Global Equity Services Practice Advises on Milestone Cross-Border Transactions
As global companies look to consolidate and maximize value in their product portfolios, Baker & McKenzie's highly-regarded Global Equity Services (GES) practice has served as a key advisor in major global transactions for Coca-Cola Enterprises, Brocade Communications Systems, Western Digital Corporation, SanDisk Corporation, and Microchip Technology.
The GES practice advised Coca-Cola Enterprises, Inc. on the global stock plan and employee benefits aspects of the company’s combination with Coca-Cola Iberian Partners and Coca-Cola Erfrischungsgetränke AG into a new UK-based company, Coca-Cola European Partners Plc. The transaction closed on May 28 and the combination of their businesses will create the world’s largest independent Coca-Cola bottler, based on net sales.
"We are honored to assist Coca-Cola Enterprises in this milestone transaction," said Valerie Diamond, GES Chair. "The new company will be strategically positioned to capture growth in Western Europe, and we look forward to advising the company as it unlocks the value of this transaction."
The GES practice has also provided legal advice on the international tax and legal implications on outstanding equity awards as a result of the 12 May 2016 acquisition of SanDisk Corporation by Western Digital Technologies, Inc., a wholly-owned subsidiary of Western Digital Corporation. The addition of SanDisk makes Western Digital a comprehensive storage solutions provider with global reach, and an extensive product and technology platform that includes deep expertise in both rotating magnetic storage and non-volatile memory.
"As a law firm known for its work in cross-border transactions, prior to the closing, we were able to provide both Western Digital and SanDisk advice on the tax and regulatory issues in 30 countries on the outstanding equity awards over SanDisk shares," said Ms. Diamond. "We look forward to continuing to advise Western Digital in global equity related matters."
In addition, Baker & McKenzie advised Microchip Technology Inc. in its USD3.6 billion acquisition of Atmel Corporation with regard to the non-US tax and legal issues in 16 jurisdictions where equity awards were offered and assisted with the de-registration of the company’s share plan in China. This transaction involved unique issues as there was a net exercise of options at the close of the merger for employees who had not exercised their options prior to the completion of the transaction on their own. Microchip Technology has been a client of the GES practice for over 10 years and will continue to work with our GES team with regard to issuing equity for the newly-combined company.
In connection with the 27 May close of Brocade Communications Systems, Inc.'s USD1.2 billion acquisition of Ruckus Wireless, Inc., the GES practice advised Brocade on non-US tax and regulatory issues related to the cancellation, cash-out and replacement of outstanding equity awards in 24 jurisdictions. Brocade has been a client of GES since 2001, and we will continue to advise on global equity matters for the expanded company.
Baker & McKenzie's GES practice works with multinational employers to design, implement, and maintain equity-based compensation programs for their global employees, consultants, and directors. GES lawyers also have extensive experience with the global ramifications of adjusting and converting the rights under outstanding options or other equity awards, the use of replacement awards in corporate transactions, and the cancellation of equity awards for cash or merger consideration, as well as how global equity plans are impacted if they are assumed by a new issuer by means of a merger, acquisition, or spin off.
In addition, the practice offers an innovative free mobile app that provides information on the key tax, securities, exchange control, labor and data privacy issues for equity and cash awards awarded to employees around the world. The GES practice also authors a blog, "The Global Equity Equation," that provides engaging, timely updates and analysis on the most pressing trends and developments affecting the design, implementation, and maintenance of global compensation programs.