The lawyers in our global private equity practice draw on the extensive experience of the firm in advising on securities, tax, finance, ERISA, labor, antitrust, environmental and other laws to structure, negotiate and close complex private equity transactions efficiently. Our cross-practice teams are led by a global team of seasoned lawyers with extensive experience of representing private equity sponsors, management teams, institutional investors, banks and other financial institutions and portfolio companies. Each of our offices has the necessary experience to lead private equity transactions and to provide resources to support our other offices where a cross-jurisdictional approach is required.
Clients frequently seek our counsel to help devise creative solutions to finance transactions. Our finance lawyers are well versed in the negotiation of the multiple layers of senior debt, high-yield debt and mezzanine debt that are used to finance private equity transactions, and they understand the dynamics of the various relationships in the capital structure. They also are accustomed to creating post-acquisition capital structures, such as securitization facilities, that are used to refinance acquisition capital.
We also have a leading Global Investment Funds practice with a thorough understanding of the current private equity fund-raising marketplace. In 2008, Mayer Brown ranked in the top five of the “most active law firms by number of funds,” according to the 2008 Dow Jones Private Equity Analyst survey.
Our extensive transactional experience, coupled with an understanding not only of the legal issues but also of the structuring requirements and regulatory environments affecting our clients, allows us to coordinate each tier of the capital structure to achieve our clients’ financial goals, management incentives and exit strategies.
Our transaction experience extends across industries, such as infrastructure, technology, life sciences, health care, food and beverage, chemicals, consumer products, energy, real estate, franchising, communications, insurance, manufacturing, distribution, telecommunications and business and financial services.
For sponsors seeking to create value by acquiring troubled businesses as going concerns or select assets of troubled companies, we offer the experience of a legal team that regularly represents funds specializing in distressed transactions.
Complementary Practices
Our private equity transactions practice draws upon the experience of the following Mayer Brown practices:
Finance. Our finance lawyers represent many of the most active banks, financial sponsors and other lenders that provide bank debt and high-yield financing in leveraged buyouts, recapitalizations, restructurings and other change-of-control financings. Our finance attorneys represent borrowers and lenders in debt financing and restructuring transactions, including structuring and negotiating senior and subordinated debt facilities in connection with leveraged transactions, and representing borrowers and lenders in workouts and insolvency proceedings. We take pride in our ability to provide creative, market-driven and practical financing advice to our clients. We consistently rank highly in the LSTA league tables for both lender and borrower representations. Legal 500 USA 2007 stated that the firm is “well positioned to handle cross-border transactions and [has] capable finance lawyers in multiple jurisdictions.”
Tax. Our private equity team includes members of the firm’s tax practice. These lawyers provide tax planning and structuring advice in connection with private equity investments and dispositions, including advice to help management teams be motivated to achieve the best results in their portfolio companies and to develop tax-efficient acquisition structures. The team is frequently called upon to develop tax-efficient acquisition structures. The US-based tax practice is nationally recognized. Chambers USA 2008 describes the practice’s work as of “extraordinarily high” quality.
In addition to our US tax team, we have skilled tax lawyers in the United Kingdom, France and Germany who are experienced in private equity investments and fund formation and who, in combination with our trusted network of top-tier tax advisers in other European countries, give us seamless tax capabilities across Europe. In fact, the July 2008 issue of France’s Magazine des Affaires ranked the firm’s French tax practice as the second leading tax practice in France for private equity transactions. Our experience in China is comprehensive, and with this knowledge and understanding of the region our lawyers are able to combine regulatory, tax, customs and foreign exchange considerations to create practical solutions for achieving clients’ business objectives. Specifically, our China tax team frequently advises clients regarding foreign direct investment, mergers and acquisitions, supply chain management models and private equity investment. We assist foreign investors in designing tax- efficient holding and operating structures for their China investments.
Employment. Management compensation and other issues arise in virtually every private equity transaction and can be among the most contentious aspects of complex acquisitions and exits. The firm’s employment and executive compensation lawyers offer an in-depth understanding of ERISA, VCOC, pension (including the implications of PBGC controlled group rules), benefits and personnel issues, and they can create effective executive retention and incentive programs and executive employment arrangements, including share option plans, restricted stock plans, stock appreciation rights and similar incentive programs. We were won “Employment law firm of the Year” from the Asian Legal Business Hong Kong Law Awards (2008) and ACQ Country Law Award (2008, Hong Kong).
Investment Funds / Fund Formation. The Global Investment Funds practice regularly handles a wide range of global private investment fund matters, from the formation of multibillion dollar funds with global investors to the review and negotiation of fund terms for institutional investors. Mayer Brown ranked in the top five of the “most active law firms by number of funds,” according to the 2008 Dow Jones Private Equity Analyst survey. We bring a coordinated, interdisciplinary approach to our private equity funds as we advise them on their formation, capital raising and operations activities. In that context, we also advise on such issues as compliance with the tax and other requirements applicable to foreign investors, ERISA and government plans, small business holding companies, regulated investment companies, endowments and other tax-exempt investors, bank holding companies, insurance companies and other regulated investors.
Mergers and Acquisitions. Mayer Brown represents a broad spectrum of public and private companies, including many Fortune 500 and FTSE 250 companies, as well as private investment and leveraged buy-out firms, joint ventures, individuals and institutional investors in connection with mergers, acquisitions, divestitures, joint ventures and strategic alliances. The firm has more than 300 lawyers in its Corporate and M&A practice. Chambers USA 2008 states that the practice “has depth, and talent within the depth – the work is of a very high quality,” while attorneys are “easy people to deal with, with good client skills.” Additionally, Chambers states that “clients value the ingenuity with which it puts together the most expansive transactions.” Our London Corporate Group has been ranked as the “No. 1 corporate team” for its market size by Chambers UK, which calls the group “a collection of strong individuals with a flourishing practice.” Chambers UK 2008 stated that Mayer Brown’s “London office is definitely proving a useful stepping stone to the European market.” In Asia, we were awarded the “M&A Deal of the Year – 2007” at the Asian Legal Business Awards.
Chambers Europe 2007 stated that the Paris office “brings together an in-depth knowledge of the French corporate environment with the resources and expertise of a major US law firm, to provide specialized advice on domestic and cross-border transactions.” Clients in Chambers Global 2007 praised the team’s European credentials, noting the firm’s capabilities in France and Germany. Legal 500 USA 2008 stated that Mayer Brown lawyers are “a collection of some of the best minds available on the particular subject, who will tear up the book to get your deal done.”
International Reach
The worldwide focus and scope of our practice is built upon Mayer Brown’s founding US, Asia and UK firms, each of which began more than a century ago. The international reach of our Corporate practice was significantly enhanced by our merger with JSM (formerly Johnson Stokes & Master) in January 2008.
JSM is a leading Asian law firm with 300 lawyers and a network of offices across China, Thailand and Vietnam and has been named Hong Kong Law Firm of the Year for the past eight years by various leading legal publications, including International Financial Law Review, Asian Legal Business and Who's Who Legal. In 2008, JSM was named “Regional Firm of the Year” at the IFLR Asian Awards. Mayer Brown JSM lawyers regularly advise on corporate transactions in China, Thailand and Vietnam. Our expanded presence in Asia further sets Mayer Brown apart from our competitors as we win significant mandates in Asia based on our US/EU/Asian presence and the integrated teams we can offer.
Our global presence is further enhanced by independent alliances with Ramón & Cajal, a Madrid-based law firm, and with Tonucci & Partners, a Rome-based law firm with offices across Italy and in Romania and Albania. Our regional capability is further complemented by the lawyers of our independent alliance firm Jáuregui, Navarrete y Nader, one of the largest and most sophisticated corporate law firms in Mexico. Similar to the leading global businesses we represent, we capitalize on the cultural diversity of our lawyers. Our clients benefit from using lawyers who not only have a thorough knowledge of the legal system in which they are based, but also know the political, cultural and commercial influences likely to have an impact on the success of a transaction.
