Sam Coleman

Sam advises leading private equity firms, corporates, and international investors on the tax aspects of complex corporate M&A transactions, including multi-jurisdictional acquisitions, disposals, and regulatory-driven restructurings.

• 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.

Sam leads on the design and implementation of UK and cross-border management incentive plans, including growth shares, EMI schemes, and private equity arrangements for spin-outs, multinationals, and investment firms.

• 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.

Sam acts for corporates, funds, and high-net-worth families on complex tax structuring matters, including cross-border investments, fund structuring, residency issues, withholding tax, and employment tax for internationally mobile employees.

• 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.