Corporate

In today's competitive global markets, Withers' corporate clients need carefully crafted, bespoke legal advice.

Our global corporate team has the depth and diversity of knowledge to advise on issues that arise over the entire life cycle of a company, from securing investment, to structuring executive pay, to completing mergers and acquisitions.

We excel at working with corporate clients both large and small, new and long-established and domestic and international. With our extensive experience in private capital as well as advising on the personal and corporate issues, we can also find solutions to thorny regulatory problems and advise on day-to-day operations. In 2016, we were involved on projects worth more than US$5 billion across industries such as hotels and hospitality, pharmaceuticals, luxury products and banking and finance.

Public and private companies

Our global corporate team combines several complementary areas of high-level experience, having represented hundreds of private companies and over 100 public companies. US partner David Guin has written dozens of articles and book chapters about family businesses and investments. In 2015 the US corporate practice was further strengthened with the arrival of Ridgway Barker and his team, whose broad breadth and depth of experience, across a wide range of sectors, has greatly enhanced the firm’s appeal.

In Asia, partner Anthony Indaimo brings years of experience as a trusted advisor to luxury brand owners and world-class athletes, and was named among the best corporate lawyers in the Spear’s 500 guide. Mabel Lui, based in our Hong Kong office, is one of most respected corporate lawyers in the region, having advised the foreign investor in the first Sino-foreign joint venture in China in 1979, as well as advised one of the first H share issues by a Chinese corporation with dual listing on the Hong Kong and New York Stock Exchanges in 1993. These lawyers and many more pool their experience to find the best solution for each and every client.

Whether we’re helping a Japanese bank to invest in a San Francisco cryptocurrency startup, or advising an Indian education entrepreneur in the acquisition of a stand-alone international school in Singapore, we put our worldwide knowledge to work for our clients.

Private capital

Advising successful people around the world means we understand the unique legal issues surrounding private capital. This can range from investment, structuring and control of cross-border investments to the corporate and personal tax issues created. As a full-service firm, we are able to call on leading colleagues from other areas of law such as corporate tax, litigation, real estate, immigration and wealth management to handle all your corporate needs under one roof.

For further help or information

Get in touch

US Corporate Law News: OCIE issues cybersecurity risk alert for financial firms


Read More

Recognition

2014 Acquisition International M&A Tax Team of the Year - USA

Leading firm for intellectual property, real estate and TMT in Singapore (2015-2017)

Clients

‘‘

Withers has worked closely with various functions within the committee and alongside the legal team to ensure all legal requirements for the first European games have been met in a timely and efficient manner.

Baku 2015 European Games Operations Committee
‘‘

As one of the largest charities in the UK, we have complex and varied needs for legal advice. The scale and experience of the Withers’ team means that they understand the culture of our organisation and their approach is ethical, commercial and pragmatic, with impressive service delivery.

Cancer Research UK
‘‘

We have dealt with Anpa and his team in Singapore for a number of years and their advice and service delivery has always been first class.

Charlie Neo, Manager - EQ Insurance
‘‘

We have always valued the excellent level of service that the team has provided. The efficient way they handle a number of our more complex insurance claims is indeed commendable.

Alex Salikin - First Insurance
‘‘

Our long established relationship between LNPB and Withers, especially through Luca Ferrari’s knowledge, has been a decisive factor in LNPB’s birth and growth.

Paolo Bedin, Direttore Generale - Lega Nazionale Professionisti Serie B (Italian Football League Serie B)
‘‘

Football management is a high pressure job. Luca and his team help by taking care of all the legal aspects, leaving me to concentrate on what I do best.

Jurgen Klopp, Liverpool Football Club Manager
‘‘

I have always found their style and approach to be thoughtful, insightful, effective and efficient with the experience to provide the highest level of legal service allowing us to make informed decisions.

J L McCarrey III, Senior Vice President - McKinley Capital
‘‘

As my long standing global legal counsel, Withers are a fundamental part of my team. Their advice has been far-ranging in many instances across the spectrum of my tennis and commercial interests.

Novak Djokovic
‘‘

They have been instrumental in protecting our business interests and their professionalism, availability and attention to detail, as well as the quality of response, have always impressed us.

Renault Sport
‘‘

Withers has given us expert guidance on a wide range of issues, and always looks to the bigger picture of our work when formulating their advice. The firm’s lawyers are consistently helpful and responsive when dealing with us.

Julie Maxton, Executive Director - Royal Society

Meet the team

View All

How the corporate team can help

Track record

DieselReboot by Diesel

Withers is proud to have represented global Italian retailer Diesel during the launch of their reinventive new brand DieselReboot. During the launch, Withers worked alongside Diesel's newly appointed artistic director Nicola Formichetti and advised on the brand's new aims to 'rediscover and reactive the DNA of Diesel'.

Max Mara - Jennifer Garner campaign

Italian fashion house Max Mara has a long history of designing luxury couture clothing and has a strong reputation as one of the world's top fashion brands. When their latest campaign involved offering American screen actress Jennifer Garner the opportunity to be the face of their new sunglasses range, Withers was there to assist and provide advice for the agreement.

Renault Group & Gravity Motorsports S.a.r.l.

Renault Group is a French automobile manufacturer with long history in motorsport. When Renault was interested in the purchase of a controlling stake in Lotus F1 Team Ltd, Renault Group and Gravity Motorsports S.a.r.l. came to Withers for advice on the acquisition.

A computer component manufacturer

A leading global computer component manufacturer with operations around the world, including the US, Singapore and China contacted Withers when it needed to carry out a major worldwide restructuring. Our team has lawyers across many jurisdictions and was glad to advise on issues of anti-expatriation, earnings stripping and transfer pricing.

Software entrepreneurs

When the founders of a highly successful software company decided to sell the business to one of the world's largest equity houses, Withers was on hand to make sure the deal ran smoothly. We devised a tax-efficient exit for the founders and reduced their exposure to any future disputes, should they arise. Since the deal was completed, the founders have also come to us when they wanted to reinvest the sale proceeds into new ventures.

A financial services company

Withers was called in when the partners of a large financial services company needed to review its structure and convert to a limited liability partnership. Our team undertook a detailed review of the business and its assets. We then advised on a fresh strategy, taking into account the personal tax profiles of the partners, relevant regulatory issues and risk management. We also helped with succession planning and the company's future goals.

A UK investment manager

A major UK investment manager turned to Withers when it needed to put in place the most tax-efficient strategy for its UK principals. We were happy to devise a strategy based on our in-depth knowledge in this area.

A leading Italian company

We acted for a leading manufacturer of explosives and specialty chemicals in a long-running dispute over the design rights to multiple warhead systems. In an unusual case, the court had to assess the impact of the alleged infringers’ mental capacity when deciding whether their alleged acts amounted to infringement under the law.

Europa Investimenti

Europa Investimenti and its subsidiary Cose Belle d'Italia have a long-standing track record of success in investment and financial transaction facilitation. When Europa Investimenti embarked on an acquisition of the controlling share in luxury yacht manufacturer Apreamare, Withers offered facilitation and advice for the purchase.

A Singaporean company

Our global reach is particularly helpful to us when acting for clients with international interests, as when we helped a Singapore-based client to enforce its intellectual property rights in the Netherlands. Our client had been subject to false allegations by its Dutch counterpart of IP infringement, which we were able to refute.

OMV Petrom

Our civil fraud team acted for the largest oil and gas company in Central and Eastern Europe, winning a $40 million settlement after a London court agreed that our client had been fraudulently sold a lower grade of crude oil than it believed it was purchasing from the commodities trader Glencore.

An Azerbaijani-owned company

Increasingly, we are called upon to represent corporate clients in international arbitration. For example we acted at the London Court of International Arbitration (LCIA) on behalf of a subsidiary of an Azerbaijani company that was in dispute with a conglomerate of Israeli companies over a joint venture agreement. The case related to a license to drill oil just off the coast of Israel.

A Russian holding company

We acted on behalf of the holding company and shareholders behind one of the largest conglomerates of heavy industrial companies in Russia. The company was in dispute with a bank over the basis of a loan the bank had given it. The complex legal proceedings included an LCIA arbitration in London, anti-suit injunctions and injunctions in the Netherlands.

A luxury yacht builder

An Italian luxury yacht builder consulted Withers when it found itself in dispute with a Maltese client over a shipbuilding agreement. This was essentially a contractual dispute involving delay, construction in accordance with strict shipbuilding specifications and a claim for liquidated damages.

Chief financial Officer of software firm

We represented the chief financial officer of a software company in connection with an SEC investigation. The commission was alleging that there had been accounting improprieties on our client’s watch, but we were able to obtain a favorable resolution of all charges.

A New York financial services company

At Withers we like a challenge, so it is always pleasing to be presented with complex cases such as a reverse triangular merger on which we were instructed by a client that held extensive real estate in New York City and Long Island. Our client wished to transfer stock in the merger, and requested advice on shareholder liability as well as the state and city real estate taxes.

The CEO of a globally recognized jewelry brand

This well-known, publicly held brand has more than 1,200 retail outlets throughout the US. We negotiated a new package (valued in excess of $2 million annually) on behalf of the incoming chief executive.

A tobacco company CEO

Our senior executive team negotiated a favorable severance package for the outgoing CFO of this major global brand, ensuring that the payout was made tax efficiently and that other terms were met.

Successful financial services senior executive

Withers was called on to act for a well-known managing partner of an international investment firm when his reputation was under threat. Our robust approach to reputation management prevented the filing of false statements in a form U-5 (Uniform Termination Notice for Securities Industry Registration) that would have had a detrimental effect on his future career and earnings.

A European investment advisor

A European-based investment advisor approached Withers for advice on structuring its worldwide operations and other issues in the US. Because of our in-depth of knowledge of international markets, we were able to help with US withholding obligations as well as reporting obligations for US customers and accounts.

Thor Equities and Invesco

Via della Spiga 26 is a beautiful building in the 'golden triangle' of Milan, housing Dolce & Gabbana's flagship store as well as the offices of Tiffany & Co. We helped Thor Equities and Invesco to acquire the site, negotiating with a family who had held the property for generations and were initially locked in dispute between themselves. Our clients and the vendors were grateful for our help in brokering what had seemed an impossible deal.

A new global members' club

We are currently helping a new entity that is establishing a worldwide private members' club to include up to 65 five-star properties worldwide. We began by assisting on the debt financing with a bulge bracket lender. With locations expected to include Scotland, England, New Zealand, the US and the Caribbean, there are also numerous property deals in the works and we are negotiating management contracts to run the clubs.

Renault Group's acquisition of Lotus F1

Our London, Milan, Hong Kong and Singapore teams assisted Renault Group on the acquisition of Lotus F1 and its €1.5 billion investment in motorsport and technology. Renault extricated itself from engine supply agreements with F1 teams Red Bull and Toro Rosso, before embarking on the Lotus deal. The process took over nine months and involved staving off Lotus's multiple creditors, who were intent on putting the group into administration thereby saving Lotus's 512 skilled workforce from redundancy. Our corporate and insolvency teams achieved the unprecedented feat of adjourning four consecutive winding up petitions in court over the course of six months. This process added intense pressure to the deal, which was already complicated by the multi-party negotiations involving Mr Bernie Ecclestone, CVC, FIA, principal sponsors of Lotus, incoming and outgoing drivers of Lotus F1 as well as the outgoing minority shareholder of Lotus F1.

Swiss-based family office in a corporate control contest

We represented a Swiss-based family office in a corporate control contest involving a California-based US$500 million private company in the coatings business. The company has an independent Board of Directors and is owned by three significant minority owners and widely dispersed current and former employees. Our work involved M&A, corporate governance, finance, complex contracts, tax and offensive corporate litigation. We drew on our New Haven, Greenwich and Los Angeles lawyers and implemented a partial contingent billing arrangement.

California–based recreational vehicle company

Our US corporate, corporate tax and wealth planning groups worked to close this deal, which included a purchase price allocation for personal goodwill and post-closing installment payments under promissory notes, secured by underlying shares subject to a voting agreement. The deal pay-out also included employment arrangements, insurance-related payments and a potential dividend payment.

Public junior gold mining company in a transformational recapitalization

Acted for a public junior gold mining company in a transformational recapitalization (forcing the conversion of preferred stock and amending the terms of a joint venture to reduce the company's remaining obligations) that created a significantly more efficient capital structure and improved the company's liquidity.

Strategic acquisition for high frequency trader

Advised on a acquisition of an international high frequency trading and ultra-high frequency trading business. The deal involved various assets located in the US, Europe, Japan, Korea, and Singapore.

Japanese electronics company in acquisition of intellectual property estate

Advised a leading Japanese electronics company in acquisition of the worldwide intellectual property estate of a distressed multinational company that had acted as a major component supplier in the past.

Sale of a majority stake in a French joint venture

We represented a US based graphite material science company in the sale of its majority stake in a French joint venture to the minority partner.

Licensing of a new pharmaceutical drug product

Acted for an international pharmaceutical company in an evaluation project for the licensing of a new drug product as well as intellectual property litigation matters.

Semiconductor corporate restructure

Advised a semiconductor manufacturer on the restructuring of its corporate structure, which included a settlement with an earlier founder and the former president of a key subsidiary.

Newlat acquisition of Kraft Heinz’s production plant

The Newlat Group is one of the top ten players in the Italian food sector, with a turnover exceeding US$355 million. Its business is focused on milk and wheat-based products, with an existing base of 11 production plants. We advised Newlat on the acquisition of Kraft Heinz’s Italian infant food and nutraceuticals production plant. The Parma plant owned by US food giant Kraft Heinz, produces the well-known Plasmon biscuits as well as pasta, liquid milk, dry milk and cereals, among other products. The deal included an arrangement for Newlat to manufacture infant milks and nutrition products including Kraft Heinz owned products.

Astelit, Ukrainian telecommunications

Counsel to Astelit, a Ukrainian telecommunications company, controlled by Turkish GSM operator Turkcell, on a US$540 million financing - the then largest private financing in Ukraine - to expand its mobile network.

Reorganization of a leading Californian pharmaceutical company

Advised, as lead investor counsel, in a reorganization, US$1 million bridge loan, and US$7 million strategic investment by a leading pharmaceutical company in a biotech/medical company based in California.

Biotech/healthcare merger and acquisition

Advised in the acquisition of and merger into a biotech/healthcare company based in North Carolina.

Acquisition of the U.S. subsidiary of a U.K. pharmaceutical company

Advised an Italian company in its acquisition of the U.S. subsidiary of a U.K. company in the pharmaceutical industry.

Major Brazilian real estate investor

Assisted a major Brazilian real estate investor to immigrate to the US, start a new business, acquire US real estate and reorganize his Brazilian and offshore investments. This involved obtaining a new passport and visas, international tax and corporate structuring, real estate advice and business planning.

AAM Advisory

We advised founding members and current shareholders on the sale of AAM Advisory to Old Mutual Wealth. AAM is the largest expatriate advisory firm in Singapore with over 30 advisers and 3,500 clients offering financial planning and fund management advice.

The purchase of issued ordinary capital of SMRT Corporation Ltd

Withers acted for a subsidiary of Temasek Holdings in relation to its offer to purchase all of the issued ordinary capital of SMRT Corporation Ltd not held by Temasek Holdings, which resulted in a delisting of SMRT Corporation Ltd. The transaction was complex as it was initiated and launched in a very short period of time following an announcement of a corporate restructuring of the target and was conducted by way of a scheme of arrangement which is a court-sanctioned process. We advised the client in its entirety, including the structuring of the transaction, the terms of the acquisition, liaising and dealing with the Singapore Exchange, the Securities Industry Council, coordination on the court process, and the delisting.

General offer for Eu Yan Sang International Ltd

Withers acted for the client, as a member of a consortium, in making a general offer for Eu Yan Sang International Ltd., a then-Main Board listed company. The transaction was complex as it involved many different parties and the transaction was effected as part of a consortium. We advised the client on the structuring of the transaction, the consortium agreement, and worked with the offeror counsel on the terms of the acquisition.

Acquisition of a majority stake in the Hong Kong subsidiary of an independent British brand

We represented a brand consultancy group in the acquisition of a majority stake in the Hong Kong subsidiary of an independent British brand and customer experience design consultancy agency.

Product brands joint venture

We advised a US juvenile products brands in its proposed joint venture with a Hong Kong-listed group.

Disposal of entire issued share capital and assignment of shareholder’s loan to Baldric Investments Limited

We represented a real estate company specializing in residential, hotel/serviced apartments, retail, industrial, and office premium properties in Hong Kong and Shanghai, in relation to the disposal of the entire issued share capital and assignment of shareholder’s loan of Bentley Investments Limited holding a whole block of prestigious building in the southern part of Hong Kong Island known as No. 3 South Bay Close to Baldric Investments Limited, a subsidiary of National Electronics Holdings Limited. This matter is regarded as a major transaction under the Listing Rules of the Hong Kong Stock Exchange and the consideration is around HK$668 million.

British perfume house's expansion in Asia-Pacific

We acted for a famous British perfume house in relation to its expansion in Asia-Pacific, including retail lease agreements in Hong Kong, Macau, and Taiwan; commercial matters; and restructuring of the group companies.

Acquisition of a Shenzhen apparel business and joint venture

We advised a PRC-based, Hong Kong-listed fashion group in its acquisition of a Shenzhen apparel business and proposed joint venture with an Italian fashion group.

Acquisition of a Malaysian company for RM120 million

We advised on the acquisition of a Malaysian company with ownership of a well-known major hotel in Malaysia by a BVI registered investment holding company for RM120 million.

Capital raising, shareholders agreements, fund documents and various property investments for Pro-Invest

We advised Pro-Invest on capital raising, shareholders agreements, fund documents, various property investments and its interaction with InterContinental Hotels Group in relation to Pro-invest’s AU$300 million Holiday Inn Express fund in Australia.

Sale of the South Beach Diet brand to MidOcean Partners

We represented the founders of the South Beach Diet in the sale of the South Beach Diet brand to MidOcean Partners, a leading private equity firm.

Acquisition of the minority shareholding in Australian pharmaceutical company

We acted for Lupin in relation to its acquisition of the minority shareholding in a pharmaceutical company in Australia.

Ladbrokes acquisition of bookmaker.com

We acted for Ladbrokes in relation to its acquisition of the bookmaker.com on-line gaming business in Australia.

Start-up project investments in China

We advised a Hong Kong-based high-tech company in its proposed investments in start-up projects in China.

Jiangsu Changjiang Electronics Technology pre-conditional voluntary general offer for STATS ChipPAC

We acted as joint-lead deal counsel for Jiangsu Changjiang Electronics Technology advising on multiple aspects of a US$780 million (SG$1.03 billion) pre-conditional voluntary general offer for STATS ChipPAC (including financing arrangements). This transaction won the Asian Legal Business SE Asia Law Awards 2016 Asset and Corporate Finance Deal of the Year and the Singapore Business Review Business Ranking Awards 2015 Deal of the Year.

China Precision Technology acquisition of MAHK Co. Ltd

We acted for China Precision Technology’s proposed acquisition of MAHK Co. Ltd, a Japanese corporation that is currently undergoing civil rehabilitation proceedings in Tokyo, Japan. Ningbo Sunrise Electronics Co. Ltd (“NB Sunrise”), a wholly-owned subsidiary of China Precision Technology (“China Precision”), entered into a conditional Business Transfer Agreement with MAHK Co. Ltd, to acquire certain of its business and assets. The consideration for the proposed acquisition was ¥900 million (equivalent to approximately SG$13,680,000) and the completion of the acquisition was subject to approval by shareholders of the Company.

US$17 million fund raising for Vietnamese technology start-up fund

Acted for a Vietnamese multi disciplinary technology start-up fund involved in the F&B, fashion, logistics and agricultural businesses in their US$17 million fund raising exercise by the investment arm of Japanese bank via the issuance of redeemable convertible senior notes.

Spanish fund of funds deal

Our Corporate team advised on the sale of co-investments in a substantial US private equity fund to a Spanish fund of funds.

Ukranian company bond issue

Faced with a bond issue on the Channel Island stock exchange, we advised a Ukrainian company on how to proceed and retain their financial position.

Chilean investment in gold producer

A Chilean client engaged us to advise on their investment in the AIM-listed Brazilian gold producer Serabi Gold.

We can also help with

Would you like to hear more from us?

Visit our subscriptions page to tell us a bit more about what you’re interested in so we can send you relevant news.