Rachel Graham

Practice Areas

Banking & Finance

Corporate

Restructuring

Environmental, Social & Governance

Equity Capital Markets

Trusts

Career

Rachel Graham is the managing partner of our London office and leads our BVI Corporate Transactional practice in the EMEA region. She is also a member of our Private Credit and Special Situations team in London. Rachel is highly regarded in her field, having nearly 25 years of experience practising as a lawyer, 17 of which have been offshore. Rachel advises corporations, high net worth individuals, entrepreneurs, financial institutions, seed capital investors, private equity funds and their advisers, and is the client relationship partner for several of the firm’s key clients.

With a broad range of corporate, finance, and restructuring practice experience, Rachel also works closely with Harneys Fiduciary and other trust and corporate service providers who provide corporate, wealth and fiduciary services to a wide range of clients. She regularly advises on all aspects of corporate and commercial law, including equity fundraisings, listings, SPACs, restrictive and special purpose vehicles, corporate re-organisations, restructurings (including schemes and plans of arrangement), mergers & acquisitions, and joint ventures. She advised on the first scheme of arrangement in the BVI in 2009.

Rachel acts for lenders, borrowers and secured parties, predominantly in connection with asset and acquisition financing arrangements with a particular focus on the real estate and natural resources sector. In response to the current economic climate, she has been advising directors of struggling companies on their changing duties and insolvency-related issues.

Prior to joining in 2007, Rachel worked onshore for top tier firms in London, Hong Kong and Australia before transferring to offshore law in 2004. She is pragmatic, practical, and enjoys the challenges that her varied practice throws at her.

Work Highlights

Capital Markets & Listings

Advising Emeren Group Ltd, a BVI company listed on the NYSE, in relation to several equity fundraisings during 2020.

Providing BVI law advice in relation to the private placement of shares in ReneSola Ltd to Shah Capital Opportunity Fund LP.

Advising on the listing of Tapir Holdings Ltd. (THL) and Heather Venture Holdings Ltd (HVHL), each a BVI company, on the Bermuda Stock Exchange and advising THL’s subsequent acquisition of a stake in Rendeavour Holding Ltd for a total consideration of US$87 million

Harneys acted on behalf of lithium exploration company, Bradda Head Holdings Ltd., in relation to its dual list on Toronto’s Venture Exchange.

Corporate and M&A

Advising on the BVI law aspects of the sale of DV4 Limited’s 60% shareholding of DBSymmetry to Tritax Big Box REIT plc.

Providing ongoing BVI law advice in relation to DV4 Limited’s partnership with Qatari Diar Real Estate Investment Company and the Dutch pension fund asset manager APG, and DV4 Limited’s sale of its interest in Get Living plc to Delancey Oxford Residential (DOOR).

Advising Vieco 10 Limited, a joint venture company within the Virgin Group, in relation to its recent disposal of part of its interest in NYSE-listed Virgin Galactic Holdings, Inc.

Advising the Virgin Group in relation to Virgin Atlantic’s £1.2 billion private-only solvent recapitalisation of the airline and holiday business, sanctioned by the English High Court and recognised in the US courts.

Harneys has advised its long standing client, Vieco 10 Limited, a member of the Virgin Group, in relation to a de-SPAC/business combination/merger between Vieco USA, LLC with the special purpose acquisition company, NextGen Acquisition Co. II.

Advising on the structuring and negotiation of a triangular merger and de-listing of a BVI-listed company from the Israeli stock exchange, involving cross-border collaboration with Israeli and BVI counsel.

Real estate

Providing BVI legal counsel for the continued redevelopment of the Get Living site at Elephant & Castle in London, one of the area’s major mixed-use regeneration projects.

Advising a new client on the acquisition of a BVI company holding real estate and hotel business, including restructuring funding and security arrangements.