Private Equity, A Transactional Analysis - Fifth Edition
Published: 2024
Pages: 576
eBook: 9781787429758
Featuring fully updated chapters by leading private equity practitioners, the book includes high-level analysis of private equity fund structures, equity and debt finance, acquisition documentation, due diligence, tax structuring, pensions issues and public-to-privates.
This practical fifth edition introduces the world of private equity not just from a UK perspective, but also that of key European jurisdiction and the US. It explains its rise and recent dynamics, and explores the key ingredients of private equity transactions and the technical issues associated with them. Featuring fully updated chapters by leading private equity practitioners, the book includes high-level analysis of private equity fund structures, equity and debt finance, acquisition documentation, due diligence, tax structuring, and public-to-privates.
New to this edition:
A new analysis of the fastest growing part of the private equity market, that dealing with secondary transactions, examining both those led by the investors in private equity funds and those led by those who manage the funds.
A new discussion of the debt available at the fund level, the way it is structured and its uses.
A first time chapter on how ESG issues are affecting and being dealt with by private equity fund managers including an examination of the new and prospective regulation in this area.
Coverage of new UK pension legislation in relation to due diligence.
Insight on latest market trends and how these impact on deal dynamics and deal terms: an overview of the anatomy of a private equity fund, a description of fund terms, reflecting changes driven by industry requirements, and a laying out of common themes across all major relevant jurisdictions.
Discussion of the ever-changing tax risk environment, and newer tax rules.
Consideration of the regulatory changes required in governance of large private companies and transparency.
A review of the evolving shape of the leveraged buyout market, including the influx of new finance providers.
Consideration of the new UK framework on restructurings.
The book is a must-have handbook for legal and other practitioners working or advising in private equity, as well as for senior private equity executives, investment houses and investors. Academics in corporate law and business schools, as well as their students, will also find this fifth edition to be of great value.
Table of Contents
Cover | Cover | |
---|---|---|
Title Page | 1 | |
Copyright | 2 | |
Table of Contents | 3 | |
Introduction | 5 | |
The place of private equity in corporate finance and mergers and acquisitions | 13 | |
Private equity fund structures | 27 | |
The secondaries market: LP-led secondaries transactions and GP-led liquidity transactions | 49 | |
Fund finance: NAV facilities | 85 | |
Structuring private equity transactions: tax and management planning | 101 | |
Equity finance | 131 | |
Debt finance | 153 | |
Acquisition documentation | 201 | |
Public-to-privates | 235 | |
Due diligence | 277 | |
Private equity and ESG | 325 | |
The importance of governance, transparency and reporting for private equity-owned companies | 343 | |
Private equity restructuring | 359 | |
Private equity deals in the United States: separated from the United Kingdom by a common language? | 397 | |
Benelux | 419 | |
France | 455 | |
Germany | 483 | |
Italy | 515 | |
Spain | 545 | |
About the authors | 563 | |
About Globe Law and Business | 573 |
Olaf Baks
Partner, corporate M&A, NautaDutilh
[email protected]
https://www.linkedin.com/in/olafbaks/
Olaf Baks is a partner in NautaDutilh’s corporate M&A department with a focus on private equity in the Benelux and international mergers and acquisitions, leveraged buyouts and corporate finance transactions. Olaf acts for Dutch and international private equity sponsors, founders, management teams, family-owned companies and other corporate clients. He also advises clients on management incentive plans, W&I insurance as well as corporate governance matters. The Legal 500 ranks Olaf as Next Generation Partner and notes: “Olaf Baks especially is very good and a rising star”.
James Bell
Knowledge counsel, Travers Smith LLP
[email protected]
https://www.linkedin.com/in/jamesedwardbell/
James Bell is a knowledge counsel in the finance and restructuring group at Travers Smith LLP. He advises on developments in law and practice, delivers training and prepares the firm’s standard form manuals and precedents (including automated templates). James has written a range of client publications on finance and restructuring matters. He has written chapters to cross-border databases on acquisition finance and is a regular contributor to “In Practice” articles in the Journal of International Banking and Financial Law.
James has a maîtrise in French law from the University of Paris I: Panthéon-Sorbonne and an LLB in English and French law from King’s College London. He trained and practised at Linklaters in London and Paris and subsequently worked for 10 years in the London finance group of Shearman & Sterling.
David Beller
Partner, Latham & Watkins
[email protected]
https://www.linkedin.com/in/david-beller/
David Beller is a partner in the New York office of Latham & Watkins where he focuses on mergers and acquisitions and private equity transactions. He has more than 15 years’ experience advising on US and international private equity and M&A transactions, joint ventures and restructurings. Among the honours David has received, he was shortlisted for Dealmaker of the Year in 2021 by The Deal magazine and is listed in The Legal 500 US 2023 for Private Equity Buyouts.
Charles Bischoff
Partner, Travers Smith LLP
[email protected]
https://www.linkedin.com/in/charles-bischoff/
Charles Bischoff is a partner and head of the finance group at Travers Smith, specialising in fund finance and speciality finance. He advises some of the most active participants in the fund finance space on the full spectrum of products, in particular investor call bridge/subscription facilities, NAV and hybrid facilities, GP support/co-invest facilities, and equity commitment backed facilities to funds, GPs, managers and investors across a range of asset classes. As an internationally recognised name in the fund finance space, Charles sits on the Fund Finance Association’s EMEA Executive Committee and is a regular speaker and author on the topic. He most recently presented at the Fund Finance Association’s Global Market Update. Charles is recognised in fund finance by Chambers and Partners UK 2024.
Victoria Bramall
Partner, Travers Smith LLP
[email protected]
https://www.linkedin.com/in/victoria-bramall-1a253761/
Victoria Bramall is a partner in the secondaries transaction group and private equity and financial sponsors team at Travers Smith. She advises buyout sponsors, fund of funds and specialist secondary funds on GP-led and LP-led secondary transactions. She also advises alternative asset management firms on seed, stake and strategic M&A as well as establishment, restructurings and reorganisations of the GP structure. Victoria has been recognised as one of “Europe’s Best Up-and- Coming Lawyers” and a private equity “Rising Star” by Law.com.
Adam Burk
Senior associate, Travers Smith LLP
[email protected]
https://www.linkedin.com/in/adam-burk-20a168303/
Adam Burk is a senior associate in the finance group at Travers Smith. He advises corporates, funds and financial institutions on a range of financing matters, and has a particular focus on fund finance, securitisation and other structured finance matters. His fund finance experience includes advising on a range of NAV, preferred equity, hybrid and GP/management fee facilities.
Richard Burrows
Partner, Macfarlanes LLP
[email protected]
https://www.linkedin.com/in/richard-burrows-98b4b9/
Richard Burrows has a broad practice across all fields of company and corporate law, including capital markets transactions, public takeovers, private capital raising and private acquisitions. With over 15 years’ corporate law experience, Richard has acted for institutions and individuals in a variety of transactions across the corporate sphere. Much of Richard’s work has a cross-border element, and Richard spent nearly two years on secondment at a leading law firm in New York. Richard has a particular interest in tech and is cohead of Macfarlanes’ technology practice. With this broad background Richard writes about many areas of corporate finance, with a particular focus on capital markets, shareholder activism and corporate governance.
Adam Caines
Partner, Macfarlanes LLP
[email protected]
https://www.linkedin.com/in/adam-caines/
Adam Caines is a multi-faceted finance lawyer who acts for credit funds and direct lenders, speciality finance providers, alternative lenders, banks and private equity sponsors on a wide range of domestic and cross-border financing transactions. Adam has a strong focus on acquisition finance and corporate facilities, commonly implementing unitranche with super senior financing structures. He also advises on receivables financing, asset based lending and speciality finance; structured financing and securitisations; and investor call bridge facilities and fund leverage and NAV facilities. He acts predominantly for lender-side clients but has also advised private equity sponsors in relation to leveraged acquisition facilities and credit funds in relation to bridge and fund leverage facilities.
Neil Campbell
Partner, Latham & Watkins
[email protected]
https://www.linkedin.com/in/nccampbell/
Neil Campbell is a partner in the London office of Latham & Watkins and a member of the M&A and private equity practice. Neil advises clients on complex cross-border private equity and M&A transactions. Neil draws on over 10 years’ experience acting for large private equity houses on their most significant deals. Neil has been named in Legal Week’s 40 Under 40: The Rising Stars in Private Equity, a ranking of the “best up-andcoming private practice lawyers in UK and European private equity”.
Irene Carreño Uría
Associate, Gómez-Acebo & Pombo
[email protected]
https://www.linkedin.com/in/irene-carre%C3%B1o-ur%C3%ADa-b07622156/
Irene Carreño Uría is an associate in corporate M&A focused on private and public M&A and corporate governance, based in the Madrid office. Her working languages are Spanish, English and French.
Cyril Courbon
Associate, Bredin Prat
[email protected]
https://www.linkedin.com/in/cyril-courbon-53566464/
Cyril Courbon, associate at Bredin Prat, is a member of the corporate team. He primarily advises investment funds and trade companies in relation to mergers and acquisitions, private equity transactions and management packages. Prior to joining Bredin Prat in 2021, he was an associate at Freshfields Bruckhaus Deringer for four years. Admitted to the Paris Bar in 2018, he is a graduate of the University of Paris I Panthéon- Sorbonne (master’s degree in business and tax law, 2015) and of Grenoble Ecole de Management (master’s degree in finance and management, 2016).
Gaike Dalenoord
Co-head private equity, corporate M&A, NautaDutilh
[email protected]
https://www.linkedin.com/in/gaikedalenoord/
Gaike Dalenoord is one of NautaDutilh’s senior corporate M&A partners and previous managing partner. He has a particular focus on private equity. Gaike has extensive experience in international mergers, acquisitions, capital markets and restructurings acting for private equity firms. Furthermore, Gaike is active in the chemicals sector and hydrogen developments in Europe in particular. An interview in the CSR Report 2022 illustrates the firm’s contribution to the hydrogen mission he stands for. Chambers refers to Gaike as an “eminent practitioner” in the field of private equity with “an extensive network and impressive roster of clients, having forged a respected name within the private equity market”. The Legal 500 calls him “very smart, proactive, solutions-driven and commercially focused”.
Fernando de las Cuevas
Partner, Gómez-Acebo & Pombo
[email protected]
https://www.linkedin.com/in/fernando-de-las-cuevas-0206055/
Fernando de las Cuevas is a senior partner in the corporate M&A department of Gómez-Acebo & Pombo abogados based in Madrid, with decades of experience in private and public M&A and private equity transactions in various sectors, with a particular focus on the financial, pharmaceutical, food and energy industries. He is also the head of the French desk at the firm, dealing with inbound investments from French-speaking countries (France, Belgium and Switzerland). His working languages are Spanish, English and French.
Alex Edmondson
Partner, Macfarlanes LLP
[email protected]
https://www.linkedin.com/in/alex-edmondson-4789aa150/
Alex Edmondson is head of Macfarlanes’s private equity practice and specialises in advising private equity clients on buyouts, management incentivisation and sales processes. He also has extensive experience of advising on asset manager M&A, private company M&A and general advisory matters.
Alex has sector expertise in several areas, including in particular the technology sector and co-heads the firm’s cross-departmental technology practice group, advising companies, founders and investors. Alex is recognised as a leading individual in the private equity market by both Chambers and Partners and The Legal 500 directories.
Kirsty Emery
Senior associate, Travers Smith LLP
[email protected]
https://www.linkedin.com/in/kirsty-emery-5291747b/
Kirsty Emery is a senior associate in the finance group specialising in advising on high-profile, complex debt restructurings and insolvencies. Kirsty provides restructuring and insolvency advice to the full spectrum of stakeholders, including private equity sponsors, corporates and their boards, insolvency practitioners, turnaround professionals, distressed investors and other creditors. Kirsty is an active member of TMA, INSOL and R3.
Florence Haas
Partner, Bredin Prat
[email protected]
https://www.linkedin.com/in/florence-haas-368b936b/
Florence Haas, partner at Bredin Prat, is a member of the corporate team. She specialises in M&A and private equity, assisting French and international corporate clients in connection with market consolidation transactions, public takeovers and leveraged buyouts. She was admitted to the Paris Bar in 2005 and is a graduate of the University of Paris II Panthéon-Assas (Magistère de juriste d’affaires/DESS/DJCE in business law, 2003).
Chris Hale
Senior consultant, Travers Smith LLP
[email protected]
https://www.linkedin.com/in/chris-hale-a0332316/
Chris Hale is a senior consultant at Travers Smith. He was the firm’s senior partner and the founding partner of its private equity transactional practice. For 30 years he has specialised in UK and international buyout work, acting for both institutional investors and management teams on investments and divestments, as well as private equity-backed companies on M&A and other corporate matters. He is rated in the various legal directories, such as Chambers Global and The Legal 500, as among the world’s leading lawyers in private equity. He lectures regularly to master’s classes on private equity and corporate law at leading English universities.
Kirstie Hutchinson
Partner, Macfarlanes LLP
[email protected]
https://www.linkedin.com/in/kirstie-hutchinson-280a5a85/
Kirstie Hutchinson acts for private equity sponsors and portfolio companies, corporate borrowers and issuers, credit fund and bank lenders, special situations investors and speciality finance providers on a range of financing transactions, including investment grade, hybrid and leveraged financings and acquisition financings, dividend recapitalisations and capital restructurings. She has extensive domestic, European and global cross-border experience. Kirstie is a member of the Banking Law Committee of the International Bar Association and of the British-German Jurists Association. She is ranked by Chambers & Partners in Band 1 for Banking and Finance: Mid-Market; by The Legal 500 2022 as a “Leading Individual” for both Acquisition Finance and Bank Lending: Investment Grade Debt and Syndicated Loans; and was named in The Lawyer magazine’s “Hot 100 2021” as “one of the City’s go-to banking and finance lawyers for private equity sponsors, corporate borrowers and credit funds”.
Sam Kay
Partner, Dechert LLP
[email protected]
https://www.linkedin.com/in/sam-kay-25183433/
Sam Kay is a partner in Dechert’s financial services group, advising on a wide range of investment funds matters. With a career spanning over 25 years, he has a particular focus on fund formation, representing private funds and asset managers throughout the private equity, private debt/credit, infrastructure and real estate industries. Sam advises GPs on complex transactions such as continuation funds, tender offers and strip sales and has deep experience advising clients on matters of strategic significance such as GP-stake sales, internal restructurings for succession planning, management spin-outs and complex carried interest arrangements.
In addition to GP-focused work, Sam advises institutional investors, fund-of-funds and asset allocators in connection with their participation in funds, as well as LP-led secondary activity from single assets to large portfolio sales. He is recognised by Chambers UK and Europe, and The Legal 500 UK for private equity investment funds.
Ian Keefe
Partner, Travers Smith LLP
[email protected]
https://www.linkedin.com/in/ian-keefe-6205721a/
Ian Keefe is a corporate partner, specialising in pan-European and international private equity and M&A transactions. His clients include corporates, institutional investors, alternative asset managers, senior management teams, founders and portfolio companies. Ian advises on a full range of transactions including leveraged buyouts, consortium deals, bolt-on acquisitions, carve-outs, co-investments, minority deals, recapitalisations, divestments, distressed M&A, public-to-privates, joint ventures, reorganisations and restructurings together with advising on general corporate matters.
Nicolas Laurent
Partner, Bredin Prat
[email protected]
https://www.linkedin.com/in/nicolas-laurent-8520b122/
Nicolas Laurent, partner at Bredin Prat, co-leads the restructuring and insolvency team. He is active in both pre-insolvency matters (eg, financial restructurings and carve-outs) and bankruptcy proceedings. Prior to joining Bredin Prat, he was with US law firm Coudert Brothers LLP in Paris and Beijing. He was admitted to the Paris Bar in 1998 and is a graduate of the University of Paris I Panthéon-Sorbonne (DEA in business law and economic law). He gives lectures in insolvency law at Paris I each year and is a member of the French Association for Business Turnaround.
Donald Lowe
Partner, Travers Smith LLP
[email protected]
https://www.linkedin.com/in/donald-lowe/
Donald Lowe is a partner in the finance team at Travers Smith, specialising in acquisition finance. He is a highly experienced practitioner specialising in transaction financing work, with a particular focus on advising the firm’s key private equity houses and other financial sponsors (including their portfolio companies) on both cross-border and domestic leveraged finance acquisitions and refinancings. Donald also advises major listed and non-listed corporate borrowers on new debt facilities to support acquisitions, refinancing of existing debt facilities and other corporate facilities.
Jamie Macpherson
Senior Counsel, Macfarlanes LLP
[email protected]
https://www.linkedin.com/in/jamie-macpherson-2a1158a/
Jamie Macpherson is a technical expert, providing counsel on complex transactions and advising clients across Macfarlanes’ acquisition and leveraged finance practice on legal and market developments. His expertise in relation to the transition from LIBOR (and wider interest rate benchmark reform) and sustainable finance (especially green and sustainability-linked loans) is particularly to the fore and valued by colleagues and clients contending with these complex but crucial developments for financial markets.
Jamie has advised corporates and funds, borrowers and lenders, in connection with a wide range of commercial transactions, including mergers and acquisitions, project, real estate and other specialist and structured financings, general banking and the trading of commodities and other derivatives.
Amy Mahon
Partner, Simpson Thacher & Bartlett LLP
[email protected]
https://www.linkedin.com/in/amy-mahon-b8b66b2a/
Amy Mahon is a partner in Simpson Thacher & Bartlett LLP’s London office.
She advises a range of clients, including private equity firms, on complex domestic and crossborder private equity transactions, including M&A, leveraged buyouts, private equity, infrastructure and consortium transactions. She has represented financial sponsors through all stages of the investment cycle across a range of sectors, including highly regulated transactions. Amy is a member of the British Private Equity and Venture Capital Association Council. She is recognised as a leading practitioner by Chambers UK for both private equity and infrastructure, where clients describe her as “a very effective operator”.
Jean-Florent Mandelbaum
Partner, Bredin Prat
[email protected]
https://www.linkedin.com/in/jean-florent-mandelbaum-343043a8/
Jean-Florent Mandelbaum, partner at Bredin Prat, is a member of the tax team. He advises companies on the tax aspects of transactions and reorganisations (mergers and acquisitions, private equity and restructuring), and also advises companies in the context of tax audits and tax litigation. He also advises private clients on their personal tax situations.
He has published numerous articles on various tax matters, including management incentive instruments, tax consolidation and international tax law, and teaches at HEC Business School. Admitted to the Paris Bar (2009), Jean-Florent is a graduate of HEC Business School (2007), the University of Paris I Panthéon-Sorbonne (Maîtrise in business law, 2007), and the University Paris II Panthéon-Assas (master’s degree in international taxation, 2007; master’s degree in general private law, 2008).
Caroline Notté
Partner, corporate M&A, NautaDutilh
[email protected]
https://www.linkedin.com/in/carolinenott%C3%A9/
Caroline Notté is a partner at NautaDutilh and a member of the corporate team in Luxembourg.
She assists clients with a wide range of complex cross-border M&A transactions, corporate governance, divestitures, leveraged buyouts, financial restructurings, takeovers and listing issues and advises on general corporate and commercial matters.
Caroline has particular expertise in private equity deals, joint ventures and group restructuring. She has in-depth knowledge of and extensive experience implementing management incentive schemes. Her clients include international private equity firms, investment funds and major listed companies. The Legal 500 2023 says “Caroline Notté is outstanding”.
Adam Orr
Partner, Travers Smith LLP
[email protected]
https://www.linkedin.com/in/adam-orr-3b0917b/
Adam Orr is a partner in the private equity and financial sponsors group at Travers Smith. He advises on UK and international private equity transactions and M&A, acting for institutional investors, management teams, founders and corporate clients. He has a particular focus on advising both financial sponsor clients and management teams of equity incentive arrangements, including co-founding a specialist management incentive plan advisory practice in 2014.
Adam is recognised by The Legal 500 as a nextgeneration lawyer, is “highly regarded” by the IFLR 1000, and is a regular speaker at BVCA private equity training courses for institutional executives and at BPP Law School in connection with M&A practice in the City.
Samuel Pariente
Partner, Bredin Prat
[email protected]
https://www.linkedin.com/in/samuel-pariente-a37180/
Samuel Pariente, partner at Bredin Prat, is a member of the financing team. He specialises in banking, acquisition financing (including LBO financing), debt capital markets, private placements and debt restructuring. Prior to joining Bredin Prat in 2007, he was with Debevoise & Plimpton LLP in its New York, London and Paris offices.
He was admitted to the Paris Bar (2007) and the New York Bar (1999), and is a graduate of King’s College London (LLB, 1998), the University of Paris I Panthéon-Sorbonne (Maîtrise in business law, 1998) and Harvard Law School (LLM, 1999).
Danny Peel
Partner, Travers Smith LLP
[email protected]
https://www.linkedin.com/in/dannypeel/
Danny Peel is a partner and head of fund finance at Travers Smith. Danny has been a key player in the fund finance market for nearly 20 years and writes and speaks regularly on the topic. He has a long-established lender side practice where he regularly advises many of the most active lenders in the market on subscription, co-invest, NAV and hybrid facilities across asset classes and strategies. He also advises a range of Europe’s leading asset managers on their fund financing arrangements. Danny is ranked as a leading individual for fund finance in The Legal 500 2024.
Raimondo Premonte
Partner, Gianni & Origoni
[email protected]
https://www.linkedin.com/in/raimondo-premonte-58758013/
Raimondo Premonte is a partner in the M&A department at Gianni & Origoni and a member of the firm’s private equity committee. He assists private equity funds, sponsors and strategic investors in mergers and acquisitions, takeover bids and extraordinary transactions on listed and non-listed companies operating in various sectors, including infrastructures, telecommunications, information technology, pharmaceuticals, fashion and consumer products.
Raimondo joined the firm in 1995 and became a partner in 2005. From 1998 to 2000 he was general counsel of a company listed on the Milan Stock Exchange. From 2000 to 2003 Raimondo was senior associate of the firm, at the New York offices of Linklaters and in the same period he was a sessional lecturer at the New York University Faculty of Law.
He is a member of the Italian Bar and is admitted as a solicitor in England and Wales. Ranked in Chambers and The Legal 500 in private equity and corporate M&A, he has followed transactions for a value of more than $23 billion (source: mergermarket).
Philippe Remels
Partner, corporate M&A, NautaDutilh
[email protected]
https://www.linkedin.com/in/philippe-remels-0196ab1/
Philippe Remels has extensive experience in cross-border public and private M&A, private equity transactions, corporate restructurings, takeover bids, equity offerings, joint ventures and general corporate matters. He advises on a wide range of matters for both domestic and international clients, primarily in the life sciences, healthcare, energy and insurance sectors. He co-heads the life sciences sector team in Brussels.
The Legal 500 2023 says that “the core team included Philippe Remels and Christophe Wathion, who were both highly committed to the deal, sharp and at the same time [had] a good sense of what was needed to make the deal work”.
Donato Romano
Partner, Gianni & Origoni
[email protected]
https://www.linkedin.com/in/donato-romano-591591b/
Donato Romano specialises in M&A, corporate and commercial law, and provides legal assistance primarily in connection with acquisition transactions, including transfers of stock and businesses, drafting and negotiating of joint ventures agreements, shareholders’ agreements and commercial agreements.
He graduated in law with final grade 110/110, maxima cum laude, from the University of Rome La Sapienza in 2004. He obtained the Doctor of Law degree from the same university, with final grade 110/110, maxima cum laude, in 2006. He obtained an LLM – with merit – in International Business Law from University College London in 2008, and a PhD in company law at the University Tor Vergata of Rome in 2016; and in 2014 he was an academic visitor at the University of Oxford. He is the author of several legal publications in corporate law and bankruptcy law. He is a member of the Rome Bar Association in Italy and is admitted to practise before the Italian Supreme Court (Corte di Cassazione); he is also a solicitor in England and Wales. He speaks Italian, English and French.
Georg Christoph Schneider
Partner, Noerr Partnerschaftsgesellschaft mbB
[email protected]
https://www.linkedin.com/in/georg-schneider-a8b796100/
Georg Christoph Schneider is a partner at continental European law firm Noerr. He co-heads the firm’s private equity group. Georg focuses on advising German and foreign clients in connection with private equity investments, the legal and tax structuring of private equity funds, management compensation schemes and M&A transactions. He also has particular experience in handling shareholder disputes in and out of court and looks after considerable private assets. He joined Noerr in 1996 and became a partner in 2002, having spent 2000 in London working on leveraged buyout transactions and fund formation.
Georg is ranked for private equity in, for example, Best Lawyers, Chambers Europe and as Leading Lawyer by The Legal 500 and JUVE. Selected quotes include: “He is very creative and innovative, he is not just a lawyer but a deal adviser” and “He is very understanding and calm in difficult situations”.
Simon Skinner
Partner, Travers Smith LLP
[email protected]
https://www.linkedin.com/in/simon-skinner-70127922/
Simon Skinner is a partner in the tax department at Travers Smith. He specialises in corporate and individual taxation, advising listed companies, institutional investors, founders and management teams. Simon is particularly actively involved in the private equity sector in which he advises on a wide range of matters, including public and private M&A, restructurings and reorganisations, domestic and international tax advisory projects, disputes, public-to-privates, demergers, initial public offerings and joint ventures. Simon is a member of the Law Society’s Tax Law Committee and chairs the Corporation Tax Sub-Committee. Simon is ranked by Chambers UK, The Legal 500 and the International Who’s Who of Corporate Tax Advisors. From The Legal 500 2023: “Simon is an exceptional adviser. I have used him while working for multiple firms. His advice is detailed, accurate and timely. He seeks to advise as if he is representing your firm personally, rather than seeking to stand off away from the project.” From Chambers 2024: “Simon is a deep technical thinker and high-quality tax adviser”; “Simon provides comprehensive tax advice and support on transactions”; and “He has a great mind for technical information but is also an individual who is very commercial and great to work with”.
Edward Smith
Partner, Travers Smith LLP
[email protected]
https://www.linkedin.com/in/edward-smith-27724a138/
Edward Smith is a partner and head of restructuring and insolvency at Travers Smith. His practice focuses on complex restructurings, refinancings and insolvencies, as well as distressed M&A. He advises stakeholders throughout the capital structure, in particular private equity sponsors, debt investors, corporates and their boards, pension schemes and insolvency practitioners. Edward has significant expertise in the retail and leisure sectors, having acted on the restructurings of a range of well-known retail brands. This expertise allowed the team to react immediately to the recent high-profile retail casualties on the British high street and to secure mandates on a number of company voluntary agreements and other turnarounds. Edward is an active member of R3, INSOL, TMA and the ILA, which are associations for insolvency, restructuring, advisory and turnaround professionals.
Laura Smith
Partner, Travers Smith LLP
[email protected]
https://www.linkedin.com/in/laura-smith-257534126/
Laura Smith is a partner in the finance group at Travers Smith with a focus on fund finance. In the fund finance space, Laura advises some of the most active fund finance providers and sponsors on the full range of products available in the market, including subscription, hybrid and NAV facilities as well as GP support/co-invest facilities.
McKenzie Southworth
Associate, Latham & Watkins
[email protected]
https://www.linkedin.com/in/mckenziesouthworth/
McKenzie Southworth is an associate in the New York office of Latham & Watkins focused on mergers and acquisitions. After earning her JD from the University of Michigan Law School, McKenzie served as a law clerk for the Honorable Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery for the 2020–21 term.
Huw Thomas
Partner, Latham & Watkins
[email protected]
https://www.linkedin.com/in/huw-thomas-3b2235a/
Huw Thomas is a partner in the London office of Latham & Watkins and co-chair of the London corporate department. He has more than a decade of experience advising on UK and international private equity and M&A transactions, joint ventures and restructurings. He has previously spent time on secondment to BP and Deutsche Bank and regularly contributes to leading industry publications, including to previous editions of this book, Global Investment Funds: A Practical Guide to Structuring, Raising and Managing Funds and Carveout M&A Transactions: A Practical Guide, published by Globe Law and Business.
David J Walker
Partner, Latham & Watkins
[email protected]
https://www.linkedin.com/in/david-walker-b164a691/
David J Walker is a partner in the London office of Latham & Watkins, and has been global vicechair of the corporate practice and global co-chair of the private equity practice. He has more than 30 years’ experience acting on all forms of private equity transactions, from venture and development capital to large UK and international leveraged buyouts, infrastructure investments, equity raisings and divestments. He has contributed chapters to previous editions of this book and has been the editor of Private Equity Exits: A Practical Analysis (Globe Law and Business).
Simon Witney
Senior consultant, Travers Smith LLP; Senior fellow, Law Department, London School of Economics and Political Science
[email protected]
https://www.linkedin.com/in/simon-witney-93b7a516/
Simon Witney is a senior consultant at Travers Smith and a senior fellow in the Law Department at the London School of Economics and Political Science (LSE). Simon works with private markets clients on a wide range of legal and regulatory matters, including EU and UK sustainable finance regulation and corporate governance. He also teaches courses on sustainable finance and on private equity and venture capital law at the LSE, having completed a PhD there in 2017. Simon has been a member of the BVCA Council, was chair of the BVCA’s Legal and Accounting Committee between 2010 and 2016, and has also chaired Invest Europe’s Tax, Legal and Regulatory Committee.
Simon’s book, Corporate Governance and Responsible Investment in Private Equity, was published by Cambridge University Press in 2021.