Legal Business

Dealwatch: Weil and Mayer Brown scoop leads on Nestlé’s $4bn US ice cream business sale

Dealwatch: Weil and Mayer Brown scoop leads on Nestlé’s $4bn US ice cream business sale

Weil Gotshal & Manges and Mayer Brown have advised on the sale of Nestlé’s US ice cream business to Froneri for $4bn.

Froneri is an ice cream focused joint venture by Nestlé and PAI Partners created in 2016. The deal means that brands such as Häagen-Dazs, Edy’s, Drumstick and Dreyer’s will join its portfolio which already includes Movenpick, Green & Blacks and Cadbury’s ice cream.

Weil advised Froneri with a team led by London private equity partner Jonathan Wood and Boston private equity partner Matthew Goulding. The team also included London managing partner Michael Francis, head of the firm’s London technology and IP transactions practice Barry Fishley and London banking partner Tom Richards.

Mayer Brown advised Nestle with a team led out of the US by partners David Carpenter, John Boelter and Michelle Gross.

Carpenter told Legal Business: ‘Nestlé has already contributed to the ice cream business in different parts of the world through this joint venture. The buyer is actually 50% owned by Nestlé and so it’s moving the ice cream business into a company that has a private equity partner. It will be focused on ice cream rather than being part of a big conglomerate.’

The transaction is expected to close in the first quarter of 2020.

Meanwhile, Freshfields Bruckhaus Deringer advised private equity firm CVC Capital Partners on the acquisition of a stake in WebPros Group by CVC Fund VII from Oakley Capital Private Equity and other investors.

WebPros is a web hosting automation software provider for server management and includes web hosting platforms cPanel and Plesk and web hosting management and billing software WHMCS.

The Freshfields team was led by global co-head of financial sponsors Charles Hayes, co-head of European leveraged finance Alex Mitchell and corporate and M&A lawyer Vincent Bergin.

Kirkland & Ellis advised Oakley Capital on the sale led by London corporate partners Rory Mullarkey and Jacob Traff as well as Ben Leyendeckerin Munich.

The deal is expected to close in the first quarter of 2020.

Elsewhere, White & Case advised on the $25.6bn IPO of Saudi Arabian Oil Company (Saudi Aramco), making it the world’s largest IPO. The company began trading on the Saudi Arabian Tadawul Stock Exchange on Wednesday 11 December under TADAWUL: ARAMCO.

The offering included subscriptions from institutions and individuals, comprising of SAR 446bn ($119bn). The Kingdom of Saudi Arabia sold 3bn shares of Saudi Aramco which accounted for 1.5% Saudi Aramco’s share capital.

The White & Case team was led by Dubai partner Sami Al-Louzi and included London partners Inigo Esteve, capital markets partner Alexander Underwood, Ronan O’Reilly and employment compensation and benefits lawyer Jack Gardener. The Law Office of Megren Al-Shaalan also advised Aramco with a team led by Megren Al-Shaalan and Doug Peel and included London capital markets partner Ibrahim Soumrany.

The $1.7trn valuation makes Saudi Aramco the largest company by market capitalisation. Over 400 White & Case lawyers from around 20 offices advised Saudi Aramco on the transaction.

Latham & Watkins advised the underwriters of Saudi Aramco on non-Saudi law matters. The team was led by New York partners Marc Jaffe and Ian Schuman and included London partner Craig Nethercott. London partners James Inness and Jeremy Green offered advice on corporate matters, Chirag Sanghrajka advised on finance, Rob Moulton advised on regulatory matters while Karl Mah advised on tax.

Prior to the listing, the largest IPO spot was held by Alibaba Group Holding Limited which listed in September 2014 on the New York Stock Exchange (NYSE) for $21.8bn.

Finally, Cleary Gottlieb Steen & Hamilton advised Qatar Investment Authority (QIA) on the $450m acquisition of a 25.1% stake in Adani Electricity Mumbai Limited (AEML) from Adani Transmission Limited as well as a shareholder subordinated debt investment by QIA in AEML.

AEML is part of Adani Group, an integrated business conglomerate based in India which includes six publicly traded companies, focusing on resources, logistics, energy and agriculture.

The Cleary team was led by London partners Tihir Sarkar and Nallini Puri.

Puri told Legal Business: ‘QIA is a very big investor to be partnering with. The Adani Group is a big group with lots of diversified interests and historically they’ve engaged in a lot of acquisitions, particularly within India. India’s done less with foreign investors. In some ways this is a very significant partnership for them because they’ve tied up with a very high profile investor.’

AEMl was advised by Indian firm Cyril Amarchand Mangaldas led by partners from the Mumbai office.

The deal is expected to close in early 2020 subject to customary conditions and regulatory approval.

muna.abdi@legalease.co.uk

Legal Business

Partner promotions: Cleary bypasses the City as Ropes again makes up just one in London

Partner promotions: Cleary bypasses the City as Ropes again makes up just one in London

Despite previously denying claims that the firm is retrenching in London, Ropes & Gray has promoted just one new partner in the City as part of a 16-strong round while Cleary Gottlieb Steen & Hamilton has neglected its London arm entirely.

The promotion of Elizabeth Todd to partner in Ropes’ City private equity transactions practice is another sign of the firm’s conservative approach to investing in London after last year promoting only one full-time partner, Aditya Khanna in corporate finance.

The disappointing showing for London comes after claims from London managing partner Mike Goetz that the axing last year of four of its London real estate and restructuring partners was ‘no way a sign of retrenchment’. The cuts came as Ropes said it would focus its real estate practice on its prized client base of asset managers, hedge funds, credit funds and direct investors amid a recent drift.  In the face of those reversals, Ropes pulled off a slight return last year after being hit by a 13% decline in fee-earners in 2017, growing its headcount 1% in 2018. Overall, the firm has swelled fee-earner numbers by 125% since 2013.

Meanwhile, Cleary has also failed to make a splash in recent years, with the lack of City partner promotions this year from a seven-strong global round following on from only one promotion in London last year and the year before. In 2018, it promoted James Brady to its disputes practice after Nallini Puri was made up in the corporate practice the previous year.

Cleary has already attracted negative headlines this week with the loss to Freshfields Bruckhaus Deringer of a four-partner New York M&A team led by veteran Ethan Klingsberg.

In London, amid the retirement of the well-respected Simon Jay and Michael McDonald last year, Cleary also won the unwelcome accolade of being among the five fastest-shrinking Global London law firms, with a 7% headcount reduction in the last financial year.

Nathalie.tidman@legalease.co.uk

Legal Business

Revolving doors: Akin Gump hires Orrick private equity player as Kirkland revisits Linklaters for tax lateral

Revolving doors: Akin Gump hires Orrick private equity player as Kirkland revisits Linklaters for tax lateral

City and US rivals in London have been continuing to ramp up lateral recruitment with Akin Gump Strauss Hauer & Feld adding its third private equity partner in the space of a month, Kirkland & Ellis hiring a tax partner from Linklaters and Bryan Cave Leighton Paisner (BCLP) strengthening its employment bench.

Akin Gump hired private equity partner Weyinmi Popo from Orrick, Herrington & Sutcliffe only a month after adding Shaun Lascelles and Simon Rootsey to the bench from Vinson & Elkins in late September.

Popo advises UK and international sponsor and investor clients as well as family offices on private equity, M&A, infrastructure and energy transactions, with an emphasis on Africa. He will start at his new firm later this month.

Akin Gump’s chairperson Kim Koopersmith (pictured) told Legal Business: ‘London is clearly a market we’re focused on for growth, and you’ve seen us welcome a lot of great talent there recently. Much of that growth has been around the private equity space, which complements our other strengths very well and where we’ve identified a number of opportunities. Weyinmi’s practice and skillset fits in perfectly with that strategy. That, coupled with his focus on Africa, where we are seeing tremendous client interest, will make him a great fit.’

Meanwhile, Kirkland has returned to Linklaters to hire tax partner Mavnick Nerwal. He follows in the footsteps of fellow tax partner Tim Lowe who made the move from the Magic Circle firm to the Chicago-bred powerhouse in 2016.

Nerwal has experience in advising financial sponsors, including private equity and investment funds, corporates and financial institutions.

Meanwhile, BCLP has hired Adam Lambert as partner in the employment and labor group. Lambert joined the London office from Kingsley Napley where he focused on employment disputes and global transactions, advising across sectors including asset management, professional services, publishing, manufacturing and hospitality.

Partner and co-leader of the employment and labor team Rebecca Harding-Hill, told Legal Business: ‘Adam particularly fits in with us because of his global reach. He’s got a broad client base which covers financial services, professional services, publishing and hospitality. We have a lot of clients in financial services, so it broadens that out.’

Elsewhere, Clyde & Co has appointed Stefanie Johnston as partner in its global marine and insurance team in Glasgow.

Johnston joins from Keoghs where she helped to establish the firm’s Scottish presence. She will establish and build the firm’s marine offering in Scotland and will work closely with marine colleagues in the UK and globally.

Managing partner at Clyde & Co in Scotland, David Tait told Legal Business: ‘Stephanie has been a marine practitioner for a number of years. She has had clients follow her from firm to firm and it is hoped that when she comes to work for us, that those clients will continue to follow her and that she will grow the practice and build on the many years of experience she has in marine law.

‘We’ve got a significant marine practice in London and if they have any clients that require assistance on Scottish matters, we’ve got Stephanie here who can help them with that,’ added Tait.

Finally, Cleary Gottlieb Steen & Hamilton London corporate finance partner Andrew Shutter has left the firm after 22 years. Shutter joined the firm in 1997 and advised on a range of debt matters, including being an adviser for Greece’s public debt management agency regarding Greece’s debt negotiations in 2015.

muna.abdi@legalease.co.uk

Legal Business

Global Outlook sponsored briefing: Internal investigations and public enforcement: challenges under Italian law

Global Outlook sponsored briefing: Internal investigations and public enforcement: challenges under Italian law

Cleary Gottlieb’s Francesco De Biasi, Andrea Mantovani and Alessandra Anselmi examine the challenges facing companies

Internal investigations and public enforcement actions pose significant legal challenges for companies. The inherent multidisciplinary nature of the most frequent issues, which requires an in-depth knowledge not only of the laws and regulations of the relevant industry, but also of criminal, corporate, contract, data protection and labour law (often in more than one jurisdiction), increases these challenges.

Legal Business

Comment: Deal view – Cleary Gottlieb seeks to avoid City M&A anonymity in the age of US disruptors

Comment: Deal view – Cleary Gottlieb seeks to avoid City M&A anonymity in the age of US disruptors

The London contingent of Cleary Gottlieb Steen & Hamilton has recently moved across the road into premises so new they do not yet have a postcode recognised by Google Maps. The irony is not lost if you consider the firm’s role as counsel to Google on some of the most high-profile antitrust cases in recent years. You would have thought they would have had that detail covered.

Uncharted or otherwise, the shiny new office can only be seen as a vote of confidence from Manhattan, especially as it will allow the City branch to accommodate some 180 lawyers – 40 more than it currently houses. But despite an exceptional competition practice and a long-established European network, Cleary ’s struggle to become a big hitter in London for mainstream M&A has been evident.

Two recent mandates for London-led teams announced in February stood out as being the exceptions to the rule for the corporate team rather than the latest in a string of major deals. Cleary consolidated longstanding relationships and bolstered its public M&A ambitions by advising Fidessa group on the proposed £1.4bn takeover offer from fellow financial software company Temenos Group, as well as American Express on its joint venture’s £400m takeover of Hogg Robinson Group.

Simon Jay led the team that advised Fidessa, having forged a relationship with the company in 1997 when he advised on its initial public offering, while Tihir Sarkar – who advised Amex in 2014 on the formation of the joint venture – led again for Amex. Those deals stand out as rare London-led plays since the firm advised Qatar Investment Authority on its acquisition, as part of a consortium, of a 61% stake in National Grid’s gas distribution business, which closed in March 2017.

But while there is a dearth of substantive M&A work out of London, Cleary has been busy elsewhere. The firm is quick to point to a pair of significant mandates during 2017: advising General Motors on the sale of its Opel/Vauxhall subsidiary and General Motors Financial Company’s European operations to Groupe PSA. The transactions were valued at €1.3bn and €0.9bn respectively. The deals were led out of Paris and New York but featured Bob Penn – one of the firm’s rare lateral hires from Allen & Overy in 2016 – advising on regulatory matters in London.

The firm’s rigid lockstep partnership model perhaps poses a challenge to its expansion in London now more than ever, in a climate where the likes of Kirkland & Ellis and Latham & Watkins are splashing the cash to attract top performers. And although extremely conservative about making up partners internally, Cleary’s only London partner promotion in the latest round was in corporate. The promotion of Nallini Puri is evidence of the maturity of Cleary’s corporate practice that is now allowing lawyers to climb the ranks internally.

London fee-earner count has also increased a substantial 21% in the last year, rising to 140 lawyers from 116. The increase is thanks to the firm taking on more trainees and holding on to more of its associates, rather than an uncharacteristic hiring spree.

Jay is bullish about the firm’s position in London and its ability to deepen its bench following the move. ‘The new office is one of the biggest financial commitments the firm has ever made. It has been great for morale and will be good for hiring.’

But a shiny new office is not enough on its own to help a prestige firm realise its ambitions in an aggressive market – it simply provides room to manoeuvre. Being old school will only get you so far in the age of disruption.

nathalie.tidman@legalease.co.uk

Legal Business

Deal view: Cleary Gottlieb seeks to avoid City M&A anonymity in the age of US disruptors

Deal view: Cleary Gottlieb seeks to avoid City M&A anonymity in the age of US disruptors

The London contingent of Cleary Gottlieb Steen & Hamilton has recently moved across the road into premises so new they do not yet have a postcode recognised by Google Maps. The irony is not lost if you consider the firm’s role as counsel to Google on some of the most high-profile antitrust cases in recent years. You would have thought they would have had that detail covered.

Uncharted or otherwise, the shiny new office can only be seen as a vote of confidence from Manhattan, especially as it will allow the City branch to accommodate some 180 lawyers – 40 more than it currently houses. But despite an exceptional competition practice and a long-established European network, Cleary ’s struggle to become a big hitter in London for mainstream M&A has been evident.

Legal Business

Cleary Gottlieb makes London disputes play as Herbert Smith Freehills loses seasoned partner

Cleary Gottlieb makes London disputes play as Herbert Smith Freehills loses seasoned partner

The continued dominance of US firms in the City lateral market shows no sign of slowing, with Cleary Gottlieb Steen & Hamilton yesterday (20 November) bringing in experienced disputes partner James Norris-Jones from Herbert Smith Freehills (HSF) to its office in the capital.

Norris-Jones, who was made a partner at HSF in 2012, has a broad practice that encompasses High Court litigation as well as arbitration. His arrival will boost Cleary’s already well-established London disputes team, comprising partners Sunil Gadhia, Jonathan Kelly, Christopher Moore, David Sabel and Romano Subiotto QC.

Norris-Jones commented: ‘I have had a fantastic 16 years at HSF, had the ability to work on some landmark cases and make good friends and colleagues. It is now time for a change and a new challenge.’

In a statement, Cleary managing partner Michael Gerstenzang said that Norris-Jones will add ‘formidable depth and breadth of talent’ to the firm, while disputes partner Kelly added that Norris-Jones has ‘developed an impressive practice and earned the respect of clients.’

During his career at HSF, Norris-Jones notably represented RBS in the shareholder group action that settled in June.

The arrival of Norris-Jones will be a welcome boost for Cleary’s City , after it suffered the loss of capital markets partner Simon Ovenden to Simmons & Simmons earlier this year.

For HSF, Norris-Jones’ departure represents the second partner prised away by a US firm since the summer. Global energy co-head Anna Howell left for Gibson, Dunn & Crutcher in June, to bolster the US firm’s fast-growing practice.

tom.baker@legalease.co.uk

Legal Business

US firms lead in Europe as Franco-German merger creates new rail giant

US firms lead in Europe as Franco-German merger creates new rail giant

Latham and Cleary advise as Siemens and Alstom combine

US law firms took the lead as Siemens agreed to combine its transport operations with former rival Alstom in a merger of equals to counter the threat from China to the European railway industry.

Legal Business

Akin Gump reveals trainee salary increases, as NQ pay remains static yet competitive

Akin Gump reveals trainee salary increases, as NQ pay remains static yet competitive

Akin Gump has increased trainee salaries by 12% and 8% for first and second years respectively, with the group representing the first trainees the US firm has taken on, while its newly qualified (NQ) pay remained static this financial year.

The trainees, who are set to qualify this autumn, are Akin’s only trainee intake and were formed when it took over Bingham McCutchen’s London office in 2015.

Despite only starting a trainee programme in 2015, Akin is raising incoming first-year trainee pay from £43,000 to £48,000, and second-year salaries from £48,000 to £52,000.

The US firm’s first-year pay packets are also competitive, equal to that of Cleary Gottlieb Steen & Hamilton, and only trumped by Debevoise & Plimpton at £50,000, according to Lex100.

NQ pay at the firm remains £112,500 at current exchange rates. The firm last increased NQ remuneration levels in September 2016 from £100,000.

This, however, remains one of the most competitive NQ rates on the market, with peers such as Jones Day last week announcing an increase of up to £100,000, while Skadden, Arps, Slate, Meagher & Flom pays NQs up to £118,000, according to Lex100.

The firm has up to four trainee places available for its next intake in 2019, receiving around 300 applications per year, and the salary increases will be effective from September 2017.

Akin’s director of international legal recruiting and development in London Victoria Widdows said trainees at Akin ‘quickly become an integral part of the London office and we want to ensure that salaries are reflective of this at the top end of the market, as is the case with our NQ salaries’.

Georgiana.tudor@legalease.co.uk

Legal Business

Cleary, CC and Covington lead as EC fine Google €2.4bn for abuse of dominance in online shopping comparison

Cleary, CC and Covington lead as EC fine Google €2.4bn for abuse of dominance in online shopping comparison

The European Commission (EC) has today (27 June) fined Google €2.4bn for abuse of dominance as a search engine, illegally promoting its own comparison shopping service above others in breach of antitrust law, creating expectations of a raft of damages claims based on the finding.

 The EC told the global company to end its illegal conduct within 90 days or face penalties of up to 5% of Google’s parent company Alphabet’s average daily worldwide turnover.

Cleary Gottlieb Steen & Hamilton competition partner Maurits Dolmans and Brussels partners Thomas Graf and Robbert Snelders acted for Google. Julia Holz co-ordinated Google’s in-house defence.

Clifford Chance partner Thomas Vinje represented 15-company consortium Fairsearch which submitted evidence in relation to rival shopping services in the case, including as Foundem, TripAdvisor, Expedia and Trivago. 

Covington & Burling’s Miranda Cole advised Expedia, TripAdvisor and Trivago. 

Today, Fairsearch stated that the decision ‘sets a powerful precedent’ that the EC can use to restore competition on other specialised online search services, such as those for travel.

Competition chief Margrethe Vestager said that Google’s strategy for its comparison shopping service had not just attracted customers ‘by making its product better’ than rivals but instead had ‘abused its market dominance as a search engine by promoting its own comparison shopping service in its search results, and demoting those of competitors.’

Google’s activity was ‘illegal under EU antitrust rules. It denied other companies the chance to compete on the merits and to innovate.’ It also ‘denied European consumers a genuine choice of services and the full benefits of innovation,’ she said.

The EC also said that as a result of its practices, Google’s comparison shopping service is far more visible to consumers in Google’s search results than rivals’ comparison shopping services, which are pushed down and less visible.

A Google spokesperson said today that the company will consider appealing the decision. It said that its shopping comparison service connects ‘users with thousands of advertisers, large and small, in ways that are useful for both.’

 

While the EC could have fined Google up to 10% of its annual global turnover, Peter Willis, EU competition co-head at Bird & Bird described the case as ‘significant’ partly for being largest EC fine to date on a single company.

‘It’s likely to be portrayed as another instance of the Commission bashing US tech companies’, but the EC’s position ‘will be that it has fined Google not because it is a large US tech company, but because it has abused its dominant market position by squeezing out its rivals in related markets’, he added.

There is likely to be ‘a series of damages claims brought by the rivals that were excluded from the market by Google’s conduct.  They will be able to use the decision as the basis for a damages claim before the national courts.’

The EC’s decision will ‘establish Google’s liability and a damages claim will in principle be limited to establishing the loss,’ Willis added.

In 2004, the EC fined €497m Microsoft for illegally leveraging its dominant position.

Google’s search engine provides search results to consumers who pay for the service with their data, according to the EC. Nearly all of Google’s revenues come from advertising, many shown on a consumer search.

The EC said that Google’s search algorithms had ‘systematically’ promoted its own comparison shopping service to consumers at the top of the page on a Google search while demoting rival comparison shopping services.

The decision followed a seven year investigation into Google’s online shopping comparison service.

Foundem originally accused Google in 2009 of lowering its ranking on the search engine in favour of its own companies.  In July 2016, the EC released a statement of objections that Google abused its dominant market position by ‘systematically favouring its comparison shopping service in its search result pages.’

Google later sought to defend its position on the basis that the accusations and evidence represented just ‘the interests of a small number of websites.’

Kent Walker, general counsel at Google, has blogged that the EC’s case ‘doesn’t fit the reality of how most people shop online.’ Walker argued that rather than looking for products on a search engine, consumers reach merchant websites in many different ways such as social media websites and online advertisements.

There are currently two separate investigations pending into Google, one regarding its use of the Android operating system and another into its AdSense service. 

tom.baker@legalease.co.uk and miriam.kenner@legalbusiness.co.uk