The Lex 100: Archives

Clyde will be launching its second German office after Düsseldorf later this year, with Ince’s former head of English law Daniel Jones and head of admiralty and energy Eckehard Volz.

Litigation and arbitration expert Tim Schommer and cargo claims specialist Volker Lücke will also join Clyde from Ince, bringing the firm’s Germany partner headcount to six.

Based in Hamburg office since 2008, Jones has been acting for German and Scandinavian shipowners in contentious matters in London maritime arbitration and the English courts. He was also a member of Ince Consultancy, the firm’s non-legal arm launched in 2016 to offer financial, tax and project structuring advice.

Volz joined Ince in 2007 and works on shipping, marine and offshore matters, while Lücke qualified at the firm in 2006 and helped setting up its yacht practice. Schommer joined Ince as a newly qualified German lawyer in 2005 and specialises in in handling shipbuilding, ship repair, yachting and trade disputes.

The news marks the latest chapter in Clyde’s international expansion of late. The firm launched in Los Angeles , Mexico City, Washington and Chicago last year.

As for Ince, senior partner Jan Heuvels said the firm was in a ‘strong position to deal with the increasing mobility of lawyers, which is prevalent within the market’.

‘Over the last two years we have successfully restructured our business, including the adoption of a hybrid lockstep remuneration model that rewards our highest performing partners. This will inevitably result in certain partners seeking other opportunities.’

Heuvels announced the appointment of three new partners in Hamburg. Associates Götz Rahne, Christian Reinert and Martin Malinowski will be promoted to the partnership later this year, meaning the firm will have 13 partners and 23 other fee earners in Germany from 1 May 2018, spread between Hamburg and Cologne.

‘Our Hamburg office is blessed with a depth of talent and events such as this provide opportunities to reinvigorate our team and allow our lawyers to develop further in a collegiate environment,’ added Heuvels.

Meanwhile, north of the channel competition partner Satyen Dhana left CMS last week for Simmons & Simmons’ EU, competition and regulatory group.

Hogan Lovells appointed Tom McFarlane as EMEA head of transfer pricing. He joins from professional services firm Alvarez & Marsal, where he led the transfer pricing and tax-efficient supply chain management practice in London. He previously spent six years at KPMG.

Elsewhere Addleshaw Goddard brought its UK financial regulation partner headcount to six with the appointment of consumer finance specialist Clare Hughes will from Eversheds Sutherland and Lorna Finlayson, former head of Burness Paull’s financial services regulatory practice.

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If successful, the union would bring to an end the City firm’s quest for a US suitor, with BLP having less than two years ago failed to strike a deal with Greenberg Traurig.

‘BLP and Bryan Cave confirm that a proposal to combine the two firms will be voted upon by both partnerships with an outcome expected the week of 26 February,’ said a BLP spokesperson.

A combination would create a 1,700-lawyer practice with 32 offices across 12 countries. The St Louis-bred Bryan Cave has 910 lawyers in 26 offices, including 19 bases in the US. It recorded profit per equity partner (PEP) of $866,000 in 2016 compared to £630,000 for 840-lawyer BLP in 2016/17.

In the top 75 of the Global 100 based on revenue ($607.8m), Bryan Cave has recorded pedestrian top-line growth of 9% over the past five years. While its revenue per lawyer at $639,000 compares respectably with some US competitors, its profit margin at 28% is low for a major American player.

Bryan Cave is no stranger to merger discussions. It has seen recent talks abandoned after having been on the brink of acquiring DC disputes and regulatory firm Dickstein Shapiro in 2015 before it agreed a deal with Blank Rome. The firm previously acquired Denver’s Holme Roberts & Owen in 2012, Atlanta’s Powell Goldstein in 2009 and New York’s Robinson, Silverman, Pearce, Aronsohn & Berman in 2002.

It is fair to say that the union has garnered a mixed response in the industry since the proposed tie-up emerged in October, even allowing for the fact that peers rarely miss a chance to talk down a rival.

The deal has, according to some reports, been met in BLP’s partner ranks with a pragmatic shrug rather than wild enthusiasm. Nonetheless, the vote is viewed as a formality in what will be one of the select handful of substantial transatlantic legal unions to have made it over the line. Given that the original marriage of Paisner & Co and Berwin Leighton defied low expectations during the 2000s, the City real estate leader will be hoping to repeat the trick on a larger scale.

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Addleshaw Goddard advised engineering and construction company J Murphy & Sons on its acquisition of Carillion’s UK power framework business for an undisclosed sum. The deal sees Murphy take Carillion’s position on National Grid’s electricity overhead lines, substation and underground cable framework contracts, supporting replacement and refurbishment schemes on transmission networks across England and Wales.

Murphy, a private infrastructure company which employs more than 3,000 engineers, will also take on 22 former Carillion employees as part of the transaction. The acquisition follows Carillion’s liquidation in January after talks between the Wolverhampton-headquartered company, its creditors and the government failed to reach a deal on its £1.5bn liabilities, including £900m in debt.

The Addleshaw Goddard team was led by Manchester-based corporate partner Shelley McGivern. She declined to comment further.

DLA Piper, meanwhile, acted for the Official Receiver for Carillion. The firm declined to comment further or name who led from its side. Dentons’ restructuring partners Nigel Barnett and Neil Griffiths have also been advising the liquidator since Carillion’s collapse.

Meanwhile, a cluster of firms won advisory roles on Blackburn-based petrol store retailer EG Group’s purchase of Kroger’s convenience store business for $2.15bn. As a result of the acquisition, which is expected to close in the first quarter of Kroger’s fiscal year, EG Group will establish a North American headquarters in Cincinnati, the city where Kroger was founded.

Magic Circle firm A&O is the main legal adviser to EG Group, with a team consisting of partners William Schwitter and Jeffrey Pellegrino. US outfit Kirkland & Ellis also acted for EG Group on financing aspects of the deal, led by partner Neel Sachdev.

Sachdev told Legal Business: ‘It was a real privilege to help EG put in place their new financing and to support their growth strategy through acquisitions, including the Kroger deal.’

Weil provided legal support to Kroger, with a team headed by New York corporate partner Michael Aiello. He was supported by fellow corporate partner Matthew Gilroy, technology partner Michael Epstein, tax partner Kenneth Heitner, executive compensation and benefits partner Paul Wessel, real estate partner Philip Rosen, antitrust partner Jeffrey Perry and environmental partner Annemargaret Connolly.

Paul Hastings advised EG Group on real estate due diligence for the transaction, with a team led by real estate partner Robert Keane alongside corporate partner Robert Miller.

Energy and transport specialist WFW has racked up two significant real estate deals for a combined value of over £860m, after advising longstanding client Frasers Group on its £174.6m acquisition of Farnborough Business Park as well as its £686m buyout of a portfolio of four other UK business parks.

The Farnborough Business Park acquisition was a joint venture between Frasers Centrepoint and Frasers Commercial Trust. The park comprises of 14 commercial buildings and has a net lettable area of 555,000 sq. ft. The portfolio buyout included parks in Reading, Basingstoke, Camberley and Glasgow.

Gowling WLG advised Farnborough Business Park on the sale, while Gibson Dunn & Crutcher represented the seller of the four-park portfolio.

WFW’s team on both acquisitions was led by corporate partner Felicity Jones, who said the portfolio acquisition had a tight timeframe, which was agreed and signed in under four weeks. She added: ‘Having had a long term relationship with the hospitality arm of Frasers, we were especially pleased to work with their commercial arm on their expansion into the UK. It also provided a good opportunity to complement our existing expertise in the business park area.’

Also acting on the acquisitions for WFW was corporate partner Dearbhla Quigley, tax partner Tom Jarvis, real estate partners Simon Folley and Hetan Ganatra and planning and environment partner Nick Walker.

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Simpson, Dechert and Norton Rose Fulbright (NRF) won the lead mandates on a Blackstone-led bid to acquire the data analytics business of Thomson Reuters in a deal valued at $20bn. The bid, confirmed on Tuesday (30 January), is one of the largest ever private equity-backed acquisitions and Blackstone’s largest outside the real estate sector.

Simpson is advising the consortium headed by long-standing client Blackstone, which also includes Singaporean sovereign wealth fund GIC and Canadian pension fund CPPIB. A New York-based Simpson team includes partners Wilson Neely, Elizabeth Cooper and Mike Wolfson (M&A) and Lori Lesser (IP).

Thomson Reuters, advised by Torys and Wachtell, Lipton, Rosen & Katz, is selling a 55% majority stake in its financial and risk (F&R) business in return for gross proceeds of $17bn. The company will keep a 45% stake in the business, as well as full ownership of its legal, tax & accounting and Reuters news operations. As part of the deal, Reuters will supply news to the F&R business for $325m-a-year under a 30-year contract.

NRF, meanwhile, advised Thomson Reuters Founder Share Company, fielding a team that included New York corporate partner David Barrett and London-based IP head Mike Knapper. The London team included corporate partner Jon Perry as well as senior lawyers Clementine Hogarth and Jon Perry. Dechert is advising GIC out of New York with a team led by corporate partners Mark Thierfelder and Jonathan Kim.

The business publishing sector in January generated another multi-billion pound deal with Informa finalising its recommended cash and share offer on its £3.9bn acquisition of listed events business UBM. CC acted for Informa, fielding a team under partners Katherine Moir and Steven Fox, opposite Linklaters duo Michel Honan and Iain Fenn for UBM. CC has acted for Informa on numerous occasions previously, including on its proposed $1.5bn acquisition of Penton Business Media in 2016.

The takeover is designed to create an events business with revenues of £2.6bn a year. Ashurst is advising Centerview Partners, the financial adviser to Informa, with a team led by corporate partner Tom Mercer and banking partner Tim Rennie. UBM is currently the largest dedicated B2B events business in the world, owning and operating more than 300 exhibitions and events.

Despite unease about Brexit, 2018 has gotten off to a strong start for deal counsel, with a string of marquee bids already announced as a depressed sterling and robust economies in the US and the Eurozone underpin M&A activity.

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In a year in which it completed its expansion into ‘initial priority markets’ on the continent by entering The Netherlands and hired 51 partners, the LLP – which includes the legacy Salans business – also grew net profit 20% to €95m. The figures were reported on a cash basis, but the firm said it recorded a similar growth in accrual terms.

Dentons did not disclose profit per equity partner but Europe chief executive Tomasz Dabrowski told Legal Business equity points increased their value by 10% last year and by 30% over the past three.

The German and Italian operations were the two standout performers, growing their top line by 32% to €61m and 92% to €22m respectively.

‘It was really encouraging to see the growth of our business everywhere – that does not always happen,’ said Dabrowski. ‘Hungary was the only exception, perhaps because the market is quite flat and there is a very small amount of foreign investment coming to the market.’

He added the growth was a result of the firm adding new offices and acquiring boutiques ‘but also the synergy between offices’. He pointed to the fact that the percentage of revenue generated as a result of referrals within the Dentons network grew from 26.5% to 28% in 2017.

‘We see the benefits of having offices in many locations, and the potential is still enormous because our practices in Italy, Luxembourg and the Netherlands are still relatively fresh but growing.’

In terms of practice areas, real estate exceeded expectations, corporate performed strongly and arbitration grew significantly, Dabrowski said. Key mandates included advising on OMV’s €1.4bn sale of OMV Petrol Ofisi to Vitol, while panel appointments included Société Générale.

The year saw Dentons merge with Dutch firm Boekel in Amsterdam , completing the strategy set out in 2014 to enter Italy, Luxembourg and The Netherlands.

Dabrowski said the Dutch practice was ‘booming’. ‘It exceeded budget expectations and we see a lot of interaction between that team and their colleagues in other countries.’

The firm also entered Georgia, acquiring an entire team from DLA Piper in Tbilisi and expanded our presence in Uzbekistan through a combination with local firm Avent Advokat.

Speaking of the plans for the upcoming year, Dabrowski said: ‘We are looking at the Nordic region – Denmark and Finland in particular – and Austria, which is an important market.’

He added that Switzerland and Portugal were also on the firm’s radar and concluded: ‘Our preferred approach is through full firm combination and we will be approaching our good friends that we know in those markets.’

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Risam (pictured) will lead a multi-disciplinary team of about 60 people across legal, regulatory affairs, company secretariat, risk and compliance at the company, which is owned by private equity giant Blackstone Group and has €74.6bn in assets under management. Risam will join the executive committee and report to Lombard Europe chief executive Axel Hörger.

Commenting on her move, Risam said Lombard was a leader in its sector and a company going through a lot of change while being backed by Blackstone, which acquired the business for €399m in 2014.

‘It’s an organisation that’s truly exciting,’ Risam said. ‘They are a very well-known brand in their particular space.’

Hörger added Risam’s experience would be indispensable during a time of ongoing and rapid regulatory and fiscal change across Europe: ‘Her global outlook will be a considerable asset to Lombard International as we continue to grow our business internationally in an increasingly complex environment.”

Risam was widely cited for her role in making Aviva’s highly-regarded legal team a pacesetter for the in-house profession, but left the FTSE 100 insurer last year after six years at the company . She had most recently served as GC for Aviva UK Life since 2015 where she was responsible for all aspects of legal risk management and transactional activity across the business and leading a legal and company secretarial team of over 60 across UK and Ireland.

Aviva appointed former Bupa UK legal director Alison Gammon as its UK Insurance GC following the departures of Risam and Tim Vickers, who led Aviva’s General Insurance legal team.

Aviva has brought its UK Life Assurance and UK General Insurance businesses together as UK Insurance, with Gammon now heading the combined legal team. Prior to joining Bupa in 2013 and becoming its UK legal director in 2015, Gammon worked at Legal & General as international legal director for nine years and was a senior associate in Allen & Overy’s financial institutions team.

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The panel is split into 12 full-service firms, which is broken down further into eight ‘preferred’ firms and four ‘selected’ firms, with a further six specialists responsible for large litigation and tax. The European banking giant said the panel was designed to cover its requirements across the 66 countries it operates in, complemented by local panels in those countries.

Ashurst, Dentons, DLA Piper, Herbert Smith Freehills, Mayer Brown, Norton Rose Fulbright, Simmons & Simmons and Watson Farley & Williams were appointed as preferred firms. Baker McKenzie, Gide Loyrette Nouel, Orrick Herrington & Sutcliffe and Shearman & Sterling make up the selected firms.

The four firms named to handle litigation and regulatory work are Allen & Overy, Debevoise & Plimpton, Hogan Lovells and Skadden, Arps, Slate, Meagher & Flom. The two tax counsel are Fidal and PwC.

The panel came into effect at the start of this year on a six-year term, with the review led by general counsel Dominique Bourrinet. The bank’s previous review took place in 2011. SocGen is one of Europe’s largest financial services houses, with revenues of €25bn and over 140,000 staff.

In May last year, the Libyan Investment Authority (LIA) settled a longstanding dispute against SocGen and Libyan Businessman Walid Giahmi. The LIA had sued Giahmi in 2014 in connection with an alleged bribe paid to him by SocGen, but withdrew its case, and was liable for Giamhi’s costs.

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HFW now boasts an 18-partner office in Singapore following the arrivals of finance partner Siri Wennevik, projects and energy partner Alistair Duffield and corporate partner Ivan Chia, taking the firm’s total partner additions in the region to six over the last year. HFW now has over 100 lawyers and 58 partners across its six Asia-Pacific branches.

Wennevik joins from Norwegian law firm Wikborg Rein after previously acting as its Singapore managing partner. Wennevik’s practice spans shipping, offshore finance and commercial transactions with a particular focus on asset, project and cross-border financings.

Duffield arrives at HFW from White & Case, and was previously Berwin Leighton Paisner’s managing partner for South East Asia as well as co-head of its mining and natural resources group. Duffield, who advises energy and mining companies on M&A transactions, is returning to HFW after previously acting for the firm for eight years from 2003 as head of its mining group.

Chia operates in the energy and transport sectors and offers corporate transactional counsel. He joins HFW from fellow energy and shipping specialist Watson Farley & Williams (WFW), who established a new Singapore office in December last year after securing an alliance with local firm Wong Tan & Molly Lim.

HFW senior partner Richard Crump commented: ‘Siri gives us even greater critical mass in ship finance across the region, while Ivan will help grow our renewables offering. We’re also extremely pleased to welcome Alistair back. He is vastly experienced and will be a real boost for the office. We will continue to target further growth opportunities in the aerospace, commodities, construction, energy, insurance and shipping sectors.’

HFW first opened an office in Singapore in 1990, and added to its presence in South East Asia in November last year through an association with Indonesian practice Rahayu & Partners. In early 2016, HFW entered a formal association with Shanghai outfit Wintell & Co, enabling it to offer domestic law.

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The research showed that overall the FTSE 100 set aside £26.2bn during 2016 to tackle litigation and regulatory investigation expenses (including fines), with £14.6bn of that figure being spent exclusively by the four biggest banks in the UK: Barclays, HSBC, Lloyds Banking Group and Royal Bank of Scotland (RBS). However this is down on 2015, when FTSE 100 litigation provisions hit a record £31.1bn, with money set aside by banks also hitting a record £17.3bn.

Nick Rowles-Davies, founder and chief executive of litigation funder Chancery Capital, told Legal Business: ‘The figures do not surprise me. Banks have been making provisions for ages due to securities and regulatory investigations, as well as various banking claims. The general slowdown of the global economy also doesn’t help – litigation always increases in those times.’

Despite the research claiming that ‘litigation funders are on the march’, Rowles-Davies downplayed the contribution they have made to the statistics, but noted that funders had made cases against big banks more viable.

Damien Byrne Hill, a banking litigation partner at Herbert Smith Freehills (HSF) added: ‘Litigation against banks seems to be continuing rather than rising. There’s still quite a few cases coming in that are very old, from the pre-financial crisis period. We have to disentangle the cases spawned by the financial crisis from other litigation that is arising.’

Byrne Hill added that old claims are still being brought because ‘people are pleading that they did not know about recent facts and therefore are granted an extension to the limitation period, or something very bad like fraud is uncovered.’

According to the statistics, oil and gas producers accounted for 19% of the FTSE 100 total, at a cost of over £5bn. However the biggest rise in contribution came from the pharmaceutical sector, where there was a 63% jump – from £612m in 2015 to £1bn in 2016.

HSF disputes partner James Baily, who represents oil and gas industry clients, said: ‘There are a number of issues that have forced oil and gas companies to assess their position and potential risk. There has been a growing trend in litigation in relation to upstream oil and gas projects, and there are also new issues coming forward such as class actions arising out of climate change. It’s a US phenomenon, but English courts have been open to accepting jurisdiction on some of these claims.’

Baily also argued that the fall in oil prices has meant that certain projects have been put on hold, which also gives rise to more litigation.

Thomson Reuters’ research echoes that done by City firm RPC in April 2017. Figures published by the firm revealed a marked 37% increase in litigation against the largest 50 global banks in 2017, with the rates rising year on year. According to the research, the big four UK banks also made up 67% of 784 High Court cases involving the global top 50 in 2016.

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