Corporate Restructuring

This area of practice has a broad scope and can often involve drawing upon the counsel of numerous specialists, in areas including corporate, tax, financial services and wider regulatory, litigation, real estate, employment and pensions, amongst others.

Our full service, integrated team have considerable experience and expertise in advising a wide variety of clients (including private investors, family offices, middle market operators and large multinationals) by identifying and presenting often novel, practical solutions to complex situations, offering a clear and concise explanation of potential risks and pertinent considerations so as to assist relevant decision makers in matters involving:

• streamlining or re-organisation of cross-border corporate structures (whether to optimise the effectiveness and substance of holding or operating companies or particular assets, and sometimes involving distributions and wider repatriation of assets out of a Gibco with and without availability of distributable reserves [including where tied-up as share premium, which is not directly distributable under Gibraltar law])
• contributions to, by or through a Gibraltar company
• intended transactions where there are potential tax impacts (whether in Gibraltar or elsewhere) depending on how these may be characterised or pursued
• circumstances where there are Gibraltar entities forming part of a Group that has or expects to file for Chapter 11 or other foreign bankruptcy proceedings
• wider insolvency situations
• financing aspects
• distressed debt scenarios
• exits, etc.

Some recent instances of our assistance in this sphere include:

• advising on the hiving-off of a Gibco top holding company (and all subsidiaries [and their assets and liabilities] beneath the same) as part of the Chapter 11 reorganisation of an offshore ultra-deepwater drilling company.
• a technical and extensive restructuring of an NYSE listed American manufacturing company, including carefully managed liquidation processes in light of potential Chinese indirect transfer tax considerations.
• a Gibraltar court-sanctioned share premium reduction (noting that, in certain circumstances, and subject to confirmation of the court, there may be some latitude and optionality regarding the repayment of reduced stated capital or share premium of a Gibraltar entity either directly as a return of capital/share premium or, in the alternative, its recharacterization as capital reserves allowing for potential future repatriation by way of distribution out of distributable reserves).

For more information, please contact one of the Corporate & Commercial team.