Group reorganisations

Our corporate group has a specialist team which has considerable experience of advising on all legal aspects of, and implementing, multi-national group reorganisations and tax efficient structures. The members of the team have a long track record of working alongside tax advisers and other legal advisers in European and worldwide locations. The team regularly helps to co-develop structures, to advise on particular legal aspects of proposed transactions and to implement and execute them.


Group reorganisations

The team can advise on any corporate aspects of multi-national group reorganisations including, but not limited to:

  • Intra-group share sales, or business and asset sales
  • Mergers and de-mergers
  • Group simplifications including strike-offs
  • Inter-company loans, facility agreements, loan notes or other methods of group financing
  • Maintenance of capital issues including reductions of capital (both private company supported by a solvency statement and Court approved), share buy backs (out of distributable profits, proceeds of a fresh issue of shares or capital) and redemptions of share capital
  • Financial assistance
  • Transactions at an undervalue
  • Dividends and distributions (whether in cash or in specie), including disguised distributions corporate benefit, directors' duties and insolvency implications of transactions
  • Redenominations of share capital
  • Drafting all types of share rights

 

Transactions regularly include not only companies (private and public, and limited by shares or guarantee and unlimited) but partnerships, limited partnerships and limited liability partnerships. 

The team also regularly project manages multi-jurisdictional transactions and co-ordinates the legal advice to be received from and provided by advisers in other European and worldwide jurisdictions.

In addition, the team has considerable expertise in advising on and undertaking European cross-border mergers and advising on Societas Europeas (SEs).


Group reorganisations

Recently we have:

  • Advised, in conjunction with Ernst & Young LLP (US), a large US manufacturer and distributor of cosmetics in relation to a group reorganisation involving a large number of European subsidiaries in a number of jurisdictions worldwide
  • Advised, in conjunction with PwC, a large listed owner of pubs, comedy venues and late night drinking venues on the sale of various parts of its business to new subsidiary companies
  • Advised a global household, health and personal care group in relation to a number of share capital conversions
  • Advised the Barth-Hass Group, the world's leading supplier of hops and hop products in relation to its European cross-border merger involving a German and an English subsidiary
  • Advised a US software manufacturer on a group simplification project which involved tidying up the balance sheets of a number of dormant group companies prior to striking them off
  • Advised a leading manufacturer and aftermarket service provider of comprehensive flow management products and services in relation to a multi-national group reorganisation to improve the balance sheet position of various group companies
  • Advised an employee owned healthcare provider in relation to a group restructuring to create a tax group within the group structure

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Group reorganisations
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LG advises Brewin Dolphin on disposal of its corporate advisory and broking division
LG has advised Brewin Dolphin on the disposal of its corporate advisory and broking division to N+1 Brewin.
May 2011 MORE

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