William BrophyWilliam Brophy Clark Hill
William (Billy) Brophy is a commercial and corporate lawyer specialising in mergers and acquisitions, joint ventures and shareholder agreements, debt and equity fund raisings, competition law, corporate governance and general commercial matters. He has extensive experience of international business transactions and in structuring, negotiating and closing complex corporate and commercial deals. Previously, he worked with international law firms in Hong Kong and Brussels and he is a recognised leader in his field.
Billy graduated from Trinity College Dublin with a Bachelor of Law degree and earned a Postgraduate Diploma in EU Competition Law from Kings College London.
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, intercreditor 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