Daniel Walker 

Advising on acquisition finance is a key part of our services when acting on merger and acquisition transactions. We work with our corporate teams to provide solutions which may include conventional loans, leveraging the target, accessing capital markets, or typically, a combination of these. We act for lenders, corporates and corporate advisors.

We work both lender and borrower side in funding the acquisition of aircraft, ships, containers, art and other high value assets and advise on finance and operating leases, sale and leaseback transactions, jurisdiction specific transactions such as JOLCOs and the securitisation of asset receivables.

We can advise lenders, borrowers and guarantors with regard to:

• the different forms of security that can be taken over assets (including fixed charges or mortgages, liens, pledges)
• assets which can be provided as security
• registration and protection of charges and security
• release of security, waiver, amendment and restatement of facilities
• restructure of debt and securities
• enforcement against assets in the event of a breach (including investigations and pre-emptive steps to take to protect assets, taking possession, foreclosure, set off, appropriation, powers of sale and receivership, and insolvency processes)
• freezing orders and injunctions over secured assets 

For financially distressed companies in need of restructuring and reorganisation, or for those where the opportunity to do so has passed or failed, we work to achieve the most beneficial outcome in these difficult situations. 

At whatever stage we are engaged, our involvement will assist in identifying the ongoing risks facing a client and to enable that client to continue to identify and effectively manage deteriorating relationships with creditors, financiers, investors or other interested parties.

Our teams have been involved in some of the most innovative finance structures, including the first public-private finance initiative in Guernsey, a care home. We regularly advise housing associations on funding their projects. Internationally we work with clients on key infrastructure projects, including power stations and railway links.

Real estate continues to dominate as an asset class for many investors. We have a strong track record in financing commercial real estate acquisitions, mainly in New York and the UK and the London prime market. We act for some of the key lenders in this area. Our clients include banks, funds, alternative lenders, private equity houses, private investors, hotel consortiums and family offices. Locally, we have worked on the funding of some of the most prestigious buildings in our jurisdictions.

Our team has a wealth of experience advising on all aspects of corporate acquisitions providing seamless support from agreeing heads of terms all the way through to completion.

Our experienced team will handle the due diligence process, from initial requests for information and documentation, transitioning to the review phase, making further requisitions as necessary and producing a comprehensive due diligence report setting out key issues and areas for risk mitigation.

We regularly act in relation to significant mergers and acquisitions activity in our jurisdictions, whether as lead counsel for strictly local matters or as part of an international team for multi-jurisdictional transactions.

Changes of trustee documents (DORA or IORAs) usually contain indemnities from the incoming trustee to the outgoing trustee which are often hotly negotiated and can be complex. A change of trustee also presents a good opportunity for the incoming trustee to undertake a due diligence exercise by reviewing the trust documents, ensuring that the previous chain of trusteeship is intact and ensuring that the outgoing trustee ratifies or rectifies any flaws in the trust or the trust documents before the trusteeship is handed over. We have considerable experience in narrowing the issues in these negotiations. We are also well versed in assisting our trustee clients in mitigating risk by spotting (sometimes very significant flaws) in trusts before they are taken on and by ratifying previous discrepancies in a commercial manner – commonly without necessitating the involvement of the court.

Private trust companies (PTC) and private trustee foundations (PTF) are an ideal solution for clients wanting to divest themselves of ownership while still retaining a level of control. A PTC, or its most recent incarnation, the PTF, is a corporate vehicle which is used by a family in place of a professional trustee so that the family themselves can control the board of the trustee and thereby control the underlying assets.

We advise internationally based companies and trustees on the establishment and operation of employee incentive schemes, addressing issues such as the funding and structuring of awards as between sponsoring employer and trustee, treatment of dividend entitlements for share awards and the formulation of the beneficial class of employee benefit trusts having regard to international legal and taxation requirements.

At Collas Crill, we have established a wide range of charitable structures from local Guernsey limited by guarantee companies to large charitable foundations for some of the world's wealthiest families. Our specialist Middle Eastern team also has experience in advising regional families on the principle of Zakat.

Developments, consolidations and regulation mean that effective risk management and mitigation has never been more important. Our advice is not a ‘one size fits all’ solution, but rather based on an individual company’s specific business model. By building a partnership with you we can provide trustees with a range of regulatory advice, administration support, products and services within a dedicated team approach, precedent development and on-going education and industry updates.

Together with our multi-disciplinary risk and regulatory team, we advise on anti-money laundering laws and the regulation of trust companies and can assist in the creation and improvement of straightforward operating procedures, including checklists, designed in conjunction with the needs of a trustee to ensure that all members of staff, no matter what their experience, can provide consistent and accurate back office services.