Edward Z. Malcolm

Since joining Kirkland, Ed's matters have included:

Investigations - Sanctions and Export Controls

• Acting for a UK consultancy firm and its U.S. parent company in respect of the UK consultancy firm’s response to a request for information received from the UK’s Office of Financial Sanctions Implementation (OFSI) regarding the receipt of payments that OFSI suspected originated from a company designated under The Russia (Sanctions) (EU Exit) Regulations 2019, including leading the related internal investigation.
• Advising an EMEA-focused insurance intermediary group regarding the submission of a voluntary disclosure to HM Revenue & Customs (HMRC) regarding apparent violations of The Russia (Sanctions) (EU Exit) Regulations 2019.
• Advising a European manufacturing company, majority owned by a U.S. sponsor, on an investigation regarding apparent violations of the U.S. Cuban Assets Control Regulations (CACR), including related voluntary self-disclosure to the U.S. Office of Foreign Assets Control (OFAC). This matter resulted in OFAC issuing a Cautionary Letter to our client instead of imposing any civil monetary penalty.
• Representing a global payment services provider, majority owned by a U.S. sponsor, regarding an internal investigation into alleged indirect business involving U.S. Specially Designated Nationals located in Myanmar, and related submission of a voluntary disclosure to OFAC.
• Representing a U.S.-owned financial services group on a voluntary self-disclosure to OFAC regarding business interactions with a U.S. Specially Designated National in apparent violation of the CACR and advising on related blocked property reporting obligations.
• Representing a UK-based company, majority owned by a U.S. sponsor, in respect of an internal investigation regarding apparent violations of U.S. sanctions and export controls against Iran, including with respect to the submission of voluntary self-disclosures to OFAC and the U.S. Bureau of Industry and Security (BIS), Department of Commerce.

Investigations - Anti-Corruption and Other Regulatory Investigations

• Acting for a senior risk executive in respect of an investigation by the UK’s Prudential Regulation Authority (PRA).
• Representing a senior finance executive in respect of an investigation by the UK’s Serious Fraud Office (SFO).
• Representing the London office of a U.S. sponsor in respect of bribery allegations made against a portfolio company in Argentina and Mexico.
• Advising a major sovereign wealth fund regarding negotiations with a government authority that involved an offer of a suspected quid pro quo arrangement.
• Advising a publicly listed business in respect of an internal investigation into whistleblower allegations of fraud and improper revenue recognition practices.
• Acting for a UK private equity firm regarding whistleblower allegations of improper accounting practices.
• Representing a UK asset manager in respect of bribery allegations against a portfolio company in India and the Middle East, including with respect to reporting obligations under the UK’s Proceeds of Crime Act 2002 (POCA) and the termination of suspected tainted contracts.
• Advising the London office of a U.S. sponsor in respect of reporting obligations under POCA arising out of suspected bribery and corruption in China.
• Advising a global commodities trader is respect of an internal investigation into suspected improper payments involving Azerbaijani counterparties and liaising with local counsel regarding anti-money laundering reporting obligations in Hong Kong and Bermuda.
• Advising a range of UK and international companies and asset manager clients on the application of UK, EU and U.S. sanctions and export control regimes, the UK Bribery Act 2010, POCA, the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended), and associated policies, systems and controls.

Transactional and Advisory

• Advising multiple asset manager clients and their portfolio companies regarding compliance with UK, EU and U.S. sanctions imposed on Russia, including in relation to divestments of Russian subsidiaries and business operations, restructuring of syndicated financing involving designated Russian financial institutions and recusing UK, EU and U.S. nationals from sanctioned business. Several of these matters have involved engagement with and the submission of licence applications to competent sanctions authorities in multiple jurisdictions.
• Advent on the sale of V.Group to a consortium led by STAR Capital.
• Apex Fund Management, a portfolio company of TA Associates and Genstar, on the acquisition of Maitland Fund Services Business.
• Apollo on recommended all cash acquisition of The Restaurant Group plc.
• Apollo and its portfolio company, Lottomatica, on various acquisitions in the European gambling and gaming sector.
• Canada Pension Plan Investment Board (CPPIB) on various mandates, including on its partnership with IKAV to acquire Aera Energy and its $1.4 billion new equity investment in FNZ, a global wealth management platform, alongside Motive Partners.
• Clayton, Dubilier & Rice, LLP on the approximately €16 billion (EV) acquisition of a 50% controlling stake in consumer healthcare champion, Opella, from Sanofi.
• Clayton, Dubilier & Rice, LLP and Morrisons on the £2.5 billion sale of Morrisons Petrol Forecourts to Motor Fuel Group.
• EQT-led consortium on the £4.5 billion recommended cash offer for Dechra Pharmaceuticals PLC.
• GIC on various mandates including the £694 million acquisition of a 75% stake in the majority of Paddington Central assets from British Land and the capital investment in Hotel Investment Partners (HIP), a leading owned of resort hotels in Southern Europe.
• Thoma Bravo, L.P. on the recommended all cash acquisition of the entire issued, and to be issued, ordinary share capital of Darktrace.
• Trive Capital Partners on the recommended cash offer for Ten Entertainment Group.
• Warburg Pincus on its minority investment in Nord Security at a $3 billion valuation.

Prior to joining Kirkland, Ed's matters included:

• Conducting an internal investigation and risk assessment for a global cargo-handling manufacturer’s worldwide operations.
• Acted for a UK-based regulated utilities company in response to whistleblowing allegations of regulatory breaches.
• Conducted a large-scale review for a global management consultancy of certain of its transactions in response to press allegations of corruption.
• Advising multiple UK and European-headquartered global financial institutions on a number of notifications and voluntary disclosures to the UK Office of Financial Sanctions Implementation.
• Advising on UK and EU trade sanctions and export controls in relation to investigations by HM Revenue & Customs and the UN Security Council.
• Conducted an anti-bribery and corruption risk assessment for a UK private equity house in relation to its mining assets in Brazil. Drafted related policies and procedures, including a complex procedure for the engagement of third party intermediaries.
• Performed a sanctions and export controls compliance review of the business of a UK-subsidiary of a Japanese electronics manufacturer.
• Assisted a British multinational mining company to design, enhance and implement its anti-corruption, sanctions, and export controls compliance programme at a Group level and within the marketing department. This included revising policies and procedures and drafting contractual provisions.
• Advising a range of corporates and financial institutions on anti-corruption, economic sanctions and export controls compliance, policies and procedures, including the preparation and delivery of training material.
• Experienced at performing anti-corruption, modern slavery, sanctions and export controls due diligence in relation to M&A transactions, including negotiating and drafting contractual protections on asset and share sales.

Norton Rose Fulbright LLP

• Associate (2017–2021)