16 Mar 2015

The Sharp End - Spring 2015


Cutting edge insights into corporate law

In this issue

  • Viewpoint - Following a strong year in 2014 for both AIM and the Main Market, we ask Tom Nicholls, a partner in our capital markets group, for his views on current trends in the equity capital markets. Tom also gives a round-up of activity on AIM in 2014, including a look at the most active sectors and looks ahead to issues coming up for the markets in 2015.
  • Changing the rules - It's not only the NFL eyeing up London as a key target to expand its American football franchise. The UK continues to see a strong trend of inbound M&A from deal-hungry US acquirers. Guy Morgan, a senior associate in our corporate finance practice in London, highlights five key differences in the rules when comparing the different ball games of US and UK takeover bid regulation and market practice.
  • Stopping the erosion - There is plenty going on in corporate tax at the moment. Maryanna Sharrock, a tax partner in our London office, considers some of the current issues, in particular the OECD's crusade against base erosion and profit shifting by multinationals. She also discusses the tax position of US LLCs, changes to the patent box and highlights some good news on the restructuring of indebted groups of companies.
  • Acquiring technology - With large corporates showing appetite to invest in very early stage companies as well as focussing on their own research and development, it is clear that technological innovation remains a vital driver for business growth. In this article Sam Gray, a partner in our London corporate practice, considers the acquisition of technology as a driver for M&A deals and the importance of due diligence, integration planning and the incorporation of open source software to the success of these deals.
  • 2015 - a year of change? - Even with an election on the way this year and the legislative uncertainty that brings, there are a number of changes to employment law coming up in 2015. Beth Hale, a senior associate and professional support lawyer in our employment practice, takes a look at the key changes in employment law happening this year, most importantly in the family friendly arena, and the key court and tribunal decisions that are coming up.
  • Stephenson Harwood news - Since the last issue of The Sharp End, we have been working on some very exciting deals such as advising Woodford Investment Management LLP on the launch of Woodford Patient Capital Trust plc. Other high profile deals we have advised on include advising incadea plc, on its sale for £122 million in cash to NASDAQ listed Dealertrack Technologies and BTG Plc on its acquisition of PneumRx Inc. We have been ranked 4th in the London legal advisor rankings (for volume of deals) in the Experion European IPO Transactions 2014 tables. We have also continued to expand our team by appointing new partners to add to our existing experience and expertise globally.



What trends have you seen coming through on the London markets in the past 12 months?

There is no doubt that UK businesses have proved easier to IPO. In 2012, around two-thirds of new entrants to AIM had overseas businesses. 2014 saw the inverse occur with two-thirds of new joiners to AIM operating within the UK.

One noticeable trend of the past 12 to 15 months is the number of vendor placings on IPOs. In 2014, vendor placings accounted for over a quarter of all new monies subscribed on IPO on AIM (26 of the 78 IPOs included some form of sell down by existing shareholders).

On the Main Market, we have seen the continued use of cashbox structures to maximise the level of funds raised on a more streamlined timescale. We have also seen increased interest in standard listings (both for operating companies and cash shells).

Are there any issues in particular affecting overseas companies?

Despite the relative strength of the markets in the past 12 months, it is clear that some overseas companies continue to struggle to access capital. While we've seen some good examples of companies listing from Southeast Asia, in relation to China, the continued high profile issues arising with a number of listed Chinese companies means that effectively for the time being it will be incredibly hard for any new Chinese companies to come to AIM.

We have also seen a number of companies look to London as a possible location for a dual listing. The past three to four years had already seen a number of TSX companies dual listing in London. Last year saw the first Singapore listed company dual listing on AIM (Global Invacom). We are aware of the number of ASX companies (predominantly in natural resources) looking at either Singapore or London as possible secondary listing locations. Likewise we are also seeing a small number of East African and Nigerian listed companies testing the water as to a possible dual listing in London. For designated overseas exchanges, AIM provides a fast track route for listing (including TSX and ASX) but for many others, the process still entails the production of a full admission document. Standard listings on the Main Market are also increasingly being considered as an alternative dual listing option.

How was activity on AIM in 2014?

2014 was a strong year for new monies raised on IPO, with the total of around £2.6 billion being the highest since 2007. The strongest month for new (and total) money raised was March, followed by December and June (see further the monthly AIM statistics for 2014 below). Again, the number of new companies coming to market was the highest since 2007 and for the first time since then, the net number of companies on AIM increased with the total number of AIM companies standing at 1,104 as at the start of 2015.

Monthly AIM statistics for 2014 issues for monies raised and number of admissions can be found at the end of this article.

On a less positive note, we have continued to see the number of registered Nomads decrease. There are currently 40 registered Nomads compared to 49 at the start of 2014, and 61 at the start of 2012 - back in 2008 there were over 85.

Were there any sectors where activity was particularly strong?

Technology, pharma and retail were the particular stand out sectors in 2014. In addition we continue to see significant activity for new closed-ended investment funds. In 2014 Stephenson Harwood advised on 5 of the total 17 new listed fund IPOs and this year advised on the launch of the VPC Speciality Lending fund, as well as the new Woodford Patient Capital Trust.

What other issues coming up in 2015 do you think may impact activity on the markets?

It remains to be seen what impact the forthcoming general election may have on capital market activity but the current pipeline of transactions seems steady.

The recent legislation prohibiting the use of cancellation schemes of arrangement in takeovers, to prevent their use to avoid the payment of stamp duty or stamp duty reserve tax, came into forceon 4 March 2015. It will still be possible to effect a takeover using a transfer scheme of arrangement or a contractual offer, both of which already attract stamp duties. This will have a greater impact on takeovers of Main Market companies, as stamp duties on traded shares and securities on AIM (and other recognised growth markets) was abolished in April last year.

In 2014 schemes of arrangement were the most popular structure, with almost twice as many firm offers announced as a scheme than as a contractual offer. This was particularly noticeable on the Main Market where there were 3 schemes to every offer announced. The prohibition of cancellation schemes in takeovers is unlikely to have any significant commercial effect. Schemes can still be used where structured as transfer schemes and, in relation to AIM companies, the stamp duty advantage had already disappeared following the abolition of stamp duty on AIM shares.

Monthly AIM statistics for 2014 issues for monies raised and number of admissions

Money raised
Jan Feb Mar Apr May June July Aug Sep Oct Nov Dec TOTAL
New 164.34 367.8 668.1 136.2 161.94 237.12 102.2 49.0 45.9 163.0 164.0 339.67 2599.2
Secondary 86.29 221.1 350.0 537.86 303.10 470.05 228.8 242.78 155.2 159.4 86.1 428.48 3269.2
Total 250.62 588.89 1018.14 676.64 465.04 707.17 330.99 291.77 201.08 322.43 250.07 768.15 5868.4
Admissions by number
UK 4 6 9 10 12 11 9 8 2 7 5 12 95
International 2 2 3 2 1 2 5 0 0 0 1 5 23
Total 6 8 12 12 13 13 14 8 2 7 6 17 118


Sources for figures: London Stock Exchange monthly AIM factsheets January to December 2014

Changing the rules

It's not only the NFL eyeing up London as a key target to expand its American football franchise, the UK continues to see a strong trend of inbound M&A from deal-hungry US acquirers. A number of such deals made the headlines last year, including the failed mega-deal, US drugs giant Pfizer's aborted £69 billion takeover bid for UK pharmaceutical firm AstraZeneca. Stephenson Harwood has acted on a number of takeovers by US buyers of UK quoted targets, including the recent £122 million recommended takeover of incadea plc by Dealertrack Technologies, Inc.

So just as the NFL will need to overcome the Brits' love of football and rugby, US acquirers need to appreciate the different ball game they face when making a takeover bid in the UK, with its different rules and market practice from the US. Whilst the public takeover terminology in England is similar to the US, there are important differences in market practice and takeover regulation which market participants would be well advised to understand.

Analysing the opposition

Whilst UK targets will often allow bidders to only conduct limited diligence on themselves, or even insist a bidder relies only on a review of publicly available information, in a friendly deal, US bidders will frequently expect to conduct a more thorough diligence process akin to a private M&A transaction.

In part this difference in approach derives from the underlying legislation. In the US, a target board is largely free to decide what information, if any, it gives to different competing bidders, solicited or not, so long as the target board satisfies its fiduciary duties and complies with selective disclosure rules. The converse is true in the UK where Takeover Code rules on equality of information require that any information given by a target to one bidder or potential bidder must be given equally to any other bidder or bona fide potential bidder, even if such other party is less welcome.

A shorter game

In the US, a potential bidder can pick its moment to announce its proposed offer and cannot be forced to announce an offer prematurely and, having done so, it is not bound by any statutory timetable or deadline to complete it. In some cases, hostile offers can be extended by the hostile bidder indefinitely and play out over a number of years. The converse is true in the UK. A potential bidder may be publicly “outed” before it is ready to announce its offer, in which case it is then required to either “put up” (announce a firm offer) or “shut up” (announce its withdrawal) within a specified period. Once a firm offer is made, there is a strict timetable within which the offer must complete or lapse.

The defensive line-up

One of the most obvious distinctions between US and UK takeover regulation comes in relation to what Gridiron aficionados call “d-fence”.

In the US, a target board is largely free to implement extensive bid-defence tactics designed specifically to thwart hostile bids if the company is not for sale, or to achieve the best value for the company through an orderly sale process controlled by the board if the company is for sale. These tactics include "poison-pills" where a company issues rights to shareholders to purchase a large number of new shares of the company at a deep discount if a bidder acquires above a certain percentage of shares, which results in severe dilution to the bidder; staggered boards, where only a fraction of the members of the board of directors can be appointed each year, forcing a bidder to wait several years to entirely replace the board; and other defences, such as buying or selling securities to disrupt a bid or selling important assets.

By contrast, as a general principle of the Takeover Code, a UK target board is required to act in the interests of the company as a whole and may not, once a bid is in contemplation, implement any "frustrating action" which might have the effect of denying shareholders the opportunity to decide on the merits of a bid. In this way, the role of a UK board on a takeover is primarily one of providing guidance to the shareholders rather than acting as a form of barrier to the shareholders.

A compensation culture

Concussed NFL players aren’t the only people looking for compensation once the game is over.

Forward break fees (payable to a bidder by a target in certain circumstances but typically when the target board in the exercise of its fiduciary duties decides to break a deal to favour a superior competing bid) and reverse termination fees (where a bidder pays a target a fee for its inability to complete the deal) are a standard part of US public takeovers, with forward break fees of around 3-4% of the offer consideration and reverse termination fees being often much higher. In the UK, following a major overhaul of the Takeover Code in 2011, break fees are generally prohibited. Although as demonstrated by the payment to Shire of a £1.6bn "reverse" break fee by Abbvie following its aborted takeover, there are certain limited circumstances in which break fees may still be payable.

Pulling out

In the US, regulations do not impose any limitations on the conditions to the consummation of an offer and those will generally be governed by market practice. In a friendly transaction the target will usually seek to minimize closing conditions to ensure certainty of the deal. A typical condition would be a MAC condition but in practice, those have been difficult for bidders to enforce in court.

On the face of it, the UK position appears similar to that of the US. UK offer documents typically contain extensive offer conditions on which a bidder can seemingly rely. In reality, the UK takeover regime is designed such that, once a firm intention to bid is announced, it is very difficult for a bidder to avoid proceeding with it. A bidder has limited scope for withdrawing from a UK offer in reliance on offer conditions, other than the acceptance condition and any competition condition, unless the circumstances are of material significance to the bidder in the context of the offer.

Stephenson Harwood are grateful to Valerie Demont, corporate partner in the New York office of Pepper Hamilton LLP, for her input on the US aspects of this article.

Stopping the erosion

So what's going on in corporate tax? Plenty!

The big story is the OECD crusade against base erosion and profit shifting (BEPS) in reaction to press reports on the international tax strategies of Starbucks, Amazon and others. BEPS is the practice of companies reducing the tax incurred in one jurisdiction by shifting taxable profits to other, usually low-tax, territories.

Action against BEPS is a political initiative and some think that it will be a long time, if ever, before anything really happens, particularly since many states have a conflict of interests. They would like to be seen by electorates as tough on tax avoidance (and the tax revenues would be welcome too) but they also want to show the international business community that they are open for business and competitive on tax.

Don't count on it. The OECD is championing a multi-lateral instrument to fast-track treaty changes. They are satisfied this is possible under international law and during 2015 we will hear more about the proposed content. The other feature to watch is unilateral action by vanguard states such as the UK with its diverted profits tax (proposed to be effective on 1 April 2015) and proposals on hybrid mismatches, due to be effective on 1 January 2017 to give taxpayers time to unwind existing structures.

Headline action

So what might be coming under BEPS? Headline items include:

  • Country by country reporting:The UK is going to legislate to require UK headed multinationals to report to HMRC:
    • for each tax jurisdiction where they do business: amount of revenue, profit before income tax, income tax paid and accrued, total employment, capital, retained earnings and tangible assets; and
    • the identity, and an indication of business activities, of each group entity in each tax jurisdiction.

    HMRC will share this information with other tax authorities.

  • Restrictions on interest deductions:The OECD is widely expected to propose a restriction based on an interest/EBITDA ratio similar to that currently used in Germany and the US.
  • Changes to rules on permanent establishments (branches and agencies):Keeping final contract decisions off-shore may no longer be enough if the contract is in substance negotiated on-shore.
  • Restrictions on access to Double Tax Treaties:The OECD is considering proposals for a limitation of benefits rule and a general anti-avoidance rule.
  • More aggressive transfer pricing rules, particularly for IP holding structures:The familiar pattern of owning IP in an SPV in a low tax jurisdiction is under threat.

The emperor's new clothes

Back in the UK, the Supreme Court should soon publish its decision on the tax transparency of US LLCs in HMRC v George Anson. For US tax purposes, the default classification of a US LLC is as transparent, so Mr Anson, a UK resident member of a Delaware LLC, paid US tax on his share of its income. However, HMRC treat an LLC as a company so Mr Anson was charged UK tax on dividends received but denied credit for the US tax, as the US tax was not charged on the dividends. HMRC argued that this was not a double tax charge, as the US tax system taxed the profit of the LLC itself and not the distribution. In 2013 the Court of Appeal decided that the US LLC was not transparent for UK income tax purposes and agreed with HMRC's approach. He will be hoping that the Supreme Court overturns this in favour of transparency. However many UK companies have a US LLC in their group and will have assumed that it is not transparent. They will be interested to see whether the Supreme Court decision undermines their tax positions.

Stamping on cancellation schemes

The government has recently passed legislation prohibiting the use of cancellation schemes of arrangement in takeovers, which came into force on 4 March 2015. This follows the 2014 Autumn Statement, which announced the government's intention to prevent their use to avoid the payment of stamp duty or stamp duty reserve tax. It will still be possible to effect a takeover using a transfer scheme of arrangement or a contractual offer, both of which already attract stamp duties. The prohibition will not apply to schemes where there is no substantial change in the ultimate shareholders in the company.

Out of the box

We expect HMRC to consult later this year on changes to the patent box to ensure that relief is linked to expenditure on R&D in the UK, rather than on income from commercialisation. Tracking expenditure to R&D will become important with implications for the drafting of commercial contracts and intra-group arrangements.

And some good news….

Restructuring indebted groups of companies should become easier. At present, debt write-off between unconnected parties produces taxable income in a UK debtor company, unless an insolvency process is involved or ordinary shares are given as consideration. The new rule removes the tax impact of debt write-offs where there is a material risk that otherwise the debtor company would be cash-flow or balance sheet insolvent within 12 months. The new relief should help viable but indebted businesses to be rescued and/or sold to new owners.

Acquiring technology

It is widely accepted that M&A re-emerged in 2014 with numerous mega deals and a noticeable rise in deal volumes. There are a wide range of economic factors which have driven the return of deal making as well as different dynamics in different industry sectors. Favourable financing from a wider range of available sources, large cash reserves, improved consumer confidence (in some markets), improving equity markets, growth opportunities in emerging markets and industry change are all driving deal flow.

Deal drivers

However, in simplistic terms there are really three main reasons for acquiring a business:

  • "Strategic" - acquisition of market share, vertical integration or moving into new markets;
  • "Financial" - grow revenue or EBITDA; and
  • "Operational" - adding a team, technology, service line or new capability.

Strategic goals are usually simplest to achieve. Simply closing the deal can mean the intended target is effectively met. Financial goals are harder as they depend on the future performance and realisation of perceived synergies over the long term. Operational goals can be hardest to realise as they rely on successful integration. Clearly, many deals are driven by a combination of these factors and different types of buyer have different overarching strategies.

Where operational factors are a key driver for an acquisition early planning of the integration strategy is often of great assistance. However, integration planning is difficult to do successfully without the information which will be acquired through the due diligence stage. When M&A volumes were lower there is no doubt that deals took longer to execute and frequently this meant more time for buy-side diligence and integration planning. The return to a more competitive environment has seen increased pressure on buyers to expedite deal timetables and a consequence is that they have less time for diligence and integration planning.

Corporate venturing

Technological innovation has always acted as a disrupter of established practice and market dominance. As well as establishing and developing their own technologies, businesses also look to invest in or acquire new assets to preserve or protect their position. The prevalence of large corporates setting up divisions focussed on technological innovation has increased in recent years. Banks have created "fintech funds", auto-industry players have venture arms and established drug and internet companies have created their own venture arms, Google's was most active in 2014 followed closely by Intel Capital and Novartis. With large corporates showing appetite to invest in very early stage companies as well as focussing on their own research and development, it is clear that technological innovation remains a vital driver for business growth.

Just Buy It

Even those firms who are heavily focussed on creating their own technology will be in the market to acquire that created by others. Where the acquisition of technology is a driver for a deal, the diligence and integration planning becomes all the more pertinent. The success of the deal might depend on the successful integration of the acquired technology into the existing business. In order to price the deal correctly and ultimately to integrate the assets successfully it is vital to understand what is being acquired, how and by whom it was created and what it depends on for its on-going existence, be that human capital or third party intellectual property.

Focussing the diligence

Where software technology is the driver for an acquisition, a key factor for the due diligence exercise will include confirming the ownership in that software. Ownership will depend on factors such as whether the software was created by the target's employees or a third party developer and in which country the software was developed. In relation to software, consideration should be given to the target business’ licensing arrangements; have extensive rights been granted to customers in the software which comprise of a form of ownership or the proposed commercial exploitation of that software?

Another key aspect will be pending or threatened IP infringement claims which could affect the freedom of the target business to operate. It will also be important to understand the degree to which confidential information has been appropriately safeguarded. This is particularly relevant for source code of software and patentable inventions.

Open Source Software

A buyer should also carefully consider the incorporation of open source software (OSS). OSS is software which is made widely available under a licence which grants certain freedoms to the licensee, but depending on how OSS is used, it can risk software developed by a target business being shared on the same broad terms. This is because, by contrast to more traditional software licences, OSS must be made available for redistribution without payment; permits modification of the software, resulting in derivative works which may too be subject to distribution; and must not place any restrictions on access to the source code in onward distribution. There are different types of OSS licences, which vary in length, clarity and legal impact. One of the most commonly used OSS licences is the General Public Licence, which adopts the principle that the same freedoms apply to all derivative works (or “copyleft”). In the context of an acquisition where the software is critical, it is essential to confirm ownership of that software by identifying the OSS used, the criticality of the software which uses OSS and the licence terms upon which such OSS has been made available.


2015 - a year of change?

As an election year, 2015 is more likely to be full of promises and proposals than significant legislative activity. However, some key changes to employment law are taking place this year, most importantly in the family friendly arena. In addition, the courts and tribunals are being charged with reaching decisions in some key cases, including in relation to calculation of holiday pay and redundancy consultation.

So what's already happened this year?

The claws are out
Following a consultation carried out by the Prudential Regulation Authority in July 2014, any variable remuneration awarded on or after 1 January 2015 to employees covered by the Remuneration Code for banks, building societies and investment firms (broadly, senior managers, risk takers and staff in control functions) must be subject to claw back for a period of at least 7 years after vesting. PRA authorised firms will have to amend contractual documentation to ensure they have the right to exercise clawback in accordance with the Code.

Taking a holiday
Following the important decision of the European Court of Justice in May 2014 that holiday pay should generally be calculated to include commission, the original case of Lock v British Gas was reheard by the UK Employment Tribunal on 4 and 5 February 2015. The decision of the Tribunal on how much back pay will be due to Mr Lock in light of the ECJ judgment is due later this year. It will be compulsory reading for employers who continue to grapple with how to calculate historical and future holiday pay for employees whose remuneration includes an element of commission.

EATing their words?
One of the biggest employment law stories of last year was the decision of the Employment Appeal Tribunal in the "Woolworths" case. This gave employers a headache by ruling that the words "at one establishment" in the UK collective consultation legislation are to be disregarded, meaning that an employer making 20 or more employees redundant would have to follow a full collective consultation process, even if those employees are spread across different premises and geographical locations. The Advocate General of the ECJ gave his opinion in the case on 5 February giving employers cause for hope that the EAT decision will be overturned. He indicated that the term "establishment" should be read to refer to the particular unit to which the potentially redundant employees are assigned and that it is not necessary to aggregate the number of dismissals across all of an employer’s places of business. Employers will be keeping their fingers crossed that the full court, whose judgment should be issued in the next few months, follows the AG's guidance. The case will then be remitted to the UK courts to decide how to apply the ECJ judgment to the facts of the particular case.

What’s coming up?

Election time
On 30 March 2015, Parliament will be dissolved and the pre-election purdah will commence – no new legislative changes will be made until Parliament is recalled after the election on the 5 May.

A family friendly year
In the most significant legislative change of 2015 and the most widely publicised, with England rugby player Ben Foden fronting the government's awareness campaign, parents of any baby due on or after 5 April 2015 will be entitled to benefit from the new system of shared parental leave. The rules on who is entitled to SPL and the notification requirements are relatively complex, but the basic principle is that many parents will be allowed to share up to 50 weeks of leave between them in order to care for their child. Many employers are currently considering how they might structure pay arrangements for parents taking SPL, particularly, whether they will mirror any enhanced pay currently offered to women on maternity leave. In doing so, employers will need to take into account the potential for discrimination claims.

There will also be several changes to the rights of adoptive parents, including the removal of the requirement for 26 weeks' service before employees are entitled to adoption leave, introduction of a right to paid time off for adoption appointments (including protection against dismissal and detriment in relation to that time off) and an extension of adoption leave to those who are "fostering for adoption".

Finally, the right to unpaid parental leave will be extended to parents of any child under the age of 18 (currently this is only available to those with children under 5 unless the child is disabled).

Personal services
Measures introduced under the Finance Bill 2014 aimed at combatting false self-employment through personal service companies will come into force on 6 April 2015. Employment agencies will have to keep records and file quarterly returns giving details of any workers from whom tax has not been deducted and the reasons for that non-deduction. The first such returns will be due by 5 August 2015.

Holidays (again)
Following yet another controversial decision on calculation of holiday pay at the end of last year and in an attempt to limit costs for businesses and increase certainty for employers, the Government has announced that any claims brought after 1 July 2015 for non-guaranteed overtime to be included in holiday pay will not be permitted to look back further than two years.

An even more family friendly end to the year
In the Autumn, the government plans to introduce a new tax-free childcare scheme under which working families will be able to claim back from the state 20% of qualifying childcare costs for children under 5. This will replace the current childcare voucher scheme, although there will be some transition between the two for those who currently claim childcare vouchers. Since employers will not be directly involved in the scheme, it will not involve any salary sacrifice element, which means that the National Insurance Contributions savings currently enjoyed by employers and employees will not arise. Full details of the scheme have yet to be finalised.

Stephenson Harwood news

Deal highlights

We are currently advising Woodford Investment Management LLP on the launch of Woodford Patient Capital Trust plc (the Trust), the investment manager's second fund following the highly successful launch of the CF Woodford Equity Income Fund last year. The Trust is targeting an issue of £200 million by means of a placing and offer for subscription of ordinary shares.

Prior to this, we advised Patagonia Gold Plc on its proposal to raise up to approximately $13.7 million by the way of an issue of up to 193,963,930 new shares at a price of 4.5 pence per share. The fundraising has been structured by way of a subscription and an open offer to existing shareholders and is conditional upon the approval of the independent shareholders in respect of the participation in the fundraising by an existing concert party (in accordance with the whitewash requirements of the Takeover Code).

We also advised finnCap on the admission of The People’s Operator Plc to the AIM market of the London Stock Exchange; incadea plc, a leading provider of enterprise software and services to the global automotive dealership industry, on its sale for £122 million in cash to NASDAQ listed Dealertrack Technologies, Inc; and long standing client BTG Plc, a specialist healthcare company, on its acquisition of PneumRx Inc, a growing interventional pulmonology business, for an initial cash consideration of $230 million and up to $245 million in performance-related future milestone payments.

Other deals we have advised on include our Stephenson Harwood (Singapore) Alliance advising GDF Suez on the acquisition through its wholly-owned subsidiary, Cofely South East Asia of Keppel FMO, a wholly-owned subsidiary of Keppel Infrastructure Holdings and also advising new client, Corporation Service Company, a Delaware-based global leader in providing digital brand services to brand owners, on its acquisition of the IP Mirror group.

Stephenson Harwood was recently highlighted as one of the firms to have advised on the highest number of issuer-side mandates in 2014, and has grown its AIM practice significantly in the past year, meaning it is now fourth out of all UK law firms in terms of total number of AIM clients. We have also been ranked 4th in the London legal advisor rankings (for volume of deals) in the Experian European IPO Transactions 2014 tables.

We have most recently been shortlisted for 'legal team of the year' in the WealthBriefing European Awards 2015. We have also won a number of awards including; Rail finance firm of the year - Global Transport Finance Awards 2014; Transport Law Firm of the Year - Legal 500 2014; Civil and Commercial Litigation Law Firm of the Year, Hong Kong - Finance Monthly Global Award 2014; Regulatory Litigation Team 'Law Firm of the Year' - Operational Risk & Regulation Award 2014; and Exclusive winner of the Asset Finance category for Singapore - ILO Client Choice Awards 2014.



Ben Mercer

Ben Mercer

T:  +44 20 7809 2230 M:  +44 7919 402 344 Email Ben | Vcard Office:  London

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