Insights from HSF’s private equity team

Insights from HSF’s private equity team

How does the HSF private equity team differentiate itself in the market?

John Taylor, partner and the head of the private equity practice in London: We have a multi-capability private equity practice, advising clients across the full lifecycle of investments from fundraising and capital deployment, supporting their investments all the way to exit. We work across all capital structures and execute extremely complex transactions and strategies in multiple jurisdictions. Our private capital team leverages our full-service offering and the multiple sector strengths within our wider firm.

Our team continues to grow strategically. In the past 12 months, our hires of Eleanor Shanks as head of international private equity in London, venture and growth capital partner Dylan Doran Kennett and leveraged finance partner Ambarish Dash have bolstered our private capital practice in London.

Dr Christoph Nawroth, partner, Düsseldorf: In Continental Europe, recent hires include private equity and venture capital partner Gregor Klenk in Frankfurt, as well as finance partners Dr Fritz Kleweta, Sergio Cires and Laure Bonin into our Frankfurt, Madrid and Paris offices respectively. The teams in continental Europe and London are fully integrated and offer our clients seamless advice wherever this is needed.

We’ve a strong client portfolio, advising the likes of EQT, Aquiline Capital Partners, H.I.G. Capital, GIC, and CPPIB on deals ranging across the likes of energy/renewables, infrastructure, TMT, life-sciences, and financial services.

Can you discuss some of the trends that are impacting your clients?

Joseph Dennis, partner, London (JD): In the UK, the recent stabilisation of interest rates has resulted in cautious optimism for sellers to begin work on exits that have been sitting patiently in the pipeline. As rates begin to ease, we expect to see the gap in pricing expectations beginning to close.

Christopher Theris, partner, Paris: In continental Europe, the sheer number of elections and similar political events has resulted in a cautious market. We’re also seeing the use of bilateral processes at the inception of deals, moving away from a more typical auction or auction/bilateral hybrid arrangement.

‘The City of London is arguably the top global financial centre and has a huge range of intrinsic advantages.’

JD: Our private equity team were first movers in identifying the trend towards funds specialising along sector lines. Some years ago, we positioned our private equity practice to be closely aligned with our top-tier sector focused M&A practices, along the same sector lines as our key sponsor clients and targets. We are now well positioned to advise multi-strategy and multi-geography sponsors active through their full investment lifecycle across each of the geographies in which we operate, and we and our clients are really benefiting from this approach.

What role do you see for continuation funds?

Jonathan Blake, head of international private funds strategy, London: Continuation funds are part of a broader growth trend in secondary opportunities. Although the global economy is showing positive signs of stability, achieving the exit multiples that GPs would expect for their high-performing assets is still uncertain in current market conditions.

Stephen Newby, partner, London: The structure of a continuation fund offers LPs an opportunity to either liquidate or continue to hold their position. It also offers an opportunity for secondaries investors to participate, often with one ‘anchor’ investor that underwrites the existing LPs that decide not to rollover.
These options give GPs a good alternative to a full exit, especially where the GP is confident in its ability to add further value to an asset that will help to achieve even greater returns over the medium term.

Michael Jacobs (MJ), partner, London:To compliment continuation funds, we are seeing more structured pre-exit syndication and introducing a wider pool of investors into later stage assets – in part to drive liquidity and partial exits, and also a consequence of the broader ‘private for longer’ theme. The ‘private IPO’ concept is part of this trend.

How is the industry reacting to the change in government and the new policies that affect private capital?

Eleanor Shanks, partner and head of international private equity in London: The private equity industry as a whole wants to play its part and will continue to make the case to governments of the sector’s significant contribution to the whole economy, including to growth and productivity. It is a significant driver of private investment in the UK as it is globally.

There are some specific tax policy proposals that were in Labour’s manifesto that the government are currently considering, and we all appreciate the complexity balancing the incentives and the country’s fiscal position – in driving that investment and growth which in turn drives receipts for the revenue.

MJ: The City of London is arguably the top global financial centre and has a huge range of intrinsic advantages – its competitiveness has been boosted in recent years with the Financial Services and Markets Act and the Edinburgh and Mansion House reforms, alongside the UK’s listing regime reboot. While it is hard for any individual policy decision to change this, we would caution the government to not take the City for granted.

Subject to unexpected circumstances, what might we expect for deal activity at the start of 2025?

David D’Souza, partner, London: The focus on Distribution to Paid-In Capital (DPI) means the UK pipeline continues to deepen. Reassuringly, it is also widening across sectors which may have been slower in the last few years.

Alberto Frasquet, regional head of corporate EMEA, Madrid: In Continental Europe, private equity funds are likely to continue to look at assets in the pharmaceutical/healthcare, infrastructure and energy (particularly data centres), education and software sectors – these appear to be the most attractive for investment.

For more information, please contact:

Herbert Smith Freehills
Exchange House
12 Primrose Street
London
EC2A 2EG

T: 020 7374 8000

www.herbertsmithfreehills.com

‘Co-founding an investment firm was the biggest learning curve of my career’ – Hg GC Samantha McGonigle

‘Co-founding an investment firm was the biggest learning curve of my career’ – Hg GC Samantha McGonigle

Samantha McGonigle – General counsel, Hg

Year of qualification: 2003
Hogan Lovells, 2001-06
Weil, Gotshal & Manges, 2006-19
Farview Equity Partners, 2019-24
Paul Hastings, 2023-24
Hg, 2024-present

What do you most enjoy about working in PE?

Private equity is incredibly diverse and dynamic. Even within a very specialist firm like Hg, which focuses only on software and services businesses, the opportunity to engage with different business models and segments is excitingly broad.

Being a lawyer in the private equity industry also offers the opportunity to apply commercial judgement to complex legal problems and be at the cutting edge of market developments. I love the intellectual challenge and the adrenaline of getting a transaction done, but I also enjoy the opportunity to build relationships within our portfolio companies and support them as they grow their businesses.

Why did you decide to switch from private practice to in-house? And what are the biggest differences?

My career has been non-linear. Having been a partner in private practice before co-founding a growth equity investment firm, I then returned to being a partner in private practice before joining Hg – so I actually made the switch twice! I learnt that I thrive in a business environment which is fast-paced and where I can work closely and collaboratively with the other partners to deliver positive outcomes. Working within Hg not only allows me and my team members to be an integral part of the investment teams in a different way from external advisers, it also affords me the opportunity to be part of strategic decision-making at a firm level

You co-founded your own investment firm…what are the lessons you’ve taken from that to your role as GC at Hg?

Co-founding an investment firm was the single biggest learning curve of my career. I learnt the foundational building blocks of how a business generally, and an investment firm more specifically, operates. I also learnt not to be afraid of things that I hadn’t experienced before, or challenges that I was facing for the first time. I became adept at making judgement calls at pace on the best information available and iterating on decisions as fact patterns changed (particularly through Covid), which taught me to always expect the unexpected. Most importantly, I learnt the power of a good network and that if you invest in helping people and keeping in touch with them, the rewards far outweigh the effort of doing so.

What is the biggest challenge as a PE GC?

The biggest challenge of being the GC of a private equity firm is the pace and scale of change. The last 10 years have seen incredible evolution and growth in the private equity industry – Hg itself has transformed from a UK mid-market PE firm to a leading investor in European and transatlantic software and services businesses – and the next ten years have the potential to exceed that. A great GC is at the very heart of helping a private equity firm navigate that evolution and growth – whether in the deployment and return of capital or in assessing firm opportunity and risk.

Would you recommend a career as an in-house PE lawyer? Why?

Yes – for all of the reasons above! In the right firm with a highly collaborative and positive culture like Hg, it can be an incredibly stimulating and rewarding job.

Go to the Private Equity Elite contents.

Elite: The rise of the in-house lawyer in private capital

Elite: The rise of the in-house lawyer in private capital

‘The industry has changed massively. When we started, we were working with single product mid-cap PE shops, and these have now developed into mega solo funds, handling tens of billions of dollars. We’re now working with listed clients and multi-product funds that not only have a PE business, but a credit and an infrastructure business,’ says Kirkland & Ellis London private equity partner David Higgins, on the huge changes in the private capital market.

As single strategy private equity funds have morphed into huge multi-asset private capital firms and alternative asset managers over the last 10-15 years, the role of the lawyers working with them has also changed beyond recognition. Continue reading “Elite: The rise of the in-house lawyer in private capital”

‘I’ve called firms and asked why someone isn’t a partner yet’ – the female GCs shaking up PE

‘I’ve called firms and asked why someone isn’t a partner yet’  – the female GCs shaking up PE

‘No-one should be under any illusion that the hours are fewer, or the work less demanding. You don’t have the luxury of working on just one thing; you’re juggling multiple deals, multiple fund formations and perhaps litigation,’ says Carlyle partner, chief risk officer, head of EMEA and global general counsel (GC) for Investments Heather Mitchell of the reality of succeeding in the notoriously tough, deal-driven world of private capital.

If anyone should know about juggling, it’s Mitchell, who currently holds not just one role at the $425bn AUM organisation but three – splitting her time between global GC and chief risk officer for the investment business, as well as overall head of Carlyle EMEA. Continue reading “‘I’ve called firms and asked why someone isn’t a partner yet’ – the female GCs shaking up PE”

The Private Equity Elite: the top general counsel in PE

The Private Equity Elite: the top general counsel in PE

What does it take to run the legal team in one of the most profitable deal shops in the world? After months of discussions with private equity and leveraged finance partners at the leading law firms in London as well as a host of in-house lawyers, Legal Business has come up with the definitive list of the top London-based private equity GCs, with 24 making the grade.

Continue reading “The Private Equity Elite: the top general counsel in PE”

‘The PE industry is in a unique position to effect change’ – SilverLake EMEA GC Katherine Brody

‘The PE industry is in a unique position to effect change’ – SilverLake EMEA GC Katherine Brody

Katherine Brody – General counsel (EMEA), Silver Lake

Skadden, Arps, Slate, Meagher & Flom, 2008-14
Silver Lake, 2014-present

Silver Lake turned me into a private equity lawyer. Before that I was working as an M&A generalist, mostly for large corporate clients, in private practice at Skadden in London. This was a decade ago, and I could see that private equity was having a moment – abundant capital to deploy, the most exciting, complex and high-profile transactions and I wanted to be a part of that. I saw going in-house with Silver Lake as an opportunity to work closely with some of the most sophisticated investors in the market on cutting-edge transactions. Continue reading “‘The PE industry is in a unique position to effect change’ – SilverLake EMEA GC Katherine Brody”

‘In private equity, no day is ever the same’ – Montagu GC Alexandra Openshaw

‘In private equity, no day is ever the same’ – Montagu GC Alexandra Openshaw

Alexandra Openshaw – General counsel, Montagu

Year of qualification: 2010
Macfarlanes, 2008-15
Winton Group, 2016-23
Montagu, 2023-present

Why did you want to become a private equity lawyer?

I was previously a funds lawyer at a private practice firm and wanted to be client-side from early on. No day is ever the same – there’s so much for a lawyer to be involved in and it’s very fast-paced, which I enjoy.

What has been the most memorable moment or deal of your in-house career?

Not sure I have one moment – I have been very lucky to be involved in many projects ranging from fund launches, spin-outs, and fund mergers with talented colleagues.

What do you think will be the biggest issues in private equity in the coming years?

PE is currently facing a new swathe of regulation (not all of it drafted with PE in mind), particularly in the US and separately in the ESG/D&I space. We’re preparing by using advisers where appropriate, and trying to get on top of issues early.

Across the board in law, there’s likely to be an increase in adopting AI solutions for certain tasks, which creates a big opportunities (particularly in-house where we typically have very small legal teams) but also requires adopting different ways of working.

Why would you recommend a career in private equity?

In private equity, every day is different and the work is incredibly varied – there’s something for every legal specialism. You also get to work with great people.

Go to the Private Equity Elite contents.

‘The DWF take-private was headline-grabbing and justifiably so’ – Inflexion GC Andrew Stevens

‘The DWF take-private was headline-grabbing and justifiably so’ – Inflexion GC Andrew Stevens

Andrew Stevens – General counsel, Inflexion

Year of qualification: 2010
Slaughter and May, 2008-13
Och-Ziff Capital Management, 2014-16
HPS Investment Partners, 2017
Inflexion, 2017-present

Within law, the transactional side felt like the natural destination for me and, within that, PE always stood out. Continue reading “‘The DWF take-private was headline-grabbing and justifiably so’ – Inflexion GC Andrew Stevens”

‘I work with the best M&A lawyers in the world’ – Carlyle’s Heather Mitchell

‘I work with the best M&A lawyers in the world’ – Carlyle’s Heather Mitchell

Heather Mitchell – Partner, chief risk officer, head of EMEA and global general counsel for Investments, Carlyle

Squire, Sanders & Dempsey, 1996-99
Kaiser Group International, 1999-2001
Akin Gump Strauss Hauer & Feld, 2001-02
Carlyle, 2002-present

I absolutely love my job. There’s a natural synergy in my roles as GC for global investments and chief risk officer – our team has evolved from being the best M&A lawyers managing transactions to also being a crisis response centre. This has happened as Carlyle has grown significantly over time and become much more complex – whether you’re looking at asset class, sector or geography. Continue reading “‘I work with the best M&A lawyers in the world’ – Carlyle’s Heather Mitchell”

‘I had the time of my life as a trainee at Travers’ – GIC’s Jarlath Pratt

‘I had the time of my life as a trainee at Travers’ – GIC’s Jarlath Pratt

Jarlath Pratt – Assistant GC (Europe), GIC

Year of qualification: 2006
Travers Smith, 2006-10
Barclays Capital, 2010-13
GIC, 2013-present

Why did you want to become a private equity lawyer?
I trained at Travers Smith – I had the time of my life as a trainee and junior lawyer in the private equity team. Continue reading “‘I had the time of my life as a trainee at Travers’ – GIC’s Jarlath Pratt”