Mayer Brown discusses the importance of businesses understanding their exposure
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Mayer Brown hires HSF antitrust partner Vowden in the City
Mayer Brown has hired Daniel Vowden as a partner into its antitrust and competition practice in London, the firm announced today (6 November).
Vowden, who was previously a partner in Herbert Smith Freehills’ Brussels office, will concentrate on advising international clients on a broad array of EU and UK competition law matters, encompassing merger control, foreign direct investment regulations, and cross-border deals requiring regulatory approval.
Recognised in The Legal 500 as a next generation partner in competition law, Vowden spent 15 years at his previous firm.
Aside from his transactional expertise in advising multinational and sovereign wealth funds, he also contributes a wealth of experience in behavioral and advisory affairs, notably in EU and UK cartel investigations. His specific emphasis lies within the pharmaceuticals, financial services, mining, TMT, and retail sectors.
He has served as an associate at both Cleary Gottlieb and Slaughter and May earlier in his career. He is dual qualified in England and Wales, and admitted to the Brussels Bar (A-List).
London managing partner, Dominic Griffiths, commented: ‘We continue to focus on attracting high-calibre lateral partners to the firm. Daniel has a strong reputation in advising clients on complex competition law issues and is perfectly positioned to support clients and existing teams served by London and our other European offices, as well as interface with our global transactional practices and wider dispute resolution practices.’
Vowden will be joining partner Airlie Goodman, who was hired into the firm’s global antitrust and competition practice in London last year from Linklaters. The firm more recently hired Freshfields partner Richard Sydner to its Washington DC practice in January.
Sponsored briefing: Extraordinary times
Dominic Griffiths, Mayer Brown’s London managing partner, discusses bolstering the corporate practice and getting the cultural fit right
You have been London managing partner for a little over a year now. What have been your personal highlights?
Dominic Griffiths (DG): We have continued our growth trajectory over the last couple of years, in particular our revenue growth. It’s one of the fastest growing offices of Mayer Brown globally, which we’re very pleased with, of course. When I started in the role, I set out three important areas for development and one of them was high quality lateral hires. That was top of my list, and we have successfully continued that process. In the last 24 months, the London office has welcomed 11 lateral partners in key specialisations including banking and finance, private equity, investment funds and litigation and, during the course of 2022, we hired Peter Pears, a capital markets partner from Clifford Chance – he is one of the leading ESG advisers to the capital markets industry. We hired Neil Hamilton, a senior securitisation and regulatory partner, also from Clifford Chance. He is focused on providing bespoke regulatory support for our big structured finance roster of clients. We hired Matt Griffin from White & Case, the European head of its funds practice. He is an excellent, high-level, practitioner who adds to our broad scope of activity in fund formation and funds advice for our big corporate clients. We hired Airlie Goodman from Linklaters. I’ve worked with her personally, even though I’m a transactional lawyer, on a big litigation matter. She is an absolutely exceptional litigator. She fits very well in our elite litigation team. We also hired Ronan Mellon from DLA Piper. Ronan and I worked together many years ago at White & Case. It makes me feel a bit old because he was a junior lawyer then and he’s been a partner for ten years now. He has hit the ground running and he’s had some very successful transaction closings already. Last but not least, Paul Rosen from Katten Muchin Rosenman UK came over into our fast-growing private equity team.
How has the London office performed relative to your expectations?
DG: The last few months have been extraordinary times in the markets and we track those markets closely. Mayer Brown, in New York and London in particular, defines itself as being strong in financial services, with the majority of our partners and practitioners focused on this sector. It has been a very strange market. We saw a decrease in the amount of leverage being provided by banks from around September last year. We were looking very closely at credit funds because we have a lot of fantastic work with credit funds to pick up in that space, but, actually, the expectations of the market have not really been met with regard to the amount of leverage required for a really strong and active market. Notwithstanding all of that, we have a very good private equity and leveraged finance practice, which has remained strong and busy because there are more deals in that market. We’re very well hedged in relation to a market like this. We’ve got an extremely strong restructuring team, which is beginning to get really very busy over the last two or three months and we’ve also got a very large litigation group.
What are your ambitions over the next few years? Is there an area you feel needs to be invested in?
DG: My predominant focus is corporate M&A and private equity. Alongside that, there are a number of other areas which we may enhance. Our litigation team is doing incredibly well but if there’s an opportunity to enhance that further we might add one or two new partners in that area. But we feel that what we need now is to grow our corporate team to match the size and success of our finance and litigation teams.
‘We’re very good at identifying the right cultural fits in terms of people joining the firm, at the most junior level right up to the most senior partners we hire laterally.’
Dominic Griffiths, Mayer Brown
I feel very strongly that it is not just about increased profitability; it’s also about increasing personal capital. Having a really diverse strong group of lawyers and people in business services who love working in the firm. This place has an incredibly strong and healthy work culture. We concentrate on things like mental health and equality, in particular in senior roles and for women and other people with protected characteristics. My ambition in that area is not just to improve the situation of my own law firm, it is to improve the profession.
What is your elevator pitch for attracting new recruits?
DG: We’re very good at identifying the right cultural fits in terms of people joining the firm, at the most junior level right up to the most senior partners we hire laterally. It’s important to identify that. That also means hiring a good diverse group of people and making it a welcoming environment on arrival. We’ve got good levels of retention in this office. People enjoy working here, but also socialising with each other. It’s a friendly, open environment. It’s a flat structure in terms of management. Hopefully management is approachable and accessible and the partners treat their associates as adults and not as second class citizens, which can happen in our profession. It’s incredibly important to consider that we’ve got the best people in business services. Business services individuals are treated with the utmost respect and in an equal fashion to lawyers.
How has the war in Ukraine impacted the practice?
DG: We had no operations in Russia and therefore very minimal levels of exposure, in relation to the war in Ukraine. But we have seen a significant uptick in work in areas like sanctions and disruption to supply chains and disputes. So, there has obviously been a slight change in the type of work that we have been doing.
How would you define the firm’s culture?
DG: Being in the trenches together, collegiality in the face of stressful circumstances, pulling together and getting deals done, and rewarding people for it. We have a good collegiate environment where people are supportive of each other. We also have a balanced culture between the meritocratic and entrepreneurial nature of a US-centric law firm and the collegiality and traditional aspects of a traditional English law firm.
How do you think the firm’s brand is seen in the market and what would you change about that perception?
DG: We believe the market thinks of us as having very high calibre lawyers who work on some of the best mandates available in transactional work and in disputes. We’re considered to be a very reliable law firm in taking on highly complex work and getting deals over the line.
What does the firm need to do to fulfil its ambitions in London?
DG: Top-quality lateral hires and getting the message out there that we are exceptionally good at dealing with highly complex transactional and disputes work. It’s all about growing and strengthening our corporate practice. Maximising the potential we have across our network. We already work very well together on a transatlantic and international basis, but we can always do better in that respect. So, ensuring that we are doing enough in terms of working together with teams outside of London and that there’s enough cross departmental co-operation, there’s a lot of that already happening in this firm.
‘We’re considered to be a very reliable law firm in taking on highly complex work and getting deals over the line.’ Dominic Griffiths, Mayer Brown
What will working life look like in the coming years?
DG: Hopefully a workable hybrid model where we can ensure that we integrate to work on a remote basis, but also have an office space and environment which is attractive and congenial enough for people to want to come to the office more regularly than not. Ensuring that people are getting the best possible training and good personal interaction, which of course is very good for one’s mental health. Also meeting with clients, a number of whom are back in the City and are operating as they used to do. There has been an enormous uptick in the use of technology and AI. I do believe however, that while we are fully dedicated to innovation and incorporating new ways of working, our clients do expect a traditional type of professional working for them. There’s a really good opportunity to look at technology and advanced technology to lower cost and increase efficiencies in terms of productivity and delivering advice to clients. However, we need to appreciate that it is only appropriate in certain areas and there will be plenty of areas where traditional, bespoke advice would be required.
What have been the standout matters that demonstrate Mayer Brown’s strengths?
DG: Waterwheel Capital Management – our securitisation team advised on three multi-billion dollar deals in 2022, each demonstrating its prominence in innovative top securitisation mandates in the European and global markets. One was for WCM – a defining transaction in the de-risking of the revitalised Greek banking system and one of the first transactions to receive a guarantee from the Greek State under the Hellenic Asset Protection Scheme.
Beazley Catastrophe Bond – we advised Beazley following a £350m institutional placement, subscription and retail offer in November 2022 and then, in December 2022, on the launch of the world’s first cyber catastrophe bond which was defining for the market. This was led by partner Colin Scagell and his team.
VAALCO – we advised this world class energy company, which wanted to expand and facilitate greater exploration opportunities. It identified TransGlobe – which had assets in Egypt and Canada and listed in Toronto, on New York’s Nasdaq, and on London’s AIM – as its partner of choice. Led by partner Kate Ball-Dodd, the deal involved six jurisdictions across both developed and developing markets, five stock exchanges and was unparalleled in its complexity.
Interview conducted by Holly McKechnie
For more information, please contact:
Dominic Griffiths, London managing partner
Mayer Brown
201 Bishopsgate
London EC2M 3AF
United Kingdom
T: +44 20 3130 3000
E: dgriffiths@mayerbrown.com
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‘Reloaded, but not in time’: Dechert defends revenue and profit dip as Mayer Brown inches past $1.5bn turnover
As the financial reporting season for Global 100 firms gathers pace, some less eye-catching financial results have emerged, with Dechert seeing a 6% revenue and profit reversal and Mayer Brown growing turnover only marginally to exceed $1.5bn.
Mayer Brown grew global revenue a sedate 2% to $1.52bn from just shy of $1.5bn last year when the firm recorded 7% revenue growth, while revenue per lawyer saw a slight 1% dip to $900,000 in 2020. Profit per equity partner (PEP) numbers were more heartening, climbing 11% to $2m from $1.8m in 2019 in the context of a 2% uptick in partners to 657 from 646 last year. Total lawyer headcount increased 3% to 1,685 from 1,632 in 2019.
Chairman Paul Theiss was bullish despite the slower pace of growth, commenting: ‘For Mayer Brown, 2020 was first and foremost about taking care of our clients as their trusted adviser and business partner, and about taking care of one another and our families during a difficult year. Against that backdrop, from a financial standpoint 2020 marked our eighth consecutive year of revenue growth, with a 75% increase in PEP during that period.’
Mayer Brown does not divulge its City performance. However, London managing partner Sally Davies noted that the office held up well and made a ‘significant contribution to the firm’s global results’.
Speaking to Legal Business recently, Davies was bullish about the office’s strategy and lateral additions in a challenging year. ‘We are quite clear on strategy, it hasn’t changed as a result of the pandemic. We are focused on finance, private equity, complex, high-stakes disputes, white collar and investigations. The addition of Trevor Borthwick from Allen & Overy has added gravitas to our banking and finance team.’
She also pointed to the hire of transactional real estate partner Simon Price from Linklaters and restructuring partner Barry Cosgrave from K&L Gates, all of whom she says have hit the ground running.
Davies was characteristically upbeat and insisted there are upsides to the coronavirus crisis. ‘My personal ambition is to not lose the positives we’ve gained and not to drift back to where we were before. In terms of ESG, we didn’t really need to do so much travel. The compensation process was more efficient by doing it remotely. I’m hopeful it will change the way we do business development so that we are more focused on what clients want and not what we think they want.’
Elsewhere, Dechert experienced a tougher year, revealing a 5.7% revenue drop in 2020 to $1.07bn from $1.14bn as PEP declined in kind to $2.8m from $3m in 2019. RPL saw a 4% decrease to $1.12m from $1.17m last year, as the number of equity partners remained flat at 154 and total lawyer headcount stood at 960 compared with 974 in 2019.
Dechert CEO Henry Nassau nevertheless defended the firm’s position: ‘We have seen 10 years of steady growth at an average annual rate of 5%. 2019 stood out with 11% revenue growth. 2020 was the third year with revenue greater than $1bn. The second half of 2020 was spectacular and this continued through into early 2021, with year-to-date revenue up 12%, and billings are up 16%. The 2020 drag was caused for a couple of reasons in the first half of the year. Over 20 matters were postponed due to court closures and two huge litigation matters drew to a close at the same time. We reloaded, but not in time for the snapshot when these figures were taken.’
The firm globally has won a number of significant mandates, including advising Cerberus on its private equity strategy in the US, Europe and Asia, including the sale of Covis to Apollo. It also counts KKR as a key client across real estate finance, asset-backed and fund finance, private equity, permanent capital, tax and litigation.
Dechert has made a concerted effort to bolster its financial restructuring group of late, with heavyweight Weil, Gotshal & Manges partner Adam Plainer joining as global co-chair of the group on 1 March. The firm also added London Shearman & Sterling restructuring partners Solomon Noh and Alastair Goldrein in 2020.
Legal Business Awards 2020 – CSR Programme of the Year
After reviewing dozens of highly impressive entries, we are now delighted to reveal the winner of CSR Programme of the Year at the 2020 Legal Business Awards.
In recognition of either a single law firm, in-house team or chambers, or even a wider association, this award is given to those in the industry that have made the strongest overall contribution to corporate social responsibility. Reference can be made to a range of areas, including pro bono and community activities, environmental and workplace initiatives and responsible client selection.
Sponsored by
Winner – Mayer Brown
Mayer Brown wins plaudits for working with Zacchaeus 2000 Trust, the anti-poverty charity, to deliver its Tribunal Project to combat the injustices in the disability welfare system. To date, the firm has taken 16 cases to tribunal; successfully accessing close to £200,000 in financial benefits for Z2K clients.
A narrowing in 2013 of access to legal aid, including in welfare benefits, together with changes to the welfare system in 2012, disproportionately affected the disabled and long-term sick. Inadequate access to legal advice for the vulnerable have been a growing concern for Z2K, which offers support and advice to those entitled to means-tested benefits affected by unfairness in social security or housing.
Hundreds of thousands of people with severe medical conditions and disabilities have had their benefits unjustly stopped by the Department for Work and Pensions since the reform and around 40% of claimants for Employment and Support Allowance and Personal Independence Payments (PIP) have been wrongly rejected, resulting in many being forced into poverty.
Since October 2018, a team of 30 Mayer Brown lawyers led by London head of CSR, Heidi Newbigging, have worked with Z2K to deliver its Tribunal Project on a pro bono basis. Lawyers receive training from Z2K on how to run a case at tribunal, with the project open to participants at all levels, from partner to legal apprentice. Lawyers meet with clients, prepare their submission and attend the tribunal hearing with them, providing much-needed support through a lengthy and complex process.
For example, Yousef (not his real name), a 49-year-old man living alone and receiving psychological treatment following his torture in prison in the Democratic Republic of Congo, has several medical conditions and takes medication that causes side effects. His case was referred to Z2K as he had been awarded no points during his assessment for daily living and mobility for PIP. With support from Mayer Brown, he won his appeal.
Yousef was awarded PIP daily living at the standard rate of £58.70 per week and received a backdated payment of just over £4,000. In a testimonial, Yousef said: ‘Tribunals are so overwhelming it is great to have support of people who know what the system needs so you do not feel alone.’
Highly Commended – Dentons
The world’s largest firm by headcount contributes 15,900 CSR hours over multiple programmes. One highlight is its collaboration with NatWest for The National Centre for Domestic Violence, using a unique structure that allows clients to become Dentons consultants for the purposes of pro bono work.
Dentons has worked with client NatWest Legal over the last two years to provide pro bono support to the NCDV, a nationwide not-for-profit organisation which provides free advice to victims of domestic violence ineligible for legal aid. The unique structure helps victims without having to refer them to other organisations, expediting the legal service.
The programme has to date supported 94 applicants in need of urgent assistance by obtaining emergency protection from the court. One senior associate obtained a non-molestation order having attended court with his 16-year-old client. The court granted the order without the need for a return hearing, which is extremely rare, and a great result for a young, vulnerable person.
Other nominations
DAC Beachcroft
Achievements in the past year include a 50% increase in employee engagement in CSR initiatives that include the creation of the Helpforce volunteering programme in support of a major client and its first collaborative CSR programme launched with another key client, Aviva.
Latham & Watkins
An impressive showing with 93% of partners, counsel, and associates globally worked on pro bono matters in 2018. In the past year, Latham lawyers in London opened more than 95 new matters and donated 14,000 hours advocating for disadvantaged, marginalised and vulnerable people.
Paul Hastings
As sole legal counsel to Clearly Social Angels – the UK’s leading network of high-net-worth individuals and families dedicated to impact investment into businesses that create positive social and environmental change – the firm provides legal training to the individual angel investors, answering questions from CSA regarding structuring the investments, as well as ad hoc legal support.
Reed Smith
Achievements include collaborative work with Kids in Need of Defense UK, assisting vulnerable clients, children and their families by regularising their immigration status in the UK. The firm can point to a 100% success rate and over 4,000 pro bono hours committed in two years.
‘No crown jewels’ but firms rally with coronavirus advice to steer clients through crisis
As cases of the coronavirus accelerate, law firms including Mayer Brown, Eversheds Sutherland, Allen & Overy (A&O), Mishcon de Reya, Hogan Lovells and Fieldfisher have established COVID-19 working groups to help clients.
The moves come after swathes of firms ordered employees to work from home in the City and around the world in an attempt to contain the spread of the disease, which has so far racked up 244,553 confirmed cases globally and claimed 10,031 lives. Cases in the UK have ratcheted up at an alarming rate, with 2,716 cases and 137 deaths reported at the time of writing, with the UK government poised imminently to impose a lockdown to stem the spread.
Mayer Brown has set up a global response team spearheaded by the management committee and office managing partners and launched a COVID-19 web portal and blog to provide answers to frequently emerging questions from clients. Tools include a global travel navigator facility with a heat map of regions affected and various restrictions there.
Speaking to Legal Business, Sally Davies (pictured), Mayer Brown’s London managing partner, said: ‘There has been so much information coming out on coronavirus and we have been sending multiple alerts out to clients. We wanted to consolidate everything in one place and make it easy to navigate.’
Davies said the response was largely crisis management and advisory at this stage, and expects further down the line client questions will turn to recovering money from the government as well as restructurings. The management committee and office managing partners are having daily calls on the coronavirus and have established and email group and WhatsApp group to quickly share knowledge and information.
‘There are questions over what a complete lockdown might mean. Can buildings and businesses be accessed at all? Can contracts be terminated or put on hold? What do the provisions which deal with force majeure and epidemics mean? Who pays for the delays and losses? As well as advice on business rates for large empty offices and employment issues around home working.
Eversheds has augmented its existing firm-wide working group with a global working group to deal with any litigation-related client requests around the coronavirus.
The group includes 13 partners: Jessica Neuberger (UK), Greg Falkof (Paris), Matthew Taylor (UK), Simon Brooks (UK), Paul Taylor (UAE), Michael Bahar (Washington DC), Meghana Shah (New York), Matt Gatewood (Washington DC), Tim Hill (UK), Mark Yeadon (Hong Kong), Joos Hellert (Germany), Yuri Wehrmeijer (Netherlands) and Remi Kleiman (Paris).
Paul Worth, co-head of global litigation, told Legal Business: ‘The global working party was set up to ensure a consistent approach. Just in the UK we have 600 people and 500 lawyers in my group so we wanted to make sure there weren’t hundreds of slightly nuanced responses to, for example, questions around force majeure. We wanted to ensure a joined up approach to make sure we had a clear understanding of client needs.’
Worth says that the firm is using webinars to tackle questions on M&A, real estate litigation, contract termination and force majeure: ‘We are not giving away the crown jewels but are offering high-level advice to clients.’
Worth added that that the firm was producing a global guide to force majeure across 40 jurisdictions to respond to the single biggest issue lawyers are being asked about, taking just a fortnight to produce where it normally can take months.
Worth draws parallels with the foot and mouth disease crisis of 2001 in terms of the types of issues that will likely emerge. ‘We advised the government on many millions of pounds of contract disputes connected with foot and mouth. I expect the coronavirus could lead to disputes around the allocation of government funds and resources. What clients need now is different from what they will need in six months’ time when the impact on global economies will automatically create opportunities for disputes.’
Elsewhere, Fieldfisher has responded with a one-stop-shop to offer commercial, employment, corporate and disputes advice in one place.
Ranjit Dhindsa, head of employment at Fieldfisher, told Legal Business: ‘The hub has expanded into having all the different advice you may need in one place. It has employment lawyers, commercial contract advice, litigation advice, insolvency lawyers, if your business can’t survive. What we have done is forget about expertise in isolation. When a board is in crisis you want the whole picture.’
Latham & Watkins has similarly established a task force, A&O a working group, Mischcon a cross-firm COVID-19 team, Hogan Lovells a hub to assess the potential impacts as well as multiple tools covering areas such as supply chain disruption, and Cooley a coronavirus resource hub to provide clients with advice on the pandemic.
Milbank’s City revenue outstrips global growth as Mayer Brown nears $1.5bn global turnover
London outpaced global growth at Milbank following a quieter year for standout laterals, as US outfits continue to post impressive results in the City.
Milbank’s London revenue reached $171.2m in the last financial year, an increase of 10% on $156m in 2018.
Globally, turnover was up a more subdued 3.4% to $1.069bn while firmwide profit per equity partner (PEP) increased 1.3% to $3.9m.
The figures show a comparative slowdown for the firm following a strong spell. Last year Milbank passed the $1bn mark following 13% growth globally as City revenue hiked an eye-catching 25%, driven in part by the arrival of new teams in London. Over the last five years, Milbank has upped City revenue an impressive 55%.
‘In terms of revenue, being up 10% is an exceptionally strong showing from our team,’ Milbank’s co-managing partner of London Julian Stait (pictured) told Legal Business. ‘The previous year we grew 25% and part of that was us adding a restructuring team from Cadwalader and a capital markets team from Shearman & Sterling, both of which significantly impacted headcount and revenue.’
Over the last two years at Milbank, headcount has grown 37%, with leveraged finance, capital markets, financial restructuring and litigation being the primary beneficiaries. During 2019/20, the firm has added five partners with Lisa O’Neill, Mona Vaswani, Sarbajeet Nag, William Charles and Miko Bradford all joining the firm’s City bench.
Looking ahead, the firm is sanguine about 2020: ‘From a transactional perspective we remain very bullish,’ Suhrud Mehta, Milbank’s co-managing partner in London told Legal Business. ‘The practice is very European and international and the reach of the firm in terms of clients we have access to is still hugely under-exploited.’
‘We’ve had a number of years of exceptional performance,’ Stait added. ‘The London office is a key driver of success at the firm and the firm will continue to invest in the London office.’
Meanwhile, US counterpart Mayer Brown also revealed its financial results, with global revenue increasing 7%, bringing it just shy of the $1.5bn mark. The Chicago-based outfit saw similar growth in its PEP figure, which was up 6% to $1.8m. The firm also started the year strongly in the City lateral market, luring energy partner Kirsti Massie from White & Case following a decade at the firm.
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.
Mayer Brown makes up three in the City in 27-strong global partner promotion round
Mayer Brown has promoted three lawyers to partner in London in a scaled back round that saw 27 partners minted globally.
The firm has been more conservative in its promotions across the board than last year, when it promoted four in London as part of a round that saw 34 made partner globally. As with last year’s round, Mayer Brown managed only one female partner promotion in the City.
Effective from 1 January 2020, the new London partners are Miriam Bruce (employment and benefits), Tim Shepherd (litigation and dispute resolution) and Charles Thain (banking and finance).
Mayer Brown London managing partner Sally Davies told Legal Business: ‘A lot of firms seem to be contracting in London but that is certainly not our intention. The difference between three and four partners in London was more of a timing thing. It was not as big a cohort as last year, however, three was the right number for us. We are still looking to expand our London office as part of the firm’s focus on London, New York and Hong Kong. We have hired several laterals and there are more in the pipeline.’
Davies is also hopeful of a higher percentage of women in next year’s promotions: ‘We expect to see more female partners next year. There is a great crop of female lawyers in the pipeline. Globally our percentages are healthy but we could still do better.’
The lion’s share of the promotions were in the US, with four new partners in Chicago, three in New York and three full-time partners in Washington DC, with a further DC partner splitting their time with Beijing.
Others were promoted in Hong Kong, Singapore, Sao Paulo, Rio de Janeiro, California, Charlotte and Los Angeles. In Europe, London again outstripped Paris, where only two lawyers were promoted to partner, matching last year’s investment.
Mayer Brown’s London partner promotions:
Miriam Bruce, employment and benefits
Tim Shepherd, litigation and dispute resolution
Charles Thain, banking and finance
Dealwatch: US and UK outfits line up on Jack Wills sale, BT fleet group buy-out and Majestic Wine
Fried, Frank, Harris, Shriver & Jacobson, RPC, Mayer Brown and Bryan Cave Leighton Paisner were among the firms to enjoy a pre-summer deal rush this week as Sports Direct bought Jack Wills and private equity player Aurelius acquired BT’s fleet business.
Fried Frank advised high street clothing retailer Jack Wills on the buy-out of its UK businesses with a team led by restructuring and insolvency partner Ashley Katz and including corporate partner Dan Oates, finance partner Neil Caddy, real estate partner Patrick Williams and restructuring and insolvency partner Gary Kaplan.
The deal was the result of a restructuring and pre-packaged administration after Jack Wills fell into administration on Monday (August 5) and a team of KPMG administrators led by partners Will Wright and Chris Pole was appointed.
The £12.75m acquisition by Sports Direct includes acquiring stock, a distribution centre and 100 stores across the UK and Ireland. Owner Mike Ashley agreed to the takeover after winning the bid against Edinburgh Woollen Mill Group owner Philip Day. Last year House of Fraser was acquired in a similar pre-packaged administration deal by Sports Direct for £90m when it out-bid Philip Day.
Sports Direct is a long-standing client of RPC which advised on the takeover.
A Mayer Brown team led by Perry Yam advised Aurelius Equity Opportunities, the equity investment entity of Aurelius Group, on the acquisition of commercial fleet management operator BT Fleet Solutions from BT Group Plc.
Mayer Brown and Bryan Cave Leighton Paisner worked on the transitional arrangements which will ensure that the carve-out from BT is successful, as well as the long-term outsourcing agreement between BT Group and BT Fleet Solutions. BT Fleet Solutions will continue to manage BT’s vehicle fleet nationally after the acquisition.
Co-leader of the global corporate & securities practice and private equity partner Perry Yam told Legal Business, ‘It’s an exciting opportunity for Auerelius to take on a non-core asset from BT and to retain BT as a customer.’
The BCLP team led by BT relationship partner Marcus Pearl and M&A partner Ben Lee advised BT Group.
Pearl, told Legal Business: ‘BT is seeking to focus more and more on investing in the best fixed and mobile networks in the UK and therefore the divestment of this non-core part of BT Group is very much part of its ongoing commitment to the core of its strategy.’
BCLP is a prominent member of BT’s panel and advises both BT and Openreach on strategic M&A, outsourcing, regulatory investigations and litigation and competition matters.
Meanwhile Allen & Overy and Hogan Lovells advised as Majestic Wine Plc agreed to sell its retail and commercial businesses to investment manager Fortress Investment Group.
The deal will see Fortress, which is owned by SoftBank, pay £95m for the businesses, which will continue to trade under the Majestic name. The deal is subject to European Commission antitrust clearance and Majestic shareholder approval. It is part of Majestic’s plan to focus on driving growth in its Naked Wines business.
The A&O team was led by corporate M&A partner Seth Jones with partners Alasdair Balfour and Nigel Parker advising on antitrust and commercial matters respectively. Tom Whelan, Hogan Lovells’ global head of private equity, advised Fortress on the deal.
Corporate partner Seth Jones told Legal Business ‘It’s a sector that is seeing rapidly changing consumer behaviour which is driving some of the deal activity we are seeing. 2019 has also seen an increase in private equity capital being deployed both in private M&A but also public takeovers. We’ve really seen private equity go after UK listed companies and deploy the capital that they’ve raised over the last few years and that’s really the stand-out trend for the first half of the year in the UK.’
Finally, Shoomiths is advising Malvern Group administrators KPMG following the announcement of the Group’s collapse last week (July 31). The corporate restructuring and advisory team is led by partner Sarah Teal and headed up nationally by James Keates. Malvern Group owns holiday brands Late Rooms and Super Break.