Kaye Scholer

Our London-based lawyers have been recognised by major publications, such as Legal 500 and Chambers, in the areas of structuring and formation of investment funds, project finance, structured finance, private equity transactions, mergers and acquisitions, joint ventures, IPOs, financial services regulation and related practices.

Our multi-disciplinary practices provide comprehensive services to our clients. By capitalising on the firm's global capabilities, we provide efficient and cost-effective solutions to cross-border issues.

Our Approach

We realise that the success of any transaction or project is understanding the client's objectives and establishing a working relationship consistent with the client's goals. Our approach to every matter ensures that it is correctly resourced and that our service delivery matches our clients' needs and expectations.

Our goal is to maximise our clients' business opportunities and solve challenging problems. Our collaborative approach enables us to provide innovative and practical solutions to our clients' legal and business needs.

We prioritise effective transaction management and communication, both externally and within the team, and when the need arises, co-ordinate international advice across the firm.

Our Practice Areas

Mergers and Acquisitions
Our lawyers represent buyers and sellers, both public and private, in the negotiation of mergers, stock and asset acquisitions, leveraged buyouts, tender offers and other transactions involving changes in corporate control, and special committees of boards of directors in going private transactions.

• Asset/Share Acquisitions and Disposals
  Advising on and negotiating acquisitions and disposals of private companies and businesses for corporate clients, including project management and delivery of cross-border transactions.
  
  
• Acquisition Finance
  Advising on and negotiating loan agreements and financial facilities used to finance business and corporate acquisitions.
  
  
• Public Company Takeover/Tender Offers
  Advising bidders, target companies and financial intermediaries in relation to takeover offers subject to the Takeover Code, including advice as to the terms and conditions to be attached to an offer, the certain funds period requirement for leveraged offers, and the timetable and related information requirements under the Takeover Code.

Investment Funds
Our Investment Funds Group helps structure and document a variety of pooled investment vehicles. We advise on structuring matters for UK, US and European funds and their advisers.

• Private Equity Funds
  Representing sponsors, managers and investors in structuring and negotiating participations in private equity funds, funds of funds, venture capital funds, distressed asset funds, leveraged buyout funds and real estate funds.
  
  
• Hedge Funds
  Advising clients in all aspects of the structuring, offering and ongoing operations of hedge funds, funds of hedge funds and related products, as well as in the structuring and negotiation of derivatives documents.
  
  
• Ownership and Compensation Arrangements
  Structuring investment management and advisory firms and advising them in the day to day operation of their businesses.
  
  
• Operations and Compliance
  Creating compliance programs, reviewing existing procedures and assisting clients in examinations and inquiries by securities and financial regulators.

Private Equity and Venture Capital Transactions
The Private Equity and Venture Capital practice represents, on an international level, private equity funds, private equity divisions of financial institutions, venture capital investors and portfolio companies.

• Investment and Divestment
  Advising private equity and venture capital funds as to the structure and manner of investment in and acquisition of companies and businesses, as well as the eventual exit by private equity and venture capital funds from portfolio companies whether by way of sale or other means.
  
  
• Management Team Advice
  Advising management teams in buyout and buy-in situations on board structure, management share rights and service arrangements, including compensation.
  
  
• Debt Structuring
  Advising on and negotiating various layers of senior and subordinated debt, secured and unsecured bank financing.

Joint Ventures/Outsourcing
Our lawyers represent clients on international joint ventures in diverse industry sectors, including entertainment, consumer products, telecommunications, airline catering, petroleum distribution, and minerals and mining, and with respect to international infrastructure projects.

• Form of Joint Venture
  Advising as to the most appropriate structure to meet the client's objectives.
  
  
• Employment
  Advising as to possible employment transfer issues on both formation and termination of the joint venture.
  
  
• Financing/Funding
  Advising as to possible funding options and security for debt finance and guarantee obligations.
  
  
• Outsourcing
  Advising as to employment, intellectual property, IT and data protection issues, and contractual arrangements.

IPO/Equity Markets
Our diversified securities transactions practice represents issuers, underwriters, placement agents and purchasers in public offerings and private placements of debt and equity securities.

• IPOs
  Advising on placements and public offers of securities by companies seeking admission to the UK public stock markets.
  
  
• Secondary Issues
  Advising on placements and offers of securities by existing quoted companies, to help fund growth and expansion, whether organically or by acquisition.
  
  
• Securities Law Compliance
  Advising as to the requirements in the UK of the Listing Rules, AIM Rules for Companies and relevant provisions of the Financial Services and Markets Act 2000, and as to the requirements in the US under the Securities Act of 1933, the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002.

Tax
We know that the incidence of taxation has an important impact on businesses and how they are structured. We work with our clients to understand their businesses and objectives to determine the best client-specific approach to taxation. We also know that different organisations see tax-risk management differently. Employing this individual approach, we advise the full range of the firms clients, nationally and internationally, in conjunction with our global offices, on a wide range of tax issues, including on the most appropriate structures for financings, acquisitions and divestitures, joint ventures, investment funds and management entities, derivative transactions and capital markets issues.

We are also happy to review with clients whether the day-to-day operations of their businesses are run as tax-efficiently as possible.

• Mergers and Acquisitions/Joint Ventures/Corporate
  Advising clients on all aspects of tax-efficient structuring of corporate acquisitions and disposals, both public and private, as well as on joint ventures and general corporate transactions (including on ancillary tax issues such as VAT, R&D, intellectual property, stamp duty, management incentives and other employment matters).
  
  
• Investment Funds
  Advising investment banks, hedge fund managers and private equity groups on all tax aspects of their investment funds business. Tax is a major consideration in setting up management entities and investment vehicles, structuring fund investments and acquisitions. We advise on the optimum structures for all of these and on the implementation of advantageous remuneration arrangements.
  
  
• Financings, Derivatives and Capital Markets Transactions
  Advising on the taxation aspects for our clients UK and international financings, derivative transactions and their general capital markets activities, including placements and public offers of securities, and working with our clients to optimise the efficiency of their arrangements.

Financial Services Regulation
We advise on the application of the Financial Services and Markets Act 2000, related statutes and statutory instruments, regulatory rules and European directives (including the Markets in Financial Instruments Directive) to our clients' businesses.

• Authorisation
  Assisting clients with their applications for authorisation under Part IV of the Financial Services and Markets Act.
  
  
• Marketing
  Advising on the application of the financial promotion restriction to clients' marketing material and sales activities.
  
  
• General Regulatory Matters
  Advising on specific FSA rules and requirements, for example, relating to regulated funds, the conduct of business and prudential rules.
  
  
• Securities Law Compliance
  Identifying, where applicable, possible securities law compliance issues (whether in the UK or the US), advising as to the relevant steps or measures to be taken and, where necessary, supplementing our UK and US advice with relevant advice from other territories.

Corporate Governance
We represent public companies, their boards of directors and related committees, and others with respect to issues relating to corporate governance, reporting and disclosure obligations, and compliance matters.

• Listed/Quoted Companies
  Advice relating to the Combined Code, disclosure obligations, market abuse and insider dealing.
  
  
• Director's Duties and Responsibilities
  Advice relating to statutory and common law duties, the role of the board, the role of the non-executive director, the assessment and management of risk within the business of the company, and statutory provisions relating to insurance.

Employment
We regularly advise on high-value employment matters as to hirings and terminations. We also advise as to redundancy and other employment issues, consultation, investigation and execution.

• Executive Employment
  Negotiating high-level employment, pensions and incentives.
  
  
• Labour Relations
  Representing management in labour relations and employment law in the private sector in a wide range of industries.

Media/Advertising
We have particular experience in advising clients in the media and advertising industries, where over the last 25 years we have undertaken a large number of public and private acquisitions and disposals in this area.

Technology
We have extensive experience advising on telecoms, information technology, outsourcing and business services transactions for international clients. The firm has handled a wide variety of telecoms and software development and computer-related transactions; IT, business process, business transformation and knowledge-process outsourcing agreements; and data management, technology transfer and R&D contracts.

Information

Kaye Scholer LLP - London Office Terms of Business

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