News
The Needle Partnership LLP advises on the structuring of partnering arrangements
February 2010
Euan McConnell led the Needles corporate team in advising Supermarket Online Limited on their UK wide partnering arrangements. Supermarket online is an online office supply company (www.officesuppliessupermarket.com).
Euan McConnel commented, “This was a challenging transaction working with an innovative structure that brought together various parties who will be working together to make this business a success".
The Needle Partnership LLP advises on the investment into innovative online accounting company, Liquid Accounts Limited
January 2010
Sharon Needle led the Needles corporate team in advising a group of business angels, led by Richard Doyle the chair of Connect Yorkshire and a leading business man in the region in the investment of over £750,000 into Liquid Accounts Limited (www.liquidaccounts.net). A percentage of the deal was match-funded by the Government’s flagship fund for women led businesses, The Aspire Fund (of Capital for Enterprise), who was advised by a London firm. Liquid Accounts is an innovative online accounting system which is set to expand rapidly following the investment.
Sharon Needle said, “We are delighted to have acted for the independent investors on this key investment. Liquid Accounts is a very exciting business with a huge scope for growth".
Associative Disability Discrimination
January 2010
Employers are doubtless aware of the prohibition against discrimination provided to employees with a disability, whether that disability is blindness, mental illness or any of the many other conditions which can qualify as a disability under the Disability Discrimination Act (DDA).
The DDA’s wording protects disabled people, referring to discrimination “against a disabled person” and harassment relating “to the disabled person’s disability”. However, the Employment Appeal Tribunal (EAT) has just upheld a tribunal’s decision to read words into the DDA to cover discrimination because of, and harassment related to, a third party’s disability (i.e. not the employee him/herself).
The tribunal claim was made by an employee who claims discrimination and harassment by her employer because she has a disabled son. The tribunal referred the question of whether the DDA should protect employees who are discriminated against because of someone else’s disability to the European Court of Justice (ECJ). The ECJ ruled (in 2008) that the DDA should apply to protect employees in cases of associative disability. The case then went back to the tribunal, who decided that it should read the words “or a person associated with a disabled person” into the DDA where appropriate.
The employer appealed this decision, but the EAT rejected the appeal. The EAT then amended the DDA to include two additional provisions. First, that direct discrimination occurs when someone is treated less favourably “by reason of the disability of another person”. Second, harassment is “unwanted conduct which has the purpose or effect of violating a person’s dignity, or creating an intimidating, hostile, degrading, humiliating or offensive environment for him for a reason which relates to the disability of another person”.
This has huge implications for potential discrimination claims. Employers should be very careful they do not discriminate against employees who are carers of disabled people - the government estimates there are 2.6 million workers who are also unpaid carers. The same approach will now also be taken with age discrimination. It is worth bearing in mind that discrimination claims are uncapped, and considering updating procedures and policies to deal with this.
If this ruling may affect a current employment law issue facing you please contact Victoria Robertson at the Needle Partnership for more information - victoria.robertson@needlepartners.com or 0113 237 4008.
The Needle Partnership LLP advises in the acquisition of an award-winning international beauty company
December 2009
Sharon Needle led the corporate team in advising Skincity Limited in acquiring Aromatherapy Associates Limited, an upmarket spa and beauty company which boasts worldwide distribution through exclusive hotels and spas in more than 30 countries in Europe, North America and Asia.
The clients include the Mandarin Oriental Hotel Group, The Dorchester in London, Sandy Lane in Barbados, Space NK and British Airways, to name a few. The Aromatherapy Associates products have been greatly acclaimed by beauty journalists and described as ‘best in class’ by Harpers Bazaar, Vogue, Marie Claire, Good Housekeeping and In Style magazines.
Sharon Needle said “We are delighted to have acted for Skincity in what is the first of a series of strategic acquisitions they are seeking to make in this exciting market”. Skincity Limited, based in Hertfordshire, is headed by Ian Richardson and Dr Magdy Ishak, who previously built up and sold Covenant Healthcare Group for £170m.
Looking at the Islamic Bond (Sukuk): A Case of Legal Uncertainty?
December 2009
The financial markets of the Middle East (in line with much of the Western world) are currently in an economic turmoil and this has caused a number of investors in the financial sector to revisit some of the concepts of Islamic (Sharia) Law. The most important principles of Sharia Law in relation to the financial sector include-
• the prohibition of interest;
• profit and loss sharing (ie, parties must share risks and profits);
• asset-backing principle - in each financial transaction, there must be an underlying asset.
Following the recent press relating to Dubai and the Nakheel Sukuk, it is the ‘legal status’ of an Islamic Bonds (‘Sukuk’) that are under intense scrutiny. The questions that remain open are:
1) From the jurisdictional point of view, is Sukuk to be governed by Sharia Law?
2) If Sukuk is governed by Sharia Law, are the current Islamic Bonds that have been issued Sharia compliant?
3) Do the bond holders have any rights to the assets?
Sukuk is, in principle, a Sharia compliant bond. Conventional bonds are not Sharia compliant because they are centered around the provision of interest and do not necessarily uphold the asset-backing principle. In contrast, Sukuk upholds the prohibition of interest and asset-backing principles of Sharia Law. The transaction forming Sukuk does not involve interest and the claim embodied in Sukuk is an ownership claim, and as such, it is similar to the conventional concept of securitization.
It is important to note that there is not a standard interpretation of Sharia Law with regards to Sukuk and some Islamic scholars have argued that some of the Islamic Bonds that are in circulation in the financial markets are not Sharia compliant. Therefore, this could potentially result in the bonds being unlawful and unenforceable. The issue is that some of the Islamic Bonds issued may not actually involve the transfer of assets to investors, therefore, the Bonds may well be ‘asset-based’, but not ‘asset-backed.’ Hence, such bonds will not uphold the asset-backing principle. This is a crucial issue for investors, for if the legal title of the asset has not been transferred to the investor, in the case of bankruptcy, the assets will be ‘swallowed up’ by ‘returning’ to the originators.
The jurisdictional question and consequent issue of who has rights to the assets can be further complicated if the financial agreement contains a clause along the lines of ‘subject to the principles of the glorious Sharia the agreement would be governed by and constructed in accordance with the laws of England.’ This is the clause that was contained in agreements which were subject to court proceedings in the case of Shamil Bank of Bahrain EC v Beximco Pharmaceuticals Ltd (2004) EWCA Civ 19. The Court of Appeal held that the general reference in the agreements did not identify any specific aspects of Sharia Law intended to be incorporated into the contracts and so therefore, Sharia Law did not govern the agreement. In such cases, it is likely that, after looking at the intention of parties and identifying the ‘commercial purpose’ of the agreement, the court will deem Sharia Law inapplicable.
Significant transactions involving Islamic Bonds are now in need of legal interpretation. Presently, a court case is still proceeding over the issue of whether investors in Sukuk issued by East Cameron (a US energy firm) own the assets. Furthermore, Nakheel (the property unit of Dubai World) was supposed to pay the last rental coupon and buy back its assets by 14 December 2009, but has declared that it cannot do so. We await to see to any further legal proceedings.
The Needle Partnership LLP can offer advice on Islamic Finance Law. Please contact Sharon Needle, tel: 01132374008, email: sharon.needle@needlepartners.com
Corporate and Commercial team expands
November 2009
The Needle Partnership LLP has expanded its corporate and commercial team over the last few months. Euan McConnell, an experienced corporate finance solicitor joined the firm as a consultant. He has previously worked for a number of leading national and local firms gaining expertise in mergers and acquisitions, private equity, flotations and public company transactions. He also brings in expertise in acquisition finance, development finances, as well as bilateral and syndicated loans.
Stephen Griffiths joined the firm as an associate. He is a senior corporate lawyer with expertise in a range of corporate transactions and has previously practised at regional, national and international law firms with a presence in Yorkshire.
Victoria Robertson joined as a solicitor and has wide experience in corporate transactional work, including acting for clients in fast-food franchises, care homes, manufacturing businesses, charities and children’s nurseries.
Jyo Pattis joined as a solicitor, having previously worked at Cobbetts LLP where she worked on a mix of corporate transactions such as mergers, acquisitions and disposals. She graduated with a law degree and a masters in International Economic Law from the University of Warwick.
The Needle Partnership LLP receives Legal 500 status
October 2009
The Needle Partnership LLP has received the prestigious status of being a Legal 500 listed firm. The listing can be found on the Legal 500 website
Travel and leisure acquisitions
October 2009
The Needle Partnership LLP advised Takemetoo Limited in the double-acquisitions of Merebeech Limited and Seawake Limited, for undisclosed sums. Merebeech trades as Alpine Tracks, which offers skiing holiday packages to France, Austria and Norway. Seawake is a boating club which is currently based in Menai Bridge and Torbay, with new locations set to open in Pwllheli, Abersoch and Poole in the spring of 2010. Takemetoo Limited is also the holding company of Phoenix Holidays Limited.
September acquisitions
September 2009
The month of September 2009 remained busy for the corporate team of The Needle Partnership LLP, who advised in two acquisitions for undisclosed sums. We advised the purchaser in the acquisition of Coppergate Properties Limited, a property investment business based in York. We also advised in the acquisition of Ultrasonic Cleaning Services (UK) Limited, a company based in Leeds offering industrial cleaning services.
Disposal of Leeds tyre business
August 2009
The corporate team, led by Sharon Needle, advised the shareholders of Tyre Maintenance (Leeds) Limited in its disposal to Bandvulc Limited, a company based in Devon, for an undisclosed sum.
PIF invests in Brandzoo
July 2009
The corporate team of The Needle Partnership LLP advised Brandzoo Limited in securing an investment of £125,000 from Partnership Investment Finance (PIF). Brandzoo, a full service licensing agency in Bradford and whose clients include blue chip and television companies, will use the investment to develop high profile brands created externally in addition to its internal brand concepts. The company has previously worked on properties such as Pepsi, James Bond and Power Rangers.
ACQ New Law Firm of the Year
July 2009
The top acquisition finance magazine, ACQ Finance, has awarded The Needle Partnership LLP with the title of New Law Firm of the year. The award was given in recognition of various significant deals that have been duly noted by industry experts. These include the firm’s involvement in the acquisition of Saitek plc on behalf of Mad Catz Inc, and advising in the management buy-out of Eddisons.
“The firm has quickly gained a strong reputation for providing no-nonsense, practical solutions and offers a portfolio of legal services” ACQ
Appointments at The Needle Partnership LLP
January 2009
The Needle Partnership LLP is please to announce the appointment of Clinton McKenzie as a Partner with the practice. Clinton is a highly experienced solicitor who worked previously for of DLA Piper, before joining a highly respected corporate and commercial practice in Manchester. More recently Clinton was head of Litigation for a boutique Leeds firm of solicitors.
Experienced in handling heavyweight litigation for both commercial clients and private individuals, Clinton has worked with and advised a variety of well-known organisations and individuals, including listed plc's and high profile sports stars.
Commenting on his appointment, Clinton said "This is a great opportunity to join a firm which has quickly established itself with leading businesses and professional advisers in this region and beyond. The firm has tremendous potential and I am looking forward to adding value to the business, and assisting in the achievement of the ambitious goals the partners have set."
The Needle Partnership LLP is also delighted to announce the appointment of Jonathan Perry as a Director, specialising in commercial property. Jonathan joins TNP from Hammonds.
Renuka Salvi is also welcomed onboard as an associate. Renuka, who previously practised with Leed's firm Lee & Priestley will be working within the corporate team.
The Needle Partnership LLP advises in major international acquistion.
July 2008
The corporate team, led by Sharon Needle, advised Connect2 Holdings Limited in its acquisition of the EMEA business of Hands-On Inc and a company re-organisation backed by a £4.5m investment by leading London based venture capital firm Acuity Capital LLP.
In July 2008 Connect2 Media received investment from Hands-On Mobile, Inc. and venture capitalists Acuity Capital LLP and called on the assistance of The Needle Partnership LLP to advise in the purchase and restructure of businesses based in the UK, Israel, Brazil and Poland. The deal presented some complex legal issues and interesting logistical ones, involving parties from California to Cheshire via Tel Aviv and London. The firm successfully navigated Connect2 Media Limited through the challenging transaction, overcoming the numerous structural obstacles presented by, amongst other things, the venture capital tax regime, local tax and CGT issues for certain of the vendors.
Eddisons Expands
April 2008
The Needle Partnership LLP has advised Eddisons Commercial Limited in connection with its high profile acquisition of the business and assets of the property management and facilities management divisions of Erinaceous PLC, together with its Landlord and Tenant teams.
Sharon Needle led the team of legal advisors to the management of Eddisons, working again with Barclays Commercial Bank and BDO Stoy Hayward to successfully complete the deal prior the administration of Erinaceous PLC.
Leading chartered surveyors, Eddisons Commercial Limited is set to expand following a management buy out (MBO).
April 2008
Sharon Needle has advised the management team of Eddisons Commercial Limited in their successful management buyout of Eddisons, the leading property and facilities management company. Eddisons, which has offices in Leeds, Manchester, Bradford and Huddersfield, has been acquired by Managing Director, Nigel McDonald and director, Richard Roe who acquired 100% of the company's share capital for an undisclosed sum.
Nigel McDonald said "The MBO is a significant step in the ongoing development of Eddisons and will help us to deliver our ambitious growth strategy."
Eddisons was founded in 1844, employs over 100 staff. Funding for the MBO was provided by Barclays Commercial Bank, and corporate finance supplied by BDO Stoy Hayward.
