Caroline Graham

Caroline advises private equity investors, management teams and founders on acquisitions, buyouts, equity participation and investment rounds, including due diligence, warranty and disclosure processes, and complex cross-border transaction structures.

• 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.

Caroline advises on domestic and cross-border acquisitions and disposals, acting for buyers, sellers and founders on share and asset sales, reorganisations, vendor due diligence and post-transaction corporate structuring.

• 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 option holders 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.
• Numerous early-stage, start-up, joint venture and collaboration projects including advising on shareholders’ agreements, service agreements etc.

Caroline advises on domestic and multinational corporate reorganisations, including group restructurings, CGT and tax-planning structures, cross-border mergers, share capital reorganisations, and the implementation of global IP, principal and financing structures.

• 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.

Caroline advises companies and industry bodies on governance, constitutional and structural matters, including the establishment of innovative corporate vehicles and governance frameworks for trade organisations and specialist business models.

• 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.

Caroline advises investors, entrepreneurs and early-stage companies on fund-raisings and investment structures, including seed to Series B rounds, long-term incentive plans, equity arrangements and related commercial and corporate matters.

• 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.