Corporate

Sector focused corporate advice

Our international corporate team has extensive experience of advising on high value, domestic and cross-border transactions. Our team combines in-depth sector expertise with experience across all corporate disciplines to deliver pragmatic and commercially valuable advice.

What we do

We have concentrated the development of our global capabilities and the growth of our expertise firm-wide on a number of inter-connected industry sectors, which distinguishes us from our competitors. Having industry leading experts in each of these sectors allows us to draw on deep knowledge and experience to understand your strategic objectives, business drivers and the risk you face to effectively deliver your transaction.

Given the international nature of our core sectors, our team has substantial experience of transactions throughout the major world markets. We operate seamlessly across our network of offices. In addition we are able to call upon an extensive network of expert lawyers to assist in other jurisdictions, and manage them as "deal counsel" to provide a complete service to our clients.

We advise many of the world's largest companies, private and institutional investors, insurers, governments, private equity funds and investment banks across the full spectrum of corporate transactions, including M&A (public and private), disposals, joint ventures, equity and debt capital markets (including IPOs and secondary fundraisings), corporate simplification and restructuring, corporate insurance transactions, corporate governance and day to day issues relating to regulatory, stock market and company law compliance.

Our experience

Our lawyers have worked on corporate transactions in the UK, continental Europe, Russia, Africa, the Middle East, India, Malaysia, China, Indonesia, Australia, South America and other Pacific Rim countries. Examples of our experience include:

• Advised Sojaprotein, a leading European provider of non-GMO soy ingredients, on its sale to ADM. Serbia-based Sojaprotein offers a wide array of non-GMO vegetable protein ingredients for customers in the meat alternative, confectionary, protein bar, pharmaceutical, pet food, and animal feed segments. The company had more than $100 million in sales in 2020, covering 65 countries. We advised on all aspects including sale process, transaction documentation (SPA, etc.) and competition/antitrust.
• Advised Competentia AS on its merger with Airswift Global Limited to create one of the world's largest engineering workforce solutions providers. The combined entity provides forward-thinking workforce solutions to the energy, process, infrastructure, mining and technology industries.HFW advised Competentia on the M&A aspects of the transaction, including conducting due diligence on Airswift, and drafting and negotiating the Merger Agreement, Articles of Association and Shareholders Agreement in respect of the combined Airswift group.
• Advised Trafigura on the formation of Nala Renewables – a new joint venture company with IFM Investors. This has been established to invest in a series of solar, wind and power storage projects worldwide and is aiming to build a portfolio of renewable projects with a total capacity of two gigawatts within the next five years. The amount that the new company is expected to invest over the next four years is anything up to US$2 billion.
• Advised Markerstudy Group on its successful £185 million acquisition of the Co-op's insurance underwriting business, CIS General Insurance Limited. The deal also involved advising on the arrangement of financing by TwinFocus and funds managed by Blackstone Credit. The acquisition resulted in an increase to Markerstudy's Gross Written Premium by more than £500 million.
• China Sun Corporation, Central Eagle Limited and Golden Diamond Inc. as joint offerors in the acquisition of approximately 70% of the issued share capital of KEE Holdings Company Limited (#2011)‎, a company listed on the Main Board of the Hong Kong Stock Exchange,‎ for the total consideration of approximately HK$546.852 million. Under the Hong Kong Takeovers Code, the transaction triggered a mandatory unconditional cash offer for all the issued shares not already owned by the joint offerors and parties acting in concert with them.
• Advised Markerstudy Group on its successful acquisition of top 30 UK insurance broker Brightside Group, for an undisclosed sum. The deal will add more than £125 million to Markerstudy's Gross Written Premium.
• Advised a Chinese state investor on its acquisition of Australia’s largest cinema chain, the Hoyts Group.
• Advised Edvance International Holdings Limited in its subscription of Series A2 Preference Shares in Tykhe Capital Group Limited. Tykhe operates a virtual asset trading exchange through its wholly owned subsidiary, Hong Kong Digital Asset Ex Limited, which is one of the first applicants for dealing in securities (Type 1) and automated trading services (Type 7) licences for the purpose of a virtual asset trading platform.
• Advised on a public private joint venture involving a minimum US$100 million investment to facilitate the revival of the local sugar industry in Kantale, Sri Lanka.
• Advised Bain Capital Credit on its successful investment (for an undisclosed sum) in Beat Capital Partners, which owns a group of insurance intermediaries at Lloyd's, and its provision of capital for Beat's Lloyd's platform. We provided UK corporate and regulatory advice on the investment itself and on the deployment of the underwriting capital.
• Advised a TSX-V listed resources company in connection with a series of transactions involving the acquisition of two sapphire projects in Queensland. Completion of these transactions resulted in our client becoming one of the largest sapphire suppliers in Australia.
• Advised a listed company on disposals of its equity interests and a joint venture in connection with two operations at the Hong Kong International Airport.
• Advised K2 Insurance Services on its acquisition of Pioneer Underwriters' business, which included the insurance portfolio and also many of Pioneer's staff. As well as advising on all corporate aspects of the deal, our work involved providing specialist advice on, in particular, the Lloyd's aspects of the transfer, and on FCA regulatory issues.
• Advised Mie Pay Ltd on its successful IPO on the National Stock Exchange of Australia. Mie Pay is a fintech providing e-commerce and payments platform solutions. Its activities are primarily New Zealand based. The company raised funds from public offers made in Australia and New Zealand under the trans-Tasman mutual recognition scheme for offers of financial products.
• Advised Victoria Group, a Serbian-based agro-industrial conglomerate, on the disposal of its edible oil business, Victoriaoil, to Sun Valley (a Serbian company co-owned by Oaktree Capital Management) and Mr Vaja Jhashi. The sale was part of the Group's strategic plan to focus its activities in plant-based proteins and was also its first transaction following the completion of the acquisition by MK Group d.o.o of a majority stake in the company (we advised the company and existing shareholders on this deal in 2020).
• Advised and assisted Union National Bank on the impact and execution of the consolidation of Abu Dhabi Investment Council into Mubadala. This included change of control issues across both domestic and international contracts, regulatory issues in multiple jurisdictions, stock exchange listing issues and general corporate advice to senior management.
• Advised a purchaser on the acquisition of 75% of the equity interests in a listed company in Hong Kong. We conducted due diligence against the target entities and provided assistance to the purchaser in preparing the relevant documentation for the purchaser's general offer to purchase all remaining equity interests in the listed company.