Corporate and M&A in Guernsey

Carey Olsen

Carey Olsen‘s team is well-versed in high-value international M&A and corporate restructurings involving Guernsey structures. It also has a strong local profile, and is instructed by buyers and sellers alike in Guernsey M&A deals, with a client list including London stock exchange-listed corporates domiciled on the island, where clients believe the firm is ‘best in class‘. Tom Carey ‘s practice encompasses private equity, investment funds and restructuring deals; he jointly heads the group alongside Tony Lane , who has experience across M&A, public takeovers, schemes of arrangement and capital market listings. Andrew Boyce  is the team’s funds expert, with a strong track-record in structuring and establishing open- and closed-ended investment funds. Senior associate Arya Hashemi is recommended for cross-border M&A and competition law issues.

Practice head(s):

Tom Carey; Tony Lane

Other key lawyers:

Andrew Boyce; Ben Morgan; David Crosland; Annette Alexander; Arya Hashemi; John Scanlan

Testimonials

‘Andrew Boyce is always available, always provides sound advice and a solution to every problem.’

‘Annette Alexander, who is our main contact, is incredibly responsive and commercial in her advice. She is a real pleasure to work with and to have with clients.’

‘We have worked with Tony Lane for a number of years and he is a technically strong, problem solving lawyer who isn’t afraid to be in the trenches with you’

‘Wide pool of talent to draw on to expand transaction teams helping manage absences and the fluctuating demands of time critical activity. Strong senior leadership. as a consequence we can choose the right people for the type of client or transaction which most other local firms cannot do’

‘Tom Carey – will fight your position for you Tony Lane – provides sensible pragmatic advice and understands the commercial realities to offer guidance about what is essential or nice to have John Scanlan – thorough and responsive’

‘Undoubtedly, the strongest and biggest of Guernsey’s corporate and funds legal offerings. The team comprises a number of the island’s leading practitioners. The team has remained stable with little (if any) partner movement out over the past few years. The department appears to have appropriate succession planning arrangements in place with a good number of younger Partners and Senior Associated coming through the ranks.’

‘John Scanlan is most definitely one to watch – his client service is extremely good and he always makes himself available. He is pragmatic and has a solution focused approach to transactions. Tony Lane is an outstanding M&A lawyer and is great to deal with. He is very dedicated to the client’s needs and goes above and beyond in terms of the timing and quality of his delivery.’

Key clients

Stonehage Fleming

Super Group Limited

Blackstone Capital Partners

Blackstone Real Estate

The shareholders of interactive investor

Humboldt Re

Stenprop

Hand Picked Hotels

7RIDGE

MitonOptimal International Limited

Trust Corporation International

The ID Register

Melford Capital

Lloyds Bank International Limited

Permira

Advent International

VinaCapital

GLI Finance Limited

Raven Property Group

Amdocs Limited

Grant Thornton

bd-capital

Brockton Capital

Work highlights

  • Advised Stonehage Fleming on its acquisition of the Private Client Services business of Maitland, a privately owned global advisory, administration and family office firm.
  • Advised Super Group (SGHC) Limited and its subsidiaries on the Company’s public listing on the New York Stock Exchange (NYSE) following the successful completion of its US$4.75 billion business combination with Sports Entertainment Acquisition Corp., an NYSE-listed special purpose acquisition company (SPAC).
  • Advised the shareholders of interactive investor, the UK’s leading subscription-based investment platform, on its £1.49 billion sale to abrdn, the global investment manager. The acquisition is part of abrdn’s ongoing growth strategy and its commitment to the personal wealth and direct investing market.

Mourant

At Mourant, practitioners handle the spectrum of corporate transactions, including public and private M&A, where it advises targets, bidders, financial advisors and financial institutions. In terms of M&A, the team has experience in Guernsey, UK and cross-border deals, continuing to handle high-profile local M&A, particularly in the financial sector, where it is able to provide regulatory advice. It is also regularly instructed on reorganisations and is increasingly known for it's ESG work. Frances Watson  is well-known for public and private M&A, and transactions involving family offices; John Lewis is oriented towards private M&A and corporate transactions for private wealth clients; John Rochester  is well versed in transactions involving real estate. Practice head Helen Wyatt  is another key name, and is able to utilise expertise in financial services regulations.

Practice head(s):

Helen Wyatt

Other key lawyers:

Frances Watson; John Lewis; John Rochester; Alana Gillies

Testimonials

‘The Mourant team were very attentive and always on hand to assist. They were extremely knowledgeable and user-friendly. When faced with a variety of corporate issues, they were able to cut through legalese and get to the root of the problem and suggest solutions.’

‘John Rochester was on top of the deal and understood what we needed in the timeframe we had.’

‘The team is very knowledgeable, the response times are lightning fast and they can help clients navigate through complex regulatory issues.’

‘Alana Gillies Ridout is a stand-out partner. She is my go-to lawyer for anything Guernsey-law related. She has an excellent manner with clients and colleagues and I trust her advice.’

‘The team provided timely and useful advice on the Guernsey law related aspect of the deal.’

‘Understanding the transaction, but also the ability to explain the complexities of the transaction.’

Key clients

Abrdn plc

Amphenol Corporation

Big Deal Music

Brockton

Brookfield

EFG

Greystar

Helical plc

HG Pooled

HNG Atlas Main Lux SCSP

John Laing Infrastructure Fund Limited (JLIF)

Mariana Resources Limited

Rothschild

Royal Bank of Canada

Praxis IFM

Preservation Capital Partner

Saffery Champness

Schroders

SG Kleinwort Hambros

Viasat Inc.

Work highlights

  • Advising Astorg on its acquisition of IQ EQ – a leading investor services group providing a comprehensive range of compliance, administration, asset and advisory services to investment funds, global companies, family offices and private clients globally.
  • Instructed by Harbottle & Lewis on a number of occasions in relation to IEB Trading Limited. Including advice in relation to the preparation of comprehensive corporate governance protocols to be adopted by Maximo Limited and I E B Trading Limited with a view to promoting, developing and creating a business suitable for the admission of Maximo Limited to trading on the main market of the London Stock Exchange at the earliest opportunity.

Ogier

Ogier‘s offering combines expertise in corporate transactions with regulatory, employment, private wealth, property and banking expertise, in addition to being able to provide dispute resolution services in the case of insolvencies and corporate court procedures. Presiding over the group is ‘thoughtful and service-orientedBryon Rees , who has ample experience in the corporate aspects of real estate transactions. Tim Clipstone  is qualified to practice in Guernsey, England, BVI and the Cayman Islands, giving him the edge in cross-border M&A transactions, market listings, takeovers and downstream investments by funds. Also recommended are managing associates Richard Doyle and Michelle Watson Bunn.

Practice head(s):

Bryon Rees

Other key lawyers:

Tim Clipstone; Richard Doyle; Michelle Watson Bunn; Michaela Jesson

Testimonials

‘Bryan Rees is excellent. Thoughtful and very service oriented.’

‘The team is proactive, commercial and knowledgeable.’

‘David Taylor – great to deal with – smart, enthusiastic and someone whom I would trust to impress any client to which I introduced him.’

‘Responsive and integrate very well into instructing firm’s teams – create a real “one team” culture on any transaction that they are working on’

‘Strong lawyers. Always available and ready to move on deals at pace. Technically good’

‘They have a friendly, experienced and diverse team who get the job done. They took a very collaborative approach with ourselves on the mainland in terms of making sure all Guernsey tasks were completed and reported upon efficiently.’

‘The team are very proactive in keeping you up to date on progress of matters’

Key clients

Sports Entertainment Acquisition Corp

Downing Student Management 4 Limited

Aroundtown SA & CPI Property Group

Marco Capital Holdings Limited

Equitix

Disruptive Capital Acquisition Company Limited

Elliott Advisors (UK) Limited

ARA Dunedin / ARA Asset Management

HGGC, LLC Sale of shares in Davies Topco Limited (Project Nashville)

Keppel DC REIT Management Pte Limited

Hopkins & Moore Developments Limited

ViacomCBS Inc.

Burford Capital Limited

GreenAcres

Wildstone Capital

Work highlights

  • Advised Sports Entertainment Acquisition Corp, a publicly traded special purpose acquisition company (SPAC), on its US$4.75 billion business combination with Super Group to create a global gaming company to be listed on the New York Stock Exchange (NYSE).
  • Guernsey legal adviser to Equitix in relation to KKR and Equitix’s £2 billion takeover of John Laing Group plc.

Walkers

They are pragmatic and get the job done‘, says one client of the investment fund and corporate lawyers at Walkers. The group has broad experience in restructuring work such as amalgamations and migrations, in addition to a strength in the corporate aspects of real estate transactions. Matt Sanders  is a seasoned M&A lawyer and jointly takes the lead alongside ‘brilliantKate Storey , who has a niche in M&A involving insurance companies. Chris Hutley-Hurst (‘clear and commercial in his advice‘) provides corporate tax advice, in addition to handling regulatory aspects of corporate and commercial activities. Recently promoted senior counsel Jessica Robinson has built a practice involving trust companies and in April 2022, Craig Cordle joined the group from Ogier.

Practice head(s):

Matt Sanders; Kate Storey

Other key lawyers:

Craig Cordle; Chris Hutley-Hurst; Jessica Robinson

Testimonials

‘I have had the pleasure of working with Chris Hutley-Hurst, who has been very proactive and helpful to some of my clients who are considering establishing fund structures in Guernsey, either to list in London or on the International Stock Exchange. Chris is very clear and commercial in his advice and clients have been impressed with how proactive he is to achieve their aims.’

‘I have dealt with most of the top tier, and magic circle law firms in London. I have also dealt with smaller boutique firms across the UK, her territories and those in the EU. I would say that the personable attitude of Walkers really stands out. They are human: they are very approachable, pragmatic and get the job done. Very well. I would also say that their re-assurance, guidance, and advice is well delivered and very comprehensive. It gives clarity, when it matters. Because it matters. I would, in particular say that my personal dealings with Chris Hutley-Hurst have been a real pleasure. I enjoy working with him, and his wider team.’

‘Kate Storey was brilliant – engaging, clear and concise – a real asset on a Guernsey deal.’

‘This practice is unique in its excellent client care which coupled with their pro-active and commercial approach to all issues and documentation make the team a definitive stand-out! We have continually thrown business ideas at them and they have responded with considered practical advice. They are collaborators that we can trust.

Matt Sanders is a brilliant mind with a humble attitude and has become one of our stand-out go-to advisors.’

‘Walkers has a global presence in offshore jurisdictions and an excellent reputation. This was why we went to them and selected them among others. We need legal services regarding investment management and debt products and we were very satisfied with the level of services, knowledge and experience offered by our counsels. What we did like the most was that Walkers is always ready to find solutions rather than problems or issues to the questions and that we submit to them.’

‘The team is always enthusiastic and easy to talk to that is something we appreciate very much. They are also very pragmatic and understand pretty well the financial markets outside of legal work (which is our area of expertise) and that is something that is often overlooked when selecting a law office.’

‘The Walkers Corporate and M&A team are a pleasure to work with. The team are responsive and pragmatic; they have a wealth of technical knowledge and still manage to remain commercial and practical.’

Key clients

ITI Trade Ltd

Stanley Capital

The House of Green Limited

Kistler Underwriting Guernsey ICC Limited

Argos Holdings (Jersey) Limited

Guernsey Investment Fund PCC

Work highlights

  • Acted as onshore counsel for Kirkland & Ellis International LLP to provide time sensitive Guernsey corporate law input on the formation of a Guernsey company as part of the holding/sponsor structure for a Special Purpose Acquisition Company (SPAC).  
  • Acted as principal Guernsey counsel to The House of Green (THOG) on its establishment as one of the first producers of medicinal cannabinoids under licence from The States of Guernsey.
  • Advised a family-owned group of real estate holding structures (Argos Group) on the Guernsey and Jersey law elements of their internal corporate restructuring.

Appleby

Appleby is most known for its work pertaining to the Guernsey aspects of UK financial institution reorganisations, typically by schemes of arrangement. The team is also able to augment its corporate capabilities with expertise in regulatory issues, such as regional data protection rules. Clients rate practice head Stuart Tyler for 'wearing his incisive approach and intellect very lightly, meaning that very complex instructions are made user-friendly for non-specialists'. Tyler's practice straddles corporate and commercial matters, and he has expertise in shareholder agreements, insurance structures and the commercial aspects of trusts and foundations law. Jeremy Berchem  is the other key figure, who is noted for his debt capital markets work.

Practice head(s):

Stuart Tyler

Other key lawyers:

Jeremy Berchem

Testimonials

‘The breadth of commercial subject matter the Guernsey office covers means that they can service any form of corporate work in any sector.’

‘Stuart Tyler wears his incisive approach and intellect very lightly, meaning that very complex instructions are made user-friendly for non-specialists. He is the go-to corporate brief for several boards I am involved with and what he produces is exceptional.’

‘Appleby have acted for us on several M&A transactions. They have provided a fantastic service to us. Their corporate partner in Guernsey, Stuart Tyler, has bags of experience and a sound commercial head on his shoulders. We consider their work to be first class.’

‘Stuart Tyler is the partner that we have dealt with most often there. He has a good solid all round set of skills with a particular focus in his practice on regulatory matters and M&A work. Stuart is regularly instructed on blue chip transactions in Guernsey due to a combination of his stellar reputation and his excellent commercialism. He takes absolutely no nonsense and is both absolutely dedicated and hugely reliable. A fantastic lawyer.’

Key clients

Aon Group PLC

BOW Trustees

City & Commercial Insurance PCC Limited

Equiom Group

HSBC Group

Imperium Trust Limited

Intact Financial Corporation

Oak Trust Group

Pensioneer Trustee Company (Guernsey) Limited

PTC Holdings Limited

Paratus Maritime Insurance Limited

PraxisIFM Group

Stenham Cannon Group

Suntera Group

Trireme Pension Services (Guernsey) Limited

UAP Holdings Limited

United Group BV

Work highlights

  • Advised Suntera Global on the acquisition of Nedgroup Trust, a fiduciary services provider in Jersey and Guernsey from Nedbank Private Wealth.
  • Advised PraxisIFM on the sale of its Fund Administration division to Sanne Group Plc.
  • Providing Guernsey legal advice on acquisition of the Guernsey entities within RSA Insurance Group, a multinational insurance group on behalf of a Canadian acquirer, Intact Financial Group.

Bedell Cristin

Clients describe the team at Bedell Cristin variously as 'straight-talking" and 'responsive and innovative'. The team handles all aspects of corporate and commercial law, leveraging expertise in banking and finance, regulatory issues and insurance sector knowledge to assist with a wide variety of transactions in Guernsey. The team is led by managing partner Kate Ovenden  who is prolific in M&A transactions, where she also brings to bear her expertise in finance. Richard Sharp  is a stalwart of the team, focusing on the insurance space, while Dylan Latimer is the name to note for deals involving private equity funds. Joining from Ogier in January 2022, senior associate James Walsh adds to the firm's M&A capabilities with his experience in advising acquirers, targets, investment banks and investors.

Practice head(s):

Kate Ovenden

Other key lawyers:

Richard Sharp; Dylan Latimer; James Walsh

Testimonials

‘Able to provide clear and commercial advice in short timescales.’

‘Kate Ovenden is responsive and hugely knowledgeable. Kate gave clear advice on a matter and was able to offer sensible, innovative and workable solutions to last minute issues which arose.’

‘I have worked with Richard Sharp on several restructuring projects over the last couple of years. Richard has an excellent knowledge of the history/structure of our company and of the shareholding structure. With this knowledge, Richard has been able to devise solutions and give sound advice, which has enabled us to achieve our overall objectives.’

‘The team at Bedell are always responsive and innovative. We have had excellent service on new corporate agreements and associated negotiations with our regulator. Our lead partner has managed to recruit and retain a team that seems stable and is aware of our business.’

‘Kate Ovenden. Super commercial and able to bring both buy and sell side experience into her advice’

‘Straight talking, I know where I stand and what my options are very early on.’

‘In Richard Sharp we have found a trusted partner for our corporate legal work. Straight talking and no nonsense approach enables us to make better informed and insightful decisions in a timely manner.’

Key clients

Ocorian Services Limited

Arrow Global

Prudential Financial, Inc

Digital UK Limited

Oryx Real Estate Partners (UK) Limited

BlackRock

Shawbrook Bank Limited

Work highlights

  • Advised Ocorian Services Limited (as lead counsel) on its acquisition of Trust Corporation, one of the most significant M&A transactions in Guernsey in 2021.
  • Advised on the sale of Arrow Global Group plc to TDR Capital LLP, in the amount of £563 million and related financing.
  • Advised Digital UK Limited on a detailed competition law analysis and application for merger consent in relation to its acquisition of Freesat from the BBC and ITV.

Collas Crill

Collas Crill brings together experts in funds, banking, real estate, regulatory issues and corporate transactions to provide Guernsey law advice on local and onshore UK transactions. The group is increasingly active in novel sectors of the market, and in 2021 advised on multiple acquisitions in the medical cannabis space, where it has developed regulatory expertise. Wayne Atkinson heads the team, with expertise in corporate transactions in regulated industries and an increasing presence for ESG issues. Simon Heggs  has experience in cross-border transactions, advising banks, pension schemes, family offices and corporate groups. Also recommended are former practice head and current consultant Paul Wilkes and seasoned corporate lawyer David Moore .

Practice head(s):

Wayne Atkinson

Other key lawyers:

Paul Wilkes; David Moore; Simon Heggs

Testimonials

‘Strong corporate offering for Guernsey firm; domestic expertise (not simply servicing off-shore clients) as demonstrated by work leading the way on cannabis opportunities in Guernsey.’

‘Paul Wilkes, Wayne Atkinson, Simon Heggs all give great advice and act as trusted advisers to clients.’

‘Approachable, responsive and value for money’

‘Simon Heggs – super approachable, commercial yet incredibly transparent and good value for money. An all round good guy and leader in his field.’

‘The CC team are consummate legal professionals who are readily accessible on a fast response basis with a highly personalised client engagement style and approach. Having a single senior partner lead as prime contact means each new piece of advice work is assessed and allocated quickly to the relevant experienced senior advocate to provide quality initial response advice and for an early plan to be formed. Speed is so important these days.’

‘Highly qualified, experienced, knowledgeable, with full understanding of our, as the client, business model and of our strategic corporate approach to legal matters. CC senior lawyers have formed deep relationships with our Board and Execs.’

Key clients

Northern Trust

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

HWS 3 Limited & HWS 4 Limited

India Capital Growth Fund Limited

Fairtree Capital

Grant Thornton

Investec Bank

Queens Road Medical Practice

Channel Island Property Fund

Condor Ferries

IP Investment Management (HK)

Sequent

PineBridge Investments

JTC Group Limited

Fladgates

Hill Dickinson

Midshore Consulting Limited

Boodle Hatfield

Blue Islands Limited

Fastforward Innovations Limited

Nuvei Group

Emmac Limited

Work highlights

  • Assisting Curaleaf with the acquisition of Europe’s largest medicinal cannabis company, EMMAC Life Sciences Limited, with the assistance of $130million investment by a sovereign wealth fund
  • Advising MJ Hudson on the acquisition of Saffery Champness Funds Services
  • Lead Counsel on the establishment of the World’s first authorised, Bitcoin backed, investment fund and surrounding structures including regulatory advice, corporate governance and shareholder matters.

Babbé LLP

No job is too big or too small ‘ for the team at Babbé LLP, which has substantial experience in M&A, combined with expertise in banking and finance. The group is particularly noted for advising investment managers on the establishment of funds on the island, and their subsequent acquisitions and investments. ‘Smart and responsiveTristan Ozanne  heads the department, working closely with counsel Ann Halliday  and managing associate Tiaan Calitz .

Practice head(s):

Tristan Ozanne

Other key lawyers:

Ann Halliday; Tiaan Calitz

Testimonials

The team has a wide range and in-depth technical experience and provide an excellent and cohesive service. I have met with the majority of the team and they ensure that I am kept up to date on all matters in a timely and effective manner. No job is too big or too small for them and if a particular person is not able to assist then they will refer you onto the relevant person who makes contact with you immediately.’

The team is very knowledgeable and collaborates well with other lawyers from different firms.’

Tristan Ozanne is very responsive and easy to work with.’

Babbe is a progressive Guernsey practice, which prides itself on thinking nimbly and with a commercial/solution orientated mind set.’

Tristan Ozanne is both smart and responsive, and a pleasure to work with.’

‘Tristan Ozanne has driven relationships with us as a client over the last few years and is very knowledgeable, approachable and proactive in offering suggestions, alternatives and clear, well-informed advice.  Tristan’s team have proved themselves to be of a similar standard and we have benefitted from their wide range of knowledge and experience.’

Ferbrache & Farrell LLP

Ferbrache & Farrell LLP handles a wide range of Guernsey corporate and M&A deals, with a varied client list of local, UK, Irish and international clients, including corporates and high-net-worth individuals. The team is also regularly instructed on corporate reorganisations. Taking the lead is Gavin Farrell, whose focus is the investment funds and asset management sectors. Helen McGeoch is another name to note for transactional work, that includes joint ventures and shareholder agreements.

Practice head(s):

Gavin Farrell

Other key lawyers:

Helen McGeoch; Joshua Black

Testimonials

‘I found the team to be very helpful and timely in their response. They understood the urgency of my requests and provided full and very swift replies. My queries were technical in nature and so I did not experience the technology which they offer but found the firm overall to be very efficient.’

‘Gavin Farrell and Joshua Black were very open to discussing the aspects of Guernsey law which concerned my clients and were very approachable. I have recommended the firm to a number of my clients and have no hesitation in doing so.’

‘A relatively new legal firm founded by three leading Guernsey lawyers and a consultant.  The firm is extremely reactive to queries and getting direct access to the partners is quick and easy. These qualities are not always found with the largest firms. Their communications are clear and concise. They don’t attempt to wrap unnecessary legal waffle around what they say. The firm offers advice that is both technically robust and commercially astute.’

‘Gavin Farrell is a leading Guernsey legal partner with a broad and deep understanding of the many facets of Guernsey’s finance industry. Gavin is exceptional not only in his technical abilities, but also in his openness and communication, meaning it is always clear where you are in the legal process and what the next steps should be. Gavin takes the lead on projects meaning that he is always only one e-mail or phone call away, and is always up to date on the status of the project.’

‘As practices on Guernsey go they are the best. Amazingly well rounded. They understand the problem and the client and work with you.. The import two words there is ” with you” not telling you they work with you to get the outcome you need’

‘Gavin and Helen and team are knowledgeable and all I can describe them as is super stars’

Key clients

Global Net Lease, Inc.

Internet Fusion Group Limited

Fort Group

Guernsey Investment Fund PCC Limited

Irish Breeze LLP

Tarian Trust

Motion Ventures Limited

Evolution Insurance Solutions Limited

Work highlights

  • Advised Global Net Lease, Inc. on the acquisition of a £55m commercial property in Guernsey, one of the largest investment transactions in the Channel Islands in recent years.
  • Acted for a local investment fund in respect of joint venture arrangement fund in respect of joint venture arrangement for investment in various local businesses
  • Advising local trust and corporate services provider on the sale of its pensions business to another local provider.