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DLA Piper UK LLP’s ability to handle ‘complex, high-value cross-border M&A, across a full range of markets’ was once again in evidence, with technology specialist John Campion advising HCL Technologies in a number of jurisdictions on its $186m

acquisition of Geometric, and Tim Lake acting for the management shareholders of Bromford Holdings on the disposal of the company to Bromford Acquisitions, backed by Liberty Hall Capital Partners. The team also stands out in the capital markets space, where UK head of corporate Charles Cook handled Watkin Jones Group’s admission to AIM and associated fundraising valuing the company at £235m – making it the largest IPO of the year on AIM. Other key players are Birmingham head Noel Haywood, who leads on M&A work for local FTSE companies and advised Dignity on its £43m acquisition of the Co-op Group's crematoria division, and James Lavery, who is ‘strong in a private equity context and good at proposing solutions’; Lavery was active in various cross-border mandates for pharma and transport clients. On the commercial contracts side, Gareth Stokes ‘gives valuable insights into commercial manufacturing and supply agreements’.

Eversheds Sutherland (International) LLP’s ‘strength in building client relationships ensures a consistently high level of service across the board’. The team has seen some restructuring at the top with Mark Beardmore taking over as head of practice, following Keri Rees’ appointment as global head of corporate. Beardmore is particularly well regarded in the private equity space, where his recent deals include acting for Bridgepoint Development Capital on the £52m acquisition of Cruise.co.uk. The team continued to handle the lion’s share of capital markets work in the region, with Rees and Steven Hacking acting on the £140m AIM IPO of Joules Group, while in other listed company highlights, Susan Lewis and James Trevis advised National Grid on the £13.8bn transfer of its gas distribution business to a new entity in advance of the proposed sale of a majority stake in that entity. Other names to note in the seven-partner team are Catherine Eley, who ‘gets the job done quickly with no fuss’, and newly appointed partner Kelly Holmes, who leads on commercial contracts work and regularly handles outsourcing agreements for the likes of Severn Trent Water and Hammerson. Principal associate Theresa-Marie Stodell is also noted for her wide range of corporate experience. Ian Moore joined from an in-house role.

At Gowling WLG, the ‘balance of expertise, strength in depth and value for money is highly competitive’, and the team regularly handles high-value work in areas such as real estate, automotive and small business sales. Recent highlights include head of practice David Vaughan advising Derek Hood on the sale of JD Classics and the reinvestment of 40% of his sale proceeds into an equity release and partnering deal with Charme Capital Partners, and newly promoted partner Chris Towle acting for Blackstone in its £300m sale of Carolia Tower Hotel to the Bhatia family. The team has been strengthened by the relocation to the Birmingham office of Stuart Young, who was active on a number of key deals, including advising the owners of Opus Energy on its £340m conditional sale to Drax Developments. Other names to note are Baljit Chohan, who ‘always balances great awareness of commercial context with excellent legal expertise’, and listed company specialist Jeremy Millington, who assisted the management team of Sigma Components with its management buyout from Avingtrans. In the cross-border space, Julian Henwood acted for Huhtamaki in its €103m acquisition of Delta Print and Packaging and its affiliated Polish unit.

Gateley Plc’s ‘strength in the local market’ ensures that the team handles a high volume of transactions in the West Midlands region; recent examples include Chris Reed acting for the shareholders of the ultimate parent company of LG Harris in the sale of the company to Orkla, and the same lawyer advising Roxhill Developments Group on its strategic joint venture with Segro. Mid-market private equity is a particular area of expertise, with recent highlights including Simon Gill advising Palatine on its £65m investment in Westleigh, and Reed assisting the management team of Wavenet with the £35m buyout of the company by Beech Tree. In another private equity-related deal, national corporate head Tom Durrant represented the shareholders of Callstream Group on the disposal of their equity interests to J2 Global. The team’s versatility extends to capital markets, where Paul Cliff and senior associate Tom Rush advised Franchise Brands on its £16m admission to AIM by way of flotation, and also represented Cantor Fitzgerald Europe in its role as nominated adviser on the IPO of Autins Group. CEO Michael Ward is highly recommended.

Mills & Reeve LLP is possibly best known for its expertise in the private health sector, where the team acts for clients such as Partnerships in Care and Virgin Care; healthcare specialist Julian Smith continued to be active in this space and assisted Bupa with its disposal of the entire issued share capital of Bupa Home Healthcare to Lloyds Pharmacy. Another significant player is Peter McLintock, who is experienced in handling private equity and cross-border deals, and in one notable matter acted for Tournus Expansion, backed by MML, in the acquisition of CED Fabrications. McLintock also advised Spring Ventures on its equity investment into the management buyout of Home from HFH Healthcare. Jayne Hussey leads on commercial contracts work, where the team’s experience spans automotive and engineering, energy, and hotel and leisure. Hussey advised Elster Metering on supply contracts relating to its smart meter supply arrangements, and together with principal associate Ruth Andrew assisted Silverrail Technologies with various supply agreements in relation to the National Express Rail franchise.

Pinsent Masons LLP’s sector-led team, which has deep experience in cross-border and listed company work, includes technology specialist Andrew Hornigold, who advised Teva Pharmaceutical Industries on the £603m sale of the UK and Ireland business of Activas Generics to Accord Healthcare; Hornigold also acted for the holding company and its key shareholders in the sale of Azzurri to Maintel Holding. Practice head Paul Harkin, who is ‘one of the best technical lawyers in the region’, focuses on industrial and retail clients, and assisted the management team of Millbrook Group with the disposal of the company to Spectris; in another significant transaction, Harkin advised Plastic Omnium Environment Holding on the sale of its highways signage business to Mallatite. Other key players are Nicole Livesey, who leads on deals in the advanced manufacturing sector, and Clare Francis, who was busy on post-Brexit contractual risk analysis for both private and public sector clients. The practice can also draw on London-based Joanne Ellis, who is well regarded for her expertise in the private health sector.

Shakespeare Martineau LLP ‘competes well in the lower mid-market M&A space, offering an attractive balance of depth and breadth of technical resources’. The team is particularly known for its energy expertise and, in one standout matter, head of practice Richard Wrigley advised key client the National Grid on the metering aspects of the sale of its gas distribution business. Another area of strength is the advanced manufacturing sector, where Wrigley acted for the owners of Nenplas Holding on the sale of Nenplas Holdings and Nenplas Properties Holdings to Döllken-Weimar; Adam McGiveron is also noted for his specialism in this sector. The practice’s breadth is further evidenced by its capability in areas such as listed company work and private equity; for example, Keith Spedding acted for Avingtrans in the £68m sale of its aerospace division to a new company backed by Silverfleet Capital, and funds specialist Kavita Patel, who wins praise for her ‘innovation and leadership’, assisted Private Equity Investor with its £20m sale to KHP Strategic 2. Octopus Investments is another key private equity client. In the commercial contracts space, Matthew Sutton has a particular focus on the manufacturing, automotive and rail sectors.

‘Response times, business acumen and industry knowledge are very good’ at Shoosmiths LLP, where the practice continued to feature strongly in real estate and private equity deals. Ben Turner, who now heads the corporate practice following Martin Letza’s departure for an in-house role, advised the shareholders of GBR Phoenix Beard Holdings on the sale of their shares to Savills; and Alastair Peet, who leads the national venture capital team, acted for Octopus Ventures, Accel and Index on the disposal of TouchType to Microsoft. In another private equity deal, Peet assisted the Business Growth Fund with two significant investments into Sertec Corporation. David Jackson has charge of the three-partner commercial offering and is advising Telefonica O2 on its role in providing wi-fi communications services to a major public sector entity. In addition to telecoms, Jackson is well versed in technology outsourcing arrangements, and also acts for leisure and tourism operators such as TUI Group and Monarch Airlines. Technology specialist Craig Armstrong is another key player in the commercial team.

Squire Patton Boggs is routinely involved in mid-market deals and is often selected for its ‘international reach’; in one example, Edward Dawes advised SAICA on the acquisition of the Americk Packaging Group. Elsewhere, the commercial team, which is led by Stuart James, continued to work on international supply agreements in sectors such as manufacturing, IT and healthcare. The corporate practice is headed by Geoff Perry, who has significant experience advising on private equity-backed management buyouts, and in one major deal acted for the eight-person management team of Adey on the management buyout of Adey, backed by LDC. Perry’s caseload also extends to listed company work - he advised the shareholders of Warwick Holdings on the £55m share sale of the company to Lookers. In other highlights, the practice continued to develop its private equity offering, with the recommended Andrew Glaze acting for the Business Growth Fund on its investment into Solid Solutions Management.

Browne Jacobson LLP’s ‘fast, friendly and efficient’ team includes Mike Jackson, who was busy on an impressive range of mandates, including advising Source BioScience on the £65m sale of the company to Sherwood Holdings, and acting for Belvoir Lettings in its £22m AIM fundraising. In another highlight, Jackson assisted the management shareholders of Flydocs Systems with a strategic partnership with Lufthansa Technik. Other names to note are practice head Kevin Jones, whose ‘key strengths are knowledge, flexibility and commerciality’, Roger Birchall, and new hire Michael Stace, who arrived from Blake Morgan LLP. Jones was particularly active in the investment funds space, where he assisted various local government pension schemes with the formation and management of investment funds. On the commercial contracts side, Richard Nicholas and senior associate Ryan Harrison have ‘market-leading experience in technology areas’, and were successful in securing a number of new clients, such as the National Trust and the Salvation Army.

Fieldfisher LLP is ‘highly recommended for any entrepreneurial type of business that needs quite specialist advice with connectivity globally’. Key players include the ‘extremely knowledgeable’ Graham Muth, who advised on a number of deals in the professional services sector, and Jane Thomas, who was active for various cross-border acquirers in sectors such as manufacturing and energy. Other areas of sector specialism include healthcare, IT and financial services. Corporate restructuring specialist Chris Hill heads the practice and is noted for his ‘fantastic customer care and direct but subtle style’. The team was boosted by the hire of legal director Iain Wilton, who arrived from AGCO Corporation, however Zanna Patchett departed for REPL Group.

Freeths LLP is ‘building a strong regional franchise’ under the leadership of Lee Clifford, who is known in the market for his ‘strong private equity base’. Recent examples of Clifford’s work include acting for Away Resorts, an LDC-backed company, on the acquisitions of Cosways and Sandy Balls Estate, and assisting the management team of Clamason with its buyout of the company, backed by Connection Capital. Clifford also handles equity capital markets work and advised Autins Group on its £37m AIM listing. Other names to note are Tom Brown, who specialises in the funeral services sector and acted for the shareholders of Funeral Services Partnership on the sale of the company to Montagu; and legal director Ateeq Ahmed, who focuses on advising large corporates and represented Group Europe Handling in its acquisition of the entire issued share capital of Cobalt Ground Solutions from Air France and Koninklijke Luchtvaart Maatschappij.

Irwin Mitchell’s team, which wins praise for its ‘excellent knowledge of the subject and pragmatic ability to find solutions’, is led by national head of private equity Nick Dawson. Dawson’s highlights included advising Glide Utilities on the disposal of 75.1% of its issued share capital to CableCom, and acting for the new incoming management team on the institutional buyout by ESO Capital Group and management buy-in of Janan Meat. The team was further developed by the promotion to the partnership of Rob Laugharne, who advised Reconomy on the acquisition of Cory Environmental Recycling Services and Waste Hire Services. Sarah Riding leads on commercial work and advises clients such as the National Grid and Restore; Riding is advising the British Chambers of Commerce on various matters, including Brexit-related issues affecting the network. The team is able to draw on the experience of national head of corporate Chris Rawstron.

Clarke Willmott LLP’s team was boosted by the hire of commercial contracts specialist John Irving, who joined from Sydney Mitchell LLP. Irving has particular expertise in dealing with contracts for the supply, delivery, installation and commissioning of capital goods plant and equipment. On the corporate side, consultant Andrew Beedham advises private companies on transactional work across sectors such as manufacturing, retail and technology.

‘Responsiveness and appreciation of the business environment are both excellent’ at DWF, where the team handles a steady stream of deals in the lower mid-market range. In one standout transaction, the ‘very commercial and proactive’ Mark Gibson, who heads the practice, advised Park Holidays on the £362m management buyout of Caledonia Investments and subsequent rollover reinvestment in the buyer vehicle. The team’s experience in the private equity space was also on display, with Gibson acting for Inflexion on the acquisition of My Policy. The practice is noted for its high proportion of cross-border work, drawn mainly from the US as well as Russia and the CEE countries, owing to Gibson’s links to that region.

Emms Gilmore Liberson’ ‘straight-talking and personal approach’ makes it a favourite with clients such as Jaffer Group and Trigram Properties, and the practice is probably best known for advising local SMEs in sectors such as manufacturing and technology. Name partners Stephen Gilmore and Gregory Emms were active on a range of matters, including advising PTV Planung Transport Verkehr on its purchase of Distribution Planning Software International, and acting for Jupiter Diagnostics Holding Company in its three-way merger followed by a £2m fundraising exercise. Also of note is associate Jon Start, who is singled out for his ‘patience and lateral thought’. The practice’s commercial offering was bolstered by the hire of Matthew Jackson, who joined from BPE Solicitors LLP.

Boutique Legal Clarity ‘takes a very pragmatic approach to its work, is responsive and always meets deadlines’. The team focuses on corporate M&A and remained busy in this space, with healthcare specialist Chris Wright, who is ‘approachable, open and diligent’, acting for Modality Partnership, a GP super practice, in connection with its merger with seven separate practices throughout the year, and Richard Underwood representing the majority shareholders in the £13m sale of DBK Partners to RPS Group. In other highlights, senior associate David Jenkins advised Dragonfly Foods and its shareholders in relation to a £2m investment by a Japanese food group, and Underwood assisted with the statutory demerger of the Dartex Coatings group, to separate the group’s commercial textile manufacturing business from its investment and advisory arm. The practice was further developed by the hire of senior associate Martin Clifford from Continuum Corporate Lawyers LLP.

The Wilkes Partnership had a strong year in 2016, with work encompassing acquisitions, disposals, corporate restructurings and venture capital investments. Highlights included acting for F&W Forestry Services in its acquisition of OCS Forestry UK, and advising NVM and the other shareholders on their exit of Silverwing by way of a sale to Eddyfi NTD. Gareth O’Hara leads the four-partner team, which also includes Jeremy Parkin, Rick Smyth and John Soden. Parkin and Soden also handle commercial contracts and have experience dealing with issues ranging from sourcing and manufacture through to licensing, logistics and sales channels.

Weightmans LLP has particular strength in advising owner-managed and family businesses, especially in the automotive manufacturing supply chain. Head of practice Mathew Harvey was busy on a number of matters for key client Sertec Group, including advising the management team on the management buyout of the company, and then acting on Sertec Group’s acquisition of AWC Industries. The other name to note is healthcare specialist Gareth Griffiths, who is ‘highly experienced and gives fairly priced advice’; Griffiths represented various buyers in the purchase of occupational health practices.

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Legal Developments in West Midlands for Corporate and commercial: Birmingham

  • US rules regarding offshore accounts

    The Hiring Incentives to Restore Employment Act 2010, enacted on 18 March 2010, imposes a new US withholding tax and reporting regime, known as the Foreign Account Tax Compliance Act (FATCA). The FATCA regime applies generally to payments made after 31 December 2012, except on obligations (to be defined in future guidance) outstanding on 18 March 2012. Substantial effort is required by foreign entities to bring their worldwide operations and policies into compliance with the FATCA rules as of the effective date.

    - Jones Day

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