Legal Business

Deal watch: Seats at the table for Travers, Skadden and Gateley as Pret acquires EAT and Oliver’s chain collapses

Deal watch: Seats at the table for Travers, Skadden and Gateley as Pret acquires EAT and Oliver’s chain collapses

Two opposite developments in the UK high street have seen City and US firms advise as food chain Pret A Manger acquired rival Eat and high-profile British chef Jamie Oliver’s restaurant business went into administration.

Also keeping City insolvency practitioners busy was the news today (22 May) that British Steel has been put into compulsory liquidation.

Skadden, Arps, Slate, Meagher & Flom advised Pret as it agreed to acquire all of Eat’s 94 shops for an undisclosed sum, with plans to turn most into ‘Veggie Prets’.

The US firm’s team was led by London corporate partners Richard Youle, Katja Butler and Linda Davies. Freshfields Bruckhaus Deringer partner Alex Potter is advising Pret on antitrust.

On the other side of the table, Travers Smith’s head of private equity and financial sponsors Paul Dolman led the team advising Ardian, Horizon Capital and the other selling shareholders of Eat.

‘I acted for Horizon when they acquired Eat [in 2011] and we have acted for them ever since, so we were the logical people to advise on the sale,’ Dolman told Legal Business. ‘Travers has in-depth expertise in this sector.’

The deal sees Travers’ and Pret’s paths cross again after the City firm advised previous owner Bridgepoint on the £1.5bn sale of the food chain to JAB Holding Company one year ago, with a team including Dolman and private equity partner Ian Shawyer.

Under Bridgepoint’s ownership the company, founded in London in 1986, expanded its presence in the UK and US, and launched in France, China, Dubai and Singapore, quadrupling its revenues to £879m. It now counts over 500 shops in nine countries.

Eat was founded in 1996 and bought by Horizon in 2011 with plans to build hundreds of shops. But it has struggled in recent years and reported pre-tax losses of £17.2m in the year to end of June 2018.

Meanwhile, Daniel French, an insolvency partner at listed firm Gateley, is leading the team acting alongside administrator KPMG after Oliver’s business became the latest victim amid difficult times for the UK high street.

Jamie Oliver Restaurant Group will see 22 of the 25 eateries it operates close, resulting in 1,000 job losses.

This is the second prominent high-street insolvency Gateley has acted on this year. The firm also advised KPMG on the administration of Patisserie Valerie in January.

Elsewhere, Clifford Chance (CC)’s insolvency team is advising as British Steele entered compulsory liquidation, putting its 5,000 employees at risk of redundancy.

The government’s official receiver has taken control of the company and together with Big Four accountancy firm EY is looking for a buyer, while it continues to trade normally.

CC’s restructuring head Philip Hertz and partner Iain White are leading the team advising on the process.

The Magic Circle firm was previously among the advisers in one of the largest UK insolvencies to hit the construction industry in recent years, when construction giant Carillion collapsed in January last year.

marco.cillario@legalease.co.uk

Legal Business

‘Break the dominance of a single metric’: CC pilots dropping billable hours from performance reviews

‘Break the dominance of a single metric’: CC pilots dropping billable hours from performance reviews

Clifford Chance (CC) is piloting a radical reform to the way it assesses the performance of its associates and counsel, removing utilisation as a metric when reviewing compensation.

The firm announced today (2 May) it has launched a year-long trial of the new system for 65 lawyers in its Dubai and Abu Dhabi offices, whose base salaries and bonuses will be reviewed based on criteria including time spent on business development, professional growth and engagement with the firm’s innovation strategy.

The review process will drop the target of 1,800 billable hours to allow for a broader assessment of each lawyer’s contribution to the firm. The goal is to incentivise efficiency and improve the way the firm delivers its services.

Chief operating officer Caroline Firstbrook said the focus on utilisation had ‘a number of broadly acknowledged limitations, most notably that it does not directly incentivise efficiency or contributions to non-billable work that may be invaluable to the firm’s overall strategy’.

Managing partner Matthew Layton (pictured) added: ‘With this pilot, we are trying to break the dominance of that single metric and allow our teams to think more broadly about where their time is best spent. This may mean investing in time spent developing and applying process improvements to matters, rather than straightforward matter delivery.’

The pilot will not, however, mean that CC’s Middle East lawyers will no longer be recording their time: they will have desktop dashboards showing how much of their time has been spent on different sets of activities, including financial information about the matters they are working on. The firm said this was done in order to ensure the evaluation of the pilot was based on comparable data.

Firstbrook concluded: ‘By running a pilot on this scale, with a large number of data points, associate input and partner and management feedback, we expect to be in a position to draw informed conclusions on the way ahead for the firm.’

While CC claims to be the first large law firm to explicitly advocate taking billable hours off the equation, a number of firms have in recent years proposed reforms to the way they assess lawyers’ performance.

After a one-year pilot, Hogan Lovells last year replaced formal annual reviews of its associates with a programme of continued feedback. Called Pathways, the system assesses performance in quick sessions with partners.

In 2016/17, Allen & Overy piloted a similar scheme to ditch annual appraisals for 500 of its fee-earners and business support staff. Linklaters also ditched individual partner targets and annual assessments two years ago to focus on team performance.

marco.cillario@legalease.co.uk

Legal Business

Clifford Chance mints nine City partners in its largest promotion round of the decade

Clifford Chance mints nine City partners in its largest promotion round of the decade

Clifford Chance has promoted 30 lawyers to partner, confirming a trend which saw Magic Circle firms increase their partner intake this year.

Announced today (25 April) and effective next month, women make up a third of this year’s intake, bringing the total proportion of female partners at the firm to 20%. It is the firm’s largest global promotion round since 2008, when 35 were promoted.

Global promotions are up by four on last year’s 26, with nine minted in London compared to seven last year. Asia-Pacific also saw nine given the nod including five in Hong Kong and one in Beijing, Shanghai, Singapore and Sydney respectively. Eight were promoted in continental Europe and three in the States, two to the firm’s New York finance and one to its Washington litigation team.

In the City, Andrew Kelly and Kate Vyvyan were promoted in the firm’s capital markets practice; Jennifer Mbaluto and Alexander Chester in corporate; Peter Chapman, Nicholas Kinnersley and Caroline Dawson in finance; Kate Scott in litigation and Richard Kalaher in tax.

Managing partner Matthew Layton said the promotions ‘underline our continued investment in those areas that are increasingly important to our clients, such as regulatory and internal investigations, tech and sector specialisms such as funds and investment management’.

With the exception of Slaughter and May, which only promoted one of its lawyers to the partnership this year compared to four last year, all Magic Circle firms have increased their partner intake this year.

Linklaters announced its largest intake since the banking crisis last month, promoting 33, while Allen & Overy minted 34 this month compared to 20 last year and Freshfields Bruckhaus Deringer announced 22, up from 12.

marco.cillario@legalbusiness.co.uk

Clifford Chance partner promotions in full:

Andrew Kelly, Capital Markets, London
Kate Vyvyan, Capital Markets, London
Jennifer Mbaluto, Corporate, London
Alexander Chester, Corporate, London
Peter Chapman, Finance, London
Nicholas Kinnersley, Finance, London
Caroline Dawson, Finance, London
Kate Scott, Litigation and Dispute Resolution, London
Richard Kalaher, Tax, Pensions and Employment, London
Madalyn Miller, Finance, New York
Guido Liniado, Finance, New York
Michelle Williams, Litigation and Dispute Resolution, Washington
Tianning Xiang, Corporate, Beijing
Mark Chan, Capital Markets, Hong Kong
Rocky Mui, Corporate, Hong Kong
Christine Xu, Corporate, Hong Kong
Vicky Ma, Finance, Hong Kong
Tom Walsh, Litigation and Dispute Resolution, Hong Kong
Lei Shi, Litigation and Dispute Resolution, Shanghai
Gareth Deiner, Capital Markets, Singapore
Nadia Kalic, Corporate, Sydney
Jan-Hendrik Horsmeier, Corporate, Amsterdam
Dorothée Vermeiren, Litigation and Dispute Resolution, Brussels
Stefan Bruder, Corporate, Frankfurt
David Pasewaldt, Litigation and Dispute Resolution, Frankfurt
Kristof Meynaerts, Corporate, Luxembourg
Martin Wurth, Finance, Luxembourg
Ignacio Díaz, Litigation and Dispute Resolution, Madrid
Gauthier Martin, Litigation and Dispute Resolution, Paris
Tariq Imam, Real Estate, Dubai

Legal Business

Watson Farley & Williams makes major City energy play with Clifford Chance Africa director

Watson Farley & Williams makes major City energy play with Clifford Chance Africa director

Watson Farley & Williams (WFW) is set to hire Titus Edjua, director of Clifford Chance’s (CC) Africa group, to boost its project finance capabilities.

According to a source, one other lawyer is due to be joining WFW from CC as part of the same move, but this has not been confirmed by either firm. He is set to start at WFW on 1 April.

Edjua’s arrival will enhance WFW’s already-standout project finance practice, which in London includes heavyweight partners such as Evan Stergoulis and David Osborne, both of whom have considerable clout in the sector.

Edjua brings his own wealth of experience: in his 13 years at CC, he advised on a range of notable mandates, including representing Overseas Private Investment Corporation on the project financing of the expansion of the Olkaria III geothermal power complex in Kenya. In terms of other key work, he acted for a number of sponsors in connection with a 50MW solar PV project in Uganda.

For CC, it is another blow to its infrastructure offering. In August last year, the highly-regarded Brendan Moylan left the firm to join Latham & Watkins, after a 19-year tenure at CC.

Then in November, highly rated infrastructure private equity partner Amy Mahon left for Simpson Thacher & Bartlett in another knock to the Magic Circle firm.

As one key hire comes through the door for WFW, another exits. Latham & Watkins announced today that it has hired WFW’s employment partner Anne Kleffman in Germany. Kleffmann, who had been a partner with WFW since 2013, will join Latham & Watkins’ Munich office.

Both WFW and CC declined to comment.

tom.baker@legalease.co.uk

Legal Business

From pavements to sidewalks: PE star Mahon’s move to Simpson Thacher melts CC hearts to stone

From pavements to sidewalks: PE star Mahon’s move to Simpson Thacher melts CC hearts to stone

The success of Simpson Thacher & Bartlett where others have failed in luring Clifford Chance (CC)’s Amy Mahon to the other side has dealt a blow to CC’s corporate practice and other US firms vying to hire her.

Mahon – who in Legal Business last year told of her long-standing grievance with popstar Adele after a row over a nanny – told CC words to the effect of ‘that’s it, I quit, I’m moving on’ and surfaced at Simpson Thacher in January.

Legal Business

LLP accounts: Strong returns for CC leadership with bumper 38% pay rise as Eversheds executives see take home remain static

LLP accounts: Strong returns for CC leadership with bumper 38% pay rise as Eversheds executives see take home remain static

Clifford Chance’s (CC) 13-strong executive leadership team took home £22m in the 2017/18 financial year, according to the firm’s filings with Companies House.

It means the firm’s leaders have seen remuneration swell by 38% since last year, when the group of 13 pocketed £16m.

It also represents a drastic leap given that CC’s executive remuneration only inched upwards in £1m increments between 2014/15 and 2016/17.

The considerable financial package is likely related to CC’s healthy overall performance – the Magic Circle firm added £83m to its top line last year, bringing turnover to £1.623bn. This was accompanied by an above-trend increase in profit per equity partner (PEP), growing 16% to £1.6m.

Despite these highlights, the firm’s pay to its highest-earning member has remained flat on last year at £3m. There was revenue growth in all geographies, with continental Europe seeing a 6% uptick to £538m. The Middle East was up by 10% from £49m to £54m, while the Americas increased 6% to £215m.

Total staff costs rose 2% from £693m to £707m, in spite of a 6% dip in average associate numbers, which fell from 2,262 to 2,135. The average partner headcount was also down, decreasing by 10 to 558.

In contrast there were fewer reasons for Eversheds Sutherland International’s leadership team to be cheerful, as the firm’s LLP accounts revealed a payment package static on last year .

Senior leaders took home £4.8m for the 2017/18 financial year, a 20% decrease on last year’s £6m package. However, there was a reduction in executive committee members from five to four during the last year, meaning senior leaders are still taking £1.2m per head. Although a considerable cut at face value, it is marginally less than 2016/17 when executive remuneration was slashed by 22% .

Eversheds Sutherland’s highest-earning member in the non-US business took home 9% more than last year, an increase from £1.4m to £1.52m. This is in line with a wider boost to average remuneration per member, up 11% from £391,000 to £434,000.

The firm’s overall financial outlook is robust, with global revenue increasing 14% to £496m. The UK business played a key role, with a 14% turnover hike to match as the practice generated £396m.

Eversheds Sutherland’s European practice also performed well in 2017/18 as revenue grew 25% to £64m, however the ‘rest of world’ (again not including the US, which has a separate LLP) saw turnover fall 8% to £36m.

tom.baker@legalease.co.uk

Legal Business

Banking and finance focus: Back to the future

Banking and finance focus: Back to the future

‘The truth is no-one’s got the faintest idea what finance practices will look like in the future,’ shrugs Tony Bugg, Linklaters’ head of banking, when asked to describe a top City finance practice in 2030. Of the dozens of London finance chiefs and partners to whom Legal Business posed the question, Bugg’s take is at least one of the more candid.

If the last decade is any guide, the finance world will be girding itself for more wrenching change. The post-banking crisis environment has seen a dramatic increase in regulation and oversight of banks and helped encourage the growth of institutions filling the void as senior lenders retrench.

Legal Business

‘An international guy’: Ouwehand wins Clifford Chance race to become first non-London senior partner

‘An international guy’: Ouwehand wins Clifford Chance race to become first non-London senior partner

Clifford Chance has elected Amsterdam head Jeroen Ouwehand as its first ever senior partner based outside the City.

The news comes after Ouwehand, who also leads the firm’s continental European litigation and dispute resolution practice, was hotly tipped internally as being the successor to Malcolm Sweeting.

The first round of partnership voting last week saw two of the five hopefuls drop out – UK-based insurance head Katherine Coates and former capital markets chief David Dunnigan – leaving Ouwehand pitted against London head David Bickerton and ex-Europe chief Yves Wehrli.

Ouwehand has been office managing partner in CC’s Amsterdam office since 2015 and was a member of its partner selection group from 2010-2015.  He will take up his four-year term as senior partner on 1 January.

‘For an international firm like Clifford Chance to have never had a senior partner outside of London is surprising,’ one Clifford Chance partner told Legal Business. ‘Ouwehand is an international guy, and that’s seen as a positive.’

The election of Ouwehand also heralds another break with tradition, which has typically seen finance partners take up the role. Stuart Popham led the London banking practice before taking over as senior partner (previous senior partners Keith Clark and Michael Bray were also banking lawyers).

Sweeting commented: ‘Jeroen will make an excellent senior partner for the firm. During his career at Clifford Chance, he has demonstrated a deep commitment to our clients, a sharp understanding of how the world they operate in is changing, and what that means for our firm, our clients and our markets.  As we focus on our future, and how we realise our vision globally, this ability to integrate effectively an external perspective with the dynamics of our partnership and wider firm will be crucial.’

Ouwehand said: ‘This is a fantastic firm, with huge opportunities ahead of us.  I am greatly looking forward to working alongside my fellow partnership council members, with Matthew [Layton, managing partner], the partnership and all of our talented colleagues across the firm to ensure that we are constantly challenging ourselves to anticipate and respond to changing global and economic realities, to the march of technology and an increasingly complex legal landscape.’

nathalie.tidman@legalease.co.uk

Legal Business

Hello from the other side: CC private equity star Mahon to join Simpson Thacher

Hello from the other side: CC private equity star Mahon to join Simpson Thacher

In a significant blow to Clifford Chance’s M&A practice, Simpson Thacher & Bartlett has enticed private equity star Amy Mahon to its London office.

Mahon, who emerged as the most widely-cited female partner for private equity in Legal BusinessAlphas feature earlier this year, has been acknowledged by her peer group as ‘the most visible woman at Clifford Chance’ .

A partner at Clifford Chance for 10 years, Mahon had forged relationships with a client base including Apax, KKR Infrastructure, Hermes and EQT. Having trained at CC, she also bolstered her credentials with a two-year stint at Macquarie before re-joining the Magic Circle firm at partner level.

She specialises in UK and cross-border M&A, leveraged buyouts, infrastructure and consortium transactions, acting for financial sponsors including private equity firms, infrastructure funds and investment banks. She follows a path from CC to Simpson Thacher already trodden in 2009 by playmaker Adam Signy and Jason Glover in 2010 .

In Mahon, Simpson has secured the services of one of the most widely sought-after PE players. She was rumoured to be in talks with Latham & Watkins and at the time of the Alphas feature was described by one recruiter as: ‘loyal to CC but could go anywhere she wants.’

Bill Dougherty, chairman of Simpson Thacher’s executive committee, said: ‘[Amy’s] extensive experience advising private equity firms and investment banks, particularly within the infrastructure space, makes her an excellent addition to our London team and further enhances our ability to tackle the largest and most complex transactions for clients both in Europe and across the globe.’

‘Amy is a perfect fit for our London team having already worked on a number of market-leading transactions on behalf of longstanding Simpson Thacher private equity clients,’ said Jason Glover, managing partner of the London office. ‘Her impressive track record as a top M&A practitioner will further bolster our global M&A capabilities and add additional depth to our bench of exceptionally skilled London-based lawyers.’

Standout recent mandates for Simpson Thacher’s M&A team have included advising Melrose Industries on the hostile offer for GKN plc, advising KKR on its US$8bn buyout of Unilever’s global Spreads business and acting for Silver Lake on its acquisition of ZPG plc for US$3bn.

Nathalie.tidman@legalease.co.uk

For more on Amy Mahon and why she has a problem with Adele, read her recent Life During Law interview here