Legal Business

Smartphone wars: Slaughters, Cleary and Freshfields lead for Motorola and Apple in EU’s verdict to level playing field

Posted on |
Competition Cleary Gottlieb Steen & HamiltonFreshfields Bruckhaus DeringerSlaughter and May
legal-business-default

The latest instalment of the smartphone wars has seen Slaughter and May and Cleary Gottlieb Steen & Hamilton face Freshfields Bruckhaus Deringer as the European Union takes steps to reduce the seemingly never-ending and costly trail of patent disputes, saying that Motorola Mobility broke EU law by trying to use its patents to block sales of Apple products in Germany.

The decision by EU competition commissioner Joaquin Almunia this week found that smartphone manufacturer Motorola misused the standard essential patent and breached EU antitrust rules by using an injunction obtained against Apple in Germany in an attempt to create hold ups in the German court, thereby deliberately impeding competition.

The Commission said that the move constituted an abuse of dominant position. Motorola must now reach a fair licensing agreement with Apple within 12 months.

Motorola was represented by Slaughter & May Brussels competition partner Claire Jeffs. Cleary Gottlieb advised Motorola as co-counsel, with London-based competition partner Maurits Dolmans leading alongside associate Ricardo Zimbron.

Freshfields Bruckhaus Deringer Brussels-based competition and antitrust partner Frank Montag advised Apple alongside London-based antitrust partner James Aitken.

Dolmans said: ‘The Commission decision established a precedent that owners of essential patents, who have promised to license these on fair, reasonable and non-discriminatory terms, cannot obtain injunctions against users who are willing to take a license on those terms. This is now the law for everyone, in jurisdictions as diverse as the US, the EU and China.

‘The next and increasingly important concern, is producers who transfer patents to non-practicing entities (sometimes called “trolls”), giving them incentives to go after their competitors. This is an unfortunate trend of patent misuse. If nothing is done about it, it could become a serious barrier to innovation.’

The Commission’s head of competition Joaquín Almunia added: ‘The so-called smartphone patent wars should not occur at the expense of consumers. This is why all industry players must comply with the competition rules. Our decision on Motorola, provides legal clarity on the circumstances in which injunctions to enforce standard essential patents can be anti-competitive.’

In January, Google agreed to sell Motorola Mobility to Lenovo for $2.9bn, having acquired it in 2011 for $12.5bn, which marked a significant high point in the smartphone patent bubble.

Jaishree.kalia@legalease.co.uk

Legal Business

Skadden, Freshfields and Davis Polk take the lead as blockbuster Pfizer/AstraZeneca deal gears up again

Posted on |
Corporate Davis Polk & WardwellFreshfields Bruckhaus DeringerSkadden, Arps, Slate, Meagher & Flom
legal-business-default

Skadden, Arps, Slate, Meagher & Flom, Freshfields Bruckhaus Deringer and Davis Polk & Wardwell have all landed lead roles advising Pfizer and AstraZeneca as talks over a potential $100bn merger resurface.

US pharmaceutical giant Pfizer has confirmed it has approached AstraZeneca – the British-Swedish multinational pharmaceutical and biologics company headquartered in London – for the second time on 26 April about its continued interest in a combination.

The interest follows Pfizer’s preliminary proposal on 5 January, which was a combination of cash and shares worth £46.61 per AstraZeneca share, worth around £58.8bn in total. AstraZeneca rejected the bid, claiming it ‘very significantly undervalued AstraZeneca and its prospects’.

Skadden Arps is advising Pfizer on US and UK matters, led by corporate partners Michael Hatchard and Scott Hopkins in London, while partner Tim Sanders is advising on tax. Corporate partners Paul Schnell, Sean Doyle and Michael Chitwood are advising out of the US, alongside tax partner Sally Thurston and competition partner Sharis Pozen.

Freshfields corporate partner and London managing partner Julian Long is advising AstraZeneca, alongside Davis Polk corporate partner Paul Kingsley in Manhattan who, like Long, has advised the drug company on significant corporate mandates in the past.

Pfizer has seen some significant changes to its in-house legal offering in recent months, with news in March that chief counsel and assistant general counsel Ellen Rosenthal was leaving, shortly after the departure of general counsel Amy Schulman.

Both were instrumental in setting up the Pfizer Legal Alliance in 2009, which sees 19 law firms – including Skadden Arps, Clifford Chance and DLA Piper – handle the lion’s share of Pfizer’s legal work on a flat-fee structure, in a still rare example of a move entirely away from the billable hour.

Talks of the potential merger between Pfizer and AstraZeneca first emerged in November last year. A spokesperson at AstraZeneca confirmed Pfizer has 28 days to put forward a formal proposal.

jaishree.kalia@legalease.co.uk

Legal Business

Clifford Chance and Freshfields advise on Bridgepoint’s sale of German chemicals company to Permira

Posted on |
Corporate Clifford ChanceFreshfields Bruckhaus Deringer
legal-business-default

Magic Circle firms Clifford Chance (CC) and Freshfields Bruckhaus Deringer have taken the lead on the latest big corporate transaction to come out of Germany, the sale of speciality chemicals and manufacturing company CABB International to private equity firm Permira Advisers, providing an exit for Bridgepoint Capital, with the asset reported in the financial press to be valued in excess of $1bn.

The deal, which was announced on Tuesday and is expected to complete in June this year, sees CC advise London-based Permira and Freshfields represent Bridgepoint, which acquired CABB from AXA Private Equity for an undisclosed sum in March 2011 when it employed 750 people with 2010 sales of €311m.

The manufacturer, which supplies chemicals used in pesticides, cosmetics and food, now has around 1000 employees and a circa €440m turnover.

Leading the Freshfields team on the transaction is Frankfurt-based co-head of the firm’s global financial investors group, Markus Paul, supported by environmental and regulatory of counsel Marcus Emmer, M&A counsel Christian Zeppezauer and associates Hendrik Braun, Christoffer Bortz, Marius Fritzsche, Olga Gurman and Sherry Xu.

Freshfields also advised Bridgepoint last year as it acquired Austrian commercial refrigeration equipment manufacturer AHT Cooling Systems from Quadriga Capital for €585m, which completed in October.

Clifford Chance lawyers working on the deal are understood to include Dusseldorf-based employment partner Thomas Hey, antitrust partner Marc Besen, Frankfurt-based M&A counsel Joachim Hasselbach and Jörg Futter, litigation and dispute resolution counsel Jochen Pörtge, senior associates Christoph Crützen, Amrei Fuder, Achim Gronemeyer and Frederik Mühl, and lawyers Paul Bock and Florian Lechner.

Leading the in-house team on the other side is former Clifford Chance lawyer and Permira partner Ulrich Gasse.

Last October, CC advised key private equity client Permira on its £300m acquisition of iconic footwear brand Doc Martens, which completed in January 2014, led by heavyweight corporate partner Jonny Myers and global corporate head Matthew Layton, who will take over as the Magic Circle firm’s managing partner on 1 May.

Layton also advised Permira on its €3bn (£2.5bn) sale of frozen foods business Iglo Group in 2012, while Myers previously led on its €220m acquisition of a majority stake in Irish healthcare equipment manufacturer Creganna.

francesca.fanshawe@legalease.co.uk

Legal Business

Slaughters, Freshfields and Linklaters lead on Glaxo/Novartis multibillion-dollar joint venture

Posted on |
Corporate Freshfields Bruckhaus DeringerSlaughter and May
legal-business-default

Magic Circle trio Slaughter and May, Freshfields Bruckhaus Deringer and Linklaters have landed lead advisory roles on a multi-billion-dollar joint venture and asset swap between pharmaceutical giants GlaxoSmithKline (GSK) and Novartis.

The three-prong deal – announced in the same week as Novartis’ Freshfields-led $5.4bn sale of its animal health division to Eli Lilly – will see GSK and Novartis combine their respective consumer healthcare businesses, giving GSK a majority stake of 63.5%.

A further asset swap will see GSK acquire Novartis’ global vaccines business (excluding flu vaccines) for an initial cash consideration of $5.25bn with potential ‘milestone payments’ of up to $1.8bn alongside ongoing royalties, as Novartis acquires GSK’s cancer drugs business for $16bn.

Freshfields’ London-based corporate partner Julian Long led a team for Novartis. Rod Carlton, head of the firm’s London antitrust, competition and trade group; Thomas Janssens, managing partner of the firm’s Brussels’ office; and US antitrust partner Paul Yde also worked on the deal.

Linklaters also advised Novartis on the deal, fielding a multi-jurisdictional team led by corporate partner James Inglis and including Aisling Zarraga (corporate partner); Peter Cohen-Millstein (US corporate counsel); Sir Christopher Bellamy QC (anti-trust partner), Jeff Schmidt (US anti-trust partner), Nigel Jones (IP partner), Marly Didizian (TMT Partner), and Dominic Winter (tax partner).

The Slaughter and May team advising GSK was led by corporate and commercial partners Simon Nicholls, Gavin Brown, Richard Smith and David Johnson, who worked alongside GSK’s internal legal team including Dan Troy, Chip Cale, Antoon Loomans, James Ford, Paul Noll and Edward Gimmi.

Meanwhile, a US team from Cleary Gottlieb Steen & Hamilton is also advising GSK, with anti-trust partner George Cary leading alongside Cologne-based competition partners Romina Polley and Patrick Bock. Swiss firm Niederer Kraft & Frey is advising on Swiss law.

GSK’s CEO Sir Andrew Witty GSK said: ‘This proposed three-part transaction accelerates our strategy to generate sustainable, broadly sourced sales growth and improve long-term earnings.

‘Opportunities to build greater scale and combine high quality assets in vaccines and consumer healthcare are scarce. With this transaction we will substantially strengthen two of our core businesses and create significant new options to increase value for shareholders.’

The transaction is expected to complete during the first half of 2015 subject to approvals.

In a separate deal, Novartis announced today (22 April) that it has agreed to sell its animal health division to Eli Lilly and Company for nearly $5.4bn. Weil Gotshal & Manges advised longstanding client Lilly while Freshfields once again led for Novartis.

sarah.downey@legalease.co.uk

Legal Business

Freshfields recruits ex-Cleary partner to bolster US bench in key securities hire

Posted on |
Strategic recruitment Freshfields Bruckhaus Deringer
legal-business-default

In a rare partner hire in the City, Freshfields Bruckhaus Deringer has added to its capital markets and US corporate law practice with the partner hire of Ash Qureshi, who joins from investment group Kingsley Capital Partners.

Announced today (9 April), US securities veteran Qureshi has a focus on emerging markets work and sovereign-related transactions. Clients have included governments, corporations and major financial institutions. 

Qureshi was a director of Hanson Assset Management and one of the founders of Naya Capital Management. Qureshi was also previously a partner at Cleary Gottlieb Steen & Hamilton for over 10 years before becoming executive vice chairman of Renaissance Group and chief executive of Renaissance Asset Managers, an investment management business in Moscow. Qureshi will be based in London and will join the leading City law firm’s corporate team covering the UK, Europe, Russia, Africa and the Middle East.

The hire comes amid a period of growing demand for US finance advice from European clients increasingly looking to tap American investors. Legal Business’s 2014 Global London focus on the top 50 foreign firms in London revealed a sharp increase in the number of US-qualified lawyers in the City last year in response to rising issuance of New York law-driven products like high-yield bonds.

Freshfields co-head of international capital markets practice Sarah Murphy commented: ‘Capital markets solutions have become increasingly important to our clients and access to the US markets is often critical to achieving their goals. Ash will enhance the reputation of our existing team.’

Sarah.downey@legalease.co.uk

Legal Business

‘There are no “diet-coke” partnerships at Freshfields’: Barry O’Brien on a new career at Jefferies

Posted on |
Leadership Freshfields Bruckhaus Deringer
legal-business-default

Freshfields Bruckhaus Deringer former corporate head Barry O’Brien last month (31 March) hung up his Magic Circle boots to move into a client development role at US investment bank Jefferies. Before joining, the former rugby playing high flyer spoke to Legal Business about diet coke partnerships, retirement, and moving away from the Magic Circle.

Why did you decide to join Jefferies?

Having retired last October, I had a number of conversations about what to do next and Jefferies suggested a role as chairman of their European M&A and corporate finance group, which I have no doubt will be fun.

What does the new role entail?

Essentially relationship management and client development. Jefferies has a lot of FTSE 250-350 clients where I can hopefully add some real value.

Many partners at large international law firms start reviewing their career options around age 50. You stayed an extra 10 years. How was the last decade?

I enjoyed my partnership until the very last moment but you do need the energy and commitment to carry on. There are no “diet-coke” partnerships at Freshfields – it’s full fat or nothing.

What has been your biggest achievement?

Without doubt helping to build the best group of junior corporate partners in the City – they are a fantastic bunch!

What was your most memorable job?

The rescue of Lloyd’s of London in the mid-1990s – probably still the biggest job the firm has undertaken in terms of manpower.

How difficult is it to make partner in the current market?

It has never been easy to make it to partnership but there is no doubt that every firm is raising the bar and in some cases turning down some exceptional candidates if the business case can’t be made out.

Where do you see Freshfields in 10 years-time?

The firm will maintain its position as one of the global elite – and we will have a first-class US practice.

What advice would you give to the next generation?

Be yourself and avoid the pressure to conform to the norm – all the great lawyers are their own men and women.

Jaishree.kalia@legalease.co.uk

Legal Business

Alstom thermal power sale gifts Freshfields and Linklaters with $1bn deal

Posted on |
Corporate Freshfields Bruckhaus DeringerLinklaters
legal-business-default

Magic Circle firms Freshfields Bruckhaus Deringer and Linklaters have won lead roles advising on the sale of Alstom’s thermal power division to German private equity firm Triton in a deal worth around $1bn.

Linklaters is advising Triton, led out of Germany by the head of private equity in the jurisdiction, Rainer Traugott, alongside Paris-based Vincent Ponsonnaille and Florian Harder in Munich. The large multi-disciplinary team includes partners from the firm’s corporate, tax, banking, TMT, competition and employment practice areas.

Freshfields’ corporate, tax and finance team is representing Alstom, led by corporate partners Alan Mason and Olivier Rogivue, working closely alongside Alstom’s Doris Speer and Alessandra Zingone-Audouin.

The deal comes as French turbine and train maker Alstom plans to divest its non-core assets to pay off some debt and re-focus on fast-growing markets, Reuters reported. The transaction was approved by Alstom’s board on March 31 and is expected to close by September 2014.

Meanwhile, Triton is largely focussed on investing in medium-sized businesses in Northern Europe, and is currently invested in 25 companies, with combined sales of around €13bn and over 52,000 employees.

While Freshfields is advising Alstom this time round, the firm previously represented Triton Partners in June 2013 on its acquisition of leading European recycling specialist Befesa from the Spanish listed energy and environment technology company Abengoa worth €1,075bn, led by corporate partners Anselm Raddatz and Christoph Nawroth in Düsseldorf.

Jaishree.kalia@legalease.co.uk

Legal Business

Freshfields earns £1.8m advising government on Royal Mail privatisation

Posted on |
Corporate Freshfields Bruckhaus Deringer
legal-business-default

Magic Circle firm Freshfields Bruckhaus Deringer accumulated £1.8m in legal fees for its advice to the UK government on the controversial privatisation of Royal Mail last year, a report out today (1 April) from the National Audit Office (NAO) has revealed.

The NAO’s detailed report shows that Freshfields recovered a large part of its advisory fees from Royal Mail, except for £211,000 paid to the firm in respect of shares sold to the UK Armed Forces.

The investment banking syndicate led by Goldman Sachs and UBS was paid £12.7m.

The government notified the London Stock Exchange in September 2013 that the Royal Mail initial public offering was imminent, with corporate partner Tim Jones leading for the Department for Business Innovation and Skills (BIS) on the IPO, backed by a team including pensions partner Charles Magoffin. Freshfields has been the department’s adviser since 2009.

Linklaters advised the underwriters, Goldman Sachs and UBS, while Slaughter and May led by equity capital markets (ECM) partner John Papanichola alongside corporate finance partner William Underhill advised Royal Mail.

The float in October saw the Shareholder Executive, part of BIS, sell 60% of the government’s shares for 330p, generating £1.98bn. A further 10% stake was given to Royal Mail employees and 30% retained in public ownership.

Today’s report from the NAO found that the government did not achieve the best value for the taxpayer in its float of Royal Mail, in which shares are now over 70% higher than the 330p sale price.

The report concluded that the BIS placed significant reliance on financial advisers to prioritise completing the sale, concluding ‘Government should consider ways to reduce reliance on professional advisers, and ensure that where it does use advisers it seeks to optimise overall value for the taxpayer.’ However, legal advisers were not included in this statement and there was no criticism directed at the Magic Circle firm.

The Government has responded to the NAO’s report by saying that it welcomed the NAO’s conclusions that it had achieved its key objectives, including securing the future of the postal service through a successful sale of a majority stake, and protecting taxpayers from the risk of needing to offer ongoing support to the company.

It also highlighted a finding of the NAO report that Government ‘was right to appoint expert advisers, while the fees paid to the advisers were low compared to the market average and to government precedents.’

Jaishree.kalia@legalease.co.uk

Legal Business

Dwindling partner promotions at A&O and Freshfields fail to maintain current partnership levels

Posted on |
Partnership promotions Allen & OveryFreshfields Bruckhaus Deringer
legal-business-default

The UK’s elite law firms often point to their rigorous partnership promotion process as a natural selector of the best talent but at Freshfields Bruckhaus Deringer and Allen & Overy (A&O) the promotion of just 15 and 16 partners respectively in recent weeks is insufficient even to maintain the partnerships at their current levels.

For Freshfields, the latest promotions round is a marginal increase on the 14 promoted in 2013, but is a significant decline when compared with the 20 partners promoted in 2011 and 2012.

Legal Business

Freshfields remains bullish in wake of heavyweight arbitration departures

Posted on |
Litigation Freshfields Bruckhaus Deringer
legal-business-default

Magic Circle firm will continue to work with Three Crowns spin off

An undisputed leader in the field of arbitration, Freshfields Bruckhaus Deringer has nonetheless been hit by the recent departures of London heavyweights Constantine Partasides and Paris-based partner Georgios Petrochilos, together with a team out of its German offices, bringing the latest exits to five.