offense to incite any hated on the basis of age, race, religion, transgender identity, sexual orientation or disability. Any comments or action which is presented as threatening, abusive or has the intention to incite hatred will be treated under the new bill.
The penalty for those found guilty of hate crime has been set at a maximum of 7 years prison sentence.
The Scottish Police reported that they receive at least 3800 hate-crime complaints in the law’s first 3 days confirming that the public desire to have those making comments to be addressed.
In Scotland, prosecutors recorded 1,884 hate crime charges in 2022-23 relating to sexual identity and 55 relating to transgender identity.
The aim is to reduce the threat which those in the groups above are subject to either online or in person.
Rowling has been outspoken in her opposition to the hate law bill and argues that the prosecutions are too broad and leave it open to the chance of criminalising free expression. She has often been known to comment on social media about transgender people and making remarks which misgender and undermine their experiences.
When the bill came into action Rowling took to social media, writing, “Freedom of speech and belief are at an end…if the accurate description of biological sex is deemed criminal.”
Rowling has lived in Scotland since 1993 and dared the Scottish police to arrest her for the above remark. The Police assessed the comment and decided that this was not a threat and so there was no need for an arrest.
JK Rowling has been criticised as her comments heavily undermine the real violent threats which may transgender people are subject to and which the bill is hoping to help with.
Rishi Sunak has been defending Rowling and promising that his party will “always protect” free speech.
Elon Musk describes himself as a “free speech absolutist” as he began remoulding X from his takeover in 2022. He has commented on his belief that free speech should be preserved which has been part of his mission for X.
According to the Washington Post, research revealed a rise in hate speech, anti-Semitic posts and QAnon conspiracy theories has been found on X since Elon Musk bought the platform.
Comedians are also expressing concern about the bill, and whether this will limit what they can say during their sets. The Scottish Police have expressed that the bill will not target comments made in jest or expression of thoughts whether they are shocking or different. The bill is there to address violent and abusive comments which could become or are threats.
This merger creates one of the biggest groups in the hospice sector.
St Barnabas House in Worthing and Chestnut Tree House in Arundel will operate under their existing names and identities but be governed by one leadership team.
St Barnabas Hospice was advised by Girlings Solicitors with Caroline Armitage and by DMH Stallard with Jonathan Grant, supported by Ben Price and Simon Bellm.
“The success of this merger demonstrates Girlings’ ability to project its charity expertise beyond Kent.”
Anaam International holding group announces its capital increase through a SAR 236.25 million rights offering. They are offering SAR 551.25 million shares at SAR 0.50 each to increase the SAR 315 million to SAR 551.25 million.
‘Anaam Holding is a publicly listed company with activities in several sectors that historically covered: Livestock, Agriculture, Frozen food wholesale, and Third-party logistics upon company formation.’
KN&P provided legal counsel to Anaam International Holding Group which included conducting a thorough legal due diligence review of documents and records whilst identifying any potential risks affecting the rights issue. The KN&P team was led by Mohamed Alnafea, Khalid Nassar and Hanadi Jamjoom.
It was announced that OJ Simpson died on the 11 April 2024 at 76 years old from cancer which he had been battling for almost a year.
He was an NFL star for 11 seasons, playing primarily with the Buffalo Bills.
OJ Simpson is known for his football career but also widely known for the public trial which set his reputation on a new path in 1995 when he was the suspect of a murder.
In 1994 Nicole Brown Simpson and her friend, Ronald Goldman were murdered in LA, O.J. Simpson was an immediate prime suspect.
Simpson attempted an escape in the back of his friends car however, this was televised and he was caught and arrested. Britannica estimates there were around 95m views of this arrest.
The Motive of the Accused - The case declared his motive was due to evidence of domestic abuse towards his ex-wife, Nicole Brown Simpson prior to the murder.
There was evidence of OJ Simpson’s blood found on his sock along with the blood of the victim too.
The Legal team – Simpson’s attorney’s consisted of, F. Lee Bailey, Robert Blaiser, Shawn Chapman Holley, Robert Sharpiro, Alan Dershowitz and Robert Kardashian. This team was often referred to as, ‘The Dream Team.’
As the case was so public with the world divided on the case, those included on the case became public figures.
Jonnie Cochran was an attorney working on the case who made a substantial move for Simpson when making him try on the glove found at the scene, which seemed too small for OJ Simpson. This created Cochran’s famous line from the trial,
“If it doesn't fit, you must acquit.”
Cochran worked on many public cases in particular, those involving the African American community.
Simpson’s attorneys argued that evidence from the case had been mishandled and so could not be taken as true. Simpson’s attorneys had found evidence that Mark Fuhrman, the detective on the case had been using racial slurs when talking about OJ Simpson and was found to be racist about the defendant.
This argument was seen as a turning point in the case in 1995 as they declared racial motivation from the LA Police Department, as well as fuelling the public’s support of OJ Simpson as an African America fighting the system.
OJ Simpson was found not guilty in 1995, however the families of the victims decided to sue him for wrongful death.
This was the start of the civil trial in 1996 which found OJ Simpson guilty making him pay $35m to the victims families.
This case was seen as a huge moment for African Americans and their experience in the legal system, which often worked against black people. His verdict was both celebrated and condemned across the world.
Many Civil rights advocates view the trial as an example of the effects of wealth and privilege on the criminal justice system. OJ Simpsons fame and wealth were a huge supporting factor in his case, the question remaining of, would another African American from a different lifestyle fare so well in his position?
Robert Half found that 60% of law firms are hiring for new permanent roles, 36% of law firms say they plan to staff vacated permanent positions.
40% of legal professionals are looking for a new roles which helps managers recruit from a wide talent pool.
A survey from the American Bar Association revealed that almost 70% of law firms struggle to find qualified candidates to fill positions.
The demand for lawyers outweighs the supply and which is affecting law firms and the working hours of current legal professionals.
A survey done by Michael page recruitment consultants found that 55% of legal professionals believe the shortage of skilled lawyers to be the most substantial threat to the growth in the legal sector. This skill shortage is increasing the pressure on current employees in many law firms, as we know an already stressful job
In the past few years we have seen people become more comfortable with working from home and the flexibility this provides. With a better work life balance legal professionals can better manage their stress levels.
Legal professionals are now largely looking for jobs which can offer a competitive salary, flexible working arrangements as well as opportunities for career development.
Alexander Edwards, partner in Rosling King’s Banking team, reviews a recent case where the Court of Appeal reconsiders the test for determining if a material adverse change (MAC) had occurred within the context of a business acquisition. Furthermore, if there has been a breach of a MAC clause, what practical considerations can we take away from this decision going forward?
In Decision Inc Holdings Proprietary Ltd v Garbett [2023] EWCA Civ 1284, the Court of Appeal considered whether the High Court was wrong in ruling that a company had breached a warranty that there had been no material adverse change (MAC) in a target company’s prospects.
The Court of Appeal overturned the first instance decision of the High Court, on the basis that the High Court had applied the wrong test for determining if there had been a MAC. The Court of Appeal judgment does not set any new law; however, it provides useful guidance on how the Court will interpret MAC clauses.
The claim relates to a share purchase agreement (SPA), pursuant to which two individuals (the Sellers) agreed to sell to, Decision Inc Holdings Proprietary Limited (the Buyer), the issued shares in an IT consultancy company, then known as Copperman Consulting Limited (the Company).
As part of the due diligence process in the lead up to the parties entering into the SPA in October 2018, the Sellers provided the Buyer with a number of documents which had a bearing on the Company’s financial position.
The success of the Company was linked to the continual winning of large and lucrative mandates from clients, meaning that the pipeline documents provided by the Sellers were essential for the Buyer to assess the financial state of the Company.
Shortly after entering into the SPA, the Buyer received further documents which had a bearing on the Company’s financial position, most notably, monthly accounts for August 2018 and September 2018, which revealed significant net losses in the Company’s turnover.
It became apparent to the Buyers that the actual financial position of the Company did not correspond with the financial prospects initially provided by the Sellers pre-completion. Subsequently, the Buyer issued a claim for breach of warranty against the Sellers alleging that there had been a MAC in the turnover or prospects of the Company at the time the SPA became effective, and that the records of the Company were not accurate.
The High Court suggested that the issue between the parties was “relatively straightforward” – the Sellers sold the Company to the Buyer, the Company performed substantially worse than expected in the months after the acquisition, and the Buyer feels that they were misled.
To establish if there had been a MAC, the High Court adopted a threefold approach:
The High Court concluded that there had been a change between the baseline figure and the actual figure, and that the change had been both “material” and “adverse”. Consequently, there had been a MAC.
The Court of Appeal stated that the High Court had applied the wrong test for determining whether there had been a change in the Company’s prospects. The Court of Appeal’s rationale for finding against the Buyer and upholding the appeal was as follows:
To reiterate, the Court of Appeal judgment does not set any new law; however, it provides useful guidance on how the Court will interpret MAC clauses.
Ultimately, the best way to avoid uncertainty and, possibly, costly and protracted litigation proceedings, is to ensure that any MAC clause is drafted clearly and unambiguously, with sufficient detail in respect to the particular transaction.
Alexander Edwards acts for clients in connection with finance, commercial and corporate matters, specialising in real estate debt finance, including senior and mezzanine loans, bridging finance as well as restructuring existing loan facilities. In addition, Alex’s construction law expertise allows him to provide a comprehensive service to his clients on development finance transactions, dealing with both the finance and construction elements.
Alex also advises on all forms of contentious and non-contentious insolvency situations, mergers and acquisitions, corporate and commercial contracts, and corporate governance issues.
Rosling King LLP is a London-based law firm specialising in serving the needs of financial institutions, corporates and individuals. For more information, please visit www.rkllp.com.
For further information please contact Alexander Edwards at Rosling King LLP on alexander.edwards@rkllp.com or 020 7246 8061.
Decathlon has announced the opening of a new store in Clerys Quarter in Dublin’s city centre which is expected to see busy days ahead in this sought-after location.
Decathlon is a French retail company providing an array of sporting goods in over 50 countries and is known as the largest sporting goods retailer worldwide.
The company has taken a 30-year lease on the unit which is set to open later in 2024.
Dillon Eustace advised Decathlon throughout this deal and their team was led by Kelly O’Hara, Partner, Real Estate and included Breifne Muldoon and Amy Murphy, Associates in Real Estate.
This was our first time working with Decathlon and we were delighted to help them lease such a high-profile new store. The store forms part of an historic building in Dublin city centre which has been re-developed as a mixed-use retail, office and restaurant scheme. As team lead, I made sure that the Dillon Eustace team spent a lot of time getting to know the Decathlon team and their technical advisors. It was vital that we understood their practical requirements for both store opening and store operation to ensure that these would be reflected in the lease and related transactional documents.
This was our first time working with Decathlon and we were delighted to help them lease such a high-profile new store
It was necessary to work as a project team to address the issues arising and to meet the target dates. Our team includes specialist construction lawyers who oversaw the review of the construction and design team documents for the deal. Another colleague undertook a review of the landlord’s title and planning documents while I led the lease negotiations, with the whole team working together to report to our client, take instructions and deliver the project on terms acceptable to our client.
The deal represents the first city centre premises and multi-tenanted building that Decathlon has leased in Ireland. As a new project for the Decathlon team in Ireland, there were many “learnings” to which we were delighted to contribute, and which will stand our client in good stead on future deals to expand its footprint in Ireland. We have assisted many new entrants to the real estate market and we pride ourselves in working closely with our clients to help them expand their businesses. As a multi-disciplinary practice, we provide advice across the legal spectrum to include the establishment of vehicles for real estate projects and the provision of specialist tax advice.
As a firm, we are well known for providing detailed legal and pragmatic advice and working hand in glove with our clients to achieve their goals.
Although the Clerys building is a protected structure and the current building dates from 1922, it has been extensively re-developed over the past few years. It was important for our team to understand the re-developed building and the rights that our client would require to operate its store, including for deliveries, tenant plant, flexibility in relation to store layout and window displays. We were also mindful of the historic façade and features of the building and we worked closely with our client, its agent and the developer’s solicitors to address all these issues in the lease.
It was challenging to meet the short timeframe for the deal. We undertook the project in a spirit of a collaboration with our client and the developer’s team to ensure the timeframe was met. To the extent that issues arose, these were raised, teased out and addressed pragmatically. As the store fronts onto O’Connell Street, the historic thoroughfare in the heart of Dublin, a key concern surrounded the extent to which external matters such as roadworks or parades, might impact on trade. This is clearly an issue for any city centre premises and underscores the need for city centre businesses to work together to address such issues with all interested parties, including the local authority, should they arise.
Decathlon is presently fitting out its store. We are on hand to assist with any issues that arise with this, including in relation to obtaining all necessary statutory consents. Our client is also required to deliver various documents to the landlord at the end of this process and we will work with them to ensure these obligations are met.
An initial public offering of a 30% equity stake in Athens International Airport S.A. (AIA) was launched by the Hellenic Republic Asset Development Fund (HRADF), the state agency assigned with the implementation of the privatisation programme of Greece.
The IPO included a public offering to retail and institutional investors in Greece and an offering to international institutional investors outside of Greece pursuant to a private placement and the listing of all AIA’s shares for trading on the Regulated Securities Market of the Athens Exchange (ATHEX). The proceeds from this listing came to EUR 784.7 million.
This IPO is expected to create beneficial revenue for the country, as this is the biggest initial public offering in Greece in over 18 years and AIA is the operator of the largest airport in Greece.
To better understand the challenges that this transaction faced, we need first to get an idea of the particularities of the corporate status of AIA.
AIA is a special utility company established as a Greek société anonyme to hold a 30-year BOT concession for the new greenfield airport 30 km from central Athens (the Airport) pursuant to the Airport Development Agreement (the ADA) entered by the Hellenic Republic and private sector parties on 31 July 1995. The ADA and the articles of association of AIA were ratified by virtue of Law 2338/1995 (the Ratifying Law).
The Airport commenced its operations in 2001 and a 20-year extension of the concession period was ratified by Law 4594/2019 and became effective on 19 February 2019.
The shareholders of AIA prior to the IPO were the HRADF (with 25% of the shareholding of AIA), Greece’s sovereign wealth fund HCAP (with 30% of the shareholding of AIA), Avialliance, a wholly owned subsidiary of the Canadian pension fund PSP Investments (with just over 40% of the shareholding of AIA), and members of the Copelouzos family (with a bit less than 5% of the shareholding of AIA).
As in other similar concessions where the State remains a party in the concessionaire company, the ADA and the articles of association of AIA included detailed provisions imposing limitations to the holding and transfer of shares as well as a distinct corporate governance structure, with a view of safeguarding the State’s and the private shareholders’ interests in this investment.
It was these corporate particularities that posed certain significant challenges to the planning and execution of the IPO. In this respect, a consensus of all shareholders needed to be obtained, so as to pursue the lifting of all share transfer restrictions and proceed with the “opening” of the company to new investors. At the same time, since the corporate governance regime was in certain of its elements unique (BoD composition and election process, special quorum and majority in GSMs etc.) the shareholders needed to adapt it to the requirements of a listed company, so as to pass the scrutiny of the Hellenic Capital Markets Commission and of the Companies Registry, but at the same time balance established interests the day after. Finally, all relevant agreements and arrangements between the shareholders needed to be legally valid and sustainable both for the regulatory authorities as well as for the benefit of the prospective investors.
DVLaw acted as Greek law counsel to HRADF since its first attempt in 2019 to sell its 30% stake in AIA through a trade sale. The international tender process was postponed at the beginning of the binding offer phase in mid-2020 due to the COVID 19 pandemic and was finally abandoned following HRADF’s strategic decision to pursue an IPO. We have advised HRADF throughout the whole preparatory IPO phase with the negotiation and finalisation of a multi-layer and interconnected set of arrangements between the shareholders, the company, and the competent authorities. This included, inter alia, a comprehensive memorandum of understanding that put in place the road map until the IPO and the listing of AIA’s shares on ATHEX, the enactment of a set of special legislative initiatives allowing for the adaptation of the corporate governance structure of AIA with that of a listed company, which were designed to take effect upon the successful listing of AIA’s shares on ATHEX, a shareholders’ agreement that regulated important aspects of the company’s governance in conformity with the law and two cornerstone agreements with the existing private shareholders of the company. Furthermore, during the actual IPO process all the above arrangements were properly disclosed in the Prospectus and HRADF, as selling shareholder, abided to its regulatory obligations pursuant to the Prospectus Regulation and other pertinent legislation.
We were really fortunate to work with a dream team of legal advisors. White & Case and Your Legal Partners also acted as advisors to HRADF. Latham & Watkins and PotamitisVekris were the legal advisors of AIA, Milbank and Zepos & Yannopoulos acted as legal advisors to the Managers and the Underwriters, Linklaters and Koutalidis acted as legal advisors to Avialliance.
Working with leading practitioners from top-tier Greek and international law firms around the clock for many months was an unprecedented experience for our team and a valuable lesson on coordination and collaboration in tackling complex legal issues posed by the unique status of AIA.
The whole process required us to follow a strict timeline with many actions on the critical path. Under the inspired guidance of the project managers of HRADF, the involvement of these professionals ensured the smooth and seamless completion of the individual milestones to the benefit of all parties involved.
Above all, however, this IPO reaffirmed that there are some key principles that must be followed and applied in this type of multi-person transaction. These are the commitment to the client’s needs, the willingness to be agile and accept legal improvisation when approaching complex or unprecedented issues (such as the conditionality of the special corporate governance legislative provisions on the successful outcome of the IPO and the listing) and the need to always look for a balanced approach and to prefer consensual solutions rather than coercive actions.
Indeed, AIA’s IPO was the first significant IPO in Europe for 2024 and the biggest IPO in Greece in almost two decades. The proceeds amounted to approximately €785mn, implying a market capitalisation at listing of €2.46bn. It was oversubscribed approximately 12 times with strong demand exceeding €8bn from local and international investors and with over 20,000 individual applications received for the Greek public offering leg of the combined offering.
This extremely successful IPO marks a historic moment in Greece’s economic trajectory, as it reflects the growing investor confidence in the Greek economy.
It also reinforces the strong momentum for the Greek capital markets and the Athens Exchange, contributing 2.5 billion euros to the market’s capitalization. For AIA, the diversification of the investor base will unlock long-term value for the enterprise and should be considered as a strong “vote of trust” to the company and its development plans. As for HRADF, the IPO is the latest of a series of very successful transactions that showcases the unwavering dedication and professionalism of the fund and its management team in implementing the privatisation programme of Greece.
DVLaw is a well-established law firm focusing on core areas of commercial activity, including banking and finance, NPLs markets, capital markets, corporate and M&A, privatisations and tax. As regards its privatisation practice in particular, DVLaw has an established relationship with HRADF since it has been involved in some of its landmark transactions, such as the €1.23 billion takeover of 14 Greek regional airports by Fraport Greece, the privatisation of the Marina of Alimos and the privatisation of the Greek regional port of Igoumenitsa through the sale of HRADF’s 67% shareholding in the Igoumenitsa port operating company to a consortium led by Grimaldi group. Our expertise has been recognised also by Greece’s national growthfund HCAP, which is the sole shareholder of HRADF. In this respect, we have been mandated to advise HCAP for the privatisation of the regional airport of Kalamata through the granting of a long-term concession, the tender process being now in its binding offer phase, and we have been selected to be part of the group of advisors that will assist HCAP in its effort to privatise the remaining 22 regional airports that are in its portfolio of assets. We hope that we will maintain and strengthen the trust our clients have in us.
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Donald Trump has been in an ongoing civil fraud case led by Letitia James since last year and has now posted a $175m bond. This was an agreed amount after an appeal bringing it down from $454m
By posting the bond Trump has now prevented James from being able to seize any of his assets including Trump tower, his Florida estate and resort and Golf course reported by The Times.
This civil fraud case is not the only legal trouble Trump has found himself in in the lead up to the Elections planned for late 2024.
Trump has 4 legal cases which include 91 charges altogether.
The first case involves hush money paid to an adult film actress before the 2016 elections. The actress reports the money was paid to her to keep quiet about her affair with Donald Trump.
The $130,000 was documented as legal fees in Trump’s business records and this is just one of the 34 counts of fraud under campaign finance laws that Trump is being investigated for.
The trial for this case is now scheduled for April 15 and this will be the first criminal trial of a US President.
The first trial has taken place where Trump was tried for falsification of records to sway the results in the 2016 election. He is accused of paying Stormy Daniels $130,000 to cover up an affair and then illegally reimbursing his lawyer, Michael Cohen for the money and recording it as legal fees in his records.
The jury consisted of seven men and five women.
Trump's lawyer, Blanche argued that there is no crime for influencing for an election stating, "it’s called democracy”. The defence argument consisted of Trump being unaware of the Hush money as his former personal counsel, Michael Cohen was left to handle it and Trump only had to sign it.
David Pecker, the former publisher for National Enquirer was called as a witness by the Prosecutor as they argued a strategic partnership between Cohen and Pecker. They created a plan to keep damaging information out of the public eye prior to the 2016 election.
The prosecutor also brought in quotes from the set of Access Hollywood tapes where Trump was clearly making vulgar comments about sexually assaulting women, the tape came out just a month before the election. This was pinned down to being 'locker room talk' however, when Daniels made her claim this became a panic for the campaign and paying her hush money was the only way to maintain appearances for Trump in 2016.
We wait for the verdict to come.
The BBC reports that In 2020 it was found that Trump had been allegedly pressuring officials and spreading false information in order to delay the certification of Biden’s victory in the election.
This has led to 4 cases of conspiracy to defraud the US as well as conspiracy against the rights of citizens.
A leaked phone call allegedly found Trump requesting the top election official in Georgia state to find more votes in favour of Trump.
Trump and 18 others were found to be conspiring to overturn his defeat in the 2020 election.
This found Trump with a racketeering charge which could result in a 20 year prison sentence, Trump has pleaded not guilty and has described the charge as politically motivated.
When Trump left office he was found to be mishandling classified documents as he travelled to his new residence with documents from the White House.
He is also being investigated for obstructing the FBI when they were trying to retrieve them.
This falls under the Espionage Act which could result in a sentence of 10 years in prison. As well as a 20 year sentence due to withholding or concealing documents.
Trumps lawyers are trying to delay the trial until after the November Election.
Trump has continually pleaded not guilty to all cases.
The founder of FTX, a trading platform for cryptocurrency, Sam Bankman-Fried has officially been sentenced to 25 years in prison for his fraud and embezzlement crimes.
Created in 2019 to trade cryptocurrency. Customers could open accounts to trade and buy cryptocurrency and then convert this into real cash which they could withdraw into their bank accounts
Late 2022 the company went bankrupt after billions of dollars of customers’ money had been lost due to fraud. The company went bankrupt and millions of customers were locked out of their accounts unable to withdraw their money. Some had lost their life savings.
Customers lost in total around $8bn as well as investors losing roughly, $1.7bn.
FTX shareholders are extremely unlikely to see their money returned and this includes, Tiger Global Management, the Ontario teacher’s pension plan, Sequia Capital as well as the New England Patriots owner Robert Kraft and NFL quarterback, Tom Brady and Ex-wife, Gisele Bundchen who advertised for FTX.
Their stakes were at one point valued at tens of millions and now are worthless.
The hedge fund, Alameda Research was supposedly holding $11.3bn but according to accounting experts present at the trial, only $2.3bn of this could be found.
In November 2023 Sam Bankman-Fried was convicted of 7 charges of wire fraud and conspiracy.
Sam Bankman-Fried had been living lavishly with colleagues using the money for their own personal lives and gains.
Prosecutors demanded a 40-50 year sentence for Sam Bankman-Fried arguing that the crimes could be repeated as well as a need to deter other from similar acts.
Bankman-Fried’s lawyers asked for a 6 year sentence arguing that this was his first offence and he was non-violent, as well as the promise that customers would be paid back in full.
This latter claim was rejected by the judge as “illogical” and “Speculative”. The current CEO of FTX also rejected this as the amount of money lost could not be paid back by the company.
Today, the Judge agreed on a 25 year sentence for Sam Bankman-Fried.
Related: FTX investors halt lawsuit against law" firm Sullivan & Cromwell
