Sam is a tax lawyer who advises on a broad range of UK and cross-border matters for public and private companies, funds, banks, private equity houses, high-net-worth individuals and management teams across a number of sectors. For over 20 years she has specialised in advising private equity houses and management teams on the tax aspects of deal and fund structuring.
Sam has extensive experience in corporate mergers, acquisitions and reorganisations, equity incentive arrangements, employment taxation, tax disputes, tax aspects of real estate transactions, corporate lending and bond financings.
Expertise
- Corporate mergers and acquisitions
- Locked box transactions
- De-grouping issues
- Warranty & indemnity insurance
- Management incentives
- Restricted and growth share arrangements
- Employment taxation
- Employee benefit trusts
- Residency issues
- Tax structuring
- Withholding tax advice
- Substance and beneficial ownership issues
- Corporate lending
- Private equity
- Qualifying asset holding companies regime
Experience
Mergers & Acquisitions
- Provided Averna Capital with corporate mergers and acquisitions tax advice on their primary buy-out of Study International Group.
- Provided BC Partners’ VetPartners Group with corporate mergers and acquisitions tax advice on their divestment of certain businesses necessary to comply with undertakings given to the CMA.
- Provided PAI Partners’ Compleat Food Group with corporate mergers and acquisitions tax advice on their acquisition of Wright’s Pies.
- Provided EDP Renewables with corporate mergers and acquisitions tax advice on their €800 million pan-European windfarm sale.
- Provided ASX-listed Iress with corporate mergers and acquisitions tax advice on their acquisition of market data provider QuantHouse.
Management Incentives
- Designed a growth-share long-term incentive arrangement for a multi-jurisdictional software business.
- Provided KPMG’s UK restructuring division spin-out, Interpath, with tax advice on their management incentive plans.
- Designed a “Euros at Work” management incentive plan for Asterion Industrial Partners.
- Advised Penta Capital on their UK private equity fund incentive arrangements.
- Established a “B share” scheme and EMI (enterprise management incentives) plan for a Goldman Sachs spin-out client.
- Advised an ASX-listed client on their UK share offer under a global restricted share and employee share option plan.
Tax Structuring
- Provided employment tax and residency advice to a UK-based hotels group with internationally mobile employees.
- Provided well-known bank lenders, as well as sponsored borrowers, with tax advice on variations to the standard LMA provisions in senior facilities agreements.
- Provided a global power company with cross-border tax structuring advice regarding their different groups redomiciling in or leaving the UK.
- Advised Capital Dynamics on the tax structuring of various European and global investments by their multiple funds.
- Advised a UAE-based family on the tax structuring of their investments in UK real estate.
- Provided withholding tax and residency advice to a multi-jurisdictional private equity-sponsored clean energy group.
Please note: The experience list above may include examples of work completed prior to joining Keystone Law.
Career
Sam qualified as a solicitor in 2001. Prior to joining Keystone Law, she worked at the following firms:
- Milbank
- Dickson Minto
- King and Wood Mallesons