Understand Your Rights. Solve Your Legal Problems
A manufacturer of medical devices has been acquired in a management buyout and supported by private equity firm, Traditum.
This buyout, led by Entaco Ltd’s managing director, Steve Brown who will now take the role of group chief executive and drive the business forward as it targets over 50% growth to £15m turnover.
Entaco Group comprised of, John James Needles, Entaco Medical Devices, and Redditch Medical.
Traditum has invested more than £1m to fund both consideration to the shareholders and provide growth capital for the business.
Traditum was supported with legal advice from Mills and Reeves, with Paul Johnson and Nina Latham on the team.
Sanderson Weatherall gave property advice to Traditum, with Guy Owen as counsel for this.
“Property elements of deals can often be overlooked or left until the last minute. It is crucial that all parties understand the significance of the property element in good time.”
It was crucial for Traditum to understand the level of financial and business continuity risk that was being carried as a result of the condition of the buildings the business was operating from and also the obligations placed on the business by the terms of the commercial leases in place.
We undertook a detailed review of the leases and combined this with a detailed inspection of the properties forming part of the MBO to provide dilapidation assessment reports setting out the key risks, leasehold liabilities and an outline commercial strategy focussing on how to mitigate these risks as and when they would occur. We provided a financial summary based on current construction market rates for the key elements of disrepair that would need to be addressed under the terms of the various leases.
The survey element itself was fairly straightforward due to our extensive experience in providing commercially focused property and dilapidations advice. We have previously completed similar projects for members of the Traditum team and they were aware of our expertise in this area from the outset.
Due to the significant size of the buildings and difficulties associated with gaining safe access to high level areas we deployed one of our fleet of 4k camera drones to obtain images of the roof and high level areas. This provided numerous benefits to both us as surveyors and the client. We obtained ultra-high-resolution images of areas that would be dangerous to inspect on foot without specialist access equipment, which in turn meant we passed on time and access cost savings to the client. We also provided detailed imagery within our reports in order that any future roof maintenance works could be planned.
We have a great deal of experience across all parts of the UK and Ireland, providing commercial dilapidations advice and general building consultancy services.
By leveraging our experience and by employing the latest inspection technology we were able to provide detailed and accurate assessment reports for each of the properties. We identified significant risk items that could then be used as part of the wider negotiation of the buyout deal. Having an in depth understanding of the mechanics of commercial dilapidations claims enabled us to provide accurate and commercially focused advice both within our reports and during subsequent follow up advice.
When commercial rented property forms part of a management buyout or any major business transaction, the seemingly small property element of the overall deal can have a significant impact on the value of the underlying business. Property aspects of deals can often be overlooked or left until the last minute and it is important for all parties to understand the significance of the property element in good time.
As a business one of our core values is providing the highest possible levels of customer service. We are a unique business in our sector and one of the few Partner owned consultancies of our size which translates to us being able to deal with large and complex projects and deals, while also being small enough to provide a truly personal and bespoke service, our company moto “The approachable alternative” sums up what we are about.
Traditum and Entaco have access to any of the Partners at Sanderson Weatherall whenever required and all work we undertake from the smallest valuation instruction to multi-million-pound development schemes is always Partner led from start to finish.
Our ongoing support is not limited to Commercial Building Surveying and dilapidations advice, we are an effective one-stop property consultancy, and we offer a wide range of professional services including Architecture, Valuation, Business Rates Consultancy, Property Management and Facilities Management.
Microset has been sold to French Counterpart Groupe, SOCOMORE which will enhance SOCOMORE’s NDT capabilities in the UK allowing them to offer a more complete suite of product as well as solidifying their presence.
SOCOMORE designs, manufactures and markets specialist chemistry solutions for critical operations mainly for the aerospace market with operations worldwide.
Microset specialises in a range of applications critical to assessing surface damage, quality control of internal surfaces and more which is invaluable to sectors were Non-destructive testing methods are needed.
During this transaction SOCOMORE was supported by HK Law with Caroline Carretta and Roger Cole on the team. Clarita Thursfields Solicitors gave legal advice to Microset with partner, James Bailey and manager Liam Bradney on the team.
Caroline Carretta: “This was an extremely collaborative transaction – the key for both Buyer and Sellers was to secure long-term succession for the Microset business and a seamless transition for its customers”.
Villeroy & Boch have successfully established its manufacturing presence in Egypt through a strategic partnership with Keramika Magenta, a prominent player in the local ceramics industry.
Villeroy & Boch is an international ceramics manufacturer producing high quality products since 1748. They are one of Europe’s largest manufacturers of bathroom products.
Both Keramika Magenta and Villeroy & Boch will benefit from this partnership as they can expand within Egypt and further.
Amr & Partners Law Firm represented Keramika Magenta led by Habiba Amr and Essam Magdy as they navigated the negotiation process.
“A transaction that will forever remain engraved in my heart; on a professional level a transaction that taught me extensively and shaped me differently and on a personnel level one that accompanied me from the beginning to the very last days of my second pregnancy. Could not be more special!”
Throughout this exciting journey my colleague, Essam Magdy (Senior Associate) and myself; directed by Dr Mohamed Sameh Amr (Founding and Managing Partner), enthusiastically managed to lead a team of lawyers to successfully close this significant transaction.
Primarily, we started by negotiating the head of terms which contained the cornerstones of this prosperous partnership then moved to the legal due diligence phase where we assisted our client in delivering all requested documents and in providing further information and clarification to any raised enquiries by Villeroy & Boch’s team. We were eager to later delve into the details of the transaction studying and negotiating the terms of the different agreements forming the transaction documents package including but not limited to the Joint Venture Agreement, License Agreement, Supply Agreement, Management Agreement and Distribution Agreement. After nearly a year of negotiations we were efficaciously able to reach common ground with Villeroy & Boch’s team and the set of agreements was successfully executed. Then, came our role in the post-execution phase where we happily assisted our client in fulfilling the condition precedents and subsequent obligations as per the agreed upon terms.
In our team, we assemble a dynamic array of specialists, each finely specialised in their respective fields which we believe is crucial to negotiation and transactional success. Among them are adept minds in contract law, diligently crafting ironclad terms to safeguard our client's interests. Our corporate structuring virtuosos orchestrate partnership agreements not just for legality but for optimal tax efficiency and governance, adding layers of strategic advantage.
Meanwhile, our financial experts navigated the labyrinth of numbers, forecasting risks and returns with precision. Together, this symphony of expertise converges to dissect every facet of the partnership, uncovering opportunities, and devising pre-emptive strategies to navigate potential obstacles.
Moreover, in crafting the agreement, meticulous attention was dedicated to aligning its provisions with the regulations governing the Egyptian Suez Canal Economic Zone (“SCZone”). Leveraging the unique advantages offered by this strategic zone, the agreement was tailored to optimize operational efficiencies, capitalize on incentives, and harness the conducive business environment fostered within the SCZone. By strategically embedding provisions that harness the regulatory framework of the SCZone, our aim was to position our client to seamlessly navigate and capitalise on the opportunities presented within this vital economic corridor.
This collaboration isn't just about individual prowess; it's about synergising diverse skills to deliver comprehensive solutions, minimising risks, and maximising outcomes for our valued client.
Navigating negotiations requires a strategic approach that balances assertiveness with flexibility. I always begin by meticulously understanding my client's objectives and concerns while empathetically considering the other party's perspective. Prioritising issues is pivotal; I assess their importance based on various criteria, such as legal ramifications, financial impact, and alignment with long-term goals.
For this particular partnership, several critical areas demanded meticulous attention. Firstly, clarifying the terms of collaboration ensured that both parties were aligned on their roles, responsibilities, and expectations. Intellectual property rights were another focal point, safeguarding each party's innovations and creations while fostering an environment of trust.
Furthermore, allocating liability fairly and effectively was paramount, mitigating risks and ensuring accountability in case of unforeseen circumstances. Establishing robust dispute resolution mechanisms provided a safety net, offering a structured approach to resolving conflicts should they arise.
Throughout the negotiation process, maintaining transparent and open communication was vital. It fostered trust, promoted collaboration, and facilitated the exploration of creative solutions that could benefit both parties. Flexibility was also key; being willing to adapt strategies and compromise where necessary helped navigate potential roadblocks and fostered a spirit of cooperation. Ultimately, the goal of any negotiation is to secure a mutually beneficial agreement that lays a solid foundation for the partnership's success while minimising risks and maximizing opportunities for both parties involved.
Through this transformative partnership, the client stands to achieve a myriad of advantages that can propel their business to new heights. Firstly, aligning its products with the esteemed Villeroy & Boch brand not only elevates its perceived value but also enables it to command premium prices per unit compared to their local brand. This association instantly communicates quality, craftsmanship, and status to consumers, enhancing the client's profitability and competitiveness. Secondly, the collaboration promises to infuse the client's operations with invaluable technical expertise and know-how accumulated over Villeroy & Boch's impressive 276-year history in ceramics and sanitary ware production. This knowledge reservoir spans advanced manufacturing techniques, quality control processes, design innovation, and market insights, positioning the client as a leader in the industry. Thirdly, the partnership opens doors to lucrative export opportunities, particularly in European and other international markets where the Villeroy & Boch brand enjoys widespread recognition and acceptance. This expansion into new markets diversifies the client's customer base and revenue streams while mitigating business risks. Lastly, the increase in capital resulting from the partnership fuelled the expansion of the client's manufacturing capacity, ensuring it can meet the heightened demand generated by this synergistic collaboration and seize new growth opportunities with confidence. This strategic investment lays the foundation for sustainable growth and long-term success, positioning the client as a remarkable player in the global sanitary ware market.
Like any partnership, there were likely challenges that arose during the negotiation and implementation phases. Some common challenges could include differences in organisational culture, a large number of stakeholders having conflicting views, priorities or objectives, regulatory hurdles and unexpected changes in market conditions including but not limited to currency devaluation.
To address these challenges, our team likely employed several strategies. Firstly, we prioritised open and transparent communication between all parties involved to ensure mutual understanding and alignment of goals. We also engaged in active listening to identify and address any concerns or issues early on. Additionally, we remained flexible and adaptable, ready to modify our approach or negotiate alternative solutions as needed to overcome obstacles. Our team may have also leveraged our network and resources to seek expert advice or guidance on specific challenges, such as regulatory issues.
Overall, our proactive and collaborative approach, coupled with our expertise and experience, enabled us to navigate challenges effectively and ensure the success of this fruitful partnership.
We are a Cairo-based firm, established in the heart of Cairo in 2016 serving selected group of clients operating in Egypt and the region. We offer our clients a fully-integrated legal service, combining expertise and personal attention. Our firm continuously strives to accommodate changes in the market and to support the enhancement of investment in today’s challenging environment. At Amr & partners, we provide fully integrated advice that is specific to each client’s industry in order to help him achieve his strategic ambitions. For that end, our team composes of member with both common law and civil law educational background, which help creating a unique combination in order to accommodate every client’s need.
ISC and ISC Intermodal had entered the negotiated composition of the crisis in 2022 and since have been following through with their creditors whilst being supported by Chamber of Commerce of Naples.
They aim to restore their economic and financial imbalance. The companies have two simplified arrangement plans which have been approved by the Court of Nola and are now final.
The companies were provided assistance in commercial relations with business partners and creditors by the team at Massimo Militerni and Elena Garda of the Militerni Law firm S.r.l.
The team maintained the contractual relationships with creditors. They supported ISC and ISC Intermodal as well as the consultants who filed the restructuring plan.
In partnership with Platform Housing Group, Vistry Group has completed a £34m deal which will bring in 133 affordable houses in Rushden.
Planning for 133 one, two, three and four bedroom houses and maisonettes had been granted. The houses will include air course heat pumps to reduce carbon emission will be built from the summer of 2024.
The site was marketed by Savills East Midlands development team and was formerly owned by Co-op. The homes will be manufactured using open timber frames from the Vistry Works East Midlands factory in Bardon.
Acting as legal counsel for Co-op was Rachel Saint of Paris Smith.
www.parissmith.co.uk/your-business/commercial-property/
Former U.S. President, Donald Trump has been found guilty of all 34 charges of fraud against him in the trial surrounding hush money paid to Stormy Daniels and the falsified records. This has been stated as illegal campaigning and influencing the 2016 election through supressing information becoming public as Stormy Daniels was paid to keep the affair between herself and Donald Trump quiet. The 12 person jury has found Trump guilty and he will be sentence in July.
Mr. Trump claims this was set up and rigged as a political stab against him.
This is the first time in history that an American former or current president has been convicted of a crime making the predictions hard to determine.
Donal Trump will face sentencing on July 11 which could be a large fine or prison time.
The sentence is set to be announced just days before Mr Trump is scheduled to be nominated as Republican candidate.
Mr Trump is running in the election held in November but with a criminal records, will he still be running?
With this being a historical first there is no format to go from and many think if Mr Trump is sentenced to just a fine he will still be running in the election.
The prison sentence could be for up to 4 years which experts say will be an unlikely verdict.
This could dissuade people from supporting Mr Trump however, with people more worried about aspects such as, the economy and where foreign aid is being sent to this year, the public may not be thinking about Mr Trump’s trial.
Open AI got themselves into a legal battle with Scarlett Johansson after imitating her voice for the AI-generated chatbot, Sky.
They deny the claims that they intentionally mimicked Johansson’s voice and had an actress in place early on.
Open AI’s CEO, Sam Altman, did reach out to Scarlett Johansson requesting she replaced their actress with her own voice for the character, to which Johansson declined. The voice was reported to sound just like Scarlet Johansson’s character in ‘Her’ from 2013.
SAG-AFTRA, an influential body representing television and radio artists has reported they will be removing the character of ‘Sky’ from their products in support of Scarlett Johansson.
John Berlinski, a partner at Los Angeles law firm, Bird Marella will be her counsel if she decides to carry out legal action against Open AI.
This is adding to the concern of many in the creative industry as they can be easily imitated and perhaps replaced in the future.
8 different newspapers have filed lawsuits against Open AI and Microsoft alleging that their AI software is undermining the newspaper industry. The newspaper include, The New York Daily News and Chicago Tribune.
The Newspapers allege that AI companies unlawfully copied millions of their articles to train Ai products which include Microsoft’s Copilot and OpenAI’s ChatGPT.
The Chief prosecutor of the International Criminal Court (ICC) has now applied for arrest warrants for the Israeli Prime Minister, Benjamin Netanyahu and the leader of Hamas, Yahya Sinwar for war crimes and crimes against humanity.
Also wanted by the ICC are the Israeli defence minister, Yoav Gallant, the military chief for Hamas, Mohammed Deif and the Hamas Political leader, Ismail Haniyeh.
The Chief Prosecutor of the ICC, who took position in 2021 believe they are responsible for war crimes since the 7th October when Hamas attacked Israel leaving 1200 killed and took 252 hostages back to Gaza. This is the event which triggered the current war which has left around 35,000 Palestinians killed and many more starved and displaced. Khan believes crimes have been committed and are continuing to be carried out and is determined to find justice.
The crimes Hamas are accused of include, extermination, murder, hostage taking, rape, sexual violence and torture as war methods.
The crimes the Israel members are accused of include, starvation of civilians as a method of war, murder, extermination and intentional civilian attacks.
Judges from the ICC will now decide whether arrest warrants for those mentioned can be granted with sufficient evidence.
There will be 3 judges which are reported to be from Romania, Benin and Mexico. There will be an immense amount of external pressure on the judges during this substantial moment the world is watching
This would be the first time a Western-style democracy will have an arrest warrant for their leader. This will concern allies of Israel and test the power and limitations of the ICC.
The Guardian reports that if the arrest warrants are granted then those wanted will have their travel options severely limited. The ICC does not have its own police force and so rely heavily on member states to carry out their sanctions.
The 124 state members of the ICC will have an obligation to carry out arrest of any and all of the figures if they have the opportunity to. Non-members will be under pressure to carry out arrests, however they are not under obligation. China, Russia and the US are three powerful non-members and could very well dismiss the warrants meaning travel to these countries could be viable.
Those in Gaza such as, Sinwar and Deif are out of reach and well as those in non-member countries.
Khan applying for these arrest warrants was a bold move against those involved and the response has been varied. Khan did also state that more warrants will be applied for in the future.
Joe Biden, has expressed his disdain calling the move “outrageous” as he believes Israel and the Hamas group should not be compared by the same measures.
The US Secretary of State has stated his plan to take legal action against the ICC and the warrants.
The US is not a member of the ICC despite them supporting the warrants against Vladimir Putin for the attack on Ukraine. They are a known ally of Israel and have been supplying weapons throughout this conflict.
A spokesperson for Rishi Sunak also takes an opposed position as Israel is not a state party of the Rome Statue and so is outside of the ICC’s areas of jurisdiction.
The South African Presidency welcomes the action taken and believes accountability needs to be taken for the current events and conflict taking place.
The Israel prime minister, Netanyahu has denounced the warrants as he says this will be taking away their right for defence against an attacker.
Hamas have called out to say they are the victim of brutal attacks by Israel and should not be condemned in the same manner.
Many take the stance against the action as it was the Hamas attack in October 2023 which began this conflict and Israel have the right to defend themselves.
As Khan counterargues that defence should not include civilian attacks and using starvation of civilians as a war method as the bombing attacks that have happened and continue to happen have destroyed millions of people and areas within Gaza.
JFE Shoji acquired a 10-hectare land plot in the Indjija industrial zone in Serbia and embarked in an EUR 50m greenfield investment.
The new production plant is set up to produce rotors and electric motors for the global automotive brands. This project is aligning JFE Shoji Serbia with other prominent Japanese investors including Toyo Tires. This is another significant foreign investment in Serbia which also marks the expansion of JFE Shoji’s footprint in Europe.
Gecić Law provided legal counsel to JFE Shoji with Miloš Petaković as the lead counsel on this project.
“Through strategic foresight and legal precision, we turn complex investments into opportunities for global and local economic synergy.”
As the Head of Real Estate at Gecić Law, my role was to steer our team through the unique complexities of this greenfield investment project for JFE Shoji. Our role was comprehensive, involving strategic advisory from land acquisition for the new plant to handling contracts. We supported JFE Shoji in acquiring a significant 10-hectare land plot in Indjija, advised on the Design and Build Contract with a Serbian construction company, and ensured all legal aspects were meticulously handled. Our approach was thorough and thoughtful, ensuring every step aligned with JFE Shoji's vision for this significant milestone in expanding their European operations.
As legal advisors, we implement a multidisciplinary approach in complex projects. Our team comprised experts in real estate and construction law, corporate law, international investments, and the implications of EU law. Each member brought a specific perspective, such as negotiating service contracts, advising on parcelling and acquiring state-owned land, and guiding the client through the construction permit process. Our collaborative efforts ensured that JFE Shoji received tailored, efficient, and comprehensive legal counsel, reflecting our commitment to legal excellence and client success.
When JFE Shoji sought legal expertise, it was imperative to focus not only on the complex realm of real estate acquisition but also on ensuring full regulatory compliance and smooth contract negotiations, especially in alignment with Serbian law. In crafting the Design and Build Contract, our team prioritized understanding and integrating JFE Shoji's long-term objectives, thereby developing a legally sound and strategically viable roadmap. Our project management was meticulous as time was of the essence for the successful fulfilment of the client’s business plan. Regular, transparent communication was very important, ensuring all parties remained aligned and fostering a cooperative environment throughout the process.
Our approach to due diligence, especially in projects like those with JFE Shoji, is rigorous and comprehensive, delving into every legal detail, such as scrutinizing title deeds, ensuring compliance with zoning laws, and evaluating environmental regulations. What sets our process apart is the attention to detail and our proactive strategy. By anticipating potential legal hurdles and addressing them pre-emptively, we mitigate risks before they adversely affect the project. This effectiveness is a direct result of our profound grasp of both local and international legal landscapes, paired with our strategic intent to harmonize these legalities with the overarching business objectives of our clients. Through strategic foresight and legal precision, we turn complex investments into opportunities for global and local economic synergy.
The investment by JFE Shoji in Serbia represents a significant economic opportunity for the country. It boosts Serbia's industrial capabilities by introducing over 100 new jobs and injecting advanced technology for electric motor and rotor production. Additionally, the project serves as a model for further Japanese investment in the country. For JFE Shoji, it establishes a strategic foothold in Europe, significantly enhancing their presence and improving distribution efficiencies. This dual benefit strengthens Serbia’s industrial sector and strategically aligns with JFE Shoji's ambitions to widen its global operations. This investment illustrates a perfect symbiosis of foreign investment fostering local economic growth while serving broader business strategies.
Absolutely. Our commitment to our clients extends beyond the deal closure. We provide continuous support to ensure that our clients adapt and thrive in their new business environment. For us, helping businesses grow and thrive means being a part of their journey every step of the way, assisting them in overcoming challenges and seizing opportunities in a new market. This ongoing engagement is crucial, as it helps build sustainable, long-term relationships and contributes significantly to the growth and success of the businesses we partner with. We are already working on another exciting mandate with JFE Shoji.
1 in 4 people suffer with mental health problems and yet so many stay silent without receiving the help and support they need. Try to treat your mental health the same way your would treat your physical health, you wouldn’t ignore it and you may even talk to others about it too.
Working can be very stressful and become a trigger for many people’s mental health problems no matter what they may be. Making sure to take care and look after yourself even during working hours is important to avoid burnout and prevent further problems for yourself.
Setting boundaries is an important step to take and could alleviate your stress significantly.
Taking care of your mental health is always important and shouldn’t be ignored, even if you are busy at work. If you are struggling try to reach out to a colleague or manager that could help you at work.
