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M&A Nuggets: “M & A” – What Does It Mean?

These nuggets are all about “M & A” – most people identify M & A with mergers and acquisitions.  However, did you know that the acronym M & A has many other meanings, all of which can be related to mergers and acquisitions.  For example:

  • Monitoring & Assessment – every purchaser of a business should continuously monitor and assess its target during the acquisition process to determine whether any material changes, good or bad, have occurred
  • Measurement & Analysis – purchasers must measure many different aspects of the target, most importantly the key performance indicators in the target’s industry, and conduct a thorough analysis of those measurements
  • Management & Administration – purchasers must conduct a review of the target’s key personnel to determine who is necessary to the operation of the business post-closing, who is not, and whether there are any gaps in management that need to be filled

So, as a purchaser, make sure that you devote time and resources to the other “M & As” related to the acquisition process.

Happy Holidays and New Year.

If you have any questions about this or any other M&A issue, please contact Glenn Solomon at gsolomon@offitkurman.com or 443-738-1522.

Chile environmental court rules against SQM mining corporation

On Thursday Chile’s Environmental Court ruled in favor of indigenous complaints that had been brought against SQM. SQM is the world’s second-largest miner of lithium. They had planned for expansion but the expansion plans caused questions about Chile’s northern desert’s ability to handle the level of production.

The court put emphasis on how frail the environment in the northern dessert was right now as well as the lack of scientific study that SQM has done to prove that their mining would not affect the area’s water supply. They cite the ruling as a precaution that could change if they found evidence that the environment could be saved.

This is a big win for the indigenous people of the region whose water supply is threatened by the evergrowing expansion of lithium mining.

Factbox: Trump impeachment trial – What happens next?

The U.S. House of Representatives will take up impeachment charges against President Donald Trump next week after the House Judiciary Committee on Friday recommended two charges, abuse of power and obstruction of Congress, to the full chamber.

Here is what happened on Friday and likely will happen in coming days:

Friday, Dec. 13

The House Judiciary Committee passed two articles of impeachment after a bitter session and a vote on party lines.

Tuesday, Dec 17

The House Rules Committee will determine issues such as length of debate and when to vote on impeachment.

Likely Wednesday, Dec 18

House is expected to impeach Trump, the third impeachment in U.S. history. A debate and vote on party lines is expected. Some Democrats likely will defect, but not enough to endanger passage of the articles. Trump would remain in office, however, pending a trial in the Senate.

If the impeachment is approved, the House would select lawmakers known as managers to present the case against Trump at a Senate trial. House Democrats say most of the managers are likely to come from the Judiciary Committee, and possibly from the Intelligence Committee that led the investigation. The high-profile job is expected to be highly sought.

Early January

U.S. President Donald Trump talks to reporters as he meets with Paraguay’s President Mario Abdo Benitez in the Oval Office at the White House in Washington, U.S., December 13, 2019. REUTERS/Jonathan Ernst

Trump would face a trial in the Senate to determine whether he should be convicted and ousted from office. Senate Leader Mitch McConnell expects to take it up as soon as the lawmakers reconvene in January. The Senate is controlled by Trump’s fellow Republicans, who have largely defended the president. A two-thirds majority of those present and voting in the 100-member chamber would be needed to convict Trump.

U.S. Chief Justice John Roberts would preside over the trial, House managers would present their case against Trump and the president’s legal team would respond, with the senators acting as jurors. A trial could involve testimony from witnesses and a grueling schedule in which proceedings occur six days a week for as many as six weeks.

McConnell has said the Senate could go with a shorter option by voting on the articles of impeachment after opening arguments, skipping the witnesses. But McConnell is still conferring with the White House on this.

A&O opens new Legal Services Centre in Johannesburg

Allen & Overy has announced that a new Legal Services Centre (LSC) will open in Johannesburg in the first half of 2020 as part of its expansion plans

Johannesburg city skyline

The LSC, launched in 2012, has quickly built a reputation for cost-effectively and efficiently resourcing transactions while guaranteeing the standard that clients expect from A&O. The team – comprising legal professionals, associate solicitors and science analysts – works alongside offices across the A&O network on a wide range of document-based matters, including due diligence, litigation reviews, drafting, negotiating and research tasks. The focus is on quality, supported by project management and legal technology. The LSC is part of Allen & Overy’s broader Advanced Delivery and Solutions (AD&S) offering, which includes Fuse, A&O Consulting, Peerpoint and A&O’s legal tech solutions.

Angela Clist, Head of LSC, said: “Johannesburg makes an ideal location for our new centre as it has a strong base of legal experts. Our Johannesburg office has been open for five years now, and we look forward to growing the LSC alongside the current team.

“All the work performed in the new centre will serve our clients directly as well as even more practice groups and offices across our global network. Having worked with over 450 partners across the firm and with a wide range of teams from banking regulation to US capital markets, the experience within the LSC is unrivalled.”

Andrew Trahair, Head of Advanced Delivery & Solutions, added: “This is an important step forward for our AD&S businesses. The LSC is an essential resource for A&O as we take on more larger and more complex projects for our clients. The team will support both our traditional practice groups and our AD&S businesses, for example the Markets Innovation Group and A&O Consulting.”

For further information, please contact Rajiv Pattni, Rajiv.Pattni@allenovery.com, on +44 (0)20 3088 1237.

handshake deal

Goodwin and Eversheds make bold Corporate Plays

Goodwin Procter and Eversheds Sutherland both made significant corporate hires in November, with the pair recruiting Kirkland & Ellis partner Carl Bradshaw and Simmons & Simmons former head of UK corporate Giles Dennison respectively.

For Goodwin, the hire of Bradshaw comes during an expansive period for the firm, particularly in private equity. He brings nine years of experience from Kirkland – four of which were as partner – and a practice that focuses on cross-border private equity deals; leveraged buyouts; carve-outs; public-to-privates; consortium deals; and co-investments.

White & Case Advises Banks on US$1 Billion Notes Issuance

Global law firm White & Case LLP has advised First Abu Dhabi Bank P.J.S.C., Goldman Sachs International, HSBC Bank plc, Samba Capital & Investment Management Company and Standard Chartered Bank, as managers, on Samba Funding Limited’s issuance of US$1 billion Notes due 2024 under its newly established US$5 billion Euro Medium Term Note Programme.

“This issuance represents Samba Bank’s successful entrance into global debt capital markets and we were well-placed to advise the investment banks based both regionally and internationally on the establishment and issue under the new programme,” said White & Case partner Debashis Dey, who led the Firm’s deal team.

Samba Funding Limited is a wholly-owned subsidiary of, and the Notes are guaranteed by, Saudi Arabia-based international financial services provider Samba Financial Group.

The White & Case team which advised on the offering was led by partner Debashis Dey (Dubai & London) with support from counsel Xuan Jin (Dubai) and associates Michael Byrd (London) and Sarah Altukhaifi (Riyadh).

Koen De Puydt

News Article by Leaders in Law Member – Koen De Puydt

Professional Liability of Intellectual professions in the Construction Sector 

Following the ten-year liability insurance for real estate projects for architects, engineering firms and contractors, which was made mandatory by the “Peeters-Borsus Law” since 1 July 2018, another insurance obligation has been introduced within the construction sector by the “Peeters-Ducarme Law” effective 1 July 2019. 

The title of this law is self-explanatory. It introduces “a professional liability insurance for architects, surveyor experts, safety and health coordinators and other service providers in the construction sector relating to construction works and amends various legal provisions regarding civil liability insurance in the construction sector”, as mentioned earlier also called the Peeters-Ducarme Law. 

peeters-law_buildings_2.jpg

This title shows that this law has in principle a larger scope than the Peeters-Borsus Law. Where the latter applies primarily to contractors and architects in the context of housing projects and for works that require the intervention of an architect, the Peeters-Ducarme Law introduces a professional liability insurance for all intellectual professions within the construction sector, with regard to all construction work. 

Consequently, the Peeters-Ducarme Law does not apply to contractors, but it applies to all kind of real estate work (and therefore not only with regard to housing projects). Thus, as a result of the execution of all real estate works, the principal will enjoy this protection regardless of the final destination of the property or the possible intervention of an architect. 

Compulsory insurance coverage cannot be lower, per claim, than:

  • € 1,500,000 for damage resulting from physical injuries;
  • € 500,000 for the total material and immaterial damage;
  • € 10,000 for the objects entrusted to the insured by the principal.

The law also provides for a posterior coverage on the basis of which the liability for claims must be covered if the claim is filed within three years after the cessation of the activities of the insured service provider . 

Although it could be expected that the Peeters-Ducarme Law has a larger scope than the Peeters-Borsus Law, we must conclude that it is largely eroded by the exceptions that are provided for in respect of the damage that the insurance must cover. 

For example, Article 5 of the Peeters-Ducarme Law states that damages are not covered if it is the consequence of a failure to comply with one or more contractual obligations or if damages resulting from environmental degradation, claims relating to an inadequate budget, or disputes in relation to fees and expenses.

These exceptions erode the potentially extensive coverage provided by the Peeters-Ducarme Law significantly and therefore the latter offers less protection than might be expected at first sight. 

The Peeters-Ducarme law has been published yesterday (26 June 2019) in the Belgian Official Gazette and will enter into force on 1 July 2019. 

Peeters Law (to be soon Seeds of Law) will be happy to provide you with the necessary advice or assistance in this matter. Please contact us via info@seeds.law or by telephone on +32 (0)2 747 40 07.

Koen De Puydt – Toon Delie

Real Estate and Construction Law    Professional Liability     Professional Liability insurance     Intellectual professions     construction sector     architect surveyor expert    safety and health coordinator

Cohabitation Laws Are Under The Spotlight

As Boris Johnson and his partner were due to move into No. 11 Downing Street, they join the 3.3 million couples currently cohabiting within the UK. The Office for National Statistics (ONS) has found that, one in eight people aged 16 and over in England and Wales are currently cohabiting, of this population, half of cohabiting couples own property and nearly half have financial assets including cash, shares and trade investments.

Around 53% have assets worth £100,000 – while 15% have up to £500,000. More than half also own financial and property assets between them – which are now co-owned. Weighted by financial commitments to each other, a staggering third of the nation incorrectly believes that co-owning, co-parenting and cohabiting means far more than it actually does on paper.

According to a nationally representative study from will specialist Farewill, the nation’s misconceptions of our loved one’s welfare post-death is severely skewed:

  • 29% of Brits believe that couples who have been together for more than 5 years should have the same legal rights as a married
  • 16% of Brits believe that that owning a house with their partner out of wedlock means that if they die their partner will get the estate
  • 24% of Brits stated that if they were co-owning a property with their partner who they were not married to, upon their partners passing they would expect their partner’s ownership of the property would pass to them
  • 20% of Brits state that if they were a relationship (but unmarried) and had been cohabiting for over five years, they would assume that if they were to pass their partner would inherit the entirety of their estate or assume executor status

With the average house price in the UK hovering around the £227,000 mark according to Halifax, failing to put appropriate measures in place during the relationship could throw up all sorts of problems further down the line, should you lose a loved one.

COHABITING VS MARRIAGE RIGHTS:

  • If one cohabiting partner dies without leaving a will, the surviving partner won’t automatically inherit anything. This includes any share of the house, unless the couple jointly own property as a “joint tenant” (not “tenants in common”). A married partner would inherit all or some of the estate
  • Cohabiting partners cannot access their partner’s bank account if they die, unless they’ve been named specifically as a beneficiary in their will, whereas married couples may be allowed to withdraw the balance providing the amount is small
  • An unmarried partner who stays at home to care for children can’t make any claims in their own right for property, maintenance or pension-sharing
  • If you are the unmarried partner of a tenant, you have no rights to stay in the accommodation if you are asked to leave – but each married partner has the right to live in the “matrimonial home”

Dan Garrett, CEO and Co-Founder of Farewill is of the opinion:“There’s a huge myth that, when you die, the person who you’re in a long-term relationship with, or even own a house with, will automatically inherit your estate. Unfortunately, this simply isn’t true. In the UK, the law only applies this type of automatic protection to married couples or those in a civil partnership. Being together for a long time doesn’t count, and means, legally speaking, you and your partner are entitled to nothing. For cohabiting couples, this is a particularly important issue. Millions of unmarried couples in the UK who have no protection, potentially stand to lose everything, unless they and their partner outline their wishes in a will. Without a will, the estate will often go to a parent or parent in law. The law as it stands isn’t set up for the modern family, so it’s important to take what you want to happen after you die into your own hands by making a will.”

Immigration lawyer struck off for “hijacking identities”

A jailed immigration solicitor who turned to crime only two years after qualifying has been struck off by the Solicitors Disciplinary Tribunal (SDT).

Sheikh Muhammad Usman was jailed for seven years at Croydon Crown Court in April this year for assisting illegal immigration through the “hijacking of identities”.

The SDT said Mr Usman was born in 1972 and qualified in 2008. He “became involved in the criminal activity” in 2010.

“Although he was not particularly experienced as a solicitor, he was a mature individual aged 35. Of the four defendants, he was the only qualified solicitor.

“The judge described the offences as particularly serious and striking at the heart of the immigration system and undermining public confidence in that system.”

The SDT went on: “A crime had been committed which was deliberate, calculated and repeated. It was elaborate, sophisticated and involved a high degree of planning.

“It continued over a period of time from 2010 to 2016. As a participant, [Mr Usman] concealed his activities, which only stopped because the criminal activity was discovered. Vulnerable people were exploited.”

Mr Usman, both at his trial and his SDT hearing, which he did not attend as a serving prisoner, maintained his innocence. He has appealed his conviction.

“He asserted that he was a victim of crime and had been deceived, which the judge did not accept, and he had been convicted. The only real mitigation he asserted was that he was innocent.”

Counsel for the Solicitors Regulation Authority said Mr Usman had been involved in a “fairly sophisticated” illegal immigration scheme, the ringleader of which was a Home Office employee, Shamsu Iqbal.

Judge Gower QC told Croydon Crown Court that Mr Iqbal accessed Home Office records of genuine individuals who had, at some point in the past, been in contact with it over their status.

He changed the records to “enable impostors to take the records of genuine individuals”.

The three other defendants would act as legal representatives of the impostors, corresponding with the Home Office to legitimise their immigration status.

Judge Gower said the motivation was “financial rather than humanitarian” and Mr Iqbal profited “to a very considerable extent”. A “considerable number of people” were helped to remain in the UK in breach of immigration law.

As an example of the impact on innocent individuals as a result of the “hijacking of identities”, the judge gave the example of a man detained at Heathrow and then Harmondsworth for nine days before the true position could be understood.

By virtue of his conviction, Mr Usman was found to have breached a number of SRA principles and showed a lack of integrity.

The allegation that he failed to notify the SRA of the date of his trial or fact of his subsequent conviction was rejected. He was struck off and ordered to pay costs of £2,500.

ParrisWhittaker finalists at 2019 Lloyd’s List Americas Awards

The 2019 Lloyd’s List Americas Awards are part of the Lloyd’s List Excellence in Shipping Awards – the industry’s flagship awards program that recognises and rewards excellence across the entire maritime sector.

Given the incredible list of companies nominated, It is with great pride and humility that ParrisWhittaker announces that their firm has been named a finalist for excellence.

“2019 has been a real whirlwind of a year for us. We’ve been incredibly busy working for our clients. But, moments like this give us the opportunity to pause and take this as a sign that we are doing good work,” said Kenra Parris-Whittaker, partner of ParrisWhittaker.

Lloyd’s List Awards promote and celebrate excellence in shipping. Their award judges volunteer their time and experience to consider hundreds of annual entries. They come from all core sectors of the maritime industry to engage in lengthy face to face deliberation to debate and, ultimately, decide on winners.

Other awards Lloyd’s List Americas Awards include:

  • Excellence in Future Fuels Solutions
  • Deal of the Year
  • Excellence in Data and Technology Innovation
  • Excellence in Decarbonisation towards 2050
  • Excellence in Environmental Management
  • Excellence in Port Management and Infrastructure
  • Excellence in Safety & Training

“We consider it an award any time a client recommends us to a colleague or friend. However, winning this award would truly be something special and we would like to congratulate all of the other nominees. We’re all in the business of fighting for people in the maritime sector and we should all take a moment to be proud,” added Parris-Whittaker.