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Month: May 2024

Pitch perfect: Getting the club purchase over the line

Posted on by fluroltd

In the previous article, we looked at what it takes to reach a point where sale documents begin to be prepared, provided the due diligence has been successfully conducted to the buyer’s satisfaction.

We will now look at what it takes to get the purchase over the line. How a Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA) is different in a football club sale to a standard corporate transaction, what the applicable football regulations should be considered and how the newly introduced independent football regulator may impact future transactions.

Agreeing the SPA or APA
This step is standard in most conventional corporate transactions. Depending on the type of transaction that has been agreed, will determine the type of agreement that requires drafting.

Up to this point, the buyer will have relied on the seller’s disclosure of information (through due diligence) to determine the purchase price and terms of the agreement. However, the buyer will be able to further protect its investment by inserting adequate protections into the sale documentation such as indemnities, guarantees, and warranties to seek recourse from the seller.  

Warranties are assurances provided by the seller to the buyer and serve to provide contractual liability to the buyer of the accuracy and completeness of the information provided by the seller and their advisors. This can also be used as a remedy if any information is later found to be inaccurate, typically through compensation or indemnification from the seller for the resulting losses. Warranties should encompass various football-specific aspects, including the club’s operations, financial status, contracts, and safeguards against any historical regulatory compliance issues, plus cover any issues unearthed by the due diligence.

Owners and Directors Test
Once the transaction is all but completed, all new owners and directors must be approved by the governing body of the respective league of the club, therefore the agreement should always be subject to this approval. The test differs slightly between the Premier League, English Football League and National League but the process remains largely the same. Any person who owns more than 10% of shares in the club must be listed as part of the application. The club will submit the application to the respective body who will then review the application and decide whether to approve or reject it. There are grounds for rejection where an applicant is subject to any of the Disqualifying Events listed below.

The following criteria constitute a Disqualifying Events:

  • Exerting influence over another league club’s management or holding a stake exceeding 10%.
  • Disqualification from serving as a company director.
  • Holding an unspent criminal conviction resulting in a prison sentence of 12 months or more, or any conviction for dishonesty.
  • Bankruptcy status or involvement with a club during an insolvency event.
  • Listing on the sex offenders’ register.
  • Disqualification or suspension by a sports governing body or professional organisation.
  • Violation of football betting rules.

The Premier League further broadened the scope of Disqualifying Events, now encompassing individuals subject to government sanctions, implicated in human rights abuses, or involved in offences related to violence, corruption, fraud, tax evasion, or hate crimes.

The New Independent Football Regulator
The government’s White Paper proposes an independent football regulator (IFR) to oversee the major governance issues that are currently in place, including reforms for financial fair play, club ownership transparency, fan engagement, and competitive balance. It aims to enhance transparency, ensure financial stability, and promote fairness across football. Some of the key aspects target a reform relating to the purchase of football clubs in the UK. The IFR seeks to include increased scrutiny of potential buyers, stricter financial regulations, and potential shifts in investor profiles towards long-term sustainability.

The IFR will introduce new regulations and processes that clubs in the top 5 leagues in England will have to adhere to, many of which will impact a prospective buyer or could diminish the value of the club as it currently stands, they include the following:

1. A New Owners’ and Directors’ Tests: Prospective and incumbent club owners and directors will undergo fit to serve, source of wealth, and financial planning tests to ensure suitability and protect fans from irresponsible ownership.

2. Financial Regulation: Enhanced regulations are to be introduced with the aim of improving clubs’ financial resilience, with the IFR overseeing financial plans and intervening when necessary.

3. Fan Engagement and Heritage: Clubs will need to regularly engage with fans and comply with heritage protections, including seeking fan and FA approval for significant changes like altering crests, shirt colours, or club names.

4. Stadium Sale or Relocation: Clubs must seek approval for stadium sales or relocations, considering the financial and heritage preservation implications. There are number of previous examples, including most recently Derby County, where the owners  unilaterally sold all or part of the stadium in order to raise capital for the club, a new authorisation process by the IFR will be implemented to prevent this in future without approval.

5. Breakaway League Prevention: English clubs will be prevented from joining unlicensed or breakaway leagues like the European Super League as was attempted by the Premier League’s top 6 teams in April 2021.

6. Broadcast Revenue Distribution: The IFR will have powers to intervene in broadcast revenue distribution to address financial sustainability issues across the pyramid if it cannot be agreed by the top 5 leagues in the first instance. This is part of a further review of the drip-feed funding (that is currently in place) beyond the Football League.

Although implementing the White Paper’s proposals could face challenges such as resistance from stakeholders, legal hurdles, enforcement difficulties, unintended consequences, balancing different interests, and global coordination. Considerations of these new regulations should be taken into account throughout the process of purchasing a football club as it is likely they will shape the future of English Football.

In summary, acquiring a football club in England presents a multifaceted journey, intertwining business acumen with the rich tapestry of fan engagement, regulatory compliance, and certain financial intricacies unique to the football industry.

Each phase of the purchase of a football club, requires careful consideration and expertise. As the landscape of English football continues to evolve through the new Independent Football Regulator, successful club acquisitions require an understanding of the game’s complexities and a steadfast commitment to upholding its heritage, whilst mapping out a course towards sustainable growth and success.

Blaser Mills has extensive experience in dealing with an array of corporate transactions, including those involving football clubs. Please do get in touch if we can assist your business.

Infected blood scandal: Legal support for those affected

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The infected blood scandal has tragically impacted thousands of individuals and families in the UK. This medical damage, stemming from contaminated blood transfusions in the 1970s and 1980s, resulted in numerous victims contracting life-altering viruses such as HIV and Hepatitis C. Recent developments indicate that victims could receive over £2 million in compensation, a step towards acknowledging their suffering and loss.

Understanding the scandal
During the 1970s and 1980s, blood products supplied by the NHS were tainted with deadly viruses, infecting thousands of patients. This primarily affected individuals requiring regular blood transfusions, such as those with haemophilia. The government’s failure to adequately screen and ensure the safety of these blood products resulted in a public health disaster.

The term ‘victim(s)’ refers to anyone directly or indirectly impacted by infected blood who is eligible for compensation.

Eligibility
As defined by the Government website [1] you were a victim of infected blood, whether you were infected or affected as follows:

An infected person is someone who has:

  • HIV through the use of NHS supplied blood, blood products and/or tissue;
  • An acute or chronic case of Hepatitis C through the use of NHS supplied blood, blood products and/or tissue
  • A chronic case (more than 6 months) of Hepatitis B through the use of NHS supplied blood, blood products and/or tissue
  • An acute case (less than 6 months) of Hepatitis B through the use of NHS supplied blood, blood products and/or tissue and died as a result of Hepatitis B infection during the acute period

A person who suffered the impact of infected blood through their relationship with a living or deceased infected person is known as an affected person. Affected persons include:

  • Spouses
  • Civil partners
  • Partners cohabiting with an eligible infected person for at least one year following the infection

Partners who separated from the eligible infected person prior to infection will not be eligible for compensation.

People who were registered on current UK IBSS or who were in receipt of support payments from Alliance House Organisation (AHO) will automatically be eligible and registered for the scheme.

Estate application
The infected person who has passed away, the personal representatives of the deceased person’s estate may apply for compensation on behalf of the estate of the infected deceased person.

Compensation
The compensation due will be judged under the five criteria’s below:

  1. Injury and harm caused
  2. Social impact from stigma and isolation
  3. Impact on autonomy and private life, such as not being able to have children
  4. Care costs
  5. Financial loss

Legal implications and compensation
The infected blood scandal has led to numerous inquiries and legal actions over the years. The recent discussions around compensation signify a major development in addressing the grievances of the victims. According to the latest figures, affected individuals could receive more than £2 million, reflecting the severity of their suffering and the profound impact on their lives.

However, securing this compensation is not straightforward. It involves intricate legal procedures and the need for substantial evidence to support claims. This is where the expertise of a specialist solicitor will be crucial.

How we can help
We can assist you at all stages of your claim from the initial registering of your potential claim through to gathering all necessary medical evidence and other supportive documentation so your claim can be assessed and thereafter to an amicable conclusion ensuring you recover the maximum level of damages to which you are entitled.

Support
Beyond legal representation, we offer empathetic support. We understand the emotional toll of such a situation and strive to provide a compassionate approach to help you through this challenging time.

The infected blood scandal represents one of the most significant healthcare disasters in the UK. As victims now have a potential path to significant compensation, it is crucial to have skilled legal representation to navigate the complexities of these claims. With extensive experience in PI and medical negligence cases, I am dedicated to helping victims receive the justice and compensation they deserve.

If you or a loved one have been affected by this scandal, do not hesitate to seek professional legal assistance to explore your options.

For further information or advice please get in touch with Victoria Harvey or Asif Ali:

Victoria Harvey: 07776 859163 – vrh@blasermills.co.uk

Asif Ali: 01494 478607 – axa@blasermills.co.uk

[1] Infected Blood Compensation Scheme Summary – GOV.UK (www.gov.uk)

Key things to consider when buying a retirement property

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As retirement approaches, many individuals find themselves contemplating a change in living arrangements. For some, this may involve downsizing to a more manageable property, relocating to a desirable location, or investing in a home that caters to their needs. However, if you are looking at purchasing a retirement property, it requires careful consideration to ensure that it aligns with both current lifestyle preferences and future requirements.

Kirsty Malcolmson, Conveyancing Executive in our New Homes team, outlines key things to consider when purchasing a retirement home.

Location, location, location
The choice of location is vital when purchasing a retirement property. It’s important to consider moving to a convenient location that is close to your healthcare providers, friends, family as well as good links to the local town centre and public transportation routes.

Some people also assess the suitability of the local area in terms of safety and various social opportunities. Whether your preference is a peaceful countryside or a city centre, the location should complement your lifestyle and preferences.

Property types
Retirement properties come in various forms, ranging from traditional houses to apartments, bungalows, or retirement villages. Evaluate the advantages and downsides of each, considering factors such as maintenance requirements, accessibility, and future mobility needs. Additionally, assess the size of the property to ensure it accommodates your living arrangements comfortably, whether you’re downsizing or seeking additional space for hobbies or guests.

Accessibility and adaptability
As mobility may become a concern with age, it’s crucial to prioritise accessibility features within the property. Look out for things such as step-free entrances, wider doorways, handrails, and wheelchair-friendly designs.

Financial considerations
Evaluate the financial implications of purchasing a retirement property, including the upfront costs, ongoing expenses, and potential resale value. Assess your budget carefully and consider factors such as taxes, maintenance fees, insurance, and any additional amenities or services offered by retirement communities. It’s recommended to work with a professional financial advice to ensure that the investment aligns with your long-term financial goals and retirement plans.

Staying social
Many retirees value the sense of community and access to lifestyle amenities offered by retirement properties or villages. Some retirement complexes offer extensive services, such as swimming pools, restaurants, gyms, hairdressers and various social activities. Consider whether the available amenities cater to your interests and preferences, enhancing your overall quality of life during retirement.

How Blaser Mills can help
Buying a home to retire in is a big commitment and it is important to us that you make the right choice of home for this stage of your lives. We want your time at your new home to be relaxing, with well-run and properly maintained amenities. A big part of this is ensuring that the conveyancing process is as stress-free as possible.

Throughout we will aim to take away the pressure and we’ll always be available to talk you through each stage of the transaction and answer any questions you may have.

To speak to one of our expert property solicitors, contact Kirsty on 01494 738062 or email klm@blasermills.co.uk.

Residential Property team awarded best in postcode for customer service

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The Blaser Mills Residential Property team has been recognised for delivering outstanding customer service to its clients by winning a Best in Postcode Award from The ESTAS – the biggest award scheme in the UK residential property industry.

The award has been achieved via customer reviews submitted to the ESTAS review platform, which is exclusively for real estate professionals, the reviews have been completed at the end of the moving experience. ESTAS monitors and verifies service ratings over a 12-month period giving a highly accurate overview of the standard of service that’s been delivered to customers.

Simon Brown, founder of ESTAS says “At ESTAS we’re creating a community of property lawyers who all share a passion for delivering great service to their clients and a belief that excellent service should be the norm not the exception.”

Jane Hannaway, Partner and Head of Residential Property commented “We are very pleased to receive the recognition, we take our levels of customer service very seriously because we know clients have a choice”.

To get in touch with our Residential Property team email enquiries@blasermills.co.uk.