• Corporate Simplification: Case studies
Case study:

Corporate Simplification

13 April 2022

Corporate simplification FTSE listed international telecommunications group

TMT sector

Understanding the business issue

Engaged by the group for over 15 years for corporate simplification  and global services operations.

Outcomes delivered

Over 200 companies liquidated to date in UK and 25 other countries  across Europe, Middle East & Africa.

London office has coordinated and managed all the group’s simplification projects.

The most recent phase of 70 liquidations involved tax, accounting and valuations across the globe.


Corporate simplification for a global banking group

Financial services sector

Understanding the business issue

Engaged by the group for over 10 years to implement their rolling entity programme.

Outcomes delivered

In excess of 100 companies liquidated to date.

We have worked with the client to successfully resolve all issues identified.

A recently liquidated company involved required distributions totalling $2bn.
 


Tax demerger and subsequent solvent liquidations of cooperative, extraction of value for 1,500 members

Professional services sector

Understanding the business issue

This large mutual business with 1,500 members realised that it was unable to remain competitive and profitable in the long term and needed to restructure to provide the greatest value for members.

Outcomes delivered

The mutual was converted to a private limited company and a demerger exercise was employed to separate the trade and real estate to pursue a different commercial strategy and maximise the value of the two main assets.

The restructuring involved several techniques share for share, share capital reduction, distribution in specie, strike-off of dormant companies and the solvent liquidation of four companies.


Part VII transfer, cancellation of permissions and solvent liquidations for an insurance company

Financial services sector

Understanding the business issue

We advised this mutual insurance company on the wind down of its activities prior to and following a Part VII transfer of its insurance business.

Outcomes delivered

Members’ voluntary liquidation of the company and its subsidiary in Bermuda.

Worked with the company to close its premises, realise assets, including relics from the Titanic and made a substantial distribution to members.


s110 of a care home and hotel business

Residential care home and hotel sector

Understanding the business issue
A holding company in a group which mainly operated care homes, but also had non-care home activities, such as hotels and property development, wished to expand. Consequently, the decision was made to de-merge the non-care home activities, namely the hotels and the head office.

Outcomes delivered

To effect the de-merger in the most tax-efficient manner, a reconstruction of the group was undertaken using the members’ voluntary liquidation of a newly incorporated holding company and s.110 of the Insolvency Act 1986.

We worked closely with the group’s tax and legal advisors to successfully complete the de-merger and liquidation.


Incomplete records and closure support for a global charity

Not for-Profit sector

Understanding the business issue
Following the completion of a fund-raising event, this high-profile charity required advice on the wind-down and solvent liquidation of a UK subsidiary.

Outcomes delivered

Planned wind down to minimise any reputational risk.

Appointed liquidators in the solvent liquidation and worked with the charity and its legal advisers to adjudicate and settle creditors’ claims with funding from the charity.


Solvent liquidations of specialist chemicals and sealant manufacturing for circa 100 shareholders dealing with complex litigation

Manufacturing sector

Understanding the business issue
Management were considering options for the Group in terms of continuity and extracting value for the 400 shareholders. Discussions began regarding a potential sale of the subsidiary companies, a potential Members’ Voluntary Liquidation of the holding company in the event of a sale and how it might maximise the return to shareholders whilst Management were undertaking a sales process. 

Outcomes delivered

By working with Management and advisors in advance of the proposed sale, we were able to consider various matters associated with the sale, including potential litigation, to prepare for the Members’ Voluntary Liquidation.

During the liquidation, we settled complex litigation in the USA via mediation, which if left unresolved would have had an impact both on the quantum and timings of returns to shareholders. 


NYSE listed manufacturing group. Appointed liquidators and implementation of the solvent winding up of the subsidiary of an investment trust

Financial services sector

Understanding the business issue
A subsidiary of an investment trust company was being wound down and the investment trust had issued Zero Dividend Preference shares (ZDP) which were listed. The proceeds of the issue of the ZDP shares were lent to the investment trust with a fixed repayment date.

Outcomes delivered

The liquidators effected a cash distribution totalling circa £55.7m to the ZDP shareholders as well as a distribution in specie of the remaining intercompany receivable to the ordinary shareholder.


Exit planning, transfer of business and assets, step plan and appointed Liquidators

Manufacturing and technology sector

Understanding the business issue
NASDAQ-listed multinational semiconductor company specialising in data conversion, signal processing and power management technology acquired a group for US$14.8b. Since the acquisition, it has been going through a period of rationalisation and simplification.

Outcomes delivered

Assisted in the wind down planning of the UK subsidiary.

Transfer of the business, assets and employees of the subsidiary to another group company.

Financial step plan with a view to being appointed Liquidators to close the company.