Leiza has been my ‘go-to’ commercial legal advisor for many years. Along with her team at LCN, Leiza has dealt with a variety of commercial matters for me, both as an in-house colleague and as external counsel, and on every occasion demonstrates inimitable professionalism and efficiency. Her legal expertise is always delivered with commercial logic: it is this which really sets her apart from the competition and which ensures ongoing loyalty.
Sharma (FRAeS), Aircraft Finance Lease
It is a pleasure to work with Leiza, who is very knowledgeable, pragmatic and responsive
Michiel Verveld, Chief Legal Officer, Polaroid
We have worked with LCN Legal over a couple of years with a focus on a material corporate reorganisation project, resultant transactions and the setup of new intercompany arrangements. We have found LCN to be able to assist across wide ranging issues apart from the core reorganisation work for which they have been excellent. Not only has their implementation work been professional with fast turnaround times, we have been particularly impressed with their understanding of the business, their advice, design work and guidance throughout. Above this, they are a pleasure to deal with, a valued partner and we would strongly recommend their services.
Group Managing Director and CFO of a multinational FinTech business
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
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!
Becky Karver, CFO
It is my privilege to recommend Ivan. He is able to process requirements quickly and formulate an effective strategy that protects one’s commercial interests. He is very personable and exceeds expectations. A great lawyer!
Roop Singh Sood, Executive Producer
At Caisson Investment Management, we have worked with Leiza across a number of areas including corporate restructuring and commercial agreements and we have always received a dedicated service that is second to none. Having legal agreements that are easily understood and effectively reflect the commercial terms is of great importance and Leiza delivers both effortlessly. It is an absolute pleasure working with Leiza as she guides you through the whole process with ease and professionalism.
Michael Newman, Finance Partner
Caisson Investment Management
You are by far and away the most pro-active people I have ever worked with. I normally have to chase.
Head of Group Finance
Well-known luxury hotels group
The client here is a technology-enabled business that supports multinational groups around the world. It’s a very strong business that is highly profitable and growing fast.
The client’s corporate structure wasn’t working well for them, for several reasons. A key problem was that from a governance point of view, the group was finding it difficult to recruit senior managers to the jurisdiction of its parent company. This meant that it was becoming increasingly difficult to maintain substance there for transfer pricing purposes.
The group therefore decided to restructure its entire operation, from governance functions and holding structure, to supply chains and ownership and control of intangible assets. This involved moving assets, functions and strategic decision-makers to new locations. One of many benefits was that the new structure would allow the group to adopt a new transfer pricing model with greater substance in all respects.
As with any restructuring project, the basic process is to (A) understand how things are working at the moment; (B) design a new structure that will achieve all the required objectives; and work out how to get from A to B. The first part of that was particularly difficult in this case, as the group was changing and growing so quickly that we were trying to hit a moving target. With that initial restructuring work completed, we created a completely new holding and finance structure for the group, and consolidated all of the group’s debt, thereby removing unnecessary foreign exchange risk.
As always, we managed the process, shepherding the project through its many stages, and keeping the client exactly as informed as they wanted and needed to be. In every project, the person who is our main key contact in the client’s organisation inevitably has to report to other senior people, so it’s essential to keep them regularly updated with all the key information about costs, progress against milestones, and so on.
At the time of writing, the initial restructuring is complete, and we have now moved onto the final phase of the initial project: re-writing all of the group’s global intercompany agreements in order to implement its new transfer pricing model. As the group is innovative and acquisitive, its structure and business divisions change rapidly, so it will be vital to regularly monitor the group’s operations, TP model and its intercompany agreements to maintain compliance over time.
Throughout the whole process, the ‘heartbeat’ of communications has been weekly project update calls, which have been held between the client’s CFO, LCN Legal and the client’s strategic tax adviser. This has enabled the core team to escalate issues, resolve blockages and adapt to the changing requirements of the group.Step by step
Our client for this project was a publically listed multinational group in the software sector. The group has a decentralized management team (in APAC, Middle East and Europe).
Our first introduction to the group came about because, working with their transfer pricing advisers, they had commissioned a large and well-known law firm to write some intercompany agreements. The transfer pricing advisers felt, however, that the results were not up to scratch, and so they recommended us to the client instead. Our fixed-fee proposal was approved, and we have been working with them ever since.
After we had completed the initial ICA project successfully, the client asked us to work with their tax team on a reorganisation project. The group is quite acquisitive, so it had to integrate the various different businesses it had recently brought in, and align them with its own structure.
The project was a debt and legal entity rationalisation, encompassing the UK, Europe and Asia Pacific. The two main goals were to rationalise the group’s intercompany debt and arrange for it to be capitalised or settled; and to simplify the European group structure, which involved reducing the number of legal entities by about half.
There were several reasons to undertake the project. Having many entities adds cost, and significant compliance work is involved in maintaining them. Reducing the intercompany debt would also lower the group’s exposure to foreign exchange risk. And a simpler structure is much easier to manage from an operational perspective.
Our expertise in the legal implementation of transfer pricing gave us extra insight into the groups’ structures and operations, which was very valuable in our work in the reorganisation. And our ability to work seamlessly and communicate effectively with the group’s tax advisers was also key. (Failure to do this can cause real problems in reorganisation projects, because issues can ‘fall between the gaps’.)
As always, there were various technical legal questions that needed to be resolved, and the legal side of things was further complicated by the fact that the project covered many jurisdictions, some of which (such as China) required different formalities to be complied with. But the really critical aspects of any group reorganisation project are managing the process and the communication.
We were able to do just that, ensuring that all the key stakeholders within the group were fully involved, and were consulted whenever necessary. The tax team set out a top-level plan that set out the key steps. We then fleshed that out into a detailed process, with a comprehensive list of legal documents and actions required.
At the time of writing, the initial reorganisation project is all but completed, and the group has already asked us to help them with the updating and extension of intercompany agreements following a further substantial acquisition in Asia.
This ongoing role is in line with our ICA maintenance service for them. At regular intervals we review our client’s group structure and intercompany transactions, identify any gaps in the coverage of intercompany agreements, and ensure that they remain aligned with the group’s transfer pricing policies as they evolve. This is particularly important for groups such as this one which are acquisitive, or which operate in a fast-moving sector, as these things mean that the group itself changes rapidly.
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