Michael Scargill
Counsel
Michael Scargill is Counsel (Knowledge and Innovation) for the Private Equity and Mergers & Acquisition Group in London. Michael is responsible for developing and implementing the knowledge and innovation strategy for the PEMA Group in London. This includes focusing on both the Group’s corporate legal and practice know-how needs and the deployment and adoption of legal tech solutions within the Group. Michael has extensive experience as a corporate lawyer, having previously been a transactional partner in a Magic Circle Firm and knowledge counsel at another US law firm. His transactional experience includes advising on both public and private M&A deals, joint ventures, corporate governance matters, privatizations, strategic investments, corporate restructurings and commercial outsourcing transactions.
Previously, he was a Counsel and Head of UK Knowledge Management in the London M&A Group of Shearman & Sterling and was a corporate partner of Allen & Overy for over 16 years. He originally trained and worked as a solicitor, at Slaughter and May.
With over 30 years of corporate legal experience, advising both UK and global clients, Michael has extensive experience of a wide range of both public and private cross-border and domestic M&A, privatization, joint venture, corporate governance and capital markets transactions, as well as large scale outsourcing and restructuring matters.
Practice Area
Panel
- Contributing Author
Qualified Year
- 1978
Qualification
- M.A (Oxon); Solicitor of the Senior Courts of England and Wales
Education
- Oxford University (New College)
5 Contributions by Michael Scargill
PRACTICE NOTES
Cross-border private M&A: UK practitioner’s guide to transaction stages, due diligence, local counsel, pricing mechanics and UK-US/civil law differences on warranties, indemnities and risk allocation
Cross-border private M&A transactions
This Practice Note sets out an overview of the issues an English-qualified lawyer may encounter when advising a seller or a buyer on a cross-border private M&A deal. The emphasis is on practical considerations a lawyer should keep in mind to ensure the transaction is run in the most efficient and effective manner possible.
Key stages in cross-border M&A transactions
The principal phases in a cross-border private company M&A transaction are:
Preliminaries (pre-signing) stage
Here, non-disclosure agreements (NDAs, also called confidentiality agreements) and exclusivity arrangements are settled, due diligence is undertaken, and the share purchase agreement (SPA) with related deal documentation is negotiated. In an auction sale, bids are solicited and a short list of bidders is compiled. The cross-border aspect requires smooth co-ordination—often across several jurisdictions—of the parties’ legal teams and other advisers, particularly in relation to due diligence.
Exchange (signing) stage
The SPA (together with any other transaction documentation that is not to be entered into at completion, such...
Corporate
CHECKLISTS
Intra-group asset transfers by sale: checklist of steps, consents, consideration, directors’ duties, TUPE, redundancies and post-completion actions (England and Wales)
Issue Guidance
This Checklist sets out a concise overview of the principal actions for moving assets within a group from one English-incorporated company to another, and flags particular matters that may affect the company during the process. It is not comprehensive, as the considerations and sequence of steps for an asset-based reorganisation will differ between transactions. For an outline of the main points where a reorganisation is carried out by selling shares, see: Intra-group reorganisation (by share sale)─checklist...
Determining the intra-group reorganisation structure and other preliminary considerations (general)
Early planning should address whether the reorganisation proceeds by way of an asset transfer or a share deal. For guidance on preparatory work and choosing between an asset or share route, refer to: Intra-group reorganisation—common issues—flowchart and Practice Notes: Common issues in an intra-group reorganisation, Asset sales and tax—overview...
Specialist input
Corporate reorganisation planning may necessitate targeted advice across relevant disciplines. Please consider seeking further guidance in the following areas:
Property
Employment
Pensions
Intellectual property
Information technology
Finance
Tax
Please consider obtaining further guidance on these areas...
Corporate
CHECKLISTS
Intra-group Share Sale Reorganisation in England and Wales: Legal and Practical Checklist
This checklist outlines the principal steps for an intra‑group reorganisation carried out by selling shares in an English‑incorporated company to another English‑incorporated company, and flags matters that may affect the company during the process. It also identifies potential issues that may arise for the company as a consequence of this approach. It is not comprehensive, as the specific issues and actions for a share‑sale reorganisation will vary between transactions. For an overview of the key points relevant to an intra‑group reorganisation by asset sale, see: Intra‑group reorganisation (by asset sale)─checklist.
Considering a corporate reorganisation may call for specialist input across several disciplines. Please seek further guidance on the following areas where required:
Property
Employment
Pensions
Intellectual property
Information technology
Finance
Tax
For further information, see Practice Notes: IP and IT aspects of intra‑group reorganisations and Intra‑group reorganisations and pensions.
Issue Guidance
Determining the reorganisation structure and other preliminary considerations (general) Asset purchase or share purchase?...
Corporate
CHECKLISTS
Private M&A share purchase: post-completion legal checklist covering filings, stamping, notifications, employment, TSAs and claims (England and Wales)
This checklist outlines, in brief, the principal tasks and responsibilities that will usually fall to the buyer’s lawyers (and, in some instances, the seller’s lawyers) after completion of a private M&A acquisition where the target is a company incorporated in England & Wales. Once completion has occurred, the SPA should be reviewed carefully so the parties’ lawyers can accurately diarise the agreed matters, especially any deadlines, by reference to the parties’ specific post-completion obligations. As a result, although this checklist points to actions that are commonly required, every deal is different and the list cannot be comprehensive...
Issue Guidance Registration of share transfers
Buyer’s lawyers:
Lodge with the Stamp Office the stock transfer form(s) (or a declaration of trust—see note below) relating to the target’s shares, for adjudication and payment of any stamp duty/transfer taxes (within 30 days of execution)
Update the register of members of the target company (and any subsidiaries)
Where applicable, update the people with significant control (PSC) register (CA 2006, Pt 21A)...
Corporate
CHECKLISTS
UK private M&A auctions: lawyers' checklist for share and asset disposals covering due diligence, IMs, NDAs, VDRs, process letters, draft SPAs/TSAs, bidding rounds and regulatory issues
Auction sale (private M&A) transactions—checklist
This Checklist sets out the principal steps to undertake in an auction-led share or asset sale within the sphere of private M&A transactions, while also identifying the additional matters that emerge for the lawyers representing both seller and buyer as a consequence of an auction process...
Corporate
If you expected to see yourself on this page, click here.
