Business structuring, reorganisation and change

Economic uncertainty and increasing business complexity, coupled with ongoing demands from stakeholders, are driving many organisations to re-evaluate their business models. They are looking to create the right platform to meet current and future challenges and compete in the new normal.

Areas where we know our clients are experiencing a need to act are:

• business reorganisation in response to a regulatory change – to remain compliant while also optimising business performance
• legal entity elimination programmes to lower operating costs and risks
• separating businesses and creating clear ring-fencing – to manage a particular risk, unwind a joint venture or divest by way of sale or IPO
• moving value around groups – to make distributions, fund activities or tidy up balance sheets

Our legal experts based in the UK and across our KPMG Law network globally bring a combination of independent insights, deep legal expertise and strategic intelligence tools. They collaborate with you to structure and implement business or group change, enabling your organisation to stay relevant and competitive. Our lawyers work in integrated teams alongside colleagues in KPMG Tax and Advisory to bring together all the components needed to create end-to-end solutions to your business challenges.  

We can support you with core business execution, such as asset ring fencing and global intellectual property (IP) strategy. We also have solutions that support you in reorganising because of an unexpected event – for example, if there’s a critical regulatory change or a need to accelerate a divestment of non-core activity. And, we’re not just here to support you in the moment; we can help you prepare for future change and give you access to state-of-the-art tools and technologies. 

Are you operating a large defined benefit (DB) pension scheme with a funding deficit? We have deep experience of implementing ABPF projects to help with the management of future contributions and pension deficit risks in a tax-efficient manner. When designing and executing on ABPF solutions, we work closely with pensions and tax advisory teams.  

M&A and IPO separation projects often require the creation of robust transitional service agreements (TSAs). Being able to flip these arrangements from intra-group to being suitable for an arm’s length situation after the spin out of the target business can be critical. Our lawyers have deep experience in how to construct these complex arrangements.  

How can you articulate the benefits of corporate simplification? How do you determine what’s in scope? How do you prioritise what to eliminate and when? And how do you handle this across regions? Whether you’re looking to integrate a target business or simplify after years of M&A activity, our lawyers can help you streamline and reduce complexity. 

The success of a divestment, whether through the sale or initial public offering (IPO) of a business division, relies on maintaining momentum and competitive tension. To maximise value and prospects of success, our approach is to create a clear “transaction perimeter” – delineating the target trading assets and putting in place robust transitional service arrangements. 

Many businesses are finding that they need to restructure to comply with changes in regulations and to adapt, at speed, to major economic or geopolitical events. For example, we have recently been actively addressing the risk of loss of EU passporting rights for financial services clients in connection with Brexit. 

Increasingly, organisations are looking to build partnerships to deliver better services or more complete solutions to customers. In addition to constructing these arrangements (see Deals and finance), we can provide legal support when joint ventures or partnering arrangements don’t work out or the landscape changes and they are no longer viable. 

When you’re reorganising your business, there may be certain key assets you’ll want to ringfence. We provide advice on reorganisation design and implementation to ringfence assets, ensuring that you can create a clear “corporate veil” around relevant parts of your business to support you with managing risk or to align with your business strategy.

If you’re planning a divestment, it’s important to identify any issues early on. That enables you to remedy them or position them to maintain value, reduce risk during negotiations and ensure a smooth deal process. Our InSite Exit Readiness product helps you identify transaction risks when planning a separation or spin project.
 

Our corporate simplification planning platform uses state-of-the-art technology to carry out an in-depth analysis of the benefits, scope and elimination complexity of your separation project. The platform is underpinned by our clear legal entity elimination methodology.  

We help businesses across every sector overcome the legal complexities and risks of business structuring, reorganisation and change. That’s why our experts become trusted advisors for the long run.