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Brodies LLP

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Roger Cotton

Work 0131 656 0129
Brodies LLP

Work Department

Commercial services, projects


Partner in the commercial specialist services team, Roger is an experienced commercial contracts lawyer, with complementary specialisms in public procurement and state aid law. His commercial contracts expertise is deployed across all sectors, but particular practice areas include rail, air, road and marine transport, public sector collaboration, contracting and infrastructure procurement and energy. When working on complex projects, he has an ability to problem solve, and to develop innovative project structures. From the public and private sector perspectives he has significant experience in delivering challenging projects through public procurement processes. Roger is accredited as a specialist in public procurement law by the Law Society of Scotland.


Qualified 2000; notary public; Brodies LLP 1998 to date. In-house public sector experience having been seconded to the legal directorate within the Scottish Parliament.


University of Aberdeen (1997 LLB (Hons); 1998 Dip LP).



Within: Transport

The ‚Äėvastly experienced‚Äô team at Brodies LLP¬†handles the spectrum of road, rail and shipping work. It is well placed to advise clients on high-value Scottish transport projects, particularly in relation to marine and rail infrastructure. The shipping and marine group is led by the ‚Äėpassionate‚Äô Duncan McLean, which spans contentious insurance, commercial and regulatory work, in addition to non-contentious matters including ship finance, sale, purchase and chartering. Roger Cotton¬†is a rail specialist whose ‚Äėknowledge of franchising procedures is a great strength to bidders‚Äô. Odell Milne‚Äôs ‚Äėoverall depth of expertise and pragmatic advice‚Äô is noted. The group is advising Renfrewshire Council and Glasgow Council on a proposed rail link between Glasgow City Centre and Glasgow Airport, which is to be funded via the Glasgow City Deal. It continues to be instructed by Perth and Kinross Council in connection with a major road and bridge infrastructure project. On the shipping side, the team is advising Transocean on potential liabilities arising from the grounding of a large semi-submersible rig that occurred in August 2016. It is also the sole legal adviser to Lerwick Port Authority, handling matters including a decommissioning facility, the construction of a new quay, corporate deals and commercial developments by major industrial landlords.

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Scotland: Corporate and commercial

Corporate and commercial: Edinburgh and Glasgow

Within: Corporate and commercial: Edinburgh and Glasgow

Brodies LLP 's team combines 'expertise, knowledge, people skills and attention to detail to ensure that the deal is completed in a timely manner'. Shuna Stirling  leads the group, which includes 'real no-nonsense commercial lawyer' Neil Burgess and Julian Voge. Other names to note include William McIntosh, Derek Stroud (who focuses on the renewable energy and oil services sectors), food and drink group head Eric Galbraith and associate Liz Bruce. The firm handles a broad cross-section of mandates for Scottish, UK and international clients; its varied workload includes acquisitions and disposals, MBOs, joint ventures, restructurings and commercial contracts matters. Illustrative of the firm's excellent record in high-profile and landmark deals, in 2017, Stirling, Roger Cotton and associate Alasdair Dunn acted for Abellio in the sale of a 40% stake in the Greater Anglia rail franchise to Mitsui & Co., and also in new joint venture arrangements between Abellio and Mitsui. Burgess was the lead adviser to City Facilities Management Group on its strategic acquisition of Maintenance Management and Atrium Maintenance France, as part of the client's European expansion plans. McIntosh led a cross-practice team, which assisted Energy Services Group (which is backed by Accel-KKR) with its acquisition of Utiligroup, and with the related funding aspects of the deal. Martin Sloan has particular expertise in technology procurement (particularly in the financial services sector), IT outsourcing and data protection.

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EU and competition

Within: EU and competition

Brodies LLP assists public and private sector clients with a wide ambit of public law, regulatory and competition law questions.  In addition to handling transactional antitrust matters, Rod Lambert has a wealth of experience of cartel investigations, dawn raids and antitrust litigation. Charles Livingstone has expertise in antitrust compliance and enforcement, merger control and state aid, among other areas and also co-heads the firm's multidisciplinary Brexit advisory group with Christine O'Neill, which advises clients from a wide range of sectors on the implications of the UK's departure from the European Union, including the future UK-EU relationship. Roger Cotton leads the public procurement team and is also a state aid expert. Livingstone, O'Neill and others recently represented the Scottish Whisky Association, spiritsEUROPE and CEEV in a challenge to the Scottish government's Alcohol (Minimum Pricing) (Scotland) Act 2012 . In another highlight, Livingstone acted for Scottish Care in the CMA's UK-wide study of the care homes market.

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Scotland: Projects, energy and natural resources

Energy (excluding oil and gas)

Within: Energy (excluding oil and gas)

Brodies LLP has a strong market profile in the Scottish renewable energy sector, and it particularly stands out in areas such as onshore wind, hydro, heat and bioenergy. The team, which is jointly led by Keith Patterson and Kirsty Macpherson, is frequently sought-after by clients in the most high-profile matters in the market. Patterson, Roger Cotton and Neil Collar are acting for Grangemouth Renewable Energy Limited in the development of a large biomass combined heat and power (CHP) project and district heating network; this is the largest CHP project, and the first heat-led project, to win a contract for difference (CfD) in Scotland. In 2017, Patterson, Sarah-Jane McArthur, Phil Hunter, associate Alison Polson and others advised three project companies owned by Banks Renewables on the £210m development and financing of a 151MW CfD wind farm portfolio; this matter represented the first CfD onshore wind farm financing. McArthur, construction director Mark Finlay and Michael Stoneham (who is the head of energy and infrastructure finance) are acting for MeyGen in the development of a landmark, first-of-its-kind tidal stream energy project in the Pentland Firth. Alix Bearhop focuses on the real estate aspects of renewable energy projects, while Derek Stroud has more than 15 years of experience of corporate transactions connected with the industry. Associate Claire Reid assists developers and landowners with wind, hydro and anaerobic digestion projects.

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Within: Projects

Brodies LLP's practice is growing significantly under the joint leadership of Drysdale Graham , who joined from Pinsent Masons LLP in May 2017, and energy and infrastructure finance head Michael Stoneham. Graham's arrival has led to the firm undertaking more work for project sponsors and their funders in projects in the UK and Ireland. It has also led to new instructions from the Scottish market; he acted for bidders in eight out of ten projects in the Scottish government's recent £2.5bn NPD programme, with his clients winning three of those projects. Graham also advised Aberdeen Harbour Board on the procurement of the new South Harbour at Nigg Bay. Stoneham has worked on UK PFI/PPP and NPD projects since 1995; his key clients include Nord LB, Atlantis Resources and M&G Investment Management. Sarah-Jane McArthur, Roger Cotton and others assisted Hub East Central Limited (on behalf of Fife Council) with the delivery contracts for the Glenrothes town centre district heating network, a £20m collaborative project with RWE. McArthur also acted for Indaver as the proposed operating sub-contractor for one of the bidding consortia for the Aberdeen Ness Energy from Waste project. The firm also undertakes projects in sectors such as transport, education, accommodation, housing and healthcare. Keith Patterson, Jackie McGuire, Alistair Mclean , and managing associates Billy Kay, Ali Rimell, and Juliet Haldane, are also recommended.

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Legal Developments by:
Brodies LLP

  • Scottish planning obligations: modification and discharge ‚Äď the story so far‚Ä©

    Planning obligations 1 (formerly agreements), which restrict or regulate the use or development of land, perform a crucial function within the planning system. In Scotland in particular, where the community infrastructure levy has not been adopted, the planning obligation continues to be the primary mechanism for the delivery of much needed local and regional infrastructure through developer contributions, often involving very significant sums. ‚Ä©
    - Brodies LLP

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