Understand Your Rights. Solve Your Legal Problems
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.”
There are still hundreds of people waiting for justice from the Post Office scandal where over 700 hundred sub postmasters were unfairly prosecuted. The system, Horizon created by Fujitsu was a faulty and unreliable system which was not taken accountability for by either Fujitsu or the Post Office when they knew where the blame should have been.
Fujitsu have now publicly apologised for their part and Paul Patterson, the Fujitsu Europe boss had announced to MPs that the firm has a “moral obligation” to contribute to the compensation, as reported by the BBC.
The Guardian inform us that the compensation is estimated to be up to £1 billion and the debate Is that this should not come from the taxpayer purse but rather the large corporations which are to blame for this being needed.
There are now three Post Office compensation schemes that have been set up for victims with over 4000 people told they are eligible for pay-outs.
The faulty system made by Fujitsu was more widely trusted by bosses both at the Post Office and Fujitsu than the people who worked for them every day. There were reports of bugs and errors when the system was first put in place in 1999 and yet these were all ignored.
Is Fujitsu still in business?
Despite the seemingly genuine apologies and pledges to address the issue, Fujitsu have not lost out on any business and is still deeply ingrained in the public sector. Fujitsu continue working with the Post Office and the £95 million contract has been extended until 2025.
On top of this, Fujitsu has continued winning over government contracts worth billions with HMRC, the Ministry of Defence and, the Department for Business, Energy and Industrial strategy.
This poses the question of whether we can trust the company to be so heavily embedded in the public sector.
Fujitsu and the government
Not only do they have business within important sectors they are also integrated in the government, donating £26,000 to labour and conservative to host ‘lounges’ at each party’s conference. The Guardian has reported the depth of the link that Fujitsu has with the government and that they are so embedded they may be getting off more lightly than they should.
Simon Blagden, the Fujitsu UK chair until 2019 is a long-term conservative donor and has been appointed UK health security agency advisory board and paid from the public purse.
Michael Keegan was the CEO and then Chair of Fujitsu and was a Crown Representative of the cabinet office, he was one of the officials who would oversee the relationship with public sector suppliers. Keegan held this position from 2019 until he stepped down in January 2024.
It seems that even if Fujitsu do the right thing and pay the compensation to the victims they still may have access to the public sector and to the high court meaning they may not be affected in the long run for the injustice they have caused.
What do you think should happen?
With a new digital age comes new possibilities and many are taking on the option of being a freelance lawyer. The possibility of remote work has spread worldwide into thousands of different sectors and lawyers are employing this idea too.
Finances online found that people between the age of 18 – 29 are 53% more likely to find a job using their smartphones.
Since the COVID-19 pandemic people are more likely to desire a better work-life balance and demand this in their jobs. For lawyers this is one of the biggest struggles with such a busy work life, but being a freelance lawyer can offer you more job autonomy.
Whilst working for yourself has some great perks it can also bring other stressors and unpredictability. You will have to work hard to build your own freelance business and profile whilst dealing with everything yourself.
Is being your own boss something you think you could do?
The benefits of being a freelance lawyer
Disadvantages of being a freelance lawyer
How to get started
White lab is an Italian healthcare testing and inspection platform company which with the assistance of Dentons, has acquired a competitor company, AgioMetrix.
White Lab is dedicated to consumer health providing high-quality testing, research and consultancy services. Their aim is to create the largest Italian network of laboratories and obtain an extensive network through the country which is committed to a healthier and more sustainable way of life.
AgioMetrix is based in Bologna and through the use of computed tomography and other metrological tests has been operating in the non-invasive testing. They have been testing products and materials whilst focusing on defect detection, dimensional checks and reverse engineering.
This acquisition will allow White Lab to see out their mission and become a point of reference in Italy for verification, analysis and certification services in the environmental, food and healthcare sectors.
AgioMetrix was advised by Rossini Advisory for the financial aspects of this acquisition.
Marco, tell us more about this acquisition and what your professional role was whilst working with AgioMetrix.My role was to follow the company in all phases, from the search for the correct investors to the negotiation with valorisation of the part and then all the DD.
I am an independent advisor, I have a lot of flexibility, I accurately understand the needs of each client coming from consultancy activity and before then from important top management experience.
“Every company I follow is the center of my universe. I study and understand the strengths and weaknesses.”
I am very excited by these types of projects. Italian companies have understood the importance of aggregation, of having partners who participate in the Dir Ischio Capital. At the industrial level (this is my true specialisation) these projects create transversal skills which are then unloaded on the reference market. I start from these projects, to put together activities that make not only economic sense but are industrially similar.
Italy is a country rich in SME’s, every entrepreneur is at the centre of his universe and every entrepreneur has great potential. This is not enough today to compete in the world market, this is why I consider the M&A area as strategic.
“There are no large or small companies, there are large or small projects. This makes a difference for me."
I support activities in many cases including at the business development level and this is another distinctive trait that distinguishes me from other advisory companies.
MARCO ROSSINI
