Legal Business

Homeward bound: Burke hands Freshfields’ reins to Aitman as he leaves for Boston-based ArcLight Capital

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‘I’ve held a number of management roles in the firm, which, together with having recently chaired our supervisory body, should help me take on the new role and ensure a smooth transition,’ says Freshfields Bruckhaus Deringer’s new global managing partner David Aitman, as he steps into the sizeable shoes of veteran Ted Burke, following his recent decision to stand down.

Aitman was said to be the standout candidate, having previously chaired Freshfields’ partnership election committee and currently acting as senior elected member of the partnership council.

The competition partner, who will stand as managing partner until the role goes to a vote in 2015, will come off the council to avoid a conflict of interest as a vote on his replacement takes place at the end of this year.

Legal Business

Bind and drive: Freshfields’ Tim Jones to join England Rugby 2015 as GC

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Freshfields Bruckhaus Deringer corporate partner and former City head Tim Jones has been hired as general counsel to England Rugby 2015 ahead of next year’s Rugby World Cup.

Established by the Rugby Football Union, whose current legal and governance director is Karena Vleck, England Rugby 2015 will employ the corporate heavyweight three days a week, beginning on 1 November. Jones, however, will also continue to work on a part-time basis for the Magic Circle firm, and carry on with client matters.

Jones has been a corporate lawyer at Freshfields his entire career, and ran the firm’s Madrid office before taking up the role as London managing partner in 2007 until 2011. He also previously held positions as global co-head of capital markets, and was head of the London corporate group. He is well suited to his new role, having played rugby for Oxford University, London Welsh, Wales B and the Barbarians.

Jones’ recent hefty workload included leading the firm’s effort during its time as official legal services provider to the London Organising Committee of the Olympic Games (Locog), and advising the Department for Business Innovation & Skills on the Royal Mail IPO, alongside pensions partner Charles Magoffin.

A spokesperson for England Rugby 2015 confirmed the move, stating the company was ‘really pleased’ with Jones’ appointment.

The Rugby World Cup, which hosts England kick off on 18 September 2015 at Twickenham, is the third-largest sporting event in the world following the Olympics and the FIFA Football World Cup.

Freshfields’ Magic Circle peer Clifford Chance has made inroads of its own with the event, having been appointed as the official law firm of the Rugby World Cup following a competitive pitch process, in a team led by head of media and partner Daniel Sandelson.

sarah.downey@legalease.co.uk

Legal Business

Sailing for Boston – Freshfields’ managing partner quits to join US buyout house

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One of the most respected law firm leaders in the City has called it a day ahead of time with Freshfields Bruckhaus Deringer’s managing partner Ted Burke today (30 September) confirming his decision to leave the Magic Circle firm. The move, which sees Burke stand down a year early, was announced internally today.

The US lawyer will depart the City giant after 15 years to return to his native Boston as general counsel and chief operating officer of US private equity house ArcLight Capital. Burke’s role as managing partner will be assumed by competition partner David Aitman until the managing partner role goes to a vote again in 2015.

Burke will leave Freshfields early in the New Year, depriving the firm of one of the most highly rated law firm leaders in the business. Burke’s near eight years in Freshfields’ C-suite saw the firm through a major partnership shake-up and a controversial overhaul of its pension scheme. The firm was the only one of London’s ‘big four’ magic circle firms to avoid a major restructuring during 2009 and is regarded by many as the most strongly positioned of the four elite firms.

Burke joined Freshfields in 1998 from Milbank Tweed Hadley & McCloy and became the firm’s US managing partner in 2002, becoming chief executive in 2006.

Burke had stood as senior partner in 2010 in a contested election against the ultimate victor Will Lawes but went on to take on the managing partner role, recasting the chief executive brief he had held.

The increasingly cosmopolitan Freshfields is maintaining its form for being headed by ‘outsiders’ with Aitman himself having joined the firm from Denton Wilde Sapte in 2001. He has previously held prominent roles in the firm having co-headed its global antitrust practice between 2006 and 2010. Aitman, who was appointed following a nomination from Lawes, is also currently the senior elected member of Freshfields’ partnership council – its primary oversight body.

Lawes in a statement commented: ‘I am obviously personally very sad that [Burke] is returning to the US. The firm owes much of its recent success to his strategic guidance and courageous leadership. In David Aitman we have a hugely respected and wise partner, with a deep understanding of our business and culture.’

Burke told Legal Business: ‘I’ve known the people at ArcLight for 20 years and this was just a fantastic opportunity.’

Alex.novarese@legalease.co.uk

Legal Business

Close to the wire: Freshfields and Herbert Smith settle £142m London Underground negligence claim

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Freshfields Bruckhaus Deringer and Herbert Smith Freehills have reached an eleventh hour settlement of the £142m professional negligence claim brought against them by London Underground (LUL).

Due to be heard over a four week period in October, the case is arguably the largest ever filed against a City firm.

LUL was represented by Ince & Co partner Charlotte Davies, who instructed 4 New Court Square’s Justin Fenwick QC, while Freshfields drafted in bar heavyweight Tony Grabiner QC of One Essex Court to defend it, and Herbert Smith fielded Fountain Court’s Tim Dutton QC.

The initial High Court claim was issued against 2332-lawyer Freshfields by LUL in January 2011, in relation to the company’s public-private partnership (PPP) with now-defunct transport company Metronet, which was responsible for the maintenance, renewal and upgrade of the infrastructure on nine LUL lines between 2003 and 2008 under the PPP arrangement.

Following a turbulent period during which Metronet was implicated in the May 2004 derailment at White City, the company went into administration in 2007, leaving LUL liable under the PPP agreement to purchase its debt, eventually becoming liable to pay around £1.74bn.

Magic Circle firm Freshfields was served with a £178.5m claim in July 2011 while legacy Herbert Smith was named as second defendant in the dispute in 2012. That sum was subsequently reduced after LUL managed to recoup some of its losses.

The precise terms of the settlement are confidential but a statement from Herbert Smith said: ‘Transport for London, Freshfields Bruckhaus Deringer LLP and Herbert Smith Freehills LLP have agreed to end the litigation concerning legal advice relating to Metronet’s borrowings under the PPP. All parties involved are pleased to have resolved this dispute without the need to go to trial. The terms of settlement are commercially confidential.’

sarah.downey@legalease.co.uk

Legal Business

Barclays £5.8bn rights issue sees Clifford Chance, Sullivan & Cromwell and Freshfields in the lead

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Barclays has begun the biggest capital raising by a UK bank since 2009 under which Clifford Chance (CC), Sullivan & Cromwell and Freshfields Bruckhaus Deringer will lead on its initial £5.8bn rights issue, as the global financial institution moves to plug a £12.8bn funding gap.

A team from 3017-lawyer Magic Circle firm CC led by London corporate partner Patrick Sarch and capital markets partner Simon Thomas is advising on English law for Barclays, while a Sullivan & Cromwell team in London is advising the bank on US law, led by client relationship partners George White and John O’Connor.

Deputy general counsel Michael Shaw is leading the Barclays team.

At 2332-lawyer Magic Circle rival Freshfields, US capital markets partner Sarah Murphy heads the team providing English and US legal advice to the sponsor, joint bookrunners and underwriters including Credit Suisse, BofA Merrill Lynch, Deutsche Bank, ABN Amro, J.P Morgan Securities, BNP Paribas and ING Bank.

The prospectus was published on Tuesday (16 September) and forms part of the capital raising first announced in July, after the Prudential Regulation Authority (PRA) revealed the results of its review on the capital adequacy of major UK banks and building societies and a leverage ratio target of 3%. Barclays was found to have a PRA leverage ratio of 2.2%, leaving it with a shortfall of £12.8bn.

Shaw told Legal Business: ‘The most eye-catching piece of the leverage plan is, of course, the rights issue – the biggest equity raising in the UK since the crisis. Normally when a company carries out a rights issue or a similar capital raising, it would expect to announce and publish the prospectus simultaneously. The preparation of a prospectus takes a number of weeks of intense effort to ensure, once published, it contains the information needed by shareholders and investors for their investment decision.

‘However, Barclays needed to announce the leverage plan as soon as it was agreed with the PRA on 30 July, and there wasn’t time before then to prepare a prospectus. Unusually, the underwriting had to be done based just on the announcement and using a small group of initial underwriters. Once the rights issue was public, it was possible to expand the underwriting syndicate and then prepare the necessary prospectus. It really has been a great team effort to achieve everything in the time available.’

According to the prospectus, the bank will contest a £50m fine from the Financial Conduct Authority (FCA), which said the bank had ‘acted recklessly’ in breaching rules over disclosing the value of a deal with Qatari Holdings during a cash call in 2008. The FCA issued Barclays a warning notice on Friday 13 September.

francesca.fanshawe@legalease.co.uk

Legal Business

First limb of Lloyds privatisation sees Slaughters and Freshfields win lead roles

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Five years on from the collapse of Lehman Brothers, Slaughter and May and Freshfields Bruckhaus Deringer have won the leading roles on the first limb of the government’s privatisation of Lloyds Banking Group, which was rescued by the UK taxpayer in 2008.

Slaughters is advising UK Financial Investments Limited (UKFI) on the HM Treasury’s disposal of a 6% stake in Lloyds Banking Group, worth around £3.3bn.

The Slaughters team is being led by corporate and commercial partner and head of the equity capital markets group, Nilufer von Bismarck, supported by associates Jonathan Wiseman and Liam Townson. The team also includes tax partner Tony Beare who is supported by associate Michael Ringer.

Freshfields is representing Bank of America Merrill Lynch, J.P. Morgan Cazenove and UBS as joint bookrunners in relation to the sale, led by corporate partners Will Lawes, Julian Makin, Sarah Murphy and Mark Austin, while UK tax advice is being provided by partner David Haworth.

Cravath Swaine & Moore is advising UKFI on US law aspects, led by corporate partner Alyssa Caples, who is supported by associate Jonathan Coleman.

Today’s share placing to institutional investors will raise proceeds of £3.2bn and reduce the government’s 38.7% stake in Lloyds to 32.7%.

In what represents a potential windfall instruction for the Magic Circle firms, the second limb of the privatisation will see the government sell Lloyds stock to retail investors, although potential institutional buyers have been promised that the Treasury will not sell any more Lloyds shares for at least 90 days.

jaishree.kalia@legalease.co.uk

Legal Business

Line up, line up: Twitter, Royal Mail and Foxtons go to market

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After a flurry of initial public offerings (IPOs) earlier in the year, with Esure, Countrywide and Partnership Assurance among the UK companies to go public, a new wave of IPOs are lining up to go to market, including Royal Mail, Foxtons and, most recently in the US, Twitter.

Twitter rather aptly tweeted its intentions to float on the stock market yesterday (12 September) with leading technology IPO specialists Wilson Sonsini Goodrich & Rosati tipped for the role.

The social media giant, estimated by the Wall Street Journal to be worth around $10bn, took advantage of a rule adopted last year by the Securities and Exchange Commission, which allows growth companies with under $1bn in revenues to keep their financial details confidential until closer to the float.

According to Reuters, Twitter’s lead adviser will be Wilson Sonsini Goodrich & Rosati, famous in Silicon Valley for taking public big names such as Apple, Netscape and Google.

Yesterday also saw the UK government notify the London Stock Exchange that the long running Royal Mail IPO is imminent, with lead advisers Slaughter and May, Freshfields Bruckhaus Deringer and Linklaters now gearing up to do a deal that has been in the pipeline for over a year. Royal Mail is being advised by Slaughters, led by equity capital markets (ECM) partner John Papanichola alongside corporate finance partner William Underhill.

The past year has seen the Slaughters team assisting Royal Mail in its preparations for float, advising on numerous thorny issues including its employee share scheme, which will see the postal group’s employees take 10% of the shares and the remainder go to institutional investors and the public. ‘It is a slow process and is not expected to go to market before November,’ one ECM partner said of the IPO.

Freshfields is advising the government, with corporate partner Tim Jones leading for the Department for Business Innovation and Skills on the IPO, backed by a team including pensions partner Charles Magoffin. Linklaters are advising the underwriters, Goldman Sachs and UBS.

Meanwhile, Foxtons IPO, also a private equity exit in which Dickson Minto is representing long-term clients BC Partners, which bought Foxtons in 2007 for £360m with £300m of bank debt, is expected this September. The company was badly hit by the financial crisis and lenders Bank of America and Mizuho stepped in in 2010 in a debt-for-equity swap after BC Partners breached its bank covenants, however, the private equity house kept its minority stake and regained control last year.

More recent estimates place the value of Foxtons’ IPO above £700,000 and, given the success of earlier IPO’s, there is a renewed buzz in the market, underlined by cautious optimism. ‘It’s a general question of confidence, the backdrop of the last few years consisted of private equity exits performing badly at market. There was talk of the pricing mechanism breaking down. But with the success of Crest Nicholson earlier this year, there is a renewed appetite for IPOs,’ said one corporate partner at a US firm based in London.

david.stevenson@legalease.co.uk

Legal Business

LB100 – The top 25: The age of turbulence

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It’s been a bumpy ride for many of the UK’s largest firms, fighting battered profits with consolidation and increased global expansion. Welcome to the Legal Business 100, where headline revenue increases hide a tougher reality

When the UK’s 62nd largest law firm by revenue is suddenly wiped off the face of the earth, despite posting a 2% revenue increase in 2011/12, you’d expect a little nervousness within the profession. Cobbetts, which went into administration in March, posted a profit per equity partner (PEP) increase of 16% in its last-ever LB100 appearance, something that many of the firms occupying the list today would gladly take. But, as it would turn out – as has been the case ever since the 2008 collapse of Lehman Brothers – when it comes to law firm financials, all is not what it seems. And, as the demise of Halliwells proved in 2010, it takes more than the collapse of a regional stalwart to seriously unhinge the market.

Legal Business

Life during law: Mark Rawlinson

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I was in the first ever gender-mixed year at my college in 1976. I got on very well with one particular girl and she was reading law and I developed an interest. I applied to Freshfields, Linklaters, Allen & Overy, Lovell, White & King and Simmons & Simmons. I got five interviews and five offers in 1982 and chose Freshfields. In those days it was a lot easier to get a job.

Regrets? I would have loved to have gone off and done more mountain climbing, but that would have been very selfish as I had a family. Sport has always been a stress buster – I used to work closely with Anthony Salz, when he was co-senior partner at Freshfields, and I used to drive him mad because I’d hit the gym for an hour right in the middle of a deal, but it really helped to refresh me. But there was a tension between being a sportsman and a serious lawyer. But from early on, I wanted to be the best M&A lawyer. My three boys – Max, Tim and Nicky – are all sportsmen and it drives my wife mad as it is one hell of a competitive place at home.

Legal Business

Private equity: CVC gifts Clifford Chance and Cleary Gottlieb with two major European mandates

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Followers of the tussle between UK and US private equity practices for European mandates were this week rewarded with an instruction to both camps by leading buyout house CVC in its acquisitions of Domestic & General and Campbell Soup.

Advent International agreed earlier this week to sell extended warranty company Domestic & General (D&G) to CVC in a deal thought to be worth about $1.2bn, according to The New York Times, although this sum has not been officially disclosed.

Clifford Chance (CC) advised CVC, with a team led by Kem Ihenacho, co-head of the firm’s Africa practice and one of its private equity stars. He was assisted by M&A partner Brendan Moylan and insurance partner Hilary Evenett.

Freshfields Bruckhaus Deringer advised Advent on the sale, with a team led by corporate partner Adrian Maguire. Maguire told Legal Business: ‘Following advising Advent on its acquisition of D&G in 2007 and remaining close to the company throughout Advent’s ownership, we were happy to assist on the disposal of the asset.’ Advent bought UK based-D&G for $1.1bn.

Macfarlanes advised D&G’s management with a senior team led by corporate head Charles Meek, who was supported by tax partner Damien Crossley. The firm previously advised the D&G management team in connection with the company’s sale to CVC in 2007.

Freshfields typically competes with CC for CVC mandates and most recently acted for the private equity house on its sale of a $1.3bn stake in Indonesian retailer Matahari Department Store earlier this year.

However, this week has also seen Cleary Gottlieb Steen & Hamilton’s strong Brussels offering get its foot in the door, advising opposite Allen & Overy (A&O) on CVC’s proposal to buy the European brands of Campbell Soup (excluding its UK arm) in a deal worth around $400m.

Cleary is fielding a team that includes Brussels M&A partners Laurent Legein and Jacques Reding, Paris M&A partner Jean-Marie Ambrosi and London partner David Billington who advised on finance matters.

A&O is advising the iconic company famously portrayed by Andy Warhol in the 1960s out of Belgium, where the European base of Campbell Soup is located. The team is being led by corporate head Pierre-Olivier Mahieu, alongside employment head Pieter De Koster, tax head Patrick Smet and environmental law head Gauthier van Thuyne.

According to a release by the private equity house, CVC has raised fully committed senior debt financing, with Linklaters advising Rabobank, ING and BNP Paribas Fortis, the joint underwriters and bookwriters on the deal.

david.stevenson@legalease.co.uk