Understand Your Rights. Solve Your Legal Problems
The Norwegian company, Yara which specialises in the production and marketing of high-end fertilisers has sold its entire stake in Yara Cameroun. The sale means Yara Cameroun will operate under the name Hydrochem Cameroun. Noutchogouin Jean Samuel (NJS) bought the shares which marks a turning point for the group extending their influence in the agricultural sector. NJS has ambitions for expansion projects which will strengthen food security and promote innovation in the agricultural sector.
Yara were supported by Zangue & Partners providing legal advice during this deal and were honoured to have successfully led this transaction.
The role of Zangue & Partners consisted of;
Reviewing the transaction in accordance with Cameroonian law; Monitoring for the obtention of the authorisations required to complete the transaction; Assisting with the labour issues arising from the transaction; Monitoring and assisting with the fulfilment of the conditions precedent to the completion of the transaction; Monitoring the completion of post-closing formalities.
They remain at the entire service of their valued clientele.
“Zangue & Partners – personalised advice, effective solutions, availability and expertise to support your needs.”
Effisus develops and sells integrated solutions for civil construction to promote the energy efficiency of buildings and guarantee the tightness and fire protection of facades and roofs.
This acquisition falls within the scope of Viriato Capitals strategy and aims to enhance the company’s growth, strengthening its position in the current markets and encouraging the opening of additional markets.
Viriato Capital plans to support Effisus in the development of solutions that will contribute to greater sustainable energy efficiency in buildings and consequent preservation of the environment. Viriato Capital received legal advice from CCSL Asvogados and also included a team from Farrer & Co.
The founders of Effisus were advised by law firm Teixeira & Guimaraes – Sociedade de Advogadosas, as well as the consultancy firm, Hub Advisory, who acted as M&A advisors.
Hub Advisory Partners has been advising Effisus on finding and executing the best strategy to address the future for both shareholders and the company. The company has enormous potential both in terms of its portfolio of solutions and products, its approach to the market, its geographic locations and market expectations. Our role has focused on managing the entire process, addressing potential investors, qualifying the project, negotiating the conditions and closing the deal.
Identifying the challenges of both shareholders and companies and translating them into realistic and executable strategies is the first step to address the different challenges to be faced within this kind of process. How to approach growth in a sustainable way, how to finance it, both organically and non-organically and how to integrate different cultures from shareholders to the organisation. These are very common challenges, which we address on a bespoke basis for every project. This deal has been very intensive from a cultural fit standpoint, aligning long term interest for both parties required a lot of fine tuning so all pieces fit together.
The potential of Effisus' solutions for commercial buildings is huge, and its geographical footprint with premises in the UK, EU and Middle East are an outstanding platform to leverage growth. Its business model will require a considerable reinforcement of commercial and technical support teams.
Viriato is aware of both the opportunity and the challenges to be faced and has already outlined an ambitious plan to be executed in the upcoming years.
Our business relationships are based on an exquisite knowledge of our clients' needs and expectations, allowing us to execute transactions and strategies in a very realistic way; Trust Building. Trust is very important due to the very intimate nature of the projects we execute. As an independent firm, our professional advice is sometimes not fully aligned with the shareholders or management conventional wisdom, and we need credibility and trust to share our thoughts regardless our clients view on the matter.
Our expectation is to continue to maintain high value-added relationships with our clients. HUB advisory follows a “boutique” approach, and we take great care and attention to our relationships and the execution of our engagements. We invest a lot of time with our younger associates, so this culture permeates and is perceived by our clients from our whole team.
Albaron Partnes LP has announced the completed sale of Albaron Podiatry Holdings LLC, Beyond Podiatry. This is the Midwest’s leading podiatric medicine practice management company, sold to CUC Inc.
Alboron Partners is an operationally middle market healthcare private equity firm.
Beyond Podiatry treats over 250,000 patients every year since being founded in 2018.
This transaction marks the first acquisition for CUC Inc, as well as the first private equity exit in U.S. podiatry.
Cozen O’Connor was the legal advisor to Albaron Partners.
“We partner with clients throughout all phases of a sale transaction with a focus on increasing value and minimizing risk.”
Cozen O’Connor represented Albaron Partners the controlling shareholder in the sale of its interests to CUC. The team included M&A attorneys, tax attorneys, employee benefits attorneys and health law attorneys.
The buyer was new to the U.S. market. Healthcare is a highly regulated industry. They did an incredible job coming up to speed quickly. The only way to ensure a smooth process is constant communication with the client, the attorneys for the other side and amongst our internal team. It’s very important to set and keep expectations.
Albaron’s general counsel is extremely knowledgeable about the business and the M&A process. Having a skilled attorney in house makes the process much smoother.
I spend significant time with clients to understand their priorities and communication style. I am involved in every step of all transactions. We don’t dump clients or transactions on junior attorneys. I understand a transaction is not about me winning arguments or points, it’s about the client reaching a successful conclusion, as they define it.
Cozen O’Connor’s Corporate Practice and attorneys have been consistently ranked by Chambers USA, IFLR and The Legal 500. In addition, the firm was named a Cannabis Practice of the Year for 2024 by Law360.
The firm recently launched its Global M&A Practice, comprised of attorneys who are well versed in the legal and regulatory requirements of diverse jurisdictions, as well as in the cultures, customs, and mores that underlie all successful international deal making. As a North American-based firm with more than 30 offices, Cozen O’Connor partners with foreign law firms to assist their international clients in executing M&A deals, as well as guides domestic and foreign clients in trajectory-changing transactions.
Founded in the United States, Cozen O’Connor expanded its corporate presence into Canada in 2023 with the addition leading corporate and securities attorneys in both Toronto and Vancouver. The firm continues to further expand its offerings with the strategic addition of attorneys throughout North America.
Bf International Best Fields Best Food is a company controlled by Bf spa and has launched the corporate partnership with Musahamat Farms.
Musahamat Farms is a Ghanaian company active in the agricultural sector and implements a sustainable agricultural project aimed at technology transfer.
This partnership which was approved by the Board of Directors of BF Ghana, is intended for the cultivation and production of corn, soybeans, wheat, rise, tomatoes for the domestic market. As well as investments for the construction and implementation of an irrigation system that allows the extraction of water from the Volta River and will include trunk lines to transport and supply water throughout the area. This is an international development project for the BF Group.
Musahamat Farms were provided legal counsel from Lex&Co.
“Coming together is a beginning; keeping together is progress; working together is success” - Henry Ford
Throughout this project, (together with Bf International Best Fields Best Food’s legal advisors, Grimaldi Alliance) our team at Lex&Co played a central role in comprehensively structuring the deal and laying a solid foundation for the partnership. We conducted multiple rounds of thorough reviews of the legal documents before finalizing them, ensuring precision and seamless alignment with our client's objectives.
Ultimately, this partnership emerged through the shared interests and eagerness of the involved parties. The collaboration between legal teams and financial experts across various jurisdictions played a crucial role in paving the way for the successful partnership.
Having direct contact with our legal experts offers clients a sense of comfort and reassurance, knowing that any issue that arises can be promptly and diligently addressed. This accessibility ensures clients feel supported and confident, knowing their concerns will be attended to by professionals familiar with their case.
This approach not only streamlines decision-making processes but also enhances overall project efficiency. By facilitating immediate access to expert guidance, we prioritize client satisfaction and cultivate strong, collaborative relationships that contribute to long-term success.
At Lex&Co Legal Counsels, we value diversity, collaboration and a global perspective. These are all elements that are essential in international projects. By engaging in such endeavours, we uphold our commitment to providing comprehensive legal support tailored to the unique needs of clients operating in a global context.
The experience of working with Musahamat Farms was gratifying and affirmed our commitment to navigating the complexities of global business. It allowed us to leverage our expertise in international law and commercial transactions to assist Musahamat Farms in navigating complex regulatory landscapes and expanding their operations globally.
Throughout our collaboration with Musahamat Farms, our advisory role involved structuring the intended partnership and conducting meticulous review of legal documents to accurately capture the involved parties’ intended arrangements. Our advice spanned over a few fundamentals including safeguarding client’s rights, consideration of their objectives, and how they can be executed. Therefore, we meticulously aligned the documentation to ensure coherence and effectiveness.
What distinguishes Lex&Co is our consistency in delivering tailored services and truly understanding our client’s utmost needs. We take pride in our ability to seamlessly communicate with our clients and provide around-the-clock assistance, reinforcing our commitment to supporting our clients throughout their journey.
We provide continuous support to our clients beyond the project's conclusion, ensuring their long-term success. This support includes assistance with any additional legal matters or challenges that may arise. Our unwavering commitment to ongoing support reinforces the stability and effectiveness of the partnership, contributing to its sustained success over time.
The closing of any transaction marks the beginning of a sustained commitment. We are dedicated in accompanying our client throughout their entire journey and ensuring that their evolving legal needs are met.
Manchester City Football Club, a prestigious English club which was founded in 1880 has been caught up in a legal fight with the Premier League for several years without any convictions. The Club, which is currently standing at number 2 in the premier league table has been breaching FFP and Premier League policies.
Sky Sports states that the Premier League have charged the football club with 115 breaches of their policies across 15 different seasons.
These breaches include failing to disclose accurate financial information and managerial remuneration details. The breaches occurred during periods across 2009-2018 in which time the club won the league 3 times.
Financial Fair Play policies were introduced in 2009 when the UEFA was concerned about the number of clubs spending more than they were earning in their pursuit of success. The clubs were creating debts that were not sustainable and would have led to bankruptcy for them.
The Premier League adopted their own set of FFP, focusing on profitability and sustainability rules.
This means that now the Premier League reviews each club's spending and sets a limit on the extent to which they can keep running a loss. No club is allowed to lose more than £105 million over 3 years.
However, this does not include spending on investments in the stadium and training ground, community programmes, women's football, and youth development instead these are known as 'add-backs' and are excluded from the restrictions.
These policies allow for each club to prevent unsustainable debt and so prolong their existence. Additionally, each team is restricted in spending meaning no one club can benefit from financial investments and ideally have equal opportunity in the Premier League based on skill levels.
The club were suspended in 2020 for 2 seasons and fined EUR30 million however this was lifted after an appeal at the Court of Arbitration for Sport (CAS) and the fine was reduced to EUR10 million. The statement was that the breaches were not established and so the club could not be convicted for them.
Manchester City were not the only team who have been accused of breaching the policies. Everton and Nottingham Forest were also charged with breaching the profitability and sustainability rules. Everton were deducted 10 points in the league back in November.
Not only have Manchester City breached the rules, but the Premier League also allege that they did not comply with UEFA’s financial policies over the course of 5 years. The Guardian reports that they have also been accused of not fully and appropriately cooperating with the Premier League's investigation.
Manchester News informed us that in the last two years, the club has spent more than £400m on signings and not had a significant amount coming into the club.
The club also suffered a £42m fiscal year loss after reporting a record deficit of £115m in 2022.
Manchester City are spending far too much with not enough profit being returned. This is a clear breach of FFP and could result in fines or a deduction of points in the premier league.
Manchester City have denied all claims of breaches, making the case complex and explaining why it has taken so long to reach any verdicts.
"The Premier League and its clubs met and held productive discussions in relation to a number of matters. This included plans to move towards a new financial settlement with the EFL - and to agree a long-term deal for the good of English football."
From the latest Premier League meeting which was focused on how to make sure the FFP policies are being followed strictly, no verdict has yet been reached however discussions on making sure football clubs adhere to the policies were a top priority.
The club’s financial ability to spend on signings as well as lawyers to support them in their legal battle has caused this case to be prolonged. Whilst the club still has not faced any real consequences, others like Everton have had points taken away for the same accusations.
The question of whether Manchester City will ever face any consequences is ongoing.
Thomas Gagossian, a Partner at BBLM Avocats has given us an insight into the inner workings of their restructuring department and the significant roles within this. BBLM Avocats has grown in numbers and expertise over the years with a strong involvement in their cases as Thomas informs us they take care to understand their clients’ needs, to provide them with excellent solutions. In this interview you will find industry knowledge and advice for companies who may need professional assistance from the restructuring department.
The restructuring department is made up of 3 partners: Bernard Bouquet, Remy Gomez and myself, as well as Mahe Vicente and Sophie Mateo. The department works for local and national SMEs and ETIs. We have worked, frequently in conjunction with other firms, with Bourbon, SNCM, Alteo, Minelli and Alinéa, among others. Most of our work is on the debtors' side, but we also work alongside investment funds, both upstream in amicable proceedings and in the context of insolvency proceedings. Bernard Bouquet is one of the founders of the firm and has also had a highly recognised practice in corporate. Rémy Gomez began his career with Maurice Lantourne, a very well-known French lawyer, and I started out in financing before very quickly turning to restructuring. We cover all the aspect of a restructuring matter and also litigation issues related to this matter.
In my opinion, the key word is anticipation. It's indisputable that the sooner difficulties are dealt with, the greater the chances of success.
Inside the team, we do not have a set pattern for allocating and managing cases, and we work indifferently with any particular member. We encourage discussion relating to the problems encountered within the cases and try to be as agile and adaptable as possible according to the needs and developments of the projects.
In my opinion, the key word is anticipation. It's indisputable that the sooner difficulties are dealt with, the greater the chances of success. Managers often have a very poor image of out-of-court procedures, equating them with insolvency procedures, and are therefore reluctant to use them, at the expense of effective handling of their difficulties.
BBLM started with 4 lawyers and we now have more than 50 lawyers and around 70 overall. We want to continue to grow but in a coherent, considered way and by creating synergies with the sole aim of continuing to meet the current and future needs of our clients. One of the elements of our DNA is strong involvement in cases and understanding of our clients' needs by trying to provide the most comprehensive solutions possible. Customers expect agility and responsiveness in the solutions provided to them and understanding of their challenges and potential risks. We therefore strive to be creative while remaining pragmatic and consistent with the client’s situation. It could sound commonplace but this is our core value.
As mentioned above, one of the keys to the success of a file is the anticipation beyond, I would say that it is necessary to get transparency in the exchanges with our client and a high responsiveness of its teams. We know that these difficult times are a source of tension for the manager and his teams but we must be able to adopt a crisis organization while not destabilizing the operational activity of the company.
The support of a lawyer specialising in restructuring is also fundamental to the success of the case, as he or she will be able to guide you through the strategic and legal options.
Handling cases involving several departments is part of the firm's culture. We have a corporate, employment law, tax, litigation, commercial law, intellectual property and competition and distribution department. Either at the outset, we are able to mobilise different departments if necessary, or during the course of a case, depending on a specific need, another department is able to act quickly. This enables the customer to obtain all the answers required by his case in a unified and coordinated manner.
Once again, anticipation is crucial, and managers must quickly draw the necessary conclusions from warning signs. Managers often think that opting for this type of procedure is an admission of failure, when on the contrary it is very often the appropriate solution to temporary difficulties. The support of a lawyer specialising in restructuring is also fundamental to the success of the case, as he or she will be able to guide you through the strategic and legal options. Recently, at the end of a meeting with some banking partners, the manager said to me "I've just realised how useful and beneficial the support of a lawyer is. If I'd been on my own, I wouldn't have dealt with my difficulties"...”
We have seen farmers taking their tractors to the streets and their complaints to the forefront. What began in France has quickly spread across Europe with farmers relating to the struggles they face under EU rules.
Two unions, the FNSEA and the Paris region branch of the Young Farmers, set a goal to “blockade” Paris. The farmers are blocking major access points into Paris placing pressure on the Government to hear their concerns of wages, environmental policies which according to Le Monde they say, undermine their ability to compete with other countries and they continue to gain support.
The protesting reached a rise on Wednesday when 10,000 French farmers with at least 100 blockades taking over major roads across France. The protesting is spreading across Europe as Belgian farmers joined at the border blocking roads to the Zeebrugge container port for a second day. Reports that Spanish and Italian farmers were also demonstrating this week too.
The widespread discontentment from farmers in Europe have put pressure on the EU and the government to step up to aid their farmers.
The farmers won their first concession from Brussels with the EU announcing a delay in rules that would have forced them to set aside land to regenerate biodiversity, they will now not be obliged to set aside any land until 2025.
French Prime Minister, Gabriel Attal stated that France will write the principle of “food sovereignty” into law aiming to appease the protestors.
Protestors have blocked major roads used for trading, have torn down a statue outside of where the summit was happening, thrown stones at the parliamentary building in Brussels and started fires nearby, all to make themselves heard. Tractors are displaying banners such as,
"If you love the earth, support those who manage it."
The farmers are resolute in making their concerns heard and it seems they won’t stop until they feel their complaints have been appropriately considered and dealt with.
GCC Group is a managed IT services provider supporting more than 600 clients. This acquisition provides an opportunity of growth for Xperience group and allows them to reinforce their presence across the UK. Menzies LLP were advisors for GCC Group during this acquisition.
“We are delighted to have been able to support our long-term client with this transaction and wish both GCC Group and Xperience every success in their future business plans."
Menzies LLP provided tax advisory support to GCC Group, ensuring that tax efficiency was maximised for both the group and its shareholders.
Our work involved advising on the tax sections of the sale agreement, ensuring that the value of future tax benefits were taken into account when negotiating the sale consideration, advising the shareholders on their personal tax positions and providing general tax support throughout the transaction.
The biggest challenge of any sale is to ensure that the transaction remains on track and completes within the required timescales. We had a dedicated team supporting GCC Group which ensured we were able to respond to queries quickly and efficiently. We also worked closely with GCC Group’s other professional advisers to provide a joined-up service, which enabled the transaction to complete smoothly.
When acting for the sale side of a transaction, our follow-on work typically involves assisting the sellers deal with their personal tax affairs. Many sales involve receiving proceeds over an earn-out period and it is important to ensure that deferred consideration is correctly reported and that appropriate tax elections are made to maximise tax reliefs where applicable. We also assist shareholders with longer term tax and financial planning to ensure that wealth arising from the sale is managed efficiently for the sellers and future generations.
Dains Accountants has now expanded its operations with two strategic acquisitions. This acquisition has benefits for all involved.
McInerney Saunders provides commercial and advisory support to businesses in Ireland and internationally, with previous collaborations with Dains. They hope to enhance their value to clients with support from Dains in terms of technology and resources.
Magma provide services to individuals and owner managed businesses to reach their potential. This acquisition is set to aid Magma is expanding their reach and elevating opportunities for staff and clients.
Mullany Walsh Maxwells LLP provided legal counsel to McInerney Saunders.
Having worked with McInerney Saunders on many transactions for many years, we were delighted to be asked to be their legal advisers when the need arose.
We have worked with McInerney Saunders on many transactions over the years, so it was particularly gratifying to be asked to advise the Partners on this very significant next step of their business journey. We know Dains Accountants through our membership of the UK200 Group, a professional services group of Accountants and Lawyers across the UK and internationally, of which we are the sole Irish legal member and McInerney Saunders is the sole Irish accounting member. The MWM Team was involved start to finish, from advising on the heads of agreement, to a corporate restructuring of the various parts of the business, through to the negotiation of the Share Purchase Agreement and ancillary documentation which required the involvement of our property and employment colleagues in MWM.
Although the core documentation is much the same for each transaction, whether it be a share purchase or an asset purchase, there is no one size fits all, so you do have to constantly adapt and change as you go through each transaction. Every transaction brings its own complexities with its own twists and turns en route to completion, requiring you not only to be able to navigate the documentation through negotiation and drafting but also requiring you to be strategic and capable of making key legal decisions throughout that process. It is important to know when to, as such, “step in” and also “step out” to allow the transaction to progress to achieve the best outcome for the client .
The restructuring of the different parts of the existing business and how the new structure fit into the overall transaction required a lot of consideration and then subsequently detailed discussion. Albeit, you are negotiating throughout to obtain the best possible result for your client, it always helps when the legal advisers on the other side are commercially minded and ready to find solutions as required, which certainly was our experience on this transaction.
In MWM, we work very closely with our clients, often well in advance of any potential sale or acquisition, helping a client with their business needs as they arise and providing, with the benefit of our experience over many years of being involved in mergers and acquisitions, the required legal guidance and insight, whether that is helping the client be in shape for a potential sale or being best placed to make an acquisition that fits a client’s growth plan. We look forward to continuing to work with and provide appropriate advice to McInerney Saunders as the business integrates with Dains to ensure its continued success. We are excited to be working alongside the partners providing legal advice and insight as Dains expands its presence in Ireland.
2024 is another exciting year for MWM with two new lawyers coming on board increasing the size of our team, allowing MWM to further improve our offering to clients. We have a number of transactions on both the buyer and seller side that are active in Q1 2024, one of those transactions, which is a sizeable transaction, is in a very interesting area and due to complete by the end of Q1 2024, with another client going to market later in the year, which the MWM Team are looking forward to working on with the client.
As part of its business expansion, Premier Energy, one of Romania's leading natural gas suppliers and distributors, has made a strategic acquisition of CEZ Vanzare from Macquarie Asset Management.
CEZ Vanzare is a Romanian electricity distributor with over 1.4 million household and non-household customers and is owned by Macquarie Asset Management. CEZ Vânzare’s strategy will remain dedicated to the needs of its customer and will be focused on the activity of supplying electricity and natural gases.
Premier Energy is part of Czech private equity fund Emma Capital and is one of the biggest suppliers and distributors of natural gas in Romania.
Bohalțeanu și Asociații (BSMP), led by Partners Ionut Bohalteanu and Silvia Sandu, advised Premier Energy during this deal and supported the purchase of CEZ Vanzare.
“The acquisition of CEZ Vanzare by Premier Energy was a milestone achievement for our team. Collaborating closely with professionals from all relevant parties, we endeavoured to meticulously orchestrate our efforts, thereby ensuring the successful completion of the transaction.”
