Proskauer Rose LLP

The firm: Proskauer has more than 800 lawyers across 11 offices worldwide. We are constantly and strategically strengthening our core practices and industry offerings ensuring that we continually innovate to meet the needs of the markets we serve. We are laser-focused on delivering outstanding client service. Proskauer’s London office is built to serve asset managers across service lines, as well as growth companies and family-backed businesses seeking to access private capital. We have built a tightly integrated, high-performing team, working with the most active players in the market. We are a go-to firm for asset managers, including private fund sponsors, sovereign wealth funds, investment banks and privately held and publicly traded operating companies.

The firm is commercially focused, with a robust entrepreneurial spirit running throughout its teams and work. This enables Proskauer both to fully understand the challenges facing clients and to take a business oriented approach to any client matter.

Proskauer’s London office offers both UK and US legal advice locally, with extensive experience in UK and European market practice. The office has a global reach, drawing on the firm’s capabilities in the US, Europe, Asia and Latin America as required and is particularly strong in complex cross-border transactions.

Main areas of practice
Transactional
Private investment funds: Fund formation, secondary transactions (buy-side and sell-side), GP-led transactions, continuation funds, fund restructurings, primary investments.

M&A and private equity transactions: Acquisitions and disposals, co-investments and JVs, fund M&A/GP stakes, spin-outs, portfolio and investment management, growth equity investments, take privates, complex carve-outs, IPOs, recapitalisations, the equity aspects of distressed situations.

Private credit: Private credit transactions, including senior and unitranche loans; first out/last out debt; second-lien loans; mezzanine or subordinated debt; complex intercreditor arrangements; mixed unitranche and asset-based lending structures; holdco PIK facilities; preferred equity investments; equity kickers and co-investments.

Fund finance: Secured and unsecured subscription/capital call facilities; revolving credit facilities; NAV facilities; hybrid facilities; warehouse facilities; GP, management and co-investment facilities.

Capital markets: NY-qualified team for cross-border related matters. The team bridges US terms and concepts into European deals. IPOs, follow-on and secondary offerings, block trades, rights offerings and offerings of convertible and exchangeable bonds; SPACs, PIPEs, public M&A and international corporate transactions.

Strategic advisory
Restructuring and insolvency: Alternative capital financing, stressed and distressed situations; restructurings; restructuring of “clubbed” and syndicated credits and preferred equity investments; recovery strategies; real estate and asset financing; public to private financing; secured syndicated corporate lending.

Privacy/cybersecurity: Non-contentious GDPR work (data protection); parental liability; managing strategic cyber crises.

Tax: US and UK taxation in a transactional and advisory context; high-end bespoke tax strategy and fund structuring; incentive tax structuring advice.

Employment: Counselling and training; hiring and terminations; executive compensation (incl. carried interest arrangements and other complex incentive arrangements); regulatory constraints around remuneration; management of portfolio companies; establishment of policies and practices; restrictive covenants, confidential information and team moves; conduct rules and associated disclosure and filing.

Contentious and regulatory
European regulatory: Financial services regulatory work; regulatory and marketing aspects of fund formations; regulatory aspects of strategic acquisitions and dispositions; complex consumer credit and FinTech regulatory issues; queries relating to the regulation of Crypto assets and digital tokens.

International disputes: Fund disputes, disputes in or with portfolio companies and all related issues, whether that is restrictive covenants and team moves, defamation or shareholder JVs; IP/IT disputes; international arbitration.

Antitrust, competition and compliance: Regulatory clearances for cross-border M&A; antitrust litigation; CMA and other EU authority investigations (including EC); competition law related disputes and investigations. International trade, compliance (including anti-bribery and anti-corruption advice), foreign direct investment, regulatory and sanctions advice.

Key industry verticals
Technology: Technology-focused fund formations, growth capital investments, standalone IP licensing/software allotment, outsourcing agreements, JV agreements, commercial contracts, strategic transactional advice, data transactions and related disputes.

Financial services: Fintech, insurance/Insurtech, payments and wealth management; challenger bank deals; regulated M&A.

Real estate and hospitality: M&A, management agreements, mixed-use development, distressed situations and all aspects of real estate holding and development.

Sports (including betting and gaming): Transactions, negotiations and litigations, including joint ventures with strategic partners, private equity investments, stadium and arena development projects and financing transactions.