Legal Business

Skadden latest US firm to enter Seoul after obtaining local licence


Skadden, Arps, Slate, Meagher & Flom has announced it is opening in Seoul, South Korea, joining a growing number of UK and US firms who have already entered the market.

The global top five firm received its licence earlier this month, making Seoul Skadden’s seventh office in the Asia Pacific region, after Shanghai, Beijing, Hong Kong, Singapore, Tokyo and Sydney.

The office will be led by corporate partner Young Shin, a native Korean speaker who was head of Skadden’s Korean practice when it was based in New York. He has over ten years’ experience advising Korean clients such as Samsung and one of the country’s largest conglomerates, Hanwha Group, on outbound M&A and other corporate transactions.

‘Skadden has a long history of advising a diverse range of Korean and international clients on Korea-related business matters and legal disputes,’ said Skadden executive partner Eric Friedman.

Skadden Arps joins fellow US firms such as Ropes & Gray, Cleary, Gottlieb, Steen & Hamilton and Simpson Thacher & Bartlett, along with UK firms such as Clifford Chance and Linklaters, which opened in Seoul following the ratification of a free trade agreement between South Korea and the US and Europe in 2012 and 2011 respectively.

The US firms’ dominance in the region can be in part attributed to the legislative requirement that the head of a foreign firm’s Korean office must have spent three years working in the firm’s home country, where the US benefits from its strong Korean American community and ties.

Of the 19 firms based in Seoul, 14 are from the US whereas just five are from the UK.

Stephenson Harwood last month signalled its intent to enter the market with the hire of DLA Piper’s local office head and litigation partner Michael Kim, although the firm has yet to apply for a licence.

Legal Business

You win some you lose some: Skadden’s client bows out of $1.7bn Amcol bidding war as $1bn Chiquita/Fyffes merger goes through


The month-long bidding war between French minerals company Imerys and New York’s Mineral Technologies (MT) for Amcol International this week saw Skadden, Arps, Slate, Meagher & Flom lose out to Cravath, Swaine & Moore as MT’s $1.7bn offer saw its competitor finally bow out of the frame. Although of significant consolation to the top five Global 100 firm is its second billion dollar deal of the week: the merger of client Chiquita with its rival, world renowned banana brand Fyffes.

MT, which produces the mineral bentonite primarily used in the energy and construction industry, was represented by Cravath’s head of corporate Scott Barshay, who for the past month has faced Skadden’s corporate partners Kenneth Wolff and Pierre Servan-Schreiber from New York and Paris respectively, as Imerys attempted to expand its presence in the US.

Skadden’s team also includes banking partner Stephanie Teicher, corporate finance partner Michael Zeidel, executive compensation and benefits partner Regina Olshan and tax partner Steven Matays.

Skadden previously advised the French company in 2009 on an issuance of shares worth approximately $340m.

Kirkland & Ellis’ Chicago-based corporate partners Richard Brand and Scott Falk served as counsel to Amcol. Also advising on the deal are executive compensation partner Scott Price, tax partner Keith Villmow and antitrust partner Bilal Sayyed.

MTI’s chairman and CEO Joseph Muscari said: ‘The combination of MTI and AMCOL will create a minerals platform that is well-positioned for growth through geographic expansion and new product innovation. We will be a leading industrial minerals company with more than $2 billion in sales [and] strong market positions.’

The transaction, which has been unanimously approved by the boards of directors of both companies and is expected to close in the first half of 2014, is subject to customary closing conditions.

Seeing another billion dollar deal to a happier conclusion this week was Skadden’s New York-based corporate partner David Friedman and Chicago-based global co-head of corporate transactions Peter Krupp, who represented Chiquita in its $1bn merger with Fyffes, creating a global banana and other fresh produce company with an estimated $4.6bn in annual revenues.

The transatlantic deal threw up a raft of legal advisory roles, with Taft Stettinius & Hollister also acting as corporate counsel to Chiquita alongside leading Irish firm McCann FitzGerald, led by corporate partner David Byers. On anti-trust issues, Chiquita instructed Kirkland & Ellis and Magic Circle firm Freshfields Bruckhaus Deringer.

Simpson Thacher & Bartlett corporate partners Mario Ponce and Elizabeth Cooper led a team for Fyffes, alongside Irish firm Arthur Cox.

King & Wood Mallesons SJ Berwin advised longstanding client Fyffes on antitrust issues, with a team led by London-based senior partner Stephen Kon and competition partner Philipp Girardet.

Named ChiquitaFyffes, the union will give the companies a presence in more than 70 countries and a workforce of approximately 32,000 people globally.

Kon said: ‘This is a very exciting deal for our long-standing client Fyffes, which marks the beginning of another successful chapter in the company’s long and distinguished history. We are very proud to have been appointed by Fyffes to assist with bringing about this transformational deal.’

Chiquita and Fyffes plan to complete the transaction before the end of 2014.

with additional reporting from

Legal Business

Skadden’s London head Buck steps down as the City claims global management positions in energy and litigation


Skadden, Arps, Slate, Meagher & Flom’s longstanding European head Bruce Buck has stepped down from his role as London head as the leading Wall Street firm also makes a series of senior appointments that have seen a shift in power to the City.

After 25 years as Skadden’s City head, London-office founder Buck (pictured) has been replaced by corporate partner Pranav Trivedi. Buck will continue to serve as the firm’s European head.

Trivedi has experience in advising on international corporate finance including initial public offerings and privatisations, cross-border M&A, joint ventures and private equity. He was previously head of Moscow and has now been replaced by corporate finance partners Dmitri Kovalenko and Alexey Kiyashko.

Other changes to the 1,735-lawyer white shoe firm’s leadership line-up include London-based Karyl Nairn QC and disputes partner David Kavanagh’s appointment as global co-heads of the firm’s international litigation and arbitration group alongside New York disputes partner John Gardiner.

London energy and infrastructure projects partner Doug Nordlinger has taken over as global head of the energy and infrastructure projects group, replacing previous head and energy partner Marty Klepper in Washington DC.

Buck joined Skadden in 1988 after the high profile M&A partner was headhunted to establish the London office and head the firm’s European operations. In 1990, he began to work more closely in Russia and has managed the firm’s Russian practice since the opening of the Moscow office in 1992. He is also the chairman and director of Chelsea Football Club and worked on the acquisition of the club by an investment vehicle for Roman Abramovich.

A spokesperson for the firm said that the move was ‘a natural evolution’.

Legal Business

Skadden and Shearman take lead roles as struggling BlackBerry agrees $4.7bn sale


Following dashed hopes that BlackBerry’s new handset would reverse its falling fortunes, Skadden, Arps, Slate, Meagher & Flom and Shearman & Sterling have been assigned as lead advisors as the struggling smartphone maker sells its business to its largest investor, Fairfax Financial, for $4.7bn.

Skadden, which was instructed last month by BlackBerry as it reviewed its strategic options, is being led by New York corporate partners Stephen Arcano, Neil Stronski and Richard Grossman. Canadian firm Torys is also advising BlackBerry, led by corporate finance partner David Chaikof.

Toronto-headquartered Fairfax has turned to Shearman & Sterling, led by head of New York’s M&A group Scott Petepiece, capital markets partner Jason Lehner and counsel Sean Skiffington from Shearman’s global M&A group. McCarthy Tétrault is also providing legal advice led by Toronto senior partner Garth Girvan alongside US markets leader David Tennant.

In April Skadden represented Research In Motion (RIM) — the maker of BlackBerry — in the dismissal of a securities class action that alleged it made false statements regarding its financial condition and business prospects.

Shearman & Sterling also has a long-standing relationship with its client and in July represented Fairfax in its acquisition of pet insurance provider Hartville Group.

Under the deal to acquire BlackBerry, the Canadian investor has signed a letter of intent agreeing to pay $9 in cash per BlackBerry share. Due diligence is expected to be complete by November 4. The sale comes as, despite remaining popular with much of the business community, the smartphone group has lost considerable market share to rivals such as Apple’s iPhone.

Chair of BlackBerry’s board of directors, Barbara Stymiest, said: ‘The special committee is seeking the best available outcome for the company’s constituents, including for shareholders.’

Legal Business

Deal watch: telecoms stays on front pages as Skadden and Simpson Thacher lead on Microsoft’s acquisition of Nokia’s mobile business


Following Monday’s $130bn deal between Vodafone and Verizon, yet another blockbuster telecoms transaction has emerged to keep M&A lawyers enthralled, with US firm Skadden, Arps, Slate, Meagher & Flom and Simpson Thacher & Bartlett taking the lead in Microsoft’s $7bn acquisition of Nokia’s Devices & Services business along with a ten-year patent licensing agreement.

Under the terms of the deal, which is expected to complete in the first quarter of 2014, Microsoft will acquire all of Nokia’s Devices & Services arm, including its mobile phones and smart devices business, which generated an estimated €14.9bn, or almost 50%, of Nokia’s net sales for the full year 2012. Around 32,000 staff are expected to transfer to Microsoft.

Nokia’s CTO (Chief Technology Office) organisation and patent portfolio will remain within the Nokia Group. As part of the transaction, Nokia will grant Microsoft a 10-year, non-exclusive licence to its patents and Microsoft will grant Nokia reciprocal rights related to its mapping division, HERE. Microsoft also has the future option of make this licencing agreement permanent.

Of the total purchase price of €5.44bn, €3.79bn relates to the purchase of the Devices & Services business, while €1.65bn relates to the mutual patent agreement and future option.

As part of the negotiations, Microsoft has agreed to provide Nokia with €1.5bn of financing in the form of three €500m tranches of convertible bonds to be issued by Nokia maturing in 5, 6 and 7 years respectively. It is at Nokia’s discretion if it chooses to draw down all or some of these tranches and the financing is not conditional on the transaction closing.

The deal is the second major telecoms mandate for M&A powerhouse Simpson Thacher in the last few days, having also advised Vodafone on US aspects of its deal with Verizon. Veteran corporate lawyer Alan Klein led the team for Microsoft, along with capital markets partner Bill Brentani; Greg Grogan, who specialises in executive compensation and employee benefits; tax partner Gary Mandel; and IP partner Lori Lesser.

Simpson Thacher teamed up with long-standing Microsoft adviser Covington & Burling, which is advising on the crucial IP, regulatory and commercial aspects of the deal. The Covington team was led by Ingrid Rechtin and Evan Cox and pulled in partners from various teams in the US, London and Brussels.

Skadden, meanwhile, was led by corporate partner Ken King, alongside Mike Mies and London partner Danny Tricot.

Partner David Hansen and Of Counsel Jim Brelsford advised on IP, while partners Paul Oosterhuis and Eric Sensenbrenner advised on tax; employment advice came partner Joe Yaffe and London Of Counsel Helena Derbyshire; while partners Frederic Depoortere, Steven Sunshine and Alec Chang provided antitrust advice.

The IP aspects of the deal are particularly significant, demonstrating the huge value the telecoms sector places on patents. In the context of the long-running smartphone wars, the arrangement will allow Nokia to maintain ownership of its patent portfolio while providing Microsoft with access to the intellectual property protected by its patents.

Dr Tim Hargreaves, patent attorney and partner at Marks & Clerk , said: ‘This arrangement allows Nokia to retain its patent portfolio and provides Microsoft with a 10-year licence, with an option to extend it at a later date. That Nokia was not willing to give up its patents – but only to license them – indicates the value it attributes to its own intellectual property.

‘Microsoft has entered this sector relatively late, so gaining access to Nokia’s very established patent portfolio through a licensing deal makes real sense. Similar to Google’s tactic in purchasing Motorola Mobility, this will help Microsoft level the playing field with the rest of the sector. Microsoft also gains the benefit of Nokia’s earlier licensing agreement with Qualcom, which will provide it with access to an even wider pool of patent rights.’

Legal Business

Latham, Sidley and Skadden lead the US pack in Legal 500 research


Often hailed as one of the greatest US success stories of the last 25 years, new research underlines the elevated position Latham & Watkins has attained in the world’s largest legal market.

The Legal 500 United States 2013 edition shows Latham as the highest ranked law firm judged by the total number of recommendations, putting the Los Angeles-bred giant ahead of a string of top Wall Street firms.

The 600-partner firm received recommendations in 55 practice areas. Recommendations are calculated by the research team of The Legal 500 based on client and peer feedback and the submissions of the firms themselves, and take into account multiple factors including track record in winning cases, the complexity of deals and innovation. Latham received 20 top-tier recommendations, including listings in areas such as capital markets (equity offerings and high-yield debt offerings), project finance (lenders and sponsors), energy (renewable and transactions) and telecoms and broadcast (regulatory and transactional).

Legal Business

TNK-BP takeover saga ends in largest Russian deal ever


The ongoing battle over what was to become of Russian oil joint venture (JV) TNK-BP finally concluded at the end of 2012, in one of the largest M&A deals of the year. Skadden, Arps, Slate, Meagher & Flom, Cleary Gottlieb Steen & Hamilton and Linklaters all played lead roles on TNK-BP’s multibillion-dollar sale to Russian state-owned oil giant Rosneft in December.

The deal has made Rosneft, advised by Cleary, the largest listed oil company in the world. However BP, represented by Linklaters, still has an almost 20% stake in the company after negotiating a cash plus shares sale worth $27bn.

Legal Business

Shearman’s rainmaker leaves for Skadden


Shearman & Sterling’s loss is Skadden, Arps, Slate, Meagher & Flom’s gain after Stephan Hutter, Germany’s pre-eminent capital markets specialist, swapped one US firm for another in February.

Hutter joined Skadden’s Frankfurt office along with fellow partner Katja Kaulamo, gifting the firm the German capital markets capability it has sought for so long.

Legal Business

Battle Royale


Two oligarchs; $6.5bn; and enough lawyers to form an entirely new firm. This is Berezovsky v Abramovich, the largest litigation in the world

In Hermès on Sloane Street on Friday 5 October 2007 Roman Abramovich, the billionaire owner of Chelsea Football Club, is enjoying a quiet afternoon shopping. Two doors down in Dolce & Gabbana, his former business partner is also indulging in a little retail therapy. In better days the two would visit each other’s superyachts and holiday together. But by 2007 the relationship had soured, and Berezovsky was itching to issue a writ suing his former friend for $6.5bn.