William Brophy

Mergers and Acquisitions (M&A)

• Lead counsel on many M&A deals (public and private).
• Drafting and negotiating all transaction documents for private M&A deals (including letters of intent, share purchase agreements, tax, and environmental indemnities, non compete agreements, consultancy/employment agreements, parent guarantees, escrow agreements, signing and completion agendas, debt and security releases, corporate resolutions).
• Drafting and negotiating documents for public M&A deals (including offer letters, offer documents to shareholders, offer terms and conditions, forms of acceptance, and market / regulatory announcements and notifications).
• Advising (or coordinating with local counsel) on local issues such as executive and employee compensation, compliance with local takeover regimes, and merger control.

IPOs / Capital Markets

• Advising and guiding listing applicants, sponsors, and investors throughout the IPO process.
• Assisting in pre-IPO planning and structuring (including due diligence, pre-IPO investments, and group reorganisations).
• General ongoing regulatory and compliance advice to public companies.

General Corporate and Commercial

• Drafting, advising on, and negotiating a wide range of general commercial contracts, including licensing, manufacturing, procurement, sales, agency, distribution, franchising, marketing, logistics, employment, and consultancy agreements.
• Advising on various general corporate matters including company formation, group structures, company secretarial, and corporate governance.

Debt Financing and Restructuring

• Advising both borrowers and lenders in connection with secured and unsecured general corporate loans.
• Drafting and negotiating loan agreements, security documents, guarantees, inter-creditor agreements, and restructuring agreements.
• Drafting and negotiating terms and conditions for bonds and convertible debt securities.
• Preparing and negotiating legal opinions on debt financings.
• Handling local (or coordinating overseas) security filings.

Corporate Partnering, Joint Ventures, and Strategic Alliances

• Negotiating and documenting corporate partnering, joint venture, and strategic alliances, including MOUs, confidentiality agreements, shareholder agreements, licensing agreements, and asset transfer agreements.
• Responsible for advising on joint venture group structures and profit extraction (dividends, service fees, royalty payments, etc.).
• Develops monitoring and control mechanisms and negotiating board representation, vetoes, funding, non-competes, deadlock resolution, share transfer restrictions, and termination/exit issues.

Venture Capital and Private Equity

• Advising businesses at every stage of the investment process, from start-up funding through “Series A” and subsequent investor rounds and IPOs.

Competition Law / Regulatory

• Advised several multinational companies on EU and national merger control laws, including merger notifications to the European Commission Merger Task Force and national competition authorities.
• Represented Irish incumbent market operators in European Commission proceedings relating to liberalisation of EU markets, state aids, and public procurement law.
• Advised in relation to major European Commission cartel investigation into price fixing in specialty graphite market.
• Advised on Irish and EU competition and commercial law issues relating to distribution, agency, licensing and other vertical agreements, and agreements between competing companies.

Corporate Governance and Legal Risk Management

• Advising public and private companies on various corporate governance issues such as board composition, director’s duties, internal control systems, risk management and compliance, anti-fraud / anti-money laundering, bribery, and corruption.
• Advising on key steps in business dealings to reduce threat and impact of litigation, transaction risk, counterparty risk, country risk, product risk, process risk.