Sarah is a specialist in international corporate reorganisations, solvent corporate restructuring and governance, advising multinational and domestic clients within a wide range of industries.
She has over 25 years’ experience of leading legal workstreams and working as part of multidisciplinary and integrated teams supporting her clients through each phase of their projects from inception to post-implementation. Her technical specialism is in European and UK company law.
Expertise
International Business Transformation
- Redomiciliation
- Topco structures
- Operating model changes
- HQ transfers, back office
- Centralization
- Decentralization
- New markets
- Territories
- Downsizing
- Managed exits
Corporate Reorganisations
- Corporate simplification
- Reserves planning
- Intra-group financing
- Branch
- Subsidiary structures
- Carve outs
- Post-deal integration
Corporate Governance
- Revising complex constitutions
- Stakeholder engagement mechanisms
- Parent and subsidiary decision-making processes and delegations
- Effective decision making
- Compliance with fiduciary duties within corporate groups and board induction
Experience
Retail and Consumer
- Advised over a 3-year period a well-known multinational group which was downsizing its operations as it transitioned into the ownership of the PPF, comprising company and corporate governance advice across a range of issues, due diligence and commercial advice in over 20.
- Advised a Brazil-parented US-listed cosmetics group over a 4-year period on a range of business reorganisations under which its IP was transferred from the US to the UK involving the transfer of overseas operations in 18 jurisdictions to a new holding company together with a series of subsequent projects to restructure their intra-group financing.
- Advised a US multinational consumer and industrial products group on an intra-group reorganisation in 5 territories to provide a tax-efficient funding for a major $2bn acquisition.
- Advised the European Board of a well-known consumer products group on the implications of the parent company going into Chapter 11 US Bankruptcy Code and the implications for its defined benefit pension scheme, management of wrongful trading risks and the phased wind-down of its European operations over an 18-month period.
- Advised on appropriate corporate and governance structure for an international not-for-profit body to develop best-practice business standards in the international jewellery supply chain from sourcing precious metals through to retail operations.
- Advised an international supermarket chain on a range of intra-group financing projects, corporate simplification and post-deal integration.
- Advised an international food business on the restructuring of its supply chain involving the establishment of and transfer of operations to a new head office in Switzerland, design and implementation of its new governance structure, corporate simplification, due diligence and intra-group contracting.
Food & Beverage
- Gap analysis and advice to the Company Secretary and General Counsel of an international FTSE 100 food business group on legal issues and risks arising from operating centralised and virtual decision-making processes which diverged from the group’s corporate structure.
- Advised an international supermarket chain on a range of intra-group financing projects, corporate simplification and post-deal integration.
- Advised an international food business on the restructuring of its supply chain involving the establishment of and transfer of operations to a new head office in Switzerland, design and implementation of its new governance structure, corporate simplification, due diligence and intra-group contracting.
Hotels, Hospitality and Leisure
- Redomiciliation of a Panamanian parented hotel group by transfer of seat to Luxembourg, conversion to a Societas Europaea and transfer of seat to the UK.
- Advised a US listed international travel group developing a new operating model for the restructuring of its “go to market” strategy for its brands and the rationalisation of its on-the-ground sales operations to facilitate more platform-based and centralised sales in 11 jurisdictions.
- Advised a well-known airline on a post-deal integration project involving combining two airlines by way of a complex business transfer within a single entity with associated new corporate, funding and governance structure in order to achieve cost efficiencies and improved corporate governance.
- Corporate and governance advice and board support over a 20-year period to a “not for profit” company limited by guarantee which operates as a membership group for luxury hotels.
- Advising a hotels and pubs group on an entity reduction programme following its exit from a number of jurisdictions.
Energy and Natural Resources
- Pre-IPO intra-group international reorganisation of an energy trading business involving entities in Argentina, Netherlands, Spain, Switzerland and Austria.
- Advising a listed FTSE 100 energy group on new structures for subsidiary governance and decision making to manage key risks effectively and improve quality of decision making.
- Advising a PE-backed European green energy group on a complex programme to eliminate over 100 dormant companies involving numerous reductions of capital, distributions and dissolutions.
- Post-deal integration project for a Far Eastern energy group.
- Advising a listed energy group on the intra-group restructuring of its international joint venture interests.
Financial Services
- Advised on the establishment and operation of a not-for-profit body to operate a voluntary dispute resolution scheme for SMEs to implement the recommendations of the Walker Review 2018 in the banking sector.
- Advised UK banking trade body on the early stages of a project to improve access to cash in remoter areas of the UK in the light of the reduction of bank branches, considering in particular options for the establishment of its preferred corporate, governance and contracting structure.
- Carried out a feasibility study on the means of converting a UK banking subsidiary into a branch of its parent including use of the SE and analysis of the interrelationship between Part VII FSMA and the 10th Company Law Directive.
- Advised a global banking group on the feasibility and implementation of a project to rationalise the provision of intra-group back-office services by centralising these operations into a single company with branches across Europe.
- Advised on establishing a UK hub for the international expansion of a South American bank.
- Advised an international inter dealer broking group on a programme to eliminate over 150 commercially dormant entities involving numerous waivers of inter-company debt, capital contributions, reductions of capital and distributions.
- Several feasibility projects assessing the benefits of European branch conversion in the asset management sector.
- Several feasibility projects to consider redomiciliation of bank holding companies pre-Brexit through use of the SE.
Healthcare and Life Sciences
- Advised a Japanese listed pharmaceutical group on the cross-border merger of one of its UK subsidiaries into a Dutch Newco pre-Brexit and the consequent transfer of some of its The merger of the operating company was one of the largest ever undertaken in the UK using the cross-border mergers legislation.
Automotive
- Advised on a multi-disciplinary feasibility project for a US multinational automotive client to determine its optimum operational, tax and legal structure in Europe including employment, commercial, IP and corporate advice.
Telecoms
- Advice to a Bahamian, US and Euronext listed telecoms group on its redomiciliation to the UK by way of a scheme of arrangement.
Public, Charity and Not-for-profit Sectors
- Advised on a national project involving the introduction a new corporate structure for an existing national traffic enforcement scheme operated by the police which included consideration of public procurement, charity law, FOI issues as well as company law.
- Advised the Government of an EMEA country on the legal regime for the development of an International Finance Centre involving comparative analysis of corporate law and with French lawyers and the drafting of a new corporate code.
- Advised the HM Government on a review of the administrative burdens of business under a range of corporate and commercial legislation (comprising 600+ statutes).
- Advised the EU Commission on a review of corporate governance codes across Europe.
- Advising an educational charity on ways on which it could simplify its existing highly complex corporate and governance structure, involving an assessment of how best to simplify decision making and improve stakeholder engagement and adapt its existing constitution.
Germany
- Advised on a transfer of seat of a non-trading company within a hospitality group by way of a Societas Europaea from Germany to the UK involving a domestic merger into an SE in Germany and re- registration into the UK.
- Advised an international insurance broking client on the conversion of its European broking operations to a branch structure involving implementation of cross border mergers into the UK over a 2-year period from France, Netherlands and Germany under the 10th Company Law Directive on cross-border mergers and a business transfer from Belgium.
Recognition
Recognised in The Legal 500 2024 as a Leading Individual for International Business Reorganisations
Recognised in The Legal 500 2021 and 2022 as a Leading Individual for International Business Reorganisations
Member of the editorial committee of the Bloomsbury International Company and Commercial Law Review until 2014
Editor and main author of A Practical Guide to the Companies Act 2006 published by CCH in October 2008 and 2010 (1st and 2nd editions)
Member of the Company Law sub-committee of the ICAEW until 2014
Career
Sarah qualified as a solicitor in 1983. Prior to joining Keystone Law in 2023, she worked at the following firms:
- EY
- PwC Legal
- Clifford Chance
- Stephenson Harwood