International and Cross Border

We advised our long-standing client, N+P Group B.V. and its founders the Jennissen family, on their partnership with Mercuria Energy Trading, one of the largest independent energy and commodity groups in the world.

The deal is aligned with N+P and Mercuria’s larger corporate strategy of focusing on the global energy transition, which includes investing in high quality alternative fuels produced from non-recyclable waste streams.

The deal consists of Mercuria acquiring a significant equity stake in N+P and the injection of significant additional growth capital into the company, to allow for the development of a number of new Subcoal production facilities. The Jennissen Family will continue to hold the majority of the shares in N+P, while allowing for Mercuria’s stake to be increased in the near-term. As part of the deal, Brachers also advised on the exit of former equity investors in the group.

We have advised on all legal aspects of the development and construction of a new Teeside plant from its inception, and continue to advise on the procurement of its waste supply and sales arrangements.

Over the next five years, N+P intends to significantly increase the number of production plants, including global expansion catalysed via synergies with Mercuria’s global trading platform. N+P expects to announce the development of the first new plants in the coming months. In parallel to a rapid expansion of alternative fuel production facilities, N+P is also aiming to grow the legacy business of bridging waste to value: waste to energy feedstock trading, and development and supply of alternative raw materials, in which the Jennissen family has almost 30 years of experience.

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We acted for a German engineering company that was being sued by a well-established UK company specialising in the manufacture and supply of vinyl floor coverings.   

The UK company claimed that a part used in their vinyl floor covering production, supplied by our German client was defective and that this resulted in substantial losses, including production downtime. 

The principal issue in this case is conflict of laws.  We (with counsel, and the client’s German attorneys) concluded that the contract between the two parties was in fact subject to German law, which if upheld by the court would mean that the claim against our client was statute barred.  We also investigated quantum on the claim and determined that it was grossly overstated. 

With the benefit of the above points, we were able to secure a negotiated settlement on very favourable terms to the client. 

We acted for our client on a complex international divorce case whereby there were a number of properties owned jointly including investment properties owned with a third party. Our client also holds significant PLC share interests to include unvested shares in a Dutch company.

The Dutch share interests are subject to complex vesting structures to include time spent at the company, various KPI metrics and other leaver provisions. Our client lives and works in the Netherlands and for tax purposes is a Dutch resident. There are additional Dutch and UK pension assets. The parties have sought both Dutch and UK tax and pension advice to assist their negotiations and given the Husband’s non-UK domiciled status.  

This case was complex given the very specialist cross-border advice required. Advice sought on the accountancy side relate to the tax liability of the UK-based properties and the impact the potential sharing of these may have, transferring of capital funds between the UK and the Netherlands and the impact of income earned in the UK and the Netherlands to include how this affects taxation of spousal maintenance. The application of Dutch tax law has required complex calculations in-line with a specialist accountant’s formula. 

Brachers’ Corporate team have advised on a significant international deal for the sellers of Kent based global TV transcription platform, Take 1 Script Services, which has been acquired by Verbit Inc.

Take 1 has a history of over 20 years in the broadcast industry and is based in the UK, the US and Chile. The company has helped global media brands such as ITV America, Warner Bros. Discovery to reach a wider audience through their services including; TV transcription, captioning, subtitling, localization and translation.

Verbit Inc is a US firm and a leading provider of Artificial Intelligence transcription and captioning solutions globally. Verbit employs the largest professional captioner workforce in the world and are recognised leaders in the $30B transcription industry.

The international aspects of both Take 1 and Verbit meant that the Brachers team had to overcome the differences of dealing with UK and US legal approaches as well as working with two different currencies, and working with legal counsel from Chile and the USA. As well as the international dimension, there was added complexity, as the deal involved an intricate purchase price structure and pre-sale restructuring.

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We advised our client on the dismantling and reorganisation of a Gibraltar-based family trust which owned shares in companies in the Isle of Mann and Italy.

Advice involved consideration of the domicile and residence status of the trust as well as its beneficiaries and the UK tax consequences of loans from the trust to assist UK-based beneficiaries with funding school fees.  

We summarised the key aspects of what was a complicated arrangement and came up with a tax-efficient scheme for extracting wealth from the trust and companies for the benefit of the family. We worked with the family and their onshore and offshore advisors to implement the agreed plan. 

We advised the directors of a global business on the implications of the death of one their owners. Having investigated the ownership structure of the group of companies we established that the deceased owned an interest in a Chinese Limited Liability Partnership (LLP).  

Our advice centred on whether the deceased’s interest in the Chinese LLP could be disposed of under his English Will into a family trust or alternatively under Chinese rules or otherwise. Consideration were given to where the deceased was domiciled at death.

The terms of the Will were complicated and purported only to dispose of the deceased’s UK sited assets and so we concluded that the interest in the Chinese LLP passed under the UK rules of intestacy on the basis that he remained domiciled in England and Wales.  

Our advice included steps for the Chinese LLP to take in dealing with the family and how to transfer ownership of the deceased’s interest.  

Brachers Corporate team has advised on an international deal for the London-based, global digital risk protection platform, TurgenSec Ltd which has sold its business and assets to a US technology firm. Brachers advised on all UK aspects of this deal, from offer letter through to structuring through to due diligence and documentation. 

Founded in 2019 and headquartered in London, TurgenSec Ltd offers cost effective bespoke cyber security and cyber security testing to individuals and organisations. TurgenSec Ltd pride themselves on their commitment to creating a more secure and safe digital ecosystem with their offering of digital risk protection products. 

The international aspects of the transaction meant that the Brachers team had to overcome the differences of dealing with UK and US legal approaches. The deal involved a US buyer of a UK business which added a significant layer of complexity to this transaction.

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