Joint ventures and strategic alliances

Choosing to work with a partner in order to expand your business, either geographically or strategically, should be an exciting opportunity, not a project derailed by negotiations over structural changes or tax implications.

That’s where Withers comes in. No matter the specific challenges of a project, we keep the priorities of our clients in mind and work toward solutions that meet their long-term goals. We have the cross-industry knowledge and the global team experience necessary to launch your venture smoothly anywhere in the world.

After taking the time to understand your goals, we can advise on the most advantageous structure and help negotiate joint marketing agreements, joint development licenses and other strategic contractual arrangements.

When London-based Soho House & Co was looking to acquire a Miami restaurant as part of a larger joint venture, we advised them on the significant structural reorganization that accompanied it. We also helped secure a 60% investment from American billionaire Ron Burkle, which put Soho House on the path to open numerous additional clubs and restaurants in locations including London, Istanbul, Barcelona and Malibu.

After more than a century of advising successful individuals, we also know that new corporate adventures can be deeply personal for some business owners. We recently advised Bertazzoni, a sixth-generation, family-owned maker of high-end kitchen products as they searched for a new manufacturing partner. We connected them with another family-run business in Egypt, ensuring that Bertazzoni would be able to maintain the product quality that has allowed it to expand to 60 countries since 1882.

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Recognition

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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.

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.

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.

Jürgen Klopp

Withers has a strong track record in representing high-profile and high-net-worth figures in the world of sport. When leading football manager Jürgen Klopp was approached by Liverpool Football Club to become its manager, we represented him in the negotiations for his move and the extension to his contract.

Newlat

Italian company Newlat specialises in distribution for the agro-food sector, offering a large point of sale network across Italy and further abroad. Withers offered advice to Netlat to assist during their acquisition of a manufacturing plant in Ozzano Taro, Italy from Heinz.

State Bank of India in luxury hotel development

The Old War Office at 57 Whitehall, London is a prestigious and historic building. We were proud to act for State Bank of India in its client Hinduja Group's purchase of the site, which is to be converted into a luxury hotel.

Jigsaw

Jigsaw is a leading name in the UK's retail market, offering high-quality, elegant clothing. John Robinson, the founder, and Robinson Webster (Holdings) Ltd, contacted Withers when a former finance director claimed sexual discrimination, unfair constructive dismissal, pregnancy and maternity discrimination as well as less favorable treatment as a part-time worker. We successfully argued at an employment tribunal that she had been treated fairly and the claims were dismissed.

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.

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.

The founder of an online clothing business

The founder of this highly successful online clothing retail business wanted to sell a large stake to a leading luxury goods conglomerate. As the go-to law firm for fashion entrepreneurs, Withers was brought in to ensure that the value of our client's stake was protected and negotiate a fresh incentive package. We then worked to achieve a tax-efficient strategy for the disposal of part of the founder's interest.

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 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.

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.

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.

A household name UK supermarket

With much of our history focused on acting for successful individuals, families and entrepreneurs, we are not afraid to go up against large financial institutions. In one complex case, we acted against one of the largest UK banks in a dispute relating to a loan for the development of a household name supermarket, and the use of an interest rate swap to ‘hedge’ the loan.

Valse Holdings SA

Switzerland's long-term stability and security has long encouraged investors and high net worth individuals to use Switzerland’s many banks and advisors for their assets. We brought a claim on behalf of a family investment vehicle, managed in Switzerland, that it had been negligently advised by Merrill Lynch Investment Bank.

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 leading financial services company

We advised the partners in relation to a review of the structure of the their business, optimizing succession planning and convert to a limited liability partnership status. We undertook an extensive review of the business and its assets. This included examining the tax profiles of each partner as well as regulatory issues, inherent business risk and setting goals for the future.

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.

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.

Two food entrepreneurs

We used our experience of working with entrepreneurs to help the founders of a food business providing goods to UK high-street retailers as they sold their company. Our lawyers assisted with the commercial aspects of the sale to a private equity firm, handling complex UK remittance tax issues and US tax issues. We were also involved in our clients’ reinvestment in a new holding company.

Renault on the acquisition of Lotus F1

We advised Renualt on its €1.5 billion investment in motorsport and technology. This was a multi-jurisdictional and multi-party project involving Mr Bernie Ecclestone, CVC, FIA, key sponsors of Lotus, incoming and outgoing drivers of Lotus F1 as well as outgoing minority shareholders.

Casa Vincola Zonin and Tramite

We advised Casa Vincola Zonin and Tramite to establish a joint venture company in the US, to import and distribute of Italian wine and food in the North America market. Founded in 1821 by the Zonin family, it is Italy's largest privately owned vineyard and winemaking company with 9 estates in the most important wine producing regions in Italy and consistently produces some of Italy's best wines and sells 25 million bottles annually throughout 69 countries.

Bella Freud

We advised Bella Freud on additional venture capital from The Pembroke Fund for the Bella Freud fashion label and a proposed exclusive distribution agreement with international hotel group ME Hotels for her fragrance and lifestyle brand Bella Freud Parfum. Freud started working for another of the firm's clients, Vivienne Westwood, during the 1980s before setting up her own design company. She is the daughter of artist Lucian Freud and the great granddaughter of the inventor of psychoanalysis, Sigmund Freud.

Soho House joint venture

We advised on the reorganisation of Soho House's casual dining business - brands, Pizza East, Chicken Shop, Dirty Burger - worth about £40 million - into a joint venture in order to facilitate financed roll out of outlets internationally at an ambitious rate.

Newlat

In partnership with Newlat, a leading Italian food producer, we advised 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. 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.

Australian real estate fund in global joint venture

We are advising a listed Australian real estate fund on its global joint venture with a foreign pension fund relating to an investment in Australian infrastructure assets .

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.

Collaborative ventures and public private partnership projects

We advised a number of 'for profit', not-for-profit and government bodies on various collaborative ventures and public private partnership projects, including:<br /> - acting for a facilities management company in tender to provide conferencing and related services to the UK Cabinet Office; <br /> - acting for a joint venture between a care homes operator and a registered social landlord in its successful bid to take over the operation of a portfolio of care homes previously owned and managed by a local UK authority. (this involved advising on the financing of the bid); <br /> - acting for a consortium of general practitioners to establish a partnership to provide 'out of hours' and other GP services to a number of UK NHS Primary Care Trusts; <br /> - acting for a number of bidders 'spinning out' of an existing NHS body where the NHS body became a commissioner of services and our client the service provider; <br /> - acting on a consortium bid for 15 charities to run international humanitarian projects funded by the Department for International Development;<br /> - acting on various UK schools projects - in particular the establishment of Academies to take over the operation of failing schools and negotiating the development arrangements under the Building Schools for the Future Programme which often involve the re-negotiation of existing PFI arrangements.

Establishment of an aerospace joint venture

We advised an Asian finance house on its affiliate's entry into a satellite services supply contract, and on the establishment of an aerospace joint venture.

EPC contract advice to retro-fit coal fired power stations with 'green' technology

We advised an American specialist engineering contractor on EPC contracts to retro-fit existing coal fired power stations with 'green' technology. These contracts were based on various FIDIC, NEC3 and bespoke terms. We also offered additional advice on joint venture arrangements with other specialist contractors.

Product brands joint venture

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

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.

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