Typical legal elements of group restructuring projects

The precise legal elements vary from project to project, but the following are common:

  • Restructuring and simplifying internal supply chains
  • Intra-group transfers of businesses, people and assets
  • Intra-group transfers of intangible assets / intellectual property, including ‘wither on the vine’ strategies to deal with historic intellectual property
  • Streamlining the ongoing management of intercompany transactions
  • Simplifying and rationalising intercompany debt, including eliminating foreign exchange risks
  • Removing legal entities through liquidation, strike-off or merger
  • Designing and implementing intercompany agreements for regulatory and transfer pricing compliance
  • Eurobond listings and deep discount bonds to address withholding tax on interest
  • Liquidation demergers and capital reduction demergers
  • Restructuring executive incentive schemes and employee benefit trusts
  • Cross-border mergers
  • Corporate migrations
  • Implementation of cash pooling arrangements
  • Creation of shared service centres
  • Implementation of cost sharing / cost contribution arrangements
  • Creation of new holding companies and corporate structures

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I worked with Paul Sutton for many years whilst he was at McGrigors / Pinsent Masons, in my role as Group Tax Manager of Sumitomo Electric Wiring Systems (Europe) Ltd (SEWS-E Ltd), and also for a period as SEWS-E Ltd Company Secretary. In this time I had extremely valuable assistance and advice from Paul, not only as regards general corporate law matters, but also particularly across a wide spectrum of legal aspects of SEWS-E Ltd group transfer pricing policies, implementation, inter-group agreements and legal compliance.

Martin L Kinsey, Group Tax Manager
Sumitomo Electric Wiring Systems (Europe) Limited

I have worked with Paul and his team in structuring significant Corporate Debt and have found his approach to be commercial, pragmatic and measured. I would have no hesitation working with Paul again, as we value his commercial and responsive approach.

Joanne Luce, Director
Acqua Trust Company Limited, Jersey

All-Fill Inc, a US based manufacturer of packaging machinery, has had the distinct pleasure of working with Ivan Hanna and the LCN Legal team in relation to our overseas acquisition projects. Ivan has displayed patience and intricate knowledge of English law as it applies to us as a foreign company. Ivan’s counsel has been calculated and sound, together we tailored an approach that is telling of our company’s aggressive nature. I was most impressed at Ivan’s willingness to dig deep into the details and investigate any way to give our side a competitive advantage while negotiating. Ivan has been our guiding light since our initial engagement.

Ryan Edginton, President & CEO
All-Fill Inc

I have been working with Ivan Hanna over the past year on various corporate matters including a group share restructuring project and intercompany agreements for our transfer pricing compliance. Compared to other corporate law firms I have worked with, Ivan took the time to understand our business, our stakeholders and my needs. He was incredibly responsive and went above and beyond to manage our various stakeholders and turn around a big piece of work in a short amount of time. I have no hesitation in recommending Ivan or LCN Legal – they are what all solicitors should be!

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Deallus Consulting

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AKA Filmworks

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