Caroline is a corporate lawyer with highly regarded expertise in mergers and acquisitions, private equity transactions including management team investment structures, angel and venture capital investments (for investors and investees), and cross-border corporate reorganisations. With significant experience advising alongside tax advisers and accountants, as well as corporate finance advisers and brokers, Caroline acts for a range of clients including private companies, entrepreneurs, management teams and (on corporate reorganisations, in particular) multinationals and listed groups.
Caroline is the editor of leading textbook The Sale of Shares and Businesses, published by Sweet & Maxwell, and the author of the English law chapter of Corporate Reorganisations, published by Lexology Panoramic.
Expertise
- Buy-side and sell-side mergers and acquisitions
- Business and asset sales and purchases
- Private equity transactions, including advising investors, target companies and management teams
- Analytical legal due diligence and vendor assistance/preparation for sale
- Early-stage investments, including advising investors and entrepreneurs
- Complex technical company law
- Corporate reorganisations for tax and/or strategic planning, including:
- Share capital reorganisations including capital reductions, share buybacks and debt capitalisations
- Share and asset transfers
- Intra-group debt, finance and interest structures
- Multinational group structures
- Cash repatriation
Experience
Private Equity Transactions
- Acted for vendors on a £40m partial sale to the private equity investor of a global logistics company.
- Acted for a management team on a £10m debt-funded MBO of a UK-based manufacturing company, including advising on management equity participation and ongoing legal issues.
- Acted for a management team on a £100m leveraged private equity acquisition of a UK retail group, including advising on equity participation, warranties and disclosures, and leaver issues.
- Advised a management team on equity participation, warranties and disclosures, on a £200m secondary LBO, having advised the team on its prior MBO and IPO.
- Advised a management team on equity participation, warranties and disclosures on a £1bn+ secondary LBO.
- Global legal due diligence project for private equity investor on the acquisition of a multinational motor industry company.
- Advised numerous entrepreneur and founder teams in tech and other sectors on seed, Series A and Series B funding rounds.
Acquisitions & Disposals
- Advised a non-UK listed purchaser on the £3m acquisition of global manufacturing company.
- Advised a large privately held group on a complex pre-acquisition reorganisation and on a subsequent share-for-share acquisition by a UK listed buyer.
- Vendor due diligence on the disposal of a regional international airport.
- Acted for founders and optionholders on the £20m trade disposal of a tech start-up.
- Acted for the seller of 100% of the share capital of a specialist software development company for £14m.
- Advised the founder of a previously sold company on the reorganisation of the buyer group and the impact on his consideration shares.
- Acted for the sellers of a multi-home group of care homes specialising in mental health conditions including dementia.
Corporate Reorganisations
- Implementation of CGT rate-management structures for individuals anticipating business or share disposals.
- Advised on the global reorganisation of large defence manufacturer including restoration of a subsidiary company to the register, cross-border mergers of subsidiaries, and dissolution of the intermediate holding company.
- Implementation of a global IP structure for a multinational group.
- Implementation of a global principal structure for a multinational energy company.
- Numerous domestic and multinational group reorganisation projects. including debt, equity and asset structures.
Governance
- Advised the British Beauty Council, the national representative body for all aspects of the hair and beauty industry, on all aspects of its structure and governance.
- Advised on an innovative corporate vehicle structure for holding open source software.
Investment
- Advised Spike Global on successive fund-raising rounds and LTIP arrangements.
- Acted for BeautyMART on incorporation, successive fund-raising rounds and ongoing commercial and corporate issues including concession arrangements with Harvey Nichols and Top Shop, trade mark registration and acquisition of domain name.
- Acted for Brandstand Communications Limited (beauty sector-focused PR agency) on all commercial and corporate issues including equity-for-fees arrangements with its clients.
- Advised numerous start-ups and spin-outs on seed, Series A and Series B fundraising rounds.
Other
- Numerous early-stage, start-up, joint venture and collaboration projects including advising on shareholders’ agreements, service agreements etc.
Please note: The experience list above may include examples of work completed prior to joining Keystone Law.
Career
Caroline qualified as a solicitor in 1995. Prior to joining Keystone Law in 2010, she worked at the following firms:
- PwC Legal
- Dickinson Dees
- Herbert Smith