Introduction to Halliwells Corporate Group.

1. Corporate Group
An Introductory Guide from Halliwells’ Corporate Group

2. 02
Our lawyers combine legal expertise and market
knowledge with an understanding of your business
to deliver advice which is constructive, practical and
cost-effective.

3. 03
Corporate Group Market recognition:
Halliwells’ Corporate Group advises a broad range • UK Top 30 and Top 100 Europe law firm
of corporate and institutional clients through teams
• fastest growing UK Top 50 law firm 2006 and 2007
based in each of the firm’s offices in Liverpool,
London, Manchester and Sheffield. The group’s • shortlisted for Law Firm of the Year –
commercial approach and ability to respond quickly The Lawyer Awards June 2006, achieved third
to opportunities has helped its clients to achieve place in finals
considerable success.
• AIM Lawyer of the Year 2005 (second place 2006)
Whether you are an institution or a corporate, we
• ranked number one Corporate Law Firm 2007
have in-depth experience across a wide range of
and 2008 – Insider
sectors. Our lawyers combine legal expertise and
market knowledge with an understanding of your • ranked number two UK Legal Adviser to AIM
business to deliver advice which is constructive, companies 2007 – Growth Company
practical and cost-effective.
Our experience covers a wide range of transactional
and advisory work including acquisitions and
disposals, takeovers, flotations, private equity
investments, debt deals, corporate tax advice and
employee incentive arrangements.
The strength of our corporate practice makes us
a substantial force in the legal market. We work
with both national and international clients in the
increasingly global business community.
Halliwells has an enviable track record of
working with leading corporates, institutions
and entrepreneurs in fast moving environments
to close deals on time and on budget.
A number of the partners within the Corporate
Group are amongst those very few lawyers in the
UK who have gained the prestigious Corporate
Finance qualification from the Institute of Chartered
Accountants in England and Wales.
The qualification draws on the experience of
the ICAEW’s Corporate Finance Faculty,
Europe’s largest network of professionals in
corporate finance. It focuses on corporate finance,
is truly global in perspective, and is targeted at
industry leaders.
Corporate Group

4. 04
We are known for our pragmatic approach
and will work with you to secure the best
business solution – enabling you to achieve
your corporate objectives.

5. 05
Our Approach Our Approach to Fees
Our approach focuses on assisting our clients We adopt an open and transparent approach to
to achieve their business objectives through an our fees, and always agree these in advance with
understanding of their strategic requirements. We our clients. For many corporate transactions we will
do this by building close working relationships with agree a fixed fee as this approach is most popular
our clients to become a trusted adviser. We provide with clients and provides certainty on cost. We are
a partner-led service, meaning that you have day to always willing to discuss and agree alternative fee
day access to our leading lawyers. The result of this structures depending on your requirements.
is a high level of client satisfaction and loyalty.
Our fee structures will provide you with fees
We are known for our pragmatic approach and will which are clear and budgeted specifically to the
work with you to secure the best business solution requirements of your deal.
at a certain cost – enabling you to achieve your
We staff each deal according to the input required.
corporate objectives. In short we offer:
This ensures you obtain the best value for money
• a balance between specialisation and broader whilst guaranteeing that you always receive the
legal knowledge, providing expert advice quickly highest quality advice.
and with breadth of vision
• ready access to partners and senior lawyers
• open, pre-agreed fee structures ensuring that
you pay only for the work you need us to do,
all at a pre-agreed price
• a proactive service where we take ownership of
problems and develop solutions
• a results orientated culture committed to closing
deals on time and on budget
• market-leading business processes and project
management skills
• an innovative commercial approach with access
to cutting edge technology and facilities
• flexibility and willingness to adapt to new
challenges, differing legal environments and
changing commercial realities
This enables our clients to focus on the key financial
and commercial aspects of their deals and with
time to concentrate on the continued operation
of their own businesses. More importantly, our
approach increases the likelihood of transactions
being completed – the result all our clients and co-
advisers are working towards.
Corporate Group

6. 06
An increasing amount of our M&A work involves multiple
jurisdictions. Our M&A team has a wealth of experience
in overseas deals and the unique skills required to close
complex, cross-border transactions.

7. 07
Mergers and Acquisitions Private Equity
Mergers and acquisitions (M&A) is the mainstay Our lawyers advise private equity houses on
of the work we do. We handle numerous M&A their investments throughout the UK as well as
transactions each year. Most involve either the management teams, corporate venturers and
strategic acquisition or disposal of subsidiaries the acquisition finance divisions of many leading
by corporates or the sale of private companies on banks. We also work with equity houses on the
behalf of private equity or family/owner-manager establishment of funds and in the structuring of
shareholders. We also have significant ‘Blue Book’ incentive arrangements for managers.
expertise and regularly advise on public company
The private equity team also works with equity
takeovers. Our support includes advice in relation
houses on exits, whether by trade sale, secondary
to the M&A process, negotiation of deal terms, due
buyout, flotation or refinancing. We understand the
diligence and co-ordinating the input of specialist
concerns of institutions regarding residual liability
groups of lawyers and other advisers.
and the obligations they have to their funds. Working
The Corporate Group draws on the expertise of closely with capital markets and acquisition finance
lawyers who are highly trained in specialist areas colleagues, we offer bespoke advice in relation to
of M&A work including real or intellectual property, possible IPO exits and debt arrangements.
human resources, pensions, and tax and regulatory.
We have a strong track record of advising on public
In addition, we actively project manage M&A
to private transactions, whether advising the target
transactions on behalf of our clients, not just the
company, private equity house, financial adviser,
legal process.
bank or management team. We utilise the skill sets
Our expertise includes: of our private equity, M&A and capital markets
teams to combine in-depth knowledge of the
• acquisitions and disposals
Takeover Code and all relevant UK listing rules with
• public company takeovers our broad experience of private equity and debt
• mergers and demergers funding arrangements.
• group re-organisations
• major projects, including joint ventures
An increasing amount of our M&A work involves
multiple jurisdictions. Our M&A team has a wealth
of experience in overseas deals and possesses
the unique skills required to close complex, cross-
border transactions.
We work with our own network of law firms throughout
the EU, USA and Asia-Pacific region to deliver a
seamless global service on cross-border deals.
Corporate Group

8. 08
Public equity markets are more complex and commercially
demanding now than ever before and clients need legal
advice that is innovative, concise and commercial.

9. 09
Capital Markets AIM
The capital markets team is experienced in all We are one of Europe’s leading legal advisers
aspects of the public equity markets in the UK on AIM flotations. In recent years we have been
and EU. We are one of Europe’s top five AIM legal independently recognised as AIM Lawyers of the
advisers and completely dominate this market in Year by Growth Company. We employ our extensive
the North of England. We advise on public equity experience of AIM to advise nominated advisers and
fundraisings, from pre-IPO, through to IPO and brokers as well as UK and international companies
secondary issues. seeking an AIM flotation.
Public equity markets are more highly regulated, Our expertise covers all sectors and we have an
complex and commercially demanding now than unrivalled level of understanding of the complexities
ever before and clients need legal advice that is of an AIM listing.
practical and incisive. Delivered with a thorough
understanding of the dynamics of the markets Tax and Employee Incentives
and informed by best practice, our advice
supports a range of clients in executing their Our specialist tax lawyers combine leading edge
strategies. We act for a domestic and international tax consulting with a broad commercial view of
base of quoted clients as well as institutional the transactions on which they work, ensuring the
clients including investment banks, corporate delivery of sophisticated and effective advice.
finance houses and brokers.
Our capital markets team works very closely
Corporate Tax
with its private equity colleagues to offer an Our tax team provides a full range of tax
alternative realisation of leveraged and consultancy and advisory services including:
development capital structures.
• domestic and international structuring
Our expertise includes: for mergers, acquisitions, demergers and
reorganisations
• IPOs/flotations (all markets)
• planning for property transactions including VAT
• secondary fundraisings
and stamp duty land tax
• private placements
Corporate Group

10. 10
Why Halliwells? About Halliwells
We: Halliwells is an award winning national law firm.
• take a practical and pragmatic approach to Consistently one of the fastest growing law firms
anticipating and solving problems in the UK, Halliwells is widely acknowledged as a
• identify key/time critical issues and deal with dynamic, modern organisation with a commitment
them proactively to the very highest standards of client service.
• have the ability to manage change rapidly The firm specialises in all areas of corporate law
and acts for a wide range of institutions and
• adopt an approach which maximises the success private and public companies on a national and
prospects of our clients’ deals international level.
• have an outstanding track record for delivering
As a business founded on client satisfaction,
results, on time, on budget
Halliwells is continually investing in its people
• have a proven history of closing deals for a wide and its processes.
range of corporates and institutions
Halliwells’ management team is committed to
• provide total price certainty through our bespoke strong leadership, business focus, engagement of
deal planning and budgeting capabilities people, open communication and sound financial
• can deliver a full legal service across the UK and management. This approach has been instrumental
globally through our international network in the firm’s accelerated growth.
In recent years, Halliwells has attracted some
of the UK’s very best lawyers – from both City
practices and leading regional players. This high-
profile lateral hiring has led to the firm significantly
increasing its market share.
Looking to the future, Halliwells remains committed
to an ongoing expansion strategy underpinned by a
commitment to excellence at every level.
Corporate Group

11. www.halliwells.com
Halliwells LLP is a limited liability partnership Halliwells LLP Tel: +44 (0)844 875 8000
registered in England and Wales under registered
number OC307980 whose registered office is at 3 Hardman Square Spinningfields Manchester M3 3EB
3 Hardman Square, Spinningfields, Manchester M3 3EB.
Fax: +44 (0)844 875 8001 DX 14317 Manchester 1
A list of members is available for inspection at the
registered office. Any reference to a partner in relation 1 Threadneedle Street London EC2R 8AY
to Halliwells LLP means a member of Halliwells LLP. Fax: +44 (0)844 875 8002 DX 98933 Cheapside 2
Regulated by the Solicitors Regulation Authority.
City Plaza Pinfold Street Sheffield S1 2GU
This brochure was published in April 2008 and is intended
only as a general guide. It should not be relied upon as a Fax: +44 (0)844 875 8003 DX 10525 Sheffield
substitute for taking advice in particular circumstances.
Before acting on anything contained within this publication, The Plaza 100 Old Hall Street Liverpool L3 9TD
please consult your usual Halliwells partner. Fax: +44 (0)844 875 8004 DX 14126 Liverpool 1
www.halliwells.com
Ref: Halliwells 0663/04.08