Legal Business

Disputes perspectives: Sir David Green QC

Looking back, I spent 25% of my time at the Serious Fraud Office reacting to a campaign against the SFO orchestrated [by] the [UK government]. In order to do that I was building alliances with politicians in the Lords and the Commons, with journalists, with academic and City lawyers, with independent NGOs and with international organisations. They were all hugely supportive, and ultimately the SFO survived.

I’m not saying that there aren’t two sides to this argument, but I fought as I did because I believed very strongly in the need for an independent SFO. The reason being that if you are investigating the kind of companies at the very top of the blue-chip list, people who can literally pick up the phone and speak to the Prime Minister, it is incredibly important in terms of public confidence that the prosecutor has visible and real independence.

Legal Business

‘Keep doing it better’: Slaughters senior partner Cooke gets another three years

Highly-respected M&A practitioner Steve Cooke (pictured) has had his term as senior partner at Slaughter and May extended until 2024.

Cooke was first elected to senior partner at the City institution in 2016 for a five-year term after a long stint spearheading the firm’s M&A practice. His current term runs until 2021, with the extension meaning Cooke will have been in the role for eight years.

‘There’s not been any big strategy changes over the first term,’ Cooke told Legal Business. ‘The partnership is very aligned around the current strategy – what would we wish to change? You just try to keep doing it better.’

He succeeded Chris Saul who also served for eight years. Cooke has been at Slaughters for 36 years and has establishing himself as one of the City’s leading transactional lawyers – a practice he will maintain throughout his tenure. He believes the past year has been a good one for the firm.

‘The year was pretty good considering the headwinds of uncertainty. The hire of David Green and our ongoing work with Luminance are standouts,’ said Cooke.

Earlier this year in March Slaughters engaged a rare lateral hire in Hong Kong, with Jing Chen joining the firm’s partnership from the Listing Division of Hong Kong Exchanges and Clearing Limited. Alongside the hire the firm made up one partner in the City, with finance lawyer Harry Bacon promoted to the firm’s partnership ranks.

Legal Business

Collaboration all the rage as Slaughters reveals first incubator cohort and Deloitte and Burges Salmon forge tech partnerships

Slaughter and May has today (29 April) announced its debut cohort of fledgling technology start-ups to enter its legal tech incubator, Collaborate.

Meanwhile, Big Four accountancy firm Deloitte has allied with software provider UiPath in Bucharest and Burges Salmon has announced a new technology-focused partnership with the University of Bristol.

For Slaughters, the cohort announcement has seen the Collaborate programme move apace since it was officially announced in February. Tabled, StructureFlow, Clarilis, JUST:Access, Logiak and LitiGate have all joined the programme following an application process which got underway in late March.

Tabled is a workflow management tool, while Litigate is an AI-driven disputes platform and Clarilis a document automation tool. StructureFlow, meanwhile, helps lawyers visualise transactions while Just:Access automatically transcribes court hearings. Logiak, finally, helps lawyers code to create systems that can spot individual points of law. Compared to other City incubators – such as Allen & Overy’s Fuse – the Collaborate cohort is comprised of less mature start-ups, with nascent companies set to benefit most from the programme.

‘We spread the net wide,’ Slaughters’ director of innovation Jane Stewart (pictured) told Legal Business. ‘We got some interest from some very established names, which we were surprised by. We didn’t deliberately exclude them – one we were very close to going for but we went for Tabled in the end.’

The start-ups now enter a 12-week programme which includes exposure to Slaughters’ blue chip client panel for product testing and feedback, while the firm will also facilitate a series of company-specific focus groups with mentors and clients alike.

Others have also made technology plays for fear of missing out, with Deloitte again looking to make good on its technology-orientated pitch, this time partnering with software company UiPath in Bucharest. The New York headquartered UiPath focuses on providing robotic process automation, and the new collaboration with Deloitte is expected to result in new products designed by the pair and focused on the legal sector.

‘Making better use of advanced technologies will be crucial as increased demands are placed on the legal function,’ commented Deloitte global leader of legal services Piet Hein Meeter. ‘Through this first-of-its-kind collaboration, Deloitte Legal and UiPath will provide automation solutions to enable organizations to maximize efficiency, reduce cost and free lawyers’ time to work more closely with the organization as a trusted business partner.’

Closer to home, Bristol-based law firm Burges Salmon has announced a partnership of its own, pairing up with the University of Bristol to undertake joint research and innovation initiatives. The aim of the partnership is to explore potential uses of AI and data science within the professional services.

Legal Business

Slaughters becomes latest to reveal underwhelming gender and ethnicity pay gap

Slaughter and May has published its first partner-level pay gap report, revealing that male partners earn on average 8.9% more than their female counterparts.

Including all employees, the figures remained flat from 2017, with the mean pay gap between men and women standing at 14.4% and the median gap steady at 38.7%.

The firm’s ethnicity pay gap shows a larger divide, standing at 9.7%. However the ethnicity gap rises to a striking 51% average when including partners, or 19.4% on a median basis.

‘The way we remunerate our employees and the size and shape of our workforce have not changed during this reporting period and therefore our gender pay gap remains broadly the same,’ Slaughter and May’s executive partner Paul Stacey (pictured) said in a statement. ‘We have also published information on our ethnicity pay gap for the first time. We see this as an important step in opening up conversations about race in the workplace and working towards businesses reflecting society at large.’

There remain questions over how firms report their pay statistics, with such disparities expected when women overwhelmingly make up the lowest quartile of firmwide employees. Last November, the Law Society called for uniformity in pay gap reporting, publishing a set of recommendations to ensure reports were truly reflective of the disparities.

At Slaughters women make up 71% of the lowest quartile of employees, with the figure dropping significantly to 36.9% in the highest quartile. Starker still is the percentage of BAME employees in each quartile, with the highest quartile at the firm 83.4% white, where the mean pay gap stands at 14.6%. It remains compulsory for law firms to reveal their annual employee gender pay gaps, however firms can choose to exclude their partner-level and ethnicity pay gaps.

Elsewhere, Freshfields Bruckhaus Deringer’s second pay gap report saw some improvement. The overall median pay gap between men and women fell from 13.3% to 6.2%, while falling from 13.9% to 5.7% on a mean basis. However, just 13.5% of the firm’s partnership identifies as BAME, signalling more to do at the Magic Circle outfit.

Linklaters reported a mean pay gap of 20.8% for 2018, and a median gap of 33.9%, both decreases on last year. The firm is 84% white within its top quartile, while across the firm the mean ethnicity gap stands at 30.3%. Magic Circle counterpart Clifford Chance had a slightly better story to tell on gender, with an almost 50/50 split at its top pay quartile between men and women. However the mean partnership gender pay gap stands at 25.9%, and rises to 30.5% on a median basis.

With the pay gap reporting so far not making for inspiring reading at the top level of law, firms will be under yet more pressure to ensure the figures improve for 2019.

Legal Business

Slaughter and May chooses Hong Kong once more for rare partner hire

Traditionally phobic to partner hires, Slaughter and May has recruited in Hong Kong again almost a year after its previous move in the jurisdiction, this time recruiting Jing Chen as partner from the Listing Division of Hong Kong Exchanges and Clearing Limited (HKEX).

Chen re-joins the firm having been a trainee solicitor at Slaughters in 2006, before spending eight years as an associate advising on M&A and capital markets following qualification.

Chen had initially been seconded to the HKEX but the move became permanent in 2017. While there, he acted on a range of initiatives, including the introduction of the new listing regimes for pre-revenue biotech companies and companies with weighted voting rights.

Peter Brien, senior partner of the Hong Kong office, commented: ‘We are really pleased to welcome Jing Chen back to the firm as a partner. He is a first-class practitioner and his time at the Listing Division will serve him well as he draws on his regulatory and market knowledge for the direct benefit of our clients in Asia’

In April of last year, the firm hired investigations and litigation lawyer Wynne Mok to its Hong Kong office from the Hong Kong Securities and Futures Commission. Mok became the third lateral in the firm’s history, having previously broke the duck four years prior with another Hong Kong appointment in John Moore. The second hire came from Herbert Smith Freehills in the City, with pensions partner Daniel Schaffer joining the firm. Chen meanwhile will take up his position in April.

Slaughters also announced one partner promotion in the City today (20 March), with finance associate Harry Bacon being made up from May, having been at the firm as a trainee since 2009.

Legal Business

Dealwatch: Freshfields joins Slaughters in fight for UK plastics plc as Apax returns to Links Paris team

It has been a busy few days for the Magic Circle, as US company Berry Global trumped an offer by Apollo to secure UK plastics group RPC for £3.34bn while Apax sold its business schools to Cinven for €800m.

Corporate head Andy Ryde and partner Paul Mudie have been leading the Slaughter and May team advising the London-listed company as its board approved last Friday (8 March) the offer from the American packaging group.

Freshfields Bruckhaus Deringer’s Piers Prichard Jones and Alison Smith acted for Berry. The New York-listed manufacturer trounced a previous £3.3bn bid by Apollo, leaving the private equity house definitively out of the game.

‘The first offer from Apollo was expressed as a final offer and there were no caveats,’ Ryde told Legal Business. ‘And if you make a final offer with no reservation on a UK public takeover you are not allowed to bid again.’

A Sullivan & Cromwell team led by Ben Perry acted as lead adviser to Apollo on the UK takeover elements of the deal when its bid was initially recommended by RPC’s board on 23 January, with Paull Weiss London-based M&A partner David Lakhdhir providing additional advice to that firm’s core client in the US.

‘It’s very interesting that Berry made their competing offer on Friday, the week before the meaningful vote in Parliament on Brexit,’ added Ryde. ‘It suggests that Berry are fairly relaxed about Brexit. It is a positive sign for the UK that they were prepared to do that.’

The possibility of further bids is not ruled out but considered very unlikely. Berry’s offer will need the backing of 75% of shareholders in a meeting to be called shortly. Closing is expected in the third quarter of the year.

Freshfields saw its French team busy too, as Paris corporate partner Alan Mason led the team advising Cinven in its €800m acquisition of private higher education group Inseec, announced on Monday (11 March).

Linklaters advised seller Apax, led by Paris corporate partner Fabrice de La Morandière.

The Silk Street firm previously advised the UK private equity house when it acquired Inseec from Career Education in December 2013 for €200m.

The group has since grown to a collection of schools in Europe, the USA and China enrolling more than 25,000 students.

Legal Business

Magic Circle leads tech foray as Slaughters unveils tech incubator and Linklaters and A&O back Nivaura in $20m funding round

Slaughter and May has announced today (27 February) its much-anticipated legal tech incubator, Slaughter and May Collaborate, with the firm primed to select about six legal tech companies for its first cohort.

Magic Circle counterparts Allen & Overy (A&O) and Linklaters, meanwhile, have both featured in fintech company Nivaura’s $20m funding round as the City elite bustle to achieve a technological advantage.

Collaborate is the first tech incubator at Slaughters with an exclusively legal focus, following the firm’s fintech effort, Fast Forward. The incubator will use a cohort model that will expose participants to clients and lawyers within the firm.

Collaborate will also feature an advisory panel of the firm’s top blue-chip clients, with GlaxoSmithKline, John Lewis Partnership, Santander, Standard Chartered and Vodafone all providing feedback on their technological needs. The programme will not include permanent office space or look to take equity in applicants.

Slaughters’ head of innovation Jane Stewart (pictured) told Legal Business: ‘We spoke to a lot of tech companies who had participated in existing incubators to get an idea of what they wanted out of it, we really wanted to find out what was practically useful. One surprising thing that came out of that was companies don’t consider office space something of high importance.’

Part of the offering from Slaughters will include two mentors assigned to each Collaborate member, one coming from the innovation team and another a practicing lawyer relevant to the company’s business. Applications are open until 27 March, with the firm hoping to get the programme underway in April.

Collaborate is mostly aimed at early and mid-stage ventures rather than established businesses, but applications are open to all stages of maturity.

Steward added: ‘Already we have had a very established company express interest.’

Elsewhere, Linklaters and A&O both featured in a funding round for leading fintech prospect Nivaura, a longstanding participant in A&O’s Fuse tech incubator. The funding round raised $20m for the start-up, and was led by the London Stock Exchange Group.

For Linklaters, the investment marks a first for the firm, having never before taken equity in a technology start-up. A&O, meanwhile, has a longer relationship with Nivaura, with the firm investing approximately £100,000 in the company prior to Nivaura entering A&O’s tech incubator Fuse. The latest funding round has seen the firm increase its equity in the company, but the stake remains a small percentage of Nivaura’s overall shareholding.

‘They have a unique proposition,’ A&O debt capital markets partner Philip Smith told Legal Business. ‘They have granulised the various steps involved in a capital markets transaction, from the inception to the finalisation. There are other companies we are working with and we have considerable interest in investing with the model we have developed alongside Nivaura.’

Founded three years ago, Nivaura focuses on the deployment of digital investment banking platforms for banks. Compared to the fledging legal tech scene, fintech remains a more mature and sophisticated market, with Nivaura now set to rapidly expand its leadership, business development and technical teams to focus on large-scale projects throughout 2019.

‘The investment gives us an opportunity to help Nivaura,’ Linklaters capital markets partner Richard Levy told Legal Business. ‘It also gives us the opportunity to be at the centre of innovation. We look at start-ups in different ways and would consider future investments as part of a wider collaboration with a company.’

The funding round also saw US law firm Orrick, Santander InnoVentures and Transamerica Ventures invest, and is the latest influx of capital into the space after Slaughters stepped up earlier this month to help AI company Luminance secure a further $10m of funding, giving the company a valuation of $100m.

Legal Business

Deal watch: Big cheeses land £975m Dairy Crest deal as Slaughters acts on £1.3bn Provident hostile takeover

The UK buyout market had an uncharacteristically frenetic week with City M&A counsel taking the lead on a £1.3bn unsolicited bid for doorstep lender Provident Financial and the £975m recommended offer for UK cheese and spreads stalwart Dairy Crest Group on the same day.

The hostile bid for sub-prime lender Provident was launched at 7am this morning (22 February) by Non-Standard Finance (NSF), with Slaughter and May corporate head Andy Ryde and fellow partner Paul Mudie leading the charge.

NSF was set up in 2015 by former Provident chairman John van Kuffeler, who had previously enlisted Slaughters while at Provident and carried on the relationship at NSF, including on its IPO.

In a rare case of a hostile takeover not leaking beforehand, the target company called up to enlist Clifford Chance on Friday morning when the bid went public. Corporate partners Lee Coney and Mark Poulton are leading the team advising Provident, with the latter having previously advised the client on its strategic review and £331m rights issue.

Shareholders who collectively own more than 50% of the company, including Woodford Investment Management, Invesco and Marathon Asset Management, are understood to be in favour of the offer, given disgruntlement with chief executive Malcolm Le May following a series of profit warnings.

The bid turned hostile after Provident last year rebuffed an approach from NSF. Given heavy regulation of subprime lenders, mainstream banks are unlikely to put in a rival offer for Provident, although the company could be a private equity play.

NSF is planning to demerge its home credit business, Loans at Home, to satisfy the competition authority.

Also benefiting from a long-standing relationship was Eversheds Sutherland  partner Aleen Gulvanessian, who led a team advising Dairy Crest on its £975m sale to Canadian dairy company Saputo.

Dairy Crest is the manufacturer of products including Cathedral City cheddar, Country Life butter – a favourite of former Sex Pistols frontman John Lydon – and Clover spread.

Freshfields Bruckhaus Deringer, led by energy and natural resources head Laurie McFadden and corporate partner Stephen Hewes, advised the buyer. An Ashurst team led by partner Karen Davies advised Lazard as buy-side financial adviser.

The Canadian counterpart is using the acquisition, its first foray into Europe, as a foundation for growth in the UK.

Eversheds Sutherland has advised longstanding client Dairy Crest on a string of deals, including its €430m sale of French cheese spread company St Hubert to Montagu Private equity in 2012, the £80m sale of its dairies business to Müller in 2015 and a recent £70m fundraising.

Gulvanessian told Legal Business that the quality of the buyer was an important consideration in the sale process. ‘It is an excellent brand and business. The directors were keen to ensure that not only was the offer good for shareholders but also for all other stakeholders – the farmers, other suppliers, customers and of course employees.’

Elsewhere, Travers Smith leveraged its long-standing relationship with Ancala Partners to advise its joint venture – Leep Utilities – on the acquisition of SSE Water Limited from SSE plc.

Leep Utilities is a joint-venture of Ancala, the mid-market infrastructure investment manager, and the real estate and infrastructure investor the Peel Group. Long-time relationship partner Spencer Summerfield advised the buyer.

SSE Water is the largest new appointments and variations (NAV) company operating in the UK water sector, owning water networks that supply around 20,000 customers across 28 sites in southern England and Wales.

Legal Business

Deal watch: Healthy pickings for Travers and DLA on Unilever’s £150m graze buyout as firms navigate Interserve rescue saga

Travers Smith and DLA Piper have sated their appetites on The Carlyle Group’s £150m disposal of graze while a raft of advisers sat tight as a further twist in the Interserve saga unfolded.

Unilever last Tuesday (5 February) sealed the deal to acquire ubiquitous healthy snack brand graze, having fended of competition from rival bidders Pepsi and Kellogg in an auction launched in the latter part of last year by Harris Williams.

The buyer, which also owns Marmite, mustard maker Colman’s and Wall’s ice-cream, was reputed to have paid exactly half the £300m asking price for the snack company.

Private equity house Carlyle, which sold graze via its Carlyle European Technology Partners fund, turned to longstanding relationship firm Travers and a team led by partners Ian Shawyer (pictured) and George Weavil. While not an obvious asset to be owned by a tech fund, Shawyer notes that graze, having started life in 2008 as a direct to consumer snack box delivery service, has a tech-based flavour in that it is based on data strategy and uses tech to mine customer preferences of its products.

The company has evolved to stocking the shelves of more than 30,000 UK retailers as well as US shops including Target, Walgreens and 7-Eleven.

Carlyle last year started sounding out the market for a successor fund – Carlyle European Technology Partners IV – with a view to raising €1.3bn to invest in companies with significant growth potential.

While Latham & Watkins is the firm most associated with Carlyle Group for international work, Travers has carved a niche advising the group on European deals.

Bob Bishop, DLA’s global co-chair of corporate, led the team advising Unilever, while Phil Hails-Smith, corporate and commercial partner at Joelson, advised graze’s management.

Meanwhile, the rescue of beleaguered UK construction plc Interserve has encountered a snag. Coinciding last Wednesday (6 February) with Interserve’s agreement in principle of a deleveraging plan that could save it from a Carillion-style collapse, hedge fund investor Coltrane Master Fund sought to leverage its 17% stake to requisition a general meeting that could see most of its directors ousted.

The latest example of shareholder activists making their presence felt on this side of the Atlantic, Coltrane has called for Interserve’s entire board, apart from chief executive Debbie White, to stand down and that David Frauman and Stuart Ross be appointed as directors.

The rescue mission has kept firms including Ashurst, Slaughter and May, Allen & Overy and Akin Gump Strauss Hauer & Feld busy for several months. If approved by shareholders, it would involve £480m of new shares issued to lenders in a debt for equity deal aimed at reducing debt from £600m to £275m.

Advising Interserve are an Ashurst corporate team led by Tom Mercer and a Slaughters team led by restructuring partner Ian Johnson. A&O is advising the lenders with a team led by Trevor Borthwick, while Akin Gump, led by Barry Russell, is advising the noteholders.

Freshfields Bruckhaus Deringer restructuring partner Adam Gallagher is advising the pension trustees of Interserve.

While there are clear parallels with fellow UK construction company Carillion, which fell into liquidation in January 2018, advisers are quick to note that the underlying business of Interserve does not suffer from such severe liquidity shortfalls and has not been subject to the same mismanagement.

‘A similar rescue plan was being considered for Carillion but didn’t work because that business was in far worse shape. This is what it looks like if it is possible to save the company’, said one partner of the Interserve restructuring.

Howard Kennedy and Browne Jacobson also last week won mandates acting on HMV’s rescue buyout by Canadian record company Sunrise Records & Entertainment Limited.

The move follows the music retailer’s demise into administration at the end of last year when Addleshaw Goddard partners Fraser Ritson and Alison Goldthorp were drafted in to advise the administrator KPMG.

The transaction will see Sunrise Records acquire 100 HMV stores across the UK while 27 stores were not included in the deal and have now shut down.

Howard Kennedy is advising KPMG, with a team led by corporate partner Jonathan Polin while Browne Jacobson corporate finance partner Roger Birchall is advising Sunrise Records.

High street cake purveyor Patisserie Valerie last month called in KPMG after it was unable to shake off significant fraud plaguing the business, with Gateley advising the administrator.

Legal Business

Luminance valuation hits $100m as Slaughters stumps up in $10m investment round

UK legal tech leader and Slaughter and May ally Luminance has received further backing from existing investors, propelling the start-up to a $100m valuation.

The AI company boosted its war chest by $10m following further backing from existing investors Talis Capital, Mike Lynch-backed technology investor Invoke Capital and City bluebloods Slaughters.

‘We’ll be spending on people and more people,’ Luminance chief executive Emily Foges (pictured) told Legal Business. ‘When we first landed we acted in one very specific domain – working on due diligence for law firms – but now we act on four different domains and we need people out there selling the product and explaining how it works.’

The initial backing from high-profile billionaire Lynch, who also co-found tech giant Autonomy, as well as early support from Slaughters saw Luminance rise to prominence through a wave of client wins. Currently the company counts more than 120 customers in 39 countries, including 15 of the Global 100 and three of the Big Four accountancy firms. Lynch was recently charged with fraud in the US over the multi-billion pound sale of Autonomy.

Luminance will hope the new funding round will see the company achieve greater penetration at the top end of UK law. Currently, only Slaughters and Eversheds Sutherland have publicly announced their use of the AI company, with firms across Asia and Europe being more frequent adopters.

The latest backing for Luminance also continues a battle among the leading legal tech providers to secure clients at the premium end of UK legal. Contract analysis counterpart Kira has achieved meaningful traction with the City elite and landed $50m in funding last year, bolstering the value of the company to approximately $200m.

‘There is a lot of noise, as there always is,’ Foges said. ‘When we first came onto the scene there were a lot of niche players doing very bespoke work and law firms invested a lot into that, but now they’re coming back to us. Don’t underestimate the impact this can have on the legal profession.’

For more on Luminance and the legal tech battle for the City elite, read here.