United Kingdom

Overview

On 19th November 2015, Yingke signed an agreement in London and officially announced an exclusive strategic partnership with Memery Crystal law firm. Memery Crystal is a London law firm with international expertise. Our focus is not just on the law, but on helping our clients to achieve their specific commercial objectives. Our services are led by partners who take an active interest in understanding each client’s needs and circumstances and who are committed to solving problems and delivering results as pragmatically and efficiently as possible. We act for UK corporates acquiring/investing into businesses on every continent and for clients in those jurisdictions seeking to invest in or acquire UK targets or whose agreements are governed by English law.

Area of Expertise

• Capital Markets
• M&A
• Banking & Finance
• Commercial Contracts
• Media & Technology
• Dispute Resolution
• Employment
• Natural Resources
• Real Estate
• Construction
• Restructuring & Insolvency
• Retail & Leisure
• Tax
• Sport

Key Experience

Practice Areas

  • Banking & Finance
    • Corporate lending
    • Property Finance
    • Alternative Finance

We advise on lending across a range of instruments, from acquisition finance to corporate mini-bonds and crowdfunding. We advise clients throughout the UK and overseas banks on loans into the UK secured on UK assets, and handle cross border security structures.

  • Advised the buyer on a £15m BVI corporate real estate acquisition and a related £11m senior / mezzanine loan facility.
  • Acted on behalf of institutional lenders and short term finance providers in relation to acquisition and development finance.
  • Advised on the development of corporate mini-bonds for professional sports organisations including Harlequin FC, Surrey County Cricket Club, and Lancashire County Cricket Club.
  • Commercial Contracts

Advise on sales and marketing, agency, distribution, licensing, franchising, sponsorship, merchandising, e-commerce, and related regulatory areas including data protection, anti-bribery, and consumer protection.

  • Advise a leading global media company on all commercial contract and intellectual property work in their core business. In particular, we have negotiated key commercial contracts with other digital media platforms and channels.
  • Commercial, Media & Technology
    • Data Protection, Privacy and Cybersecurity
    • Digital Media
    • Fintech
    • Intellectual Property
    • Software
    • Technology Finance

We advise on areas including digital media, cloud computing, big data, cyber security and financial technology (fintech). We work on key issues such as intellectual property, data protection, commercial contracts and drafting and implementing digital strategies.

  • Advised a UK company in respect of its big data analytics products, including advising on data protection and intellectual property.
  • Advised a multinational media organisation in respect of its digital advertising platforms.
  • Advised on intellectual property matters in respect of a promotional campaign involving a major bank’s sponsorship of a national venue.
  • Acted for Publishing Technology Plc, a leading provider of technology and web-based services to the publishing industry in the UK/Europe and the US, on its admission to AIM and subsequent AIM fundraisings.
  • Corporate
    • Equity Capital Markets
    • M&A
    • Private Funding

We advise our corporate and entrepreneurial client base on all aspects of takeovers, mergers, acquisitions and disposals. This experience includes private equity transactions, company re-organisations and sales, and purchases of both public and private companies.

We are also an acknowledged market leader in advising on IPOs on the AIM market and Main Market. We act for a wide range of companies, as well as for their sponsors, nominated advisers, brokers and institutional investors. Our clients include a wide range of international businesses.

  • Supported Gulf Keystone Petroleum on various fundraisings on AIM and the Main Market totaling in excess of £500 million.
  • Advised Bond International Software Plc on three separate M&A transactions simultaneously with competing takeover bids.
  • Dispute Resolution

We handle all types of commercial disputes including: claims for breach of contract, negligence, fraud, company disputes, insolvency, defamation and intellectual property disputes.  We also have extensive experience of seeking injunctions to freeze assets.

We act for clients in High Court litigation, as well as arbitration under the rules of various international bodies, such as LCIA, ICC, ICSID, AAA, LMAA and WIPO.

  • Acted for Gulf Keystone Petroleum Limited in its successful defence of a claim for damages of up to US$1.65bn in relation to four oil fields in Kurdistan. Initiated by a Delaware company supported by litigation funders, the case lasted over two and half years and culminated in a 57-day trial in the Commercial Court. In addition to finding in favour of Gulf on all issues, the Court awarded indemnity costs of £17.5 million.
  • Acting for Idemitsu Petroleum UK Ltd., a subsidiary of Idemitsu Kosan, a Japanese worldwide energy company, in a dispute with BG Global in relation to operating expenditure of £105 million concerning adjoining oil fields in the North Sea.
  • Employment
    • Employment Litigation
    • Executives & Senior Management

Our Employment team acts for Employers on employee hiring and departures and on contractual and other issues that arise throughout the employment relationship. We work with companies to help set up their employment and HR structures, draft contracts and policies and work with HR and in-house lawyers in delivering the HR/employment law service to their business.

We also act for senior executives at household name companies and financial institutions, supporting them with personal employment matters such as negotiated company exits.

  • Devised the strategy and defence for a high court claim against a Plc following the dismissal of its Chief Executive.
  • Advised on claims brought by a shareholder and director for disability discrimination and unfair prejudice.
  • Natural Resources
    • Mining
    • Oil & Gas
    • Renewables

We work internationally with businesses in the oil & gas, mining and renewable energy markets. At the top-end our clients include FTSE main market-listed companies.

Our corporate finance and ECM teams advise on public and private equity and debt finance for natural resources companies and investors, as well as M&A and strategic investments and disposals. We also have the pre-eminent natural resources litigation team.

  • Main market listings including Gulf Keystone Petroleum Limited, Green Dragon Gas and Tharisa PLC.
  • AIM listings including Gulf Keystone Petroleum Limited, Discovery Metals, Nyota Minerals, Tlou Energy, San Leon Energy, MDM Engineering Group, Mkango Resources and Shanta Mining.
  • Advised Petra Diamonds Limited on the issue of a $300 million high yield bond.
  • Real Estate
    • Acquisitions & Disposals
    • Construction
    • Development
    • Landlord & Tenant
    • Planning
    • Private Client Property
    • Property Finance
    • Property Tax
    • Real Estate Litigation
    • Residential

Our services cover site and project acquisition, development, planning and construction, funding and tax and disposals, commercial leases, and litigation. We also undertake a substantial amount of private client property work.

  • Acted on the acquisition of three development sites in London for Fairview New Homes with a GDV in excess of £300m.
  • Acted on the redevelopment of Sea Containers House.
  • Advised a developer on the planning and rights of light aspects to a new residential tower on the South Bank.
  • Acted for Metro Bank plc in the roll-out of prime Central London locations for new bank premises.
  • Acted as lead assistant to UK market leader in Garden Centres.
  • Restructuring & Insolvency

We handle turnaround, restructuring and insolvency issues across a range of areas, including corporate collapses, commercial property, tax, and insolvency-related litigation. We advise insolvency practitioners on IVA and CVA matters as alternatives to compulsory liquidation, including disputes with creditors and other interested parties arising out of such agreements.

  • Advised the liquidators of 36 LLPs in relation to the £300 million insolvency of a network for companies purportedly engaged in a biofuels project.
  • Successfully petitioned in the English Companies Court for the winding up of a foreign-based company, having rebutted the presumption that an entity’s Centre of Main Interests is located in the jurisdiction of its registered office.
  • Retail & Leisure
    • Pubs, Bars & Restaurants
    • Retail
    • Sport

Our advice covers a wide range of matters, from employment issues to event management, real estate to sponsorship, licensing to leases.

  • Acted for a European designer on new UK flagship retail store on Great Titchfield Street at an annual rent of £130,000 for a 10 year term.
  • Advising a large national retailer on the management of its substantial portfolio of underleases and concessions throughout the UK, as well as on the sale of freehold assets.
  • Advising an overseas investor on the acquisition of a multi-let freehold office and retail building in the City of London.
  • Acted for an international supermarket brand on the development of several London and South East sites.
  • Tax
    • Employee Rewards & Incentives

We offer advice for FTSE and AIM listed companies, entrepreneurs and UK and international businesses on a wide spectrum of tax issues. From corporate and transactional taxes, double tax treaty issues, entrepreneur’s relief and employment tax issues, to UK residents with overseas income and non-UK residents with UK property and income.

Languages

English, French, Spanish, German,

Key Members

Nick Davis

Nick is head of the firm’s Natural Resources team as well as the firm’s International desk.
Nick is recommended for Mining and Minerals in the current edition of The Legal 500 UK and heads the firm’s Natural Resources Sector Group and Africa desk. Nick has worked on two of the three moves from AIM to the official list of the Main Market that took place last year. He is the only lawyer who sits on the AIM Advisory Board of the London Stock Exchange. This body assisted on the drafting of the revised rule book for NOMADs operating on AIM and the many Oil & Gas rules. Nick specialises in corporate transactions, including flotations of companies both on AIM and the Main Market. He has experience in acting for companies, nominated advisors and brokers and has advised on primary and secondary listings for many overseas companies. Nick advises on acquisitions and disposals of public and private companies as well as on cross-border transactions.

Nick Davis

CEO

Lesley Gregory

Lesley is Chief Executive of Memery Crystal. She specialises in corporate finance work including flotations and secondary capital raisings on the London Stock Exchange’s Main Market and AIM. She acts for companies, nominated advisers and brokers and has acted for both UK and international companies from the US, Canada, South Africa and Australia. Lesley also advises companies on alternative forms of raising finance, including retail corporate bonds, by which UK companies raise funds directly from the UK general public. In addition, she advises on acquisitions and disposals of public and private companies as well as on cross-border transactions.
Lesley is a member of the QCA and helped to establish the QCA Nominated Advisers Committee. She was formerly Non Executive Director of an AIM-listed company and currently serves on the Operational Advisory Board of AIM-listed blur Group Plc.

Lesley Gregory

Chairman

Michael Dawes

Michael is Head of the Corporate Department at Memery Crystal.

Michael advises on all areas of corporate law, with particular emphasis on public flotations, fundraisings and M&A for small and mid-cap companies. He has particular expertise in advising on transactions in the natural resources sector and on cross-border transactions.

Michael is admitted to practice in England and Wales and in New South Wales, Australia. He has been named as a leading individual for his work in corporate finance in each edition of Chambers UK since 2009. He has been named by Chambers UK as a leading individual for his work in the mining sector. Along with Nick Davis, Michael has been selected one of the world’s leading practitioners in Who’s Who Legal Mining 500.

Michael Dawes

Corporate

Nicola Kravitz

Nicola heads our private property team who handle the commercial and residential real estate requirements of our clients on behalf of local and overseas developers, investors and lenders. Nicola acts for owners in the acquisition, development and disposal of a range of properties, including residential property, mixed-use developments, shops, restaurants and industrial and office estates. She is known for her commitment to clients and her ability to guide projects through to completion in a timely manner to meet client’s objectives. In addition, she has an established practice in the retail sector, with clients ranging from household names to smaller chains, as well as international retailers entering the UK marketplace.

Nicola has been recognised as a Leading Individual for real estate in every edition of Chambers UK since 2009, where she has been praised as “tough but charming.”

Nicola Kravitz

Real Estate

Jane Marsden

Jane is Co-Head of the Dispute Resolution Department. She specialises in complex heavyweight commercial disputes, including contractual disputes, company disputes and fraud. She has particular expertise in disputes in the Natural Resources Sector (Mining and Oil & Gas) and is a member of the firm’s Natural Resources Sector Group.

Jane also advises a number of companies in the Natural Resources Sector on reputation management, particularly online defamation of AIM companies and associated issues of market abuse.

Jane has also been instrumental in developing Anti-Bribery Policies and Procedures for a number of the firm’s clients.

Jane Marsden

Dispute Resolution

Merrill April

Merrill is Head of Employment at Memery Crystal. She advises on contractual and other employment issues that arise throughout the employment relationship and on transactions, especially in relation to TUPE. She frequently works with owner managers setting up their employment and HR structures, drafting contracts and policies and working with HR and in-house lawyers in delivering the HR/employment law service to their business. She also represents in the High Court in relation to contractual disputes and business protection. Increasingly she is recognised for her success in advising and representing senior executives, both in relation to contract negotiations and in disputes arising on termination, both in the High Court and the Tribunals.

Merrill has been ranked as a leading individual for employment law in Chambers UK, where she is praised for having “a good grasp of how to tackle things from a strategic point of view”. She has also been recommended for her work on behalf of both employers and senior executives by The Legal 500 UK, where she is praised for having “a quick grasp of the overall picture”. Merrill runs seminars for clients and has also been interviewed live on television in relation to employment issues, including agency workers and discrimination against employees with cancer.

Merrill April

Employment

Richard Evans

Richard is Head of Real Estate Litigation at Memery Crystal. He specialises in all aspects of property litigation acting for landlords, tenants, developers and investors of all kinds. His experience includes acting for clients in disputes involving breach of covenant, forfeiture, rent reviews, 1954 Act lease renewals, possession, rent recovery, dilapidations, applications for consent to assign, trespass and claims with an insolvency aspect.
Richard has been involved in the contentious issues surrounding the purchase, development and subsequent management of shopping centres across the UK. He also deals with matters incidental to the occupation of property, such as noise nuisance, restrictive covenants and rights of way. In addition, Richard has a broad range of High Court experience in dealing with contractual and development disputes including claims for specific performance and injunctive relief.

Richard has been recommended for his real estate litigation work in the 2013 and 2014 editions of The Legal 500 UK, where he is praised for giving “good practical advice”.

Richard Evans

Real Estate Litigation

Matthew Lindsay

Matthew is Head of Real Estate at Memery Crystal. He has extensive experience in all aspects of debt finance with an emphasis on the real estate sector covering both investment and development. He has additional specialist expertise in structured finance, including mezzanine finance. Matthew’s clients include many of the most high profile real estate companies (public and private) and property lenders in the UK. He is also known for his restructuring work, advising banks, borrowers, directors and insolvency practitioners in turnaround and insolvency work.

Matthew is a member of R3 (the association of business recovery professionals) and The Insolvency Association.
In addition, Matthew has received recognition in Chambers UK and Legal 500 for his work in Real Estate Finance.

Matthew Lindsay

Real Estate

Tim Crosley

Tim is Head of Tax and Employee Incentives at Memery Crystal. He has extensive experience in many areas of corporate and property tax work, including VAT and stamp duty/SDLT, advising companies and individuals on company and business acquisitions and sales, joint ventures, reorganisations, mergers and demergers. He regularly advises on share incentives and other executive reward schemes, both domestic and international.

Tim has been listed as a leading individual in the field of tax law in each edition of Chambers UK since 2007, where he is described as “practical and commercial” and where one interviewee praised him as “very passionate about tax and that comes across. He is able to break it down and explain it at a basic level, and with that enthusiasm I didn’t feel I was being lectured to”. Tim has also been listed as a leading individual for UK tax in the 2013 and 2014 editions of Chambers Europe and in the 2014 edition of Chambers Global. Tim has also been ranked in Chambers Europe 2015 for Tax.

Tim Crosley

Tax

Tim Ryan

Tim is the Head of the TMT Department. He is a commercial lawyer whose practice includes digital media, technology, sport and leisure. He advises various national and international media organisations, technology companies and other businesses ranging from start-ups to listed companies. He has also advised on a range of sport and entertainment events, including various matters in connection with the previous two Rugby World Cups.

As well as working in private practice, Tim previously headed up the legal team within a large multi-national company.

Tim has written articles for various publications in the sectors he advises in and has been a guest speaker at a number of industry events.

Tim Ryan

Commercial, Media & Technology