Practice Areas & Industries: Withers Bergman LLP

 





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Practice/Industry Group Overview

We advise companies, corporate groups and entrepreneurs on every aspect of their commercial arrangements and business affairs, from start-up to international expansion, restructuring, mergers and acquisitions, IPO and disposal. We work alongside our partners in the United States, Europe, Singapore, Hong Kong and Australia to provide seamless international corporate and commercial law advice to clients across a wide range of business sectors.

We have acted on many high-profile M&A transactions, including the sale of Christopher Kane to Kering, the sale of Nicholas Kirkwood and JW Anderson to LVMH, the investment by Mayhoola in Anya Hindmarch, the takeover of QPR Football Club, the sale of NET-A-PORTER to the Richemont Group, the sale of Sophos to Apax Partners and the sale of JD Sports to the Pentland Group. On the largest transactions we often act for families and individuals, acting alongside London’s ‘Magic Circle’ law firms. We have outstanding industry knowledge in a number of sectors including luxury brands, real estate and financial services.

We assist privately-owned businesses to grow through acquisition, to achieve a partial exit through private equity investment or to achieve a total exit by selling the business. We have a strong reputation on the sell side, where we can provide cutting-edge personal tax planning advice to individual vendors and sophisticated corporate tax planning advice to corporate vendors. On the buy side, our sector knowledge means that we can quickly identify the key ‘make or break’ issues on transactions and ensure due diligence is focused on the most pertinent issues. We also assist public companies with expansion through bolt-on acquisitions in core business sectors, as well as with redeployments of assets through non-core asset disposals.

Members of our team have particular experience in acquisition finance and can provide in-depth practical guidance on a full range of financial strategies, from senior debt, mezzanine and working capital facilities, to private equity and the public placing of shares.

Our lawyers are experts in drafting, negotiating and advising on all types of commercial contracts, however complex, including:

  • Manufacturing, distribution and supply chain
  • Franchising and licensing
  • Sale of goods and services
  • Joint ventures
  • Outsourcing, technology and on-line terms and conditions

Our advice covers the selection and implementation of appropriate corporate structures (e.g. companies, subsidiaries, branches, partnerships and joint ventures), through to the establishment of agency, distribution and franchising networks and the recruitment of employees and/or consultants. Advising on the acquisition of commercial trading premises is another significant area of expertise.

Once our clients’ businesses are operational, we advise on the full range of commercial contracts, including supply agreements, standard terms and conditions of sale (to businesses and consumers) and all other relevant contractual arrangements with the organisations involved.

We regularly consider corporate tax issues to ensure all commercial arrangements align with clients’ local and cross-border tax-planning strategies.

Increased regulation is a fact of life for businesses across all sectors. Our team brings in-depth regulatory expertise to bear in the United States, the EU and internationally to ensure full compliance with all relevant regulation. This includes advising on marketing and advertising regulation, as well as competition/antitrust, data privacy, anti-corruption legislation (including the Bribery Act and Foreign Corrupt Practices Act) and consumer laws. Because regulatory investigations can cause significant commercial disruption and reputational damage, we respond immediately to protect our clients’ best interests and ensure satisfactory outcomes.

Recent work

  • Advising Christopher Kane on the acquisition by Global Luxury Brands Group Kering
  • Advising Anya Hindmarch on the investment by Mayhoola
  • Advising Jonathan Anderson on the acquisition by LVMH
  • Advising Nicholas Kirkwood on the acquisition by LVMH
  • Advising Newbay Media LLC, part of the Wicks Group (a New York based private equity firm) on the acquisition of Intent Media Limited, a UK magazine publisher
  • Advising Reply Limited on the acquisition of various UK companies, most recently a software development consultancy, Solidsoft Limited
  • Advising Celtech Holdings Limited on the sale of a UK tissue paper manufacturer, Northern Tissue Group Limited
  • Acting for Soho House, the luxury private members’ club group, in the sale of a majority stake to Yucaipa company
  • Acting for the majority shareholders on the sale of their stake in QPR Football Club to Tony Fernandes’s Tune Group and previously acting on the takeover of QPR Football Club by the selling shareholders
  • Advising Natalie Massenet, the founder of online luxury fashion retailer Net-a-Porter on its £350m sale to Swiss luxury goods Richemont
  • Acting for the founders of the South Beach Diet in the sale of the South Beach Diet brand to MidOcean Partners
  • Advising a South American Family Office on various investments in AIM listed gold mining company, Serabi Gold plc, by way of share subscription and rule 9 whitewash
  • Advising Columbus Nova, a New York based technology fund, on its investment in German listed technology company, Pyrolyx AG
  • Advising Hugh Willis on his acquisition of a 35% equity stake in Morgan Hunt Limited, a leading UK recruitment agency
  • Advising Jennifer Moores on her investment in Harry’s of London Limited alongside US Private Equity House, Palladin Consumer Retail Partners

 
 
Articles Authored by Lawyers at this office:

Tax Court Decision Clarifies Treatment of Intergenerational Split-Dollar Life Insurance Arrangement
N. Todd Angkatavanich,James R. Brockway,Kenneth A. Pun,Edward A. Renn, June 09, 2016
Taxpayers and tax planners scored a big win in the April 13, 2016, Tax Court decision Morrissette v. Commissioner (146 T.C. No.11). The decision clarified the treatment of an intergenerational split-dollar life insurance arrangement, removing doubts regarding a planning strategy which some...

AIM - The Market for International Companies
David Guin,Anthony Indaimo,Alan S. Jacobs,Ben Simpson, April 28, 2016
The AIM market (‘AIM’) of the London Stock Exchange plc (the ‘Exchange’) is targeted at growing international companies. AIM is an ideal public market for growing and entrepreneurial international businesses seeking to expand and raise their global profile.

Senior Managers and Certification Regime
Elaine Aarons,Harvey Knight,Meriel Schindler, March 02, 2016
On 7 March 2016, the first wave of the Senior Managers and Certification Regime will become effective. The senior management of all UK regulated banks, building societies and any regulated business that forms part of a banking conglomerate will be required to perform Senior Management Functions...

Proposed US Model Tax Treaty Changes - Further Limiting Treaty Qualification?
Kristin E. Konschnik, February 22, 2016
On 20 May 2015, the US Treasury Department released proposed revisions to the US Model Income Tax Treaty (the 'US Model'), which (i) introduce 'special tax regime' provisions, (ii) propose changes to the Limitation on Benefits ('LOB') provision; (iii) add new rules on 'expatriated entities'; (iv)...

Investor Control Doctrine Invalidates Tax Benefits of Private Placement Life Insurance Policy
James R. Brockway,Marc T. Finer, September 11, 2015
On June 30, 2015, the U.S. Tax Court concluded in Webber v. Commissioner (144 T.C. 17) that the owner of a private placement life insurance policy retained sufficient control and incidents of ownership over the assets held in the segregated account underlying the policy to be treated as the actual...

Congress Considers US Intellectual Property Box Regime - Should You Re-Evaluate Your Global Structure?
Kristin Konschnik,Mitchell R. Kops,Eric Roose, September 03, 2015
Intellectual property ('IP') box regimes typically apply reduced tax rates to income from intellectual property as an incentive to locate IP-related work in a jurisdiction. Recently unveiled draft legislation may pave the way for a US IP box regime and incentivize taxpayers to reevaluate their...

The Anson Decision - More (or Less) Clarity on UK Treatment of US LLCs
Kristin Konschnik,Mitchell R. Kops,Eric Roose, September 03, 2015
On 1 July 2015 the UK's Supreme Court issued an eagerly awaited decision about the UK tax treatment of UK-based members of US LLCs. Although the dispute related to one particular LLC formed in Delaware, the decision potentially applies far more broadly - to LLCs outside Delaware, to other types of...