Representing U.K. and Australian companies and individuals in cross-border mergers and acquisitions, corporate finance, banking and commercial matters, we help U.K. and Australian clients feel at home when doing business in the United States. Born and raised in England, with an LLM from London University and LLB from Tel Aviv University and decades of law practice in the U.S., Raphael Grunfeld heads the team specializing in U.K. and Australian business. Drawing upon our rich international background, we explain U.S. laws and customs to our U.K. and Australian clients in their own jargon and point them to equivalent concepts in their own legal systems, giving them peace of mind when navigating unchartered waters.
We advise U.K. and Australian clients in a wide range of matters from cross-border M&A or IPO exits, private placements, third-party equity or debt financing, credit facilities and reorganizations down to commercial agreements, the incorporation of U.S. subsidiaries as well as investment adviser, broker dealer, litigation, bankruptcy, real estate, IP, tax and trust & estates matters.
We also provide our U.K. and Australian clients ongoing legal services relating to real estate leases, employment and separation agreements, and equity compensation plans. Our U.K. and Australian clients include manufacturing, media, pharmaceutical, education and human resources businesses from the U.K., Australia and Singapore conducting operations in the U.S., as well as technology and software companies from those countries that service a multitude of sectors.
U.K.-based companies with shareholders in the U.S. rely on our counsel in schemes of arrangements, rights issues, tender offers, and U.S. private placements alongside main market or AIM listings on the London Stock Exchange.
Representative Matters
Mergers & Acquisitions:
3tc Holdings Ltd.: Represented the majority shareholders of 3tc Holdings Ltd., a U.K. emergency software services company, in the sale of the company to a U.K. affiliate of Motorola Solutions Inc.
A U.K. Company: Represented a U.K. company in the U.S. aspects of a 15% holding in a U.K. company, which in turn held positions in 16 Delaware companies.
A U.K. Restaurant Chain: Represented a U.K. company in the proposed purchase of a U.S. restaurant chain.
An Australian National: Represented an Australian client in the purchase of Class A common stock in Rivian Automotive, Inc.
BBRG Finance (UK) Ltd.: Represented BBRG Finance (UK) Ltd. in the U.S. aspects of an intercompany reorganization involving a debt-for-equity exchange.
Steamforged Games Ltd.: Represented Steamforged Games Ltd., a U.K. company, in the purchase of the assets of a U.S. video game manufacturing company.
The Wombaticus Investment Trust: Represented Wombaticus Investment Pty Ltd., an Australian entity, in connection with the U.S. aspects of a contemplated investment in a Broadway-focused investment fund.
W K Webster Ltd.: Represented W.K. Webster Ltd., a U.K. marine and transit claims management firm, in the U.S. aspects of its sale to an affiliate of NYSE-listed Arthur J. Gallagher & Co.
Wacoal Europe: Represented Wacoal Europe, a U.K. company, in the U.S. aspects of its acquisition of Bravissimo Ltd.
Cappfinity Ltd.: Assisted Cappfinity Ltd., a U.K. employee assessment solutions company, with the purchase of intellectual property assets from a U.S. company.
Conversocial Ltd.: Represented Conversocial Ltd., a U.K. customer service software company, in its acquisition of a U.S. messaging platform company.
CRF Health Group Ltd.: Represented CRF Health Group Ltd. and its U.S. affiliate in the acquisition of a U.S. health monitoring technology company.
DEM Solutions Ltd.: Represented DEM Solutions Ltd., a Scottish company, in the U.S. aspects of its sale to a U.K. subsidiary of a global technology company.
Lucid Group Communications Ltd.: Represented Lucid Group Communications Ltd., a U.K. healthcare communications company, in its assessment of a U.S. acquisition opportunity.
Murgitroyd Group plc: Represented Murgitroyd Group plc, a U.K.-based international patent and trademark law firm, in the U.S. law aspects of its acquisition by a U.K. private equity firm pursuant to a scheme of arrangement.
Scotland-Based Company: Represented a Scotland-based company in the U.S. legal aspects of its purchase by a U.S. clinical-stage gene therapy platform company.
U.K. Company: Represented a U.K. company in the sale of its U.S. subsidiary to a U.S. purchaser.
U.K. Corporate Finance Advisory Business: Represented the majority owners of a U.K. corporate finance advisory business in the sale of interests in a U.S. affiliate and the related restructuring of inter-company indebtedness.
U.K. Investor Purchase of U.S. Company: Represented a U.K. investor in the acquisition of a U.S. technology services company.
Australian Matters:
Australian Pharmaceutical Company: Represented an Australian pharmaceutical company in connection with license agreements in the context of a proposed joint venture.
Brandon Capital Partners Pty Ltd.: Represented Brandon Capital Partners Pty Ltd., an Australian life sciences venture capital firm, in establishing its U.S. operations and in a fee dispute with a New York-based placement agent.
Kaplan Equity Ltd.: Represented Kaplan Equity Ltd., a Sydney-based asset management firm, in the U.S. aspects of its acquisition of Summit Water Holdings Pty Ltd.
Nucleus Network Ltd.: Represented Nucleus Network Ltd., an Australian clinical research organization, in a claim for unpaid fees against a U.S. drug company.
Photon Group Ltd.: Represented Photon Group Ltd. (ASX: PGA) in structuring a U.S. joint venture for market research activities.
Slater & Gordon Ltd.: Represented Slater & Gordon Ltd., an Australian global law firm, in the offering of its shares to U.S. shareholders pursuant to a dividend reinvestment plan.
Wasabi Energy Ltd.: Represented Wasabi Energy Ltd., an Australian public corporation, in the sale of energy assets to a U.S. joint venture partner.
Establishing Business in the U.S.:
Hybrid Circle Ltd.: Represented Hybrid Circle Ltd., a U.K. company, in connection with obtaining U.S. sales tax resale exemptions for buyers of products of its U.S. subsidiaries.
Cappfinity Ltd.: Represented Cappfinity Ltd., a U.K. company, in setting up a U.S. subsidiary and establishing its business in the United States.
NEF Holdings Ltd.: Represented NEF Holdings Ltd., a U.K. company, in establishing a U.S. subsidiary for the distribution of English teas through major U.S. retailers.
Odin Partners Ltd.: Represented Odin Partners Ltd., a U.K. company, in establishing a financial institution executive search business in New York.
Opitilead Ltd.: Represented Opitilead Ltd., a U.K. company, in establishing its business in the United States and negotiating service agreements with U.S. customers.
Retronix Ltd.: Represented Retronix Ltd., a Scottish semiconductor company, and its U.S. affiliate in matters relating to management, organization, and corporate governance of its U.S. business.
Tangerine Holdings U.K.: Represented Tangerine Holdings U.K., engaged in the sale of veterinary nutraceutical products, in establishing its business in the United States.
The American Associates of the Old Vic: Represented The American Associates of the Old Vic, instructed by The Old Vic, London, in connection with activities in the United States.
The Floow Ltd.: Represented The Floow Ltd., a U.K. company engaged in telematics solutions, in connection with establishing its business in the United States.
The New Millennium Group: Represented The New Millennium Group, a U.K. executive search firm, in establishing its U.S. operations.
University of St. Andrews: Represented the University of St. Andrews in connection with its activities in the United States.
Vuealta Ltd.: Represented Vuealta Ltd., a U.K. company, in expanding its business in New York City by establishing a U.S. subsidiary and drafting employment agreements.
Corporate Finance:
Cenkos Securities Ltd.: Represented Cenkos Securities Ltd. in connection with a proposed public offering of a U.S. company on AIM.
Investec Bank (U.K.) Ltd.: Represented Investec Bank (U.K.) Ltd. in the U.S. private placement of securities conducted concurrently with a London Stock Exchange offering.
MJ Hudson Group plc: Represented MJ Hudson Group plc in the U.S. law aspects of its admission to AIM.
Banking:
A U.K. Company: Represented a U.K. company in a loan from a commercial lender to its U.S. subsidiary.
Gozney Group Ltd.: Represented Gozney Group Ltd., a U.K. company, in a proposed General Credit and Security Agreement with a U.S. lender.
JSA Services Ltd.: Represented JSA Services Ltd. and its U.S. subsidiaries in a secured senior facilities agreement.
U.K. Heirs: Represented U.K. heirs in repatriating U.S. estate assets.
Barclays Bank plc: Represented Barclays Bank plc in the provision of credit facilities secured by U.S. collateral.
Cambrian Mining plc: Represented a U.K. subsidiary of Cambrian Mining plc in a £36 million loan facility.
Electrocomponents plc: Represented Electrocomponents plc in the U.S. aspects of an intercompany dividend declaration.
HSBC Bank plc: Represented HSBC Bank plc in a secured loan relating to the acquisition of U.S. property.
Incisive Media Ltd.: Represented Incisive Media Ltd. in a debt reorganization involving U.S. subsidiaries.
JP Boden & Co. Ltd.: Represented affiliates of JP Boden & Co. Ltd. in U.S. law aspects of a Barclays-led loan facility.
Lloyds Bank plc: Represented Lloyds Bank plc in the U.S. aspects of an overdraft facility.
Tyman plc:
- in connection with a refinancing pursuant to a £240 million multicurrency agreement with Lloyds Bank and the accession of its acquired subsidiary, Ashland, to the credit facility.
- in a loan by Fifth Third Bank to Amesbury Industries, Inc., a U.S. subsidiary of Tyman plc.
- in connection with the U.S. aspects of a £180 million credit agreement with Lloyds Bank plc.
- in a debt reorganization and dividend declaration involving U.S. subsidiaries.
Litigation:
A U.K. Company: Represented a U.K. company in connection with a potential fee dispute arising from an engagement letter with an investment bank.
A U.K. Director: Represented a U.K. director in connection with director liability relating to the sale of medical products manufactured by Japanese companies through U.S. subsidiaries.
A U.K. Vice President: Represented a U.K. vice president of a California-based public company in connection with SEC and U.S. Department of Justice investigations.
U.K. Company (Proposition 65 Defense): Defended a U.K. company against claims relating to alleged Proposition 65 violations in California.
U.K. Executive Search Firm: Represented a U.K. executive search firm in pursuing recourse in the United States for overdue fees.
Bankruptcy:
A U.K. Creditor: Represented a U.K. creditor in connection with asserting rights relating to The Weinstein Company following its bankruptcy.
Quercus Publishing plc: Represented Quercus Publishing plc in defending a clawback claim brought by the liquidating trustee of Borders Books.
U.K. Shareholders and Creditors: Represented U.K. shareholders and creditors in connection with the dissolution of a Delaware corporation.
Hedge Funds and Investment Management:
First Arrow Investment Management Ltd.: Represented First Arrow Investment Management Ltd. in connection with regulatory advice relating to investments in the United States.
Japan Commercial Property Company Ltd.: Represented a Jersey-incorporated, U.K.-managed closed-end fund in the sale of interests to U.S. investors.
Lodestone Global Natural Resources Fund: Represented Lodestone Global Natural Resources Fund in connection with registration with the National Futures Association as a Commodity Pool Operator.