International business reorganisations in London
Baker McKenzie’s specialist corporate reorganisation group comprises dedicated partners in London and globally as well as leveraging practitioners from the wider corporate practice to handle a variety of high-profile mandates. The team’s work primarily encompasses post-acquisition integrations, pre-transaction separation projects, holding company and group structure reorganisations, as well as internal supply chain reorganisations. The practice is notably active in the TMT, consumer goods, retail and healthcare sectors, and has grown its financial services client base through Brexit-related mandates. In a recent highlight, the group advised Whirlpool on its global post-acquisition integration and business transformation following its purchase of the Indesit Group. Kirsty Wilson established the London corporate reorganisations practice and is the firm-wide chair of the global reorganisations group. Other key names include Emily Carlisle and Jo Hewitt, who focuses on post-acquisition integrations and subsidiary governance issues.
‘The team provided excellent coverage and co-ordination on the corporate aspects of a Brexit-related restructuring across 4 jurisdictions.‘
‘Jo Hewitt was a stand-out partner who provided excellent co-ordination on our project.’
‘Highly integrated with tax and other teams in Bakers in the UK and globally. Understands our business and extremely well and works collaboratively with us. Lovely people.‘
‘They make the complex seem easy. Manage difficult projects with great skill and huge international coordination.‘
‘Highly personal approach. Genuine long term commitment to our success. Extremely supportive. Deep engagement with our team at all levels.‘
‘The UK reorganisations practice is exceptional. The team are highly personable, responsive, incredibly diligent and have consistently strong practitioners.‘
‘The team have many unique attributes making them not only pragmatic and commercially savvy advisers but also a delight to work with. The team leverage their knowledge of your business and of clients in similar industries, and work seamlessly with other practice areas (tax, customs, employment etc.) to ensure the project plan and implementation is seamless from start to finish. Bakers provide a on-stop-shop solution which is extremely helpful for international transactions.‘
‘Emily Carlisle is fantastic. A creative thinker with pragmatic mindset, and excellent technical knowledge and experience. Emily is highly personable and responsive – making her a most trusted adviser.‘
‘Our company has been engaged with Baker for a number of years, this means we have built up a good working relationship and they have great insight into how our company works. This is invaluable. Through the natural course of any large projects requirements change, Baker respond with sound alternatives and always make themselves available.‘
‘The Baker McKenzie team continue to provide an excellent international service for our group re-organisations. Although there are numerous barriers to the seamless delivery of such an international service, the team effortlessly exhibits a coordinated and professional service that always has our ultimate goal in mind. Baker McKenzie orchestrate the appropriate resource across the countries involved in a timely manner, with a good balance of Partner and Associate involvement in each jurisdiction.’
‘Kacey O’Driscoll provided a central pivotal role during the re-organisation, managing numerous international work streams against extremely tight timescales. Her ever-present professional, diligent and cheerful demeanour combined well with a calm, ‘can-do’ attitude, and I expect belied the huge effort behind the scenes to deliver the project.‘
Emerson Electric Co.
- Advising Equinix on its reorganisation and joint venture structuring for its Hyperscale data centre joint venture with GIC, the Singapore wealth fund.
- Advising GSK on its integration with Pfizer following their creation of a consumer healthcare joint venture.
- Advised on the post-acquisition integration and business transformation of the Whirlpool Group following its acquisition of the Indesit Group.
Ernst & Young Global Limited
The dedicated corporate structuring group at Ernst & Young Global Limited advises on all aspects of international business reorganisations, including intra-group restructurings, business change projects, debt and equity rationalisations, pre- and post-deal reorganisations, seat transfers and Base Erosion and Profit Shifting (BEPS) implementations. The practice also provides corporate governance and compliance advice, and utilises the firm’s wider advisory, risk and tax specialists on larger global projects. Associate partner Sarah Holmes and Craig Stevenson jointly lead the team; Holmes has notable expertise in European structuring work, including cross-border migrations and branch structures, while Stevenson recently joined the firm from PwC LLP's Hong Kong office. Associate partner James Menzies is recommended for issues relating to UK listing rules. Terence Devane was promoted to associate partner in 2019.
‘The team is very pro-active and can provide out-of-box advice with a deep understanding of business needs.‘
‘Terence Devane is an outstanding legal professional with outstanding insight into the business needs of his clients.‘
‘The full service offering from EY LLP is excellent – we worked with them on a restructuring project, and the connection between the legal and tax teams was incredibly useful. The team that brought the project over the line were very strong on legal and commercial aspects, bringing an extremely knowledgeable and commercial approach to the process. They showed a lot of flexibility too – our deal changed regularly, and they were always able to work around challenges and bring the project to a close as required by us.’
‘Sarah Holmes, Associate Partner, was excellent – very experienced, and clearly adept at dealing with matters of the type that we worked with her in relation to. She was very approachable and commercial in her style – which meant that we were able to navigate through a very complicated project. Nothing was ever too much trouble.‘
Alexander Mann Solutions Limited
GCA Altium Corporate Finance Limited
Merck Sharp & Dohme
The Vitec Group Plc
- Advised Alexander Mann Solutions on a corporate reorganisation involving 15 entities.
- Advising Honeywell on its global legal entity simplification project, including advising on a range of legal matters and working with the liquidators to determine the appropriate method for distributing assets.
- Advising Merck Sharp & Dohme on its ongoing legal entity rationalisation project including the dissolution and rationalisation of over 30 entities within the corporate structure.
PwC LLP’s international business reorganisations practice acts for a high-profile roster of Fortune 500 and FTSE 100 companies including BP and Honeywell International. The team advised the latter on the spin off of its home product portfolio and its transportation systems business into two distinct public companies, Resideo Technology and Garrett Motion, respectively. The practice is a key name in the market for strategic global projects including pre-deal carve outs, post-deal integrations and supply chain transformations, and also handles cash repatriation issues, business and share transfers and balance sheet-related work. Other key areas of niche expertise include the creation of European Companies (Societas Europaea) and the conversion of international subsidiaries into branches. Georgie Blyth jointly heads up the practice and has notable experience in European corporate issues, including cross-border mergers and Eurobond listings. Fellow co-head Cynthia Chan specialises in global reorganisation projects and leads the technology and transformation work for the practice; Chan also leads the China business group and has been notably active handling issues arising from Brexit and the COVID-19 virus. Other key names include Kevin King, who focuses on the financial services sector and joined from KPMG Law in the United Kingdom in 2019; director Keith Bottomley, who is a key name for energy sector clients; and recently promoted director Laura Freestone.
‘The firm worked for us as the overall advisers for a cross-border, multi-country Brexit project. I was very impressed by the legal team. Cynthia Chan led the work effectively and efficiently and ensured a highly responsive overall approach from her team. The advice was clear, practical and to the point, and the team was very responsive to any queries that arose. The team also co-ordinated the cross-border aspects of the work very well, working extremely effectively with their international network.‘
‘Cynthia Chan is responsive, highly practical and focuses on meeting client needs in the most cost-effective way possible. Cynthia kept abreast of all aspects of the project during more than two years and when further matters came up several months later she immediately grasped the issues and proposed how best to address them.‘
‘Laura Freestone is able to offer clear, practical advice and is extremely responsive, typically coming back on queries in a matter of hours. A lot of complicated restructure documentation (much of it cross-border) was produced to a very high standard.‘
‘The PWC Legal team is the most established of the legal functions offered by the Big Four accountants and that depth of experience shows. In my experience, the greater knowledge within the team and the fact that they have a number of now senior partners who have grown within the PWC Legal team means that they offer a service equivalent to the leading UK law firms in the transactions fields. They have a particular expertise in transacting cross-border mergers and probably have the industry leading practice in that area.’
‘The team is run well by Georgie Blyth and Cynthia Chan, supported by a number of excellent associates.’
‘A stable of strong reorganisation specialists with a physical presence in almost every significant market. Smooth one-shop operation for international reorganisations.‘
‘Detail oriented, quality controlled, centrally coordinated process in running international reorganisations.‘
‘The team has a specific focus on multi-jurisdictional corporate restructurings. This has enabled them to hone their tools, precedents and ways of working to maximise the efficiency with which such restructurings can be undertaken. Outcome-focused and cost-effective.‘
‘Laura Freestone is technically strong and has great underlying knowledge on how to ensure delivery of corporate restructuring across multiple jurisdictions and to aggressive timelines.‘
‘The team is fantastically supportive and always willing to go the extra mile to help.‘
Aioi Nissay Dowa Europe Limited
Analog Devices, Inc.
Eli Lilly and Company
Elanco Animal Health Inc.
Honeywell International Inc.
Inmarsat Global Limited
Shiseido Company, Limited
Tech Data Corporation
- Advised Honeywell on the spin off of its homes product portfolio and its transportation systems business into two standalone, publicly-traded companies, Resideo Technology and Garrett Motion.
- Provided global legal advice (excluding the US) to Eli Lilly and Company on the reorganisation of its animal health business, Elanco, in connection with the client’s partial IPO of Elanco, followed by a full divestiture of the Elanco group.
- Advised Colfax on the pre-deal structuring of the sale of the Howden group including the creation of international sale points and the realignment of multiple intra-group loans.
DELOITTE LLP established its distinct corporate reorganisation team in 2019 following the recruitment of Rachel Hossack from Ernst & Young Global Limited. Hossack leads the highly diverse practice and is also global legal leader for post-merger integrations. Alongside its domestic work, the group also leverages the firm’s global network to handle international intra-group reorganisations. Other key areas of expertise for the team include pre-merger structurings and post-merger integrations, cross-border M&A, company migrations, asset transfers, subsidiary conversions into branch structures, and national and regional hub establishment mandates. The group recently assisted VMware with a global post-merger integration project following its $2.7bn acquisition of Pivotal Software. Director Nirosha Perera is also a key name to note for clients in the TMT, retail, consumer markets, energy and manufacturing sectors.
Other key lawyers:
‘This team has a wealth of experience built up over a long period of time working within this niche area. The corporate reorganisations comprises specialists in the corporate reorganisation sphere, with all team members working solely on such projects and bringing their expertise and commercial acumen to projects. The team also frequently work alongside their colleagues in tax, accounting and other service lines to bring holistic solutions to clients.’
‘The team is very diverse, both in terms of gender and ethnic background. It is one of the few female-led teams in this field.‘
‘Nirosha Perera (Director) is a key senior team member working alongside Rachel Hossack as the lead partner. Both Rachel and Nirosha have focused on group reorganisations as a specialism for nearly 20 years and have an in depth understanding of this area as it has evolved over the last two decades. Their wealth of experience enable them to quickly understand the needs of clients and take a commercial, pragmatic approach.‘
‘Rachel in particular has a very approachable manner and quickly establishes relationships of trust with her clients.’
‘They have a unique insight because of their position within a top accounting firm.’
‘Very hard working and they bring best practices gained from the rest of the organisation into the legal world. Nimisha is typical of this and very focused.‘
‘The team is especially helpful in crafting solutions for, and adapting to, unexpected challenges. In the course of our restructuring project a number of hurdles were encountered, the Deloitte Legal team was integral in providing alternative solutions to sustain our objectives in spite of the adversity.‘
- Acted for VMware on its global post-merger integration project following the $2.7bn acquisition of Pivotal Software.
DLA Piper utilises its global footprint and full-service capabilities to assist with international corporate reorganisations relating to strategic issues or arising from external market developments. The group is particularly experienced in post-acquisition integrations, carve-outs, spin-offs, pre-IPO restructurings, legal entity rationalisations, regulatory-driven reorganisations and supply chain issues, and has been notably active in Brexit-related mandates. Ben Forgiel-Jenkins leads the practice, which also includes Jon Hayes, who handles strategic partnerships, group reorganisations and corporate finance work; and legal director Eda Demirel, who works closely with the firm’s tax department. The group also leverages the firm’s team of legal project managers to better manage the scope and scale of large international projects, and has developed a bespoke project management tool for reorganisation projects.
‘The fact that DLA is able to offer a one-stop solution, covering multiple jurisdictions, is invaluable. It reflects/supports the international nature of business.‘
‘DLA’s lawyers are approachable and provide user-friendly and practical advice.‘
‘The advice is pitched at the right level; if I need in depth legal analysis, this is available, whereas if I need a succinct, high level summary – or a recommendation – this too is given.’
Marsh & McLennan
- Advised NTT Corporation on the consolidation and streamlining of its corporate structure with the creation of NTT Ltd.
- Assisted BRF with the international reorganisation of its holding company structure, trading structure (including transactions and intra-group pricing), and IP structure and pricing.
- Advised TMF Group on the global reorganisation of intra-group transactions, implementation of a global cost sharing arrangement and master license, and new legal agreements and transfer pricing documentation in more than 80 countries.
KPMG Law in the United Kingdom advises on the full range of international business reorganisation matters and has extensive experience in cross-border mergers, separation exercises and integrations. The group also assists with regulatory driven mandates, tax structuring issues and legal entity simplifications and rationalisations. Richard Lewis heads the practice, which also utilises the firm’s wider tax and accounting specialists to provide integrated legal, advisory and tax advice. The group also saw notable growth in 2019 with the recruitment of Kate Eades from Greenberg Traurig, LLP and Usman Wahid from Bryan Cave Leighton Paisner LLP; Eades is highly experienced in restructurings, reorganisations, M&A, joint ventures and corporate finance transactions while Wahid focuses on contractual issues.
J Sainsbury plc
Allen & Overy LLP uses its substantial experience in corporate and M&A work to handle complex multi-jurisdictional mandates spanning sales and acquisitions, spin offs, carve outs and international reorganisations. Alongside its notable global legal capacity, the firm also leverages its advanced delivery and solutions offering to assist with key matters; this includes its global resourcing platform for consultants, a dedicated legal project management office and technology solutions. Gillian Holgate is the lead practitioner for international business reorganisations and is well supported by counsel Rakesh Rathod. The pair focus primarily on spin offs, demergers, carve outs and group reorganisations. Individuals from the wider corporate group also contribute to the work both from the London office and the firm’s significant global network.
‘Everyone on the A&O team is professional, helpful and easy to work with. They are knowledgeable from day one about your company and the reorganization being worked on. A&O team led my company through two reorganizations, with law firms around the world they are able to work closely with internal company teams world wide keeping us all organized and on-task.’
‘Gillian Holgate and her team are wonderful to work with. I worked with many people but those that specifically stand out are Rakesh Rathod, Samuel McDonald and Kristen Agnew. Day or night they were available to assist with whatever was needed.‘
‘Great coordination between A&O offices. High competence level across many practice areas.‘
‘Great balance between the cost and quality of the service, expertise, on-time advice.‘
DWF group plc
- Advised DWF on its IPO including assisting with the design of a new group structure and related reorganisation.
Slaughter and May
With notable strength in the financial services and insurance sectors, Slaughter and May counts banks and insurers including Standard Chartered, Prudential and Aviva on its client roster. The group also recently advised IWG on a series of disposals and franchising matters relating to a shift in its business. The group has expertise in the energy, aviation, pharmaceuticals and food and beverages sectors and is a key name in the market for Brexit-related restructurings. The cross-departmental practice utilises practitioners from the corporate and commercial, finance, tax, regulation and employment groups, and is jointly led by Roland Turnill and Andy Ryde. Turnill leads the M&A practice and Ryde heads up the corporate group. Nilufer von Bismarck is also recommended as head of the financial institutions group and co-head of the India practice, financial regulation group head Jan Putnis handles the regulatory elements of transactions, and Jonathan Marks is a key name for work in the insurance sector.
‘Exceptional strength in depth and accuracy of execution, coupled with a high degree of commerciality.’
‘Superb technical skill combined with easy manner and great service.‘
‘Roland Turnill – calm, measured and reassuring.‘
‘Slaughter and May remain a unique proposition in the sheer all round capability of their lawyers to work across different areas. I flavour the strength in depth, all round quality of the people and their strong bench strength amongst the associates.‘
Zurich Insurance plc
Standard Life Assurance Ltd
Santander UK plc
- Advising IWG on a series of disposal and franchising transactions as the company undergoes a strategic shift in its business.
- Advising Standard Chartered on the establishment of a Greater China and Northern Asia hub entity structure to enhance capital and liquidity utilisation across the group.
- Assisting Prudential and M&G with the demerger of Prudential’s UK and Europe business from Prudential, resulting in two separately-listed companies.