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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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.
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
State Bank of India in luxury hotel development
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 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
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
Chief financial officer of software firm
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
A tobacco company CEO
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
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
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
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
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
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