Lialah Harwood

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I am committed to providing engaged, pragmatic and commercially focussed legal advice to clients, drawing on my experience in private practice and in-house at a leading institutional investor. My background in international transactions from early on in my career, spanning EMEA, the US and offshore jurisdictions, has been invaluable - enabling me to understand clients’ priorities and connect effectively with investors and founders across global markets.

Lialah is an English qualified corporate lawyer, advising on M&A and equity investments across developed and emerging markets. She currently focusses on M&A and VC investments in EMEA and the US, recently closing a sale of a UK aerospace tech company to a European buyer and a sale of a UK commodities’ trading business to a US buyer.

She was previously an Impact Investment Solicitor in private practice, acting for impact investor, development finance institution (DFI) and philanthropic clients on purpose-based equity transactions.

Prior to this, Lialah spent 7 years in-house at the UK DFI, British International Investment, focussed on African private equity and development finance transactions (including a secondment to a magic circle law firm’s PE team). She worked on direct equity (growth and VC) investments alongside consortiums of DFI, private equity and impact investors, and some debt and funds co-investments. Alongside typical commercial objectives, key DFI priorities included: 1) impact metrics and policy integration – embedding policy mandates into transaction documents to achieve positive social and climate impacts; and 2) reputational safeguards – mitigating risk through contractual protections such as exit options. Sectors spanned infrastructure, real estate, consumer, education, renewable energy, forestry & agribusiness, microfinance & financial institutions, and healthcare & pharmaceuticals. During her tenure at BII, she presented at the European DFI & MDB Counsel Interact Summit 2023 on Remedy under the United Nations Guiding Principles on Business & Human Rights.

Her experience also covers in-house counsel support to early-stage companies (US tech platform; African real estate; European sustainable nanotechnologies). She holds a BA (Hons) in Philosophy from the University of Manchester & University of Sydney, an LLB (Hons) and LLM (Dist.) in Law.

Relevant Experience

M&A

  • Advised sellers of a UK aerospace tech company on the sale to a European strategic buyer.
  • Advised seller of a UK commodities trading business on the sale to a US strategic buyer.
  • Advised investors on a UK Joint Venture food brand & restaurant business.
  • Advised UK buyer on acquisition and hive down of a Dutch Tech company.

Direct Equity Investments & Exits

  • US$35M (as substantial minority investor) via follow-on equity rounds into a sustainable forestry business in Ghana & Sierra Leone.
  • Assisted on a successful ~US$1BN international consortium bid in a competitive auction for an Ethiopian telecoms licence.
  • Assisted on a US$380M public takeover bid of a listed Zambian power company.
  • Assisted in $35M equity and follow-on round in South African affordable housing platform.
  • Advised European DFI on US$5M convertible loan (quasi-SAFE) into Tanzanian food distribution company.
  • Advised impact investor on US$11M investment into agribusiness spanning Ethiopia, Uganda, Rwanda, Kenya, Ghana, Cote d’Ivoire.
  • Completed a post-IPO exit via block trade sale of an LSE-listed microfinance institution, which provides socially responsible loans to low‐income & female entrepreneurs.
  • Completed an exit from a listed Ugandan bank, selling to a European DFI.
  • Completed an exit from a provider of low cost, high-quality education in Kenya, selling to an incoming US investor.

Co-Investments

  • Closed US$10M equity (funds co-investment) via an SPV LP and US$2.5M equity (venture capital funds co-investment) into an Egyptian supermarket chain and an Egyptian mobile-money platform respectively.

Direct Debt Investments

  • Assisted in US$35M and US$15M senior secured debt investments into a global energy company’s pan-African mini-grids, and off-grid solar home system projects in DRC.
  • Assisted in US$720M senior debt facility to provide renewable power and BESS (battery energy storage systems) in South Africa.

Equity & Debt Capital Markets

  • Closed a US$30M Angolan Eurobond listing on the ISE GEM – the first ever internationally listed Angola corporate bond.
  • Completed a reverse merger of a Bermuda company into a NASDAQ-listed US corporation and prepared for subsequent REIT conversion.
  • Delisted a Segregated Accounts Company from the Bermuda Stock Exchange and prepared for IPOs on the Frankfurt Stock Exchange and London Stock Exchange AIM.
  • Closed US$15M mini-bond private placement to qualified investors and issued US$5M convertible loan notes.

Philanthropic

  • Advised a global investment bank foundation on its ~$9M investment into a pharmaceutical app, to facilitate effective drug distribution in SE Asia.
  • Advised a global investment bank on a ~US$1M impact bond to upskill underprivileged youth in SE Asia, in collaboration with a SE Asian global investment company and a SE Asian University.
  • Advised a charitable fund on extending a ~£10m government grant programme to support and upskill Ukrainian refugees.
  • Assisted in setting up a social enterprise subsidiary to improve access to medical innovations in low and middle-income countries.

Other Highlights

  • Led on the competition law and merger control function for BII, working with deal teams and antitrust counsel to analyse data, complete filings and respond to requests from regulators across the region, including the COMESA Competition Commission.
  • Portfolio management of equity investees’ legal and governance matters, board seats and shareholder consents, including for: a 3D-printed housing company with operations across Kenya, Madagascar and Malawi; a Pakistan windfarm; and a Zambian vertically-integrated agribusiness.
  • Assisted in setting up a Dutch foundation, providing evaluation tools to harmonise financial institutions’ impact measurements against the UN SDGs.

Practice Areas

Corporate