Business & Finance

One integrated team covering all aspects of corporate, commercial, finance and restructuring law.

In this section

The Business & Finance Group at Greenwoods GRM brings together, in one integrated team, the collective experience of our corporate, commercial, finance and restructuring experts.

Many of our partners were previously partners at some of the world’s largest law firms and our clients rely on the depth and breadth of that expertise and appreciate our commitment, technical excellence and constructive approach to finding solutions and completing the transactions we work on.

We advise individuals, corporates and financial institutions in the domestic and international markets across a broad spectrum of specialisms.  These are listed to the side and provide a summary of our main areas of work.  If there is anything not listed here, please get in touch.  We are likely to be able to help either directly or through our network of contacts, both in the UK and abroad.

Our team members are also listed here.  Your starting point should be any of our partners – Alper Deniz, Alastair Gunn or David Egan – but please feel free to contact any team member directly.

We occasionally publish articles and legal updates on topics of interest to our clients and these can all be found here.

Finally, we have also listed here some examples of recent deals we have completed.  We feel there is no better measure of our capabilities and performance than seeing the types of deals we work on.

In addition, the Legal 500 has rated us as a first-tier firm for our “Corporate and Commercial” advice.

“Greenwoods provides a bespoke client service,
that is both engaging and pragmatic.” (2020)

“Greenwoods GRM is ‘excellent – a first-class firm with a very strong team in commercial and corporate law’, according to one client.” (2019)

 

Alper Deniz
Partner

+44 (0)20 7504 1157
adeniz@greenwoodsgrm.co.uk

 

 

Alastair Gunn

Alastair Gunn
Partner

+44 (0)1733 887771
agunn@greenwoodsgrm.co.uk

 

David Egan
Partner

+44 (0)20 7504 1159
degan@greenwoodsgrm.co.uk

 

 

Greg Davidian
Partner – German Desk

+44 (0)20 7504 1170
gdavidian@greenwoodsgrm.co.uk

 

Dov Katz
Partner

+44 (0)20 7504 1153
dgkatz@greenwoodsgrm.co.uk

 

David Woods

David Woods
Consultant

+44 (0)1733 887793
dvwoods@greenwoodsgrm.co.uk

 

Bourn Collier
Senior Associate

+44(0)20 7504 1185
bclcollier@greenwoodsgrm.co.uk

 

Claire Banks
Associate

+44 (0)1733 887772
cbanks@greenwoodsgrm.co.uk

 

Manasi Shah
Solicitor

+44 (0)20 3691 2065
mshah@greenwoodsgrm.co.uk

Update on Director Duties

During this period of prolonged economic uncertainty, many companies will experience some kind of financial distress.  When this happens, the directors of the company must comply with their duties under the Companies Act 2006 and if the company enters the “zone of insolvency”, such duties are to the company’s creditors and not its shareholders.  This will raise conflicting issues and directors may be nervous as to their personal responsibilities.

The directors of a company in financial difficulty should immediately seek outside help, be it from their lawyers, accountants or other professional advisors.  There are a number of areas where directors may be liable.  There may be liability for, amongst other things, wrongful trading, fraudulent trading, breach of common law duties, liability under personal guarantees, misconduct and breach of fiduciary duties.

Until professional advice is sought, the directors can ensure they do a number of things to satisfy their legal obligations.  The company’s position should be kept under constant day to day review, always ensuring that any action taken is not against the interests of the company’s creditors.

The directors should bear in mind the following points.

  • Each discussion and meeting should be minuted and any conclusions regarding the company’s solvency should be carefully recorded – all decisions will be reviewed with the benefit of hindsight should the company subsequently become insolvent.
  • Every decision should take into account the company’s ability to continue trading.
  • The directors should ensure that they have up to date financial information – does this information demonstrate the company’s ongoing solvency?
  • Is the company proposing to enter into any new commitments? If so, be careful of any representations as to the company’s ability to pay.
  • Is a transaction being entered into with a “connected person”? Advice should be sought if so.
  • If the company is intending to dispose of an asset, an independent valuation will be helpful to demonstrate the arm’s length nature of such disposal.
  • Remember that if a director is also a director of other group companies, each of those companies must hold separate meetings and must be careful to only consider the interests of that particular company.

Often, the greatest concern for a director is to avoid liability for wrongful trading.  As of May 2020, the rules against wrongful trading have, temporarily, been suspended.  Nevertheless, directors must tread carefully and it is incumbent on a director to be aware of their company’s financial position at all times.  A defence of not knowing whether the company was insolvent or not, will not carry much weight.

For help on any of these issues raised here call Alper Deniz or Alastair Gunn.

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Our team has delivered many important transactions, including:

Corporate transactions:

  • Sale of Nitritex Limited, a leading manufacturer of cleanroom and healthcare consumables, to Ansell Limited.  Total consideration £57 million including £12 million of cash. The net purchase price of £45 million (approx. US$56 million) is equivalent to a multiple of approximately seven times adjusted EBITDA on a trailing 12-month basis.
  • Advised architectural and decorative casing solutions specialist Encasement Limited on its acquisition of Pendock.
  • Important acquisition of the joist manufacturing business of National Hickman from Hickman Industries Limited for Robinson Manufacturing.
  • Advice to the founders of Barracudas, the UK’s largest operator of activity day camps for children, in obtaining significant development capital investment.
  • Advice to the shareholders Peterborough Electrical & Mechanical Engineering on its acquisition by technical services group Edwin James Holdings (EJH)
  • Management buyout of award-winning Cambridge content agency CPL.

Debt capital:

  • Representation of Addax Petroleum Corporation on US$500 million unsecured corporate loan facility.
  • Representation of General Electric Capital Corporation in the acquisition of a portfolio of senior secured and revolving loan agreements in the US, UK and Germany from Lehman Brothers Inc.
  • Representation of Xerox UK in complex pan-European financing transactions relating to receivables in UK, France, Germany, Spain and Italy.
  • Representation of Dubai World on the financing of a Las Vegas casino and hotel complex.
  • Representation of Bear Stearns Bank plc and Fortis Bank NV on a refinancing transaction relating to a €125 million secured and subordinated debt of an international group of companies.  Borrowers and security providers were located in 20 jurisdictions.
  • Representation of Merrill Lynch on its £50 million mezzanine financing of, and equity investment in, National Car Parks (NCP) as part of 3i’s sell-down of part of its debt and equity investment in NCP.
  • Representation of JP Morgan and Société Générale as co-arrangers of a US$5 billion senior acquisition financing facility for Pernod Ricard S.A. in relation to the acquisition of Seagram’s spirits and wine division.
  • Representation of JP Morgan on a £3 billion 364 day facility to finance the purchase of Lasmo plc by ENI SpA.
  • Representation of SC Johnson Wax on the financing of the US$3 billion acquisition of a controlling joint venture interest in DiverseyLever, Unilever’s industrial cleaning division.

Debt capital markets: 

  • Representation of TV Azteca S.A.B. de C.V. in connection with its offering of $300 million 7.5% Senior Notes due 2018 under its Regulation S Medium Term Note Programme.
  • Representation of Sanpaolo IMI S.p.A. as issuer and guarantor and its subsidiaries on its €20 billion euro medium term note programme.
  • Representation of Sanpaolo IMI Bank Ireland Plc as transaction counsel in respect of the establishment of a €3 billion euro commercial paper and certificate of deposit programme.
  • Representation of Exotix Limited as arranger of US$120 million note issuance secured by proceeds of a project finance loan to a Yemen zinc oxide mine.
  • Acting in relation to the multi-billion financing aspects of the acquisition of power plant assets from Powergen by Edison Mission Energy including £150 million secured bond issue.

Real estate finance:

  • Representation of Bank Hapoalim on multi-million dollar loan to the Red Sea Group for the purchase and development of US data centers.
  • Representation of Apollo Real Estate Advisors on its €267 million purchase of a retail development in Istanbul, Turkey from French supermarket giant Carrefour and Turkish property company Sabanci.
  • Representation of Westbrook Real Estate Fund IV, Westbrook Real Estate Co-Investment Partnership IV and Jones Lang La Salle on their £365 million leveraged acquisition, utilising senior and mezzanine debt, of 20 properties in the UK.

Derivatives:

  • Representation of World Fuel Services Inc. on ISDA negotiations.
  • Advised various creditors of LBIE and other Lehman entities on termination and settlement of derivative contracts.
  • Representation of UBS AG on termination and settlement of derivative contracts.
  • Representation of Deutsche Bank on the establishment of a AAA rated credit derivatives product company, NewLands Financial Limited.
  • Representation of Bear Stearns and RBS on numerous separate transactions in relation to a specialised total return swap product intended to achieve higher returns on the synthetic collateral in CDO transactions.
  • Representation of BNP Paribas in relation to tax receivable financings utilising derivative structures and credit support arrangements.
  • Representation of Egret Capital LLP in relation to perfect asset swaps in connection with the establishment of a €350 million CLO.

Securitisation and Structured Finance:

  • Representation of BCP Securities LLC and Banco de Valores in relation to the US$150 million financial trusts program established by the Province of Chubut in Argentina for the sale of hydrocarbon royalty backed securities.
  • Representation of WestLB AG as arranger on a US$1.55 billion High Grade CDO of ABS using SIV Light Technology.
  • Representation of Citibank as lead arranger of Euro CDO offering by Highlander Euro CDO IV, BV.
  • Representation of Société Générale as the arranger, lead manager and sole book runner in a €1.04 billion securitisation of a portfolio of residential mortgages originated by 43 Italian banks, with notes listed on the Luxembourg Stock Exchange.
  • Representation of Highland Capital Management Europe Ltd as investment manager of Highlander Euro CDO BV, Highlander Euro CDO II BV and Highlander Euro CDO III BV.
  • Representation of Société Générale’s newly established in-house collateral manager, Egret Capital LLP, in connection with the establishment of a €350 million CLO.
  • Representation of Dynamic Credit Partners LLC as collateral manager of numerous high grade collateralized debt obligation issues.  Example issuers include Lenox CDO, Ltd, Barrington CDO I, Ltd, Barrington CDO II, Ltd, Sheffield CDO I, Ltd. and Sheffield CDO II, Ltd.
  • Representation of Deutsche Trustee Company Limited as trustee on the separate issue by DTC Six Funding Limited, DTC Seven Funding Limited and DTC Eight Funding Limited of JPY structured secured notes backed by receivables relating to loans used to finance residential apartment buildings.

To find out more about how our business and finance specialists can help you, please contact Alper Deniz or Alastair Gunn.

Greenwoods GRM is involved in all aspects of the international debt markets.

Our team have advised issuers, managers, arrangers, dealers and trustees in connection with a wide range of debt capital markets products including:

  • eurobond issues
  • high-yield debt
  • convertible bonds
  • MTN programmes
  • commercial paper programmes; and
  • private placements.

We also focus on highly structured bespoke products.

To find out more about how our finance specialists can help you, please contact Alper Deniz

Greenwoods GRM understands that the IPO process can be demanding.  Our advice is tailored to your specific business objectives, whatever your direction or circumstances.

We frequently advise issuers, financial intermediaries and nominated advisers/brokers on matters including pre-IPO fundraisings, AIM listings, dual listings, secondary offerings, rights issues, reverse takeovers, acquisitions, disposals, the continuing post-admission regulatory requirements and all aspects of life on the public market.

We proactively manage the delivery of our services, across all legal disciplines, ensuring a ‘joined-up’ approach so we can work seamlessly as an extension of your professional teams. It is a key reason why clients continue to appoint us.

To find out more about how our Capital Markets and AIM specialists can help you, please contact Alper Deniz.

This area of our work is all about providing advice and assistance to businesses, and other organisations, as they carry out their business activities.

We can create and advise on the contracts and arrangements that are key to how your organisation works – contracts with your customers (bespoke or standard terms), contracts with your suppliers and contracts with anyone else.

We can ensure that your business activities comply with and make the most of the rules relating to, for example, the protection of personal data and competition law.  Our advice is very often in relation to e-commerce and technology-related arrangements.

Sometimes you will want to concentrate on the areas of business you are best at, arranging for others to provide you with ancillary services that they are more expert in – we have particular expertise in outsourcing arrangements.

Then there is the exploitation of your intellectual property and taking on licences to use the IP belonging to others; we can assist with that too.

We work best with clients when we are able to build a long-term commercial relationship with them allowing us to get to know the business really well and give strategic advice; building that commercial relationship with you will always be our aim.

Find out more about our commercial services here.

To find out more about how our commercial law specialists can help you, please contact Alastair Gunn.

Corporate reorganisations are increasingly common place in these challenging times – we can help you through what can be a complex process.

Reorganisations can occur at various stages throughout the evolution and development of a business, for example, when coming to the end of the start-up phase, either before or after an acquisition to help with integration issues or simply to help a business to be more competitive.

Whatever you are thinking of doing a reorganisation needs to be carefully planned in order to ensure that the process goes smoothly and does not create unexpected problems for the future which could damage your business.

A reorganisation can be a surprisingly involved process – we will work closely with you in relation to issues such as:

  • Directors’ duties and consents
  • Planning
  • Pricing of any assets being transferred
  • Employee issues
  • Documenting the transaction
  • Concerns about returns of capital, distributions in kind and other insolvency issues

For advice and help in delivering your corporate restructuring project call contact Alastair Gunn or  Alper Deniz.

Greenwoods GRM can advise on the full range of over-the-counter (OTC) derivatives.

These range from plain vanilla interest rate and currency swaps to credit, commodity and equity-based products and derivatives linked to real estate and insurance.

We also advise on leveraged loan and portfolio credit default swaps, total return swaps, repurchase financings and structured notes. In addition, we have experience of transactions driven by accounting or regulatory capital considerations.

In light of recent market events, we have also been providing analysis and strategic advice to dealers and hedge funds on the impact to their OTC and structured contracts.

To find out more about how our finance specialists can help you, please contact Alper Deniz

Financial institutions and corporate borrowers instruct us on a wide range of banking transactions.

Instructions range from syndicated lending to investment grade and leveraged acquisition finance.

We also advise on guarantee and security issues and regulatory matters.

We have particular experience in international leveraged acquisitions and can service all requirements in relation to senior, second-lien, mezzanine and PIK debt, as well as interim financing arrangements and bridge financing.

We also focus on complex and complicated intercreditor arrangements. Most importantly, our work for both lenders and borrowers positions us to provide a good understanding of transactions from both sides of the table. Activity on leveraged buy-out financings also benefits from our experience in high-yield bonds, other capital markets instruments and derivatives.

To find out more about how our finance specialists can help you, please contact Alper Deniz

Greenwoods GRM offers highly rated advice to a variety of investment funds.

We can assist with regulatory issues, investments in structured products, restructurings, private equity transactions and prime brokerage.

We structure and document new investment funds and advise on the regulation of asset managers, the documentations of investment management agreements and the appointment of service providers, custodians and administrators.

To find out more about how our finance specialists can help you, please contact Alper Deniz

Our assistance in setting-up a joint venture will ensure the legals are covered so you can focus your efforts on creating a successful enterprise.

We like helping businesses, whether that be companies or individuals as a partnership, come together to achieve success, and we’re experienced at being part of the teams that make such deals happen.

While you focus on the strategic direction of the venture, we can ensure everything is in place to protect your existing business and put the new project on the path to profitability. Whether the joint venture is about sharing know-how, a co-operation agreement, merging operations or a completely new project, we can share our experience to make it a success.

We have advised on all aspects of joint ventures – from the overall structure of the transaction, right down to the detail of the agreement and all that goes with it including funding arrangements.

Our knowledge and assistance can help you:

  • Determine the most appropriate legal structure for your venture
  • Assess the competition law implications of the deal
  • Address any cross-border implications
  • Protect your existing business while setting the joint venture on the path to success
  • Prepare bespoke articles of association and shareholders’ agreements to govern your joint venture
  • Deal with ancillary issues such as employment, administration and regulatory approvals

For advice that provides your joint venture with a strong platform for success contact Alastair Gunn or Alper Deniz.

Whether your M&A transaction is an MBO, MBI, BIMBO, IBO, private equity deal, trade sale or purchase of a business and assets or shares we can help.

With a wealth and depth of experience advising clients across a range of sectors in relation to a variety of M&A transactions we are perfectly placed to help you through the process.

The strength of our corporate & commercial team on transactional work is complemented by the expertise of the firm in areas such as commercial property, employment, pensions, health & safety and intellectual property which ensures that we are able to support you in relation to the various aspects of a transaction.

We work closely with you to understand and help you achieve your objectives.

The earlier you get us involved the more value we can add – we will help you:

  • To clearly understand what the process will involve
  • To structure the transaction to meet your objectives
  • Document the heads of terms of the transaction to make sure that everyone involved is on the same page
  • Scope and manage the due diligence process
  • Negotiate the transactional documentation
  • To keep the process running smoothly.

To talk through your transaction – the earlier the better – contact Alastair Gunn or Alper Deniz

We can help structure the financing of real estate investment and development.

Our team assists lenders, investors, real estate funds, property companies and developers across Europe.

Our work also includes refinancings, structured financing, sale and leasebacks and hedging.

To find out more about how our finance specialists can help you, please contact Alper Deniz

Our highly regarded team has worked on transactions involving a variety of asset classes.

Our work ranges from CMBS, RMBS, CDOs and CLOs, and a variety of structures, including whole business, secured loan, true sale and synthetic securitisations.

We have also been involved in complex and innovative structures such as asset-backed commercial paper, constant proportion portfolio insurances, constant proportion debt obligations, leveraged loan CDS and credit derivative product companies.

We also advise on complex securitisation restructurings.

To find out more about how our finance specialists can help you, please contact Alper Deniz

Get in touch with us

Interested in finding out more? Use this form to let us know how to contact you and what you’d like to know, and we’ll get back to you.

Alternatively, contact anyone listed on our website direct, they will be happy to hear from you.

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