Allen & Overy LLP acts across the full spectrum of corporate governance issues, with dedicated teams handling AGMs and annual reporting, shareholder activism and board disputes, Environmental, Social, and Corporate Governance reviews, and providing continuous advice to boards through its A&O Consulting platform. Additionally, the team advises corporates on issues around workplace environment, harassment, corporate culture, and environmental sustainability. The firm counts a considerable number of FTSE-listed companies as clients, including household names in financial services and retail. Richard Browne takes the lead on transactional work, including hostile takeover defence and other issues relating to takeovers and acquisitions. Global corporate chair Richard Cranfield specialises in advising financial institutions on a range of governance issues and restructurings, with David Broadley also heavily involved in the financial services sector. Paul McCarthy handles employee equity and executive renumeration, while Matthew Townsend advises on environmental, regulatory, and trade-related matters. Victoria Rankmore and Kate Astley specialise in AGMs and annual reporting, with both promoted to counsel in mid-2020.
Corporate governance in London
Allen & Overy LLP
Practice head(s):
Other key lawyers:
Matthew Townsend; Victoria Rankmore; Kate Astley; Claire Coppel
Testimonials
‘When the full Covid-19 crisis struck, the value of David Broadley’s team was apparent – they were able to advise with confidence and clarity how market practice was changing (which was daily). We received a high level of carefully thought-out and bespoke advice that meant we negotiated this period without missteps.’
‘Kate Astley and Victoria Rankmore have consistently exceeded expectations. The responses are fast, to the point and leave me with no further questions or doubt as to how I will proceed.’
‘Whilst the core team are very strong they also have dedicated expertise in a broad number of areas that can be called in to support complex issues.’
‘Richard Cranfield and Claire Coppel are particularly strong in both their technical abilities and their understanding of how legal matters relate to real business issues and situations – giving strong legal and pragmatic support.’
‘The team has a number of individuals who are not just highly experienced in all corporate matters but who also have extensive expertise and experience in relation to the laws and governance requirements applicable to mutual organisations, which is invaluable.’
‘It is the depth of experience and expertise across a broad range of organisations and issues that stands out in comparison to competitors. In addition, the responsiveness of the team and the commercial acumen that they apply to a range of complex situations and problems are valued greatly.’
‘David Broadley and have his team have provided pragmatic, practical, commercial advice on challenging and new ideas that has helped our business cut costs significantly.’
Key clients
Aviva
Direct Line
Great Portland Estates
Ibstock
Imperial Brands
Sage Group
TUI
Associated British Foods
Quilter (formerly Old Mutual Wealth)
Network International
Hiscox
Consort Medical
McCarthy & Stone
DWF
Electra Private Equity
Man Group
Prudential
Work highlights
- Advising approximately 30-35 FTSE listed companies each year on AGMs, Annual Reports and governance arrangements.
- Advised DWF Group Limited as issuer’s counsel on its IPO and listing on the premium segment of the London Stock Exchange.
- Advised Man Group on its corporate reorganisation to introduce a new Jersey incorporated holding company for the Man Group and to facilitate the separation of the Group into UK/EEA and rest of world sub-groups.
Baker McKenzie
Baker McKenzie advises UK PLCs, privately-held companies, overseas subsidiaries, and several global organisations on the full range of corporate governance issues, with a particular focus on developing issues of social responsibility, environmental considerations, diversity, and corporate culture. The team has a variety of sector expertise, ranging from major retailers and service companies to financial institutions, to charities. Beatriz Pessoa de Araujo is a highly experienced corporate lawyer with a strong focus on global corporate governance and diversity, working with boards and senior management on board formation, corporate culture, and best practice. Helen Bradley leads the corporate finance team, advising on transactional due diligence and governance issues for listed companies. Jo Hewitt focuses on subsidiary governance, private company governance, and group reorganisations, advising boards on governance and ESG issues.
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Testimonials
‘The team responds quickly to queries, and gives practical advice and guidance.’
‘The team is able to offer a range of experience depending on what is required. Very practical and business orientated.’
‘I have valued their availability, competence and proactive attitude.’
‘They invest a lot of time in researching new developments in corporate governance. You get a sense that the team are passionate about the area, and are genuinely interested in helping their clients understand new developments.’
‘Joanna Hewitt is a standout partner who is skilled in advising on corporate rationalisations and restructuring, and is also adept at drawing in other members of the corporate governance team when needed.’
Strategic insight, thought leadership and tip-top client care. Beatriz Araujo stands out.’
‘Principled and always provide thoughtful advice. A very collaborative approach.’
‘They stand out for their level of professionalism, knowledge and willingness to go above and beyond to support the client.’
Key clients
Arm
BP
Jones Lang LaSalle
Natura Group – The Body Shop
Colt
McDonalds
L’Oreal (UK) Limited
Westinghouse Electric Company
CK Hutchison
Unisys Limited
TBC Bank Group
Willis Towers Watson
Cadogan Petroleum
Fedex UK
IPG
Rotork
Spirax Sarco Engineering
RAK Petroleum
GHG
Georgia Capital
Bank of Georgia
Photo-Me International
Zebra Technologies
Merchant Navy Officers Pension Fund
Work highlights
- Partnered with Deloitte in undertaking a project with the World Business Council for Sustainable Development regarding board governance and sustainability.
- Advising the board of a FTSE 100 client following its receipt of a whistleblowing allegation that it had deliberately misled the market as to the cost and progress of a significant project.
- Advised the board of Georgia Healthcare on exchange offer by its controlling shareholder.
Clifford Chance LLP
Clifford Chance LLP works with a considerable number of major FTSE-listed businesses across a number of industries, particularly financial services, but also including names such as EasyJet and ITV. The team has a range of expertise and collaborates closely with the corporate and employment department, advising on regulatory compliance, shareholder activism issues, and transactional issues including takeover defence, alongside environment and social governance work. Of particular note is the firm's market-leading work on highly sensitive sexual harassment matters, many of which are high-profile in nature. Key team members include Melissa Fogarty, who advises many institutional clients on transaction-related matters, David Pudge, a highly-regarded adviser to listed companies and financial institutions, regulatory specialist Steven Fox, and Daud Khan, who advises on cross-border transactional and regulatory issues. Also recommended is Carlos Conceicao, who handles a variety of contentious regulatory considerations.
Practice head(s):
Melissa Fogarty; David Pudge; Steven Fox; Daud Khan; Richard Crosby; Nigel Howorth; Luke Tolaini; Carlos Conceicao; Rae Lindsay; Chris Yates; Sonia Gilbert; Mike Crossan
Testimonials
‘The team mobilises in an instant – they are on the case in a flash with a wonderful depth of experience and the resource and skills to tackle any situation.’
‘Exceptionally thorough and thoughtful, and highly responsive. Always go the extra mile, add value and deliver ahead of any deadline. I get a strong sense that they care deeply about delivering top-quality work product and are invested in their client’s success.’
‘David Pudge and his team give complete assurance that they are all over this area and that we are doing the right thing at all times.’
‘Very pragmatic, commercial advice, weighing up all the pros and cons, with the benefit of their vast knowledge and experience.’
‘Just a fantastic understanding of our work, our sector and the complex politics we deal with in building a governance structure.’
‘David Pudge has been outstanding in his responsiveness and proactivity to advise on corporate governance issues relevant to our business, particularly in recent months when we have sought guidance from him at very short notice on the effects of Covid-19. His advice continues to be authoritative and readily understood and trusted by our entire board.’
Key clients
HSBC
Glencore
Informa
Serco
easyJet
Legal & General
Provident Financial
Pharos Energy
ITV
Meggitt
Virgin Money
Jupiter Fund Management
Devro
French Connection
Halfords
Work highlights
- Advised easyJet on its commitment to be the first international airline to offset carbon emissions from fuel used on all of its domestic and international flights from 19 November 2019.
- Advised the Centre for Sport and Invictus Games Foundation on their governance structure and operations.
- Advising Provident Financial in respect of a full range of corporate governance matters including ongoing day-to-day and event driven obligations.
Herbert Smith Freehills LLP
Herbert Smith Freehills LLP' dedicated governance advice team works with a considerable number of listed companies, including a large share of FTSE-100 and FTSE-250 firms, as well as many major privately-owned corporates. The team works with executive and non-executive board members, in-house and general counsel, and management teams on annual reporting, ESG considerations, and shareholder considerations, supported by partners in complementary practice areas such as corporate, employment, and financial services. The highly experienced Ben Ward and Paul Ellerman lead the team, with Ward advising on the full spectrum of governance issues, while Ellerman specialises in renumeration and incentives matters. Greg Mulley handles hostile takeovers, shareholder activism, and regulatory investigations, while senior partner James Palmer regularly provides high level strategic advice to companies and government departments on emerging crises and issues within corporate governance. Gareth Sykes is of counsel, and coordinates work within the corporate advisory group, with a particular focus on AGMs, and is a trusted adviser to several key clients.
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Testimonials
‘The HSF team is always up to date with all new and upcoming developments. They can provide practical advice based on this in-depth knowledge and their cross-sector experience. When asking a question you invariably get a practical and useful answer, rather than just a technical response that requires extensive deconstructing.’
‘Gareth Sykes is always available to respond to questions and able to tailor his advice to your practical and technical requirements. He does not just repeat the legislation/guidance but takes the time to interpret what is required in a meaningful way.’
‘The team is very responsive and provides pragmatic advice on corporate governance matters.’
‘A standout firm in this area. Their client training on corporate governance is second to none and is always packed with clients (and non-clients). The practical narrative overlay that they are able to give on corporate governance developments really separates them out from other firms.’
‘Gareth Sykes is phenomenal – he gives succinct, commercially astute advice, and his in-depth knowledge of market practice in areas of corporate governance is invaluable.’
‘The team are proactive and technically strong, and they think about things that may be relevant above and beyond the matter in question. This gives reassurance.’
‘The individuals are very knowledgeable in their areas of expertise and can give advice quickly to support the needs of their client.’
‘Gareth Sykes is a standout individual. He is easy to deal with, goes the extra mile for clients and has deep subject matter expertise.’
Key clients
FTSE100
Associated British Foods
BAE
Berkeley Group
British American Tobacco
Johnson Matthey
Lloyds Banking Group
National Grid
Pearson
Severn Trent
FTSE250
Airtel Africa
Elementis
Ferrexpo
G4S
Genus
Hammerson
Hiscox
Inchcape
Man Group
Moneysupermarket.com
PageGroup
Stagecoach Group
The Unite Group
The Weir Group
Travis Perkins
WH Smith
Wincanton
Other
Abcam
ANZ Banking Group
Canada Life International
Gulf Keystone Petroleum
Kin + Carta
River & Mercantile
South32
TSB
Work highlights
- Advising British American Tobacco on a number of corporate governance matters, including corporate governance reform matters and directors remuneration.
- Advising Kin + Carta on all of its corporate governance issues.
- Advised Berkeley on a proposed return of cash to shareholders, by way of a B share scheme in March 2020 and a C share scheme which was announced in February 2020 but due to market conditions has been postponed.
Linklaters LLP
Linklaters LLP works with corporates, boards, senior management, and non-governmental organisations (NGOs) on a range of governance issues, including ethics, governance structures, renumerations, environment and sustainability, anti-bribery, and regulatory compliance. The firm's cross-practice team offers board advice, crisis management, disclosure obligation advice, and help with internal investigations. The team is led by Vanessa Harvard-Williams, a corporate sustainability specialist who advises on governance policies, human rights, and environmental issues; Michael Bennett, the firm's dispute resolution head; and Tom Shropshire, who works on the full spectrum of corporate strategy issues in both the UK and the US. Alexandra Beidas advises global corporates on internal employment and remuneration policies as the firm's incentives head, while managing associates Ruth Knox and Aileen Buchanan are highly recommended for their work on the global ESG impacts of M&A transactions in a number of industries.
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Testimonials
‘Excellent at providing pragmatic guidance, understand internal tensions and challenges, and offer practical solutions. Good communicators and fun to work with.’
‘Tom Shropshire’s experience and intellect are exceptional. His problem-solving capability is as good as any we encounter, and his ability to take away a knotty issue and return it neatly packaged, often with a bow on top, is hard to match. His team appears to work as a very exceptional machine.’
‘Tom Shropshire’s calm demeanour, problem-solving ability and can-do attitude are second to none.’
Key clients
UN Global Compact
Work highlights
- Collaborated alongside the United Nations Global Compact and UC Berkeley School of Law on the drafting of a guide for general counsel on corporate sustainability.
- Advising various lenders and export credit agencies on the application of international environmental, social, and sustainability standards to a number of large and complex project financings, including petrochemicals, liquified natural gas, and offshore wind projects.
Addleshaw Goddard
Addleshaw Goddard supports clients across the full spectrum of governance issues, with work encompassing board support and constitution, annual reporting, corporate responsibility, climate change responses, employment and compensation, and regulatory compliance. Of particular note is the firm's broader role in the industry, providing thought leadership on governance guidelines and reforms. The team includes lawyers from the firm's corporate, employment and litigation practices, allowing it to represent clients in contentious matters alongside continuous advisory work. Clients include a number of FTSE-listed corporates, financial institutions, and building societies. Ben Koehne focuses on the financial services sector, and is a go-to adviser for building societies on governance and strategy. Managing associate Richard Preston is a key team member, working directly with clients on governance systems and regulatory compliance.
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Testimonials
‘What makes this team unique is that their sole focus is governance, they are not corporate transaction lawyers who do some governance advisory work on the side. What this means is that they have an unparalleled depth of not only technical knowledge but also market practice. Their availability and response times are excellent and they are practical in their advice rather than purely technical.’
‘Richard Preston has a deep technical knowledge which is great to rely on, even in developing areas of governance.’
‘The practice is aimed at the corporate governance community. The team have an in-depth knowledge of the challenges and issues faced by this community and have built up a market-leading practice to respond to these needs.
‘Always at the forefront of developments and make this knowledge readily available to clients.’
‘Key strength is their expertise in the evolving landscape of corporate governance and narrative reporting. Their annual report checklist is the most comprehensive and usable guide in the business.’
Key clients
NFU Mutual
FNZ
Carclo
International Personal Finance
Rio Tinto
JD Sports
British Land
Capita
Morgan Advanced Materials
Rathbone Brothers
Ted Baker
On the Beach
Indivior
Vesuvius
Victrex
Dixons Carphone
PZ Cussons
Acacia Mining
Portakabin
Reclaim Fund
Network Rail
Work highlights
- Assisting Indivior with regular questions on governance, FCA Handbook and Market Abuse Regulation, and remuneration issues, and advising on its implementation of the revised UK Corporate Governance Code.
- Carried out a largescale global review of the operation of William Hill’s savings-related share option scheme,
- Advised Carclo on an EGM regarding net asset value falling below required level of share capital.
Dentons
Dentons advises clients across a variety of industries, including the public sector and financial services, on a range of issues, including Brexit, employment considerations, executive and non-executive compensation regimes, and regulatory compliance, with particular expertise in cross-jurisdictional compliance for US-based parent companies and their subsidiaries. The team is led by Martin Mankabady, who advises major corporates in highly regulated industries; alongside Richard Barham, who primarily advises companies and governmental bodies on issues around mergers and acquisitions, joint ventures and restructurings. Daren Allen handles contentious regulatory matters, including investigations and litigation, while newly-promoted partner Katharine Harle specialises in regulatory compliance work on behalf of FCA and SRA-regulated businesses and their senior leadership teams.
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Testimonials
‘The individuals are knowledgeable, engaging and try to understand the clients business before advising.’
‘The Dentons’ team cover most of the legal disciplines we need including aviation leasing, corporate governance, employment and commercial contracts/disputes. They have a long-standing interest and expertise in the aviation sector. Their global coverage means they can support us in most jurisdictions where we need legal assistance.’
Key clients
Wizz Air
Fair Finance
North Essex Authorities
WorldFirst
Work highlights
- Advising Fair Finance on, and drafting the documentation to implement, a debt-equity swap where certain lenders converted their loans into equity in Fair Finance.
- Advising a financial services company on a root and branch corporate governance overhaul following intervention from a regulator.
- Assisting an insurance company on Brexit restructuring and putting in place a new corporate governance framework on a Europe wide basis moving from a single entity to a twin entity model.
Norton Rose Fulbright
Norton Rose Fulbright advises a variety of global and multinational corporates on the full range of corporate governance issues, including listing and annual reporting obligations, regulatory compliance, shareholder issues, and management accountability. Alongside advisory work, the team has a strong contentious element, working with clients on complex regulatory investigations, white-collar crime proceedings, and litigation. Jon Perry heads up the practice, advising on governance issues arising from transactions, with particular expertise in the mining, commodities, and financial services industries in Africa and South America, Christopher Pearson is recognised in the market for his role in complex multijurisdictional takeover and regulatory matters, while Jonathan Herbst heads up the firm's global financial services regulatory practice. Neil O’May is a specialist criminal law practitioner who represents and defends a number of major corporate clients in investigations and prosecutions.
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Testimonials
‘This is a superb team with strength at all levels and the ability to draw on the expertise of the firm as a whole. Of particular note is the team’s experience in dealing with cross border issues. They have great strategic vision and provide an outstanding service in all cases.
Neil O’May is an outstanding lawyer with vast experience in dealing with individuals and corporate entities.’
Key clients
Anglo Pacific
Barrick Gold Corporation
Coca Cola HBC
Crest Nicholson
F&C Investment Trust
Greencoat
HSBC
IMI
Lloyds Banking Group
Petropavlovsk
PPHE
Randgold Resources
Terra Firma
Reach
ValueAct
TeliaSonera AB
Victor Dahdaleh and associated companies
Civitas Social Housing
Work highlights
- Advised Barrick Gold Corporation in relation to the framework arrangements entered into between Barrick and the Government of Tanzania.
- Advised the Takeover Panel in relation to the post offer undertakings in connection with the £4bn acquisition of defence firm Cobham by Advent International.
- Represented Carl Rogberg, the former Financial Director of Tesco in the high profile investigation into accounting practices at Tesco.
RPC
RPC provides advice to a range of clients, encompassing regulatory compliance, internal policies, board reviews and training. The practice works closely with executive and non-executive directors, and offers considerable in-house experience across a variety of industries. The team is led jointly by Jeremy Drew, who advises on contentious and non-contentious commercial issues for several high-profile clients; Patrick Brodie, who handles equalities and employment considerations; and Matthew Griffith, who focuses on the financial services and insurance sectors. Sam Tate is also of note, working on white-collar crime and fraud-related issues. The leadership team is active in thought leadership around various issues, most notably gender equality.
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Key clients
Fraser Group (previously Sports Direct)
Federal Republic of Nigeria
Optio
Dialog Semiconductor
Ceres Power Holdings
Egon Zehnder
ArcelorMittal
Work highlights
- Representing Sports Direct in highly publicised proceedings against the Financial Reporting Council, successfully resulting in an appeal decision. The matter may proceed to the Supreme Court.
- Representing the Federal Republic of Nigeria in its claim against JP Morgan arising out of the bank’s alleged role in the fraudulent and corrupt acquisition of an oil prospecting licence for the sum of $1.3bn
- Acted for Open Britain advising on the handling of misconduct allegations encircling the People’s Vote campaign at the time of the General Election.
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
Skadden, Arps, Slate, Meagher & Flom (UK) LLP advises FTSE-listed companies and a number of major European corporates on a range of corporate governance issues, including transactional support, advice to boards, public listings, regulatory investigations, and white-collar crime proceedings. The firm has particular expertise advising foreign-listed US companies, in line with the firm's wider capabilities, offering US, UK, and European legal advice on regulatory and corporate governance regimes. The team has expanded, with the arrival of M&A partners George Knighton and Simon Toms from Allen & Overy LLP, with both having extensive experience in transactional and board-level advice to major corporate clients. They jointly lead the team with Scott Hopkins, who advises clients on legal and regulatory responsibilities and disclosures, alongside leading the firm's public M&A team. Elizabeth Robertson leads on white-collar crime and regulatory compliance issues.
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Key clients
Phoenix Group Holdings
Nokia
Former Director at British American Tobacco
MJ Gleeson
Atlantica Yield
Arrow Global Group
Iceland Foods
QIWI
Globalworth
Borr Drilling
DRD Gold
ASML
Kenon
Virgin Money Holdings (UK)
ICAMAP/easyHotel
GBG
Work highlights
- Advised Phoenix on completion of its reverse takeover of Standard Life and its acquisition of ReAssure, including advice regarding governance arrangements, shareholder approval and a prospectus, and ongoing advice regarding reporting to its shareholders and debt investors.
- Advising Atlantica Sustainable on UK corporate governance issues and US disclosure issues arising from the decision by shareholders at its May 2020 AGM to dismiss four of the company’s independent directors.
- Advising a North American financial services company in connection with a privileged gap assessment of the market abuse surveillance framework and related compliance systems, policies and procedures, following queries raised by regulators in Europe, the Asia Pacific region and North America.
Travers Smith LLP
Travers Smith LLP advises corporate clients across a variety of issues, with dedicated teams handling listed company advice, corporate governance risk, anti-corruption, and contentious regulatory matters. Particular areas of expertise include environmental and social governance (ESG), corporate culture, board management and compensation, reputational protection, and regulatory compliance. Doug Bryden heads up the governance risk, environmental, and regulatory groups, advising blue-chip corporates and an increasing number of private equity funds on governance risk, sustainability, and corporate responsibility. Senior counsel Laura Summerfield heads up the listed company advisory team, working on issues such as board composition, reporting, shareholder activism, and corporate culture. Also of note are the firm's capabilities in employment-related issues, with Adam Wyman active in whistleblower complaints, sensitive harassment and cultural issues, and corporate investigations.
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Testimonials
‘Highly specialist team‘
‘We have built strong working relationships with many of the Travers Smith team as they have performed a key service during the development of our Corporate Governance programme. We have been able to leverage their breadth of capability and expertise in order to amplify the effect on the ground of our own compact team.’
‘Responsive and approachable.
The partner Doug Bryden is very knowledgeable, always happy to step in if required and has a pragmatic and business-friendly approach.’
‘Market-leading team that keeps its clients current.
Doug Bryden mixes great technical expertise with deep industry knowledge and understanding.’
‘The core strength of the team at Travers Smith is their expertise in the understanding of corporate structures when undertaking risk advisory mandates in particular corporate governance and decision making procedures. Their experience is such that they know to focus on the key importance of having a clear and efficient system within the client’s organisation for identifying and addressing risk. It is this ability to focus on what is important in this context which has won them praise from their peers and clients.’
Key clients
Micro Focus International
Advent
Nomura
SSP Group
Hostelworld Group
Noble Corporation
Camellia
S4 Capital
Brewin Dolphin Holdings
Porvair
Smithson Investment Trust
Safestore Holdings
Mears Group
McColl’s Retail Group
Work highlights
- Advised Micro Focus on a root-and-branch review of the company’s policies and procedures on corporate governance, anti-bribery and corruption, expenses, sanctions and export controls, human rights, tax evasion, AML, conflict of interests, confidential information, human rights and sustainability concerns.
- Advising multiple publicly quoted clients on governance and disclosure issues, including advising on annual reports and notices of Annual General Meetings, UK Corporate Governance Code disclosures and new Section 172 statements, stakeholder engagement issues and remuneration policies/reports.
- Advising a wide range of asset manager and financial services clients on a range of corporate reporting and ethical issues such as Modern Slavery Act, ABC and upcoming EU sustainable finance and related governance issues.