Mergers & Acquisitions

We have extensive experience representing buyers and sellers, special committees of boards, debt and equity investors, and financial advisors in complex cross-border M&A and other business combinations, including distressed situations.

Capital Markets/Finance

We represent issuers and other financial institutions from various countries and industries in the full range of sophisticated capital-raising transactions, including IPOs, Rule 144A offerings, secondary equity offerings, high-yield and other debt issuances, rescue financings, PIPEs, private placements, block and other securities trades, bank/senior credit financings and mezzanine financings.

Private Equity/Venture Capital

We are one of the few leading global law firms that has extensive international experience in virtually every type of private equity transaction. From early-stage venture capital financings to complex cross-border multibillion dollar leveraged buyouts and going-private transactions, we successfully represent all major parties, including private equity/venture capital investors, issuers, management (including management buyouts) and institutionally backed private enterprises (including private equity/venture capital fund portfolio companies).

• Mergers and acquisitions, particularly cross-border transactions involving U.K., U.S., Bermudan and E.U. sellers, buyers or targets

• Capital markets transactions, including equity, debt, hybrid, regulatory capital and ILS offerings

• Cross-border group structuring, including the interplay between the London, Bermuda and U.S. insurance markets, intragroup financings, intragroup reinsurance, service level agreements, corporate structures, capital efficiency, regulatory capital issues and use of offshore vehicles

• Insurance group reorganisations, such as redomiciliations, headquarters location advice, use of European Economic Interest Groupings, use of Societas Europaea and intragroup transfers of business

• The taxation of insurance groups—permanent establishment and tax residence risks, risk management policies and procedures, transfer pricing, insurance premium tax, VAT, Federal excise tax, controlled foreign company regimes and disputes with tax authorities

• Regulatory issues, including U.K. insurance regulation, impact of Solvency II on U.K. and E.U. insurers and impact of Solvency II on international groups

• The Lloyd’s market—how to enter and/or participate, capital structures to meet Funds at Lloyd’s requirements, regulation, tax efficient structures, turnkey arrangements, Syndicate and Names level reinsurance, financing arrangements and capacity offers

• Collateralised reinsurers, ILS funds, sidecars and newco reinsurance vehicles, including structuring and documentation around both collateralised and rated start-ups

• Complex reinsurance transactions and associated security arrangements

• Insurance-linked securities, such as catastrophe bonds

Compliance Advice

• U.K. Bribery Act

• U.K. anti-money laundering regime

• U.K. and E.U. sanctions, both trade and financial

• General criminal law advice, such as assisting boards and directors on how to mitigate their own risks

• Market abuse and insider trading laws, and regulatory requirements

• Reporting obligations under English law to regulators, law enforcement and government departments

Governmental Inquiries

• SFO investigations into a variety of issues, including suspected corruption

• Financial Conduct Authority investigations

• Police investigations

• Criminal and civil investigations by Her Majesty’s Revenue and Customs

• Criminal cartel investigations

• Inquiries by parliamentary committees/government-appointed inspectors

• Cross-border governmental investigations, including those conducted by the U.S., DOJ and SEC

Internal Investigations

• International corruption or fraud

• Accounting irregularities

• Price-fixing and other antitrust violations

• Export control and sanctions violations

• Employment and human rights issues

• Audit Committee issues and investigations

• Design and provision of training for conducting internal investigations

Corporate/Transactional Support

• Due diligence inquiries

• Drafting warranties and indemnities

• Advising on bribery and sanctions issues pertaining to mergers, acquisitions and other transactions

• Advising on money-laundering reporting issues arising as a result of disclosures in corporate transactions

Dispute Resolution

• Acting for both claimants and defendants on all aspects of disputes before the English courts

• Conducting arbitrations

• Evaluating distressed opportunities

• Implementing complex cross-border restructurings (both in and out of court)

• Dealing with all aspects of formal insolvency proceedings

We regularly act on behalf of:

• Private funds and opportunistic investment vehicles

• Investors in distressed debt (control/loan-to-own and yield players)

• Creditors’ committees, agents and lenders

• Distressed companies

• Private equity sponsors

• Acquirers of distressed assets

• Administrators, liquidators and restructuring advisory firms

Our clients benefit from our sound legal judgment and international experience, and our established ability to quickly assess the relevant restructuring challenges. Our highly acclaimed team shares the experience and knowledge needed to influence and achieve desired results efficiently while carefully managing execution risks. In circumstances where consensus-building among stakeholders is not possible, we are well prepared to litigate to best serve our clients’ interests.

We have extensive restructuring experience in a wide variety of industries, including:

• Hospitality and leisure

• Communications and media

• Health care and life sciences

• Financial services

• Manufacturing and engineering

• Consumer products and retail