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Caroline Hagg

Caroline Hagg

Associate

Caroline is a corporate governance specialist with cross-sector experience advising both listed and private companies. 

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Experience

Caroline is an associate in our corporate governance advisory team. During her time at Herbert Smith Freehills she has played an integral part in advising many of our key clients on high profile and strategic governance matters. 

Caroline offers commercial and pragmatic advice, having undertaken two secondments to the Legal and Company Secretariat team of Hammerson plc (including during its 2020 £550m rights issue and disposal of VIA Outlets for €300m), as well as having spent a year on secondment to the Mergers & Acquisitions team at global insurance broker Willis Towers Watson. 

Additionally Caroline regularly trains both public and private companies and their boards on new and forthcoming legal and regulatory developments as well as writing on corporate governance topics. 

Caroline's recent experience includes advising: 

  • Kin and Carta plc, the global digital transformation agency, on its accreditation as the first ever certified B Corporation on the London Stock Exchange 
  • Made.com Group plc on a range of corporate governance issues following its initial public offering in 2021 including in relation to corporate reporting requirements, its annual general meeting, director and board matters, remuneration and share plan issues, continuing obligations under the listing regime and day-to-day corporate governance issues
  • A large number of listed companies (FTSE 100, FTSE 250, FTSE Small Cap and AIM) including Associated British Foods, British American Tobacco, Capital & Counties, Hammerson, Hiscox, Severn Trent and WH Smith on a range of corporate governance issues including corporate reporting requirements, the UK Corporate Governance Code, annual general meetings, listed company continuing obligations as well as "business as usual" corporate governance and company secretarial matters
  • Various FTSE 100 and FTSE 250 clients on dividend-related issues, including scrip dividend programmes, enhanced scrip dividends and dividend remediation processes 

Prior to her current role, Caroline advised a wide range of corporates on transactions including both public and private mergers and acquisitions, joint ventures and equity capital markets transactions, including: 

  • Hammerson plc on its £550m rights issue combined with the disposal of its interests in VIA Outlets to APG for c. €300m (which was both a Class 1 and related party transaction)
  • British American Tobacco on its $49.4 billion recommended offer for Reynolds American to create the world's largest listed tobacco company
  • Willis Towers Watson on a variety of cross-border M&A and joint venture projects, including the sale of its businesses across Algeria, Benin, Burkina Faso, Central African Republic, Chad, DRC, Guinea, Liberia, Madagascar, Mali, Niger, Sierra Leone and Togo to ASK Gras Savoye
  • UK Finance on the creation of a new financial services trade body through the merger of six existing trade associations including the British Bankers' Association and the Council of Mortgage Lenders
  • Tandem, a FinTech company, on various equity and convertible debt fundraising rounds as well as acquisitions and associated regulatory considerations

 

Background

Caroline has a First Class Honours in European Social and Political Studies from University College London, having studied at the Institut d'Etudes Politiques de Paris (Sciences Po) as part of her degree. She speaks French, Spanish, German and Welsh.  

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