In 2002, Sangam Stadium in Seoul played host to the semi-final of the FIFA World Cup, with more than 66,000 people in attendance. Twelve years later, that same stadium sold out for the 2014 World Final of the video game League of Legends. Continue reading “Billion Dollar Game”
Everyone wants to work in the movies, right? In India, plenty of people do. Figures quoted in Deloitte’s 2016 Indywood report put India as the world’s largest film producer, churning out between 1500 and 2000 a year, and driving a $2.1bn industry – which is expected to reach $3.7bn by 2020. Continue reading “A life in film – Bollywood and beyond”
Infrastructure development has long been neglected in Indonesia – a characteristic that President Joko Widodo (Jokowi) set as a primary goal for his administration to rectify during his term. Continue reading “Jakarta Roundtable: Infrastructure, Investment and Internationalisation”
In the last few weeks, my LinkedIn feed has been full of talk of how the latest NewLaw move (EY purchasing Riverview Law) is a massive sign of the market shifting. Continue reading “Create The Hype, But Be Wary Of Believing It”
Building on the Big Four’s sustained attempts to disrupt the legal services market, PwC has extended its presence in the US through a partnership with immigration specialist Fragomen.
The agreement, announced today (24 September), will see the two entities jointly market their respective immigration services in the US. The alliance gives PwC access to Fragomen’s considerable stateside firepower, with the firm boasting 16 offices across the country. Continue reading “PwC ups the ante in legal services with new Fragomen US alliance”
Serious Fraud Office (SFO) general counsel (GC) Alun Milford (pictured), who was widely tipped as the agency’s successor to former director David Green, is joining Kingsley Napley as a partner from next year.
Milford has a storied career in public prosecution, beginning at the Crown Prosecution Service in 1992. He then joined the Attorney General’s Office in 2004, where he dealt with contempt of court and unduly lenient sentences. Later occupying a role with the Revenue and Customs Prosecutions Office, Milford subsequently became GC at the SFO in April 2012. Continue reading “Highly-rated SFO GC to join Kingsley Napley while HFW breaks US duck”
After sharing a turbulent recent history of departures, barristers chambers 4-5 Gray’s Inn Square is merging with housing and local government specialist Arden Chambers.
Arden denied the merger following questions from Legal Business earlier today (21 September), before publishing a statement a few hours later confirming the merger from 1 October. The new set will initially be known as 4-5 Gray’s Inn Square incorporating Arden Chambers. Continue reading “Embattled barristers sets Arden Chambers and 4-5 Gray’s Inn Square to merge”
US legal services provider UnitedLex has landed a $500m war chest to capitalise on a ‘multi-billion dollar opportunity’ after private equity giant CVC Capital Partners acquired a majority stake in the business.
UnitedLex has grown to more than 2,700 lawyers, engineers and consultants since it launched in 2006, providing legal services to clients across 18 countries. It says it has signed contracts worth $1.8bn in the last 18 months, including high-profile deals with DXC Technologies and GE. Continue reading “New Law leader UnitedLex targets rapid expansion after acquisition by PE heavyweight CVC”
Though I’ve always known that soul-of-a-law-firm cover features are the biggest draw for our readers, the response to our Kirkland & Ellis epic in July has been striking. Not since ‘Branded’ two years ago exposed the state of King & Wood Mallesons’ European business has a piece in these pages provoked such an intense reaction. Our team did a good job but that also reflects the hold the K&E phenomenon has taken over the industry’s imagination. Having covered the law for a good number of years, I cannot think of a firm that has attracted such strong emotions split between appalled detractors and the growing band battered into submissive admiration.
The critics loathe the outfit in part for upending some accepted notions of how global law firms are supposed to excel. But most of the distaste springs from the potency of a challenge emerging from outside the profession’s established London and New York elites. Kirkland’s success, however, isn’t just about defying norms. In some areas, Kirkland took platitudes of focus, meritocracy and leadership and turned them into realities. Sometimes brutal realities but that’s reality for you. Continue reading “Comment: For good or ill, Kirkland is now redefining high-end law”
Travers Smith has made a rare lateral play with the hire of Sebastian Reger to its pensions sector group as KFC loses highly-regarded general counsel (GC) Sarah Nelson-Smith to WeWork.
Travers announced today (20 September) that Reger will be joining the firm from pensions boutique Sackers & Partners, where he had been a partner since 2015 in the finance and investment team. Reger started his career at Magic Circle firm Freshfields Bruckhaus Deringer. Continue reading “Travers makes pension play with Sackers hire as KFC GC Nelson-Smith decamps to WeWork”
It has been a busy few weeks for Linklaters’ transactional team as the firm scooped spots on two multibillion pound deals, in the insurance and education sectors respectively.
Corporate partners James Inglis and Nick Rumsby joined Magic Circle rivals Clifford Chance (CC) and Slaughter and May as US insurance broker Marsh & McLennan agreed to acquire the entirety of UK listed rival Jardine Lloyd Thompson (JLT) for £4.9bn. Continue reading “Deal watch: Rich pickings for Links as insurance and education sectors mark busy autumn for City elite”
In its first financial results since the £43m IPO in May, Rosenblatt has recorded a slight uptick in revenue and profit as it simultaneously launched its own litigation funding arm.
For the first eight weeks of its listed life, Rosenblatt generated £3m in revenue, compared to £2.6m for a two month average in the last financial year. EBITDA edged up from £0.9m to £1m on the same metric while profit before tax was also marginally up: from £0.8m to £0.95m. Continue reading “Rosenblatt battles Brexit uncertainty in post-IPO financials as it launches litigation funder”
In recent years there have been markedly increased levels of scrutiny from regulators over the sharing of sensitive information between competitors in the process of mergers, takeovers, and other corporate transactions. As a result, M&A deal teams are increasingly turning to clean-team arrangements to ensure that a competing business purchaser can review competitively sensitive data during its due diligence, while addressing ‘gun-jumping’ rules and competition law concerns.
One recent example of the risk resulting from sharing sensitive data between competitors is the record fines imposed by the European Commission (EC) in April 2018 on Dutch cable and telecommunications group, Altice, for receiving commercially sensitive information, among other things, from the target businesses involved in the respective transactions prior to obtaining competition clearance (see box ‘EC takes tougher stance… ’).
The EU Competition Commissioner signalled increased vigilance in May last year and the US Federal Trade Commission Bureau of Competition recently issued a warning and guidance about information sharing during
pre-merger negotiations and due diligence.
A clean team is a select group of named individuals (which may include third-party advisers) who review and analyse relevant confidential data. Clean team members should not be in a position to use such information in their day-to-day commercial activities within a competitor — in particular, in competitive planning, pricing, or strategy. Members operate under strict protocols (agreed on a deal-by-deal basis) to ensure the sensitive information is not shared beyond those individuals. In the event of a deal collapsing, clean team members will usually be prohibited from being involved in competitive pricing or being deployed for a given period to a part of the business that competes with the target.
Only the most sensitive information needs to be subject to a clean team, such as future pricing and strategic and planning information. Companies should consider whether the information would normally be disclosed to a rival, or whether the information would allow competitors to align their commercial strategies, especially on pricing and future strategy and planning.
Companies often only release data to a clean team during the latter stages of a transaction, such as an exclusivity period. Releasing information at an earlier stage can raise questions about the interested party’s intentions and the effectiveness of the information protection protocols. Sensitive information of the sort released to a clean team can be used to verify assumptions, rather than form part of early-stage talks.
In the current environment, sensitivity over the sharing of sensitive commercial information is greater. The focus has been even stronger post-Altice. Authorities have become more aggressive and the risk of active scrutiny and sanctions has increased. As such, if a transaction contains a strategic element, clean teams can provide an answer.
The EC has imposed a record fine of €124.5m on Dutch cable and telecommunications group, Altice, for a series of actions taken prior to the closing of its acquisition of PT Portugal in 2015. This is the largest-ever fine imposed by the EC for pre-emptive conduct – or ‘gun-jumping’ as it is known in EU merger control parlance – and so the decision marks a more aggressive stance towards gun-jumping that deal teams should be aware of.
The EC’s decision relates to Altice’s strategic acquisition of PT Portugal that was notified to the EC under the EU Merger Regulation (EUMR) in February 2015 and ultimately cleared in April 2015 following the divestment of Altice’s overlapping Portuguese businesses, due to substantive concerns raised by the EC regarding a number of telecommunications markets in Portugal.
Two years after the EC’s clearance decision, in May 2017, the EC issued formal allegations against Altice claiming that it had breached the obligation under the EUMR not to implement the transaction prior to clearance. This led to the EC’s decision on 24 April 2018, in which it imposed a fine of €124.5m on Altice for breach of the standstill obligation.
While the full text of the decision has yet to be published, the EC’s press release announcing its decision provides an indication of the infringing conduct, namely:
Certain interim operating covenants in the purchase agreement that gave Altice the right to exercise control over PT Portugal prior to closing (eg, by granting Altice veto rights over decisions concerning PT Portugal’s ordinary business).
In certain cases, Altice actually exercised control over PT Portugal (eg, by giving instructions on how to carry out a marketing campaign and by seeking and receiving detailed commercially sensitive information about PT Portugal).The decision is a stark reminder that purchasers should generally refrain from assuming any role in the target company’s day-to-day operations prior to closing. While integration planning remains legitimate, no integration steps should be implemented prior to closing. The decision also highlights the risks surrounding the exchange of commercially sensitive information prior to closing. In the context of strategic acquisitions, this should only take place within the context of clean-team arrangements.
| DO keep selling, promoting, and developing your business, competing vigorously with the other party. | DON’T consolidate business activities and operations before closing. |
| DO check with your legal team if you have questions as to the legality of certain activities (such as joint communication or information exchange). | DON’T exchange competitively sensitive information between the buyer and the seller during the interim period, particularly if both parties compete with one another. |
| DO check with your legal team if you feel that any of the restrictions are unworkable (alternative methods are often available). | DON’T sit in on the other party’s corporate meetings, or veto or approve the other party’s strategic business decisions. |
| DO take steps to protect value of investment (which are typically not a concern), eg:‘Ordinary course of business’ clauses which allow the seller to continue running business without interference from the buyer.
‘Material adverse change’ clauses which delineate the buyer’s ability to intervene; these clauses are only a concern if the threshold is so low that the buyer’s consent amounts to running the target business |
DON’T co-ordinate sales, marketing, pricing, and the running of the interested parties’ operations. |
| DO plan for integrating the interested parties’ businesses post-closing (which is generally permissible). | DON’T implement integration plans until after closing. |
| DO negotiate insurance coverage for the target post-closing (which is typically not a concern since the information required to take out a policy is not competitively sensitive). | DON’T hire staff for the target business post-closing if the hiring process affects the standalone competitiveness or viability of the target business during the pre-closing period (eg, because it triggers other employees to leave). |
The latest financial year has not been a vintage period for those wishing the legal industry would fall into concise patterns. Glancing at the LB100, separating the winners and losers by breed is more difficult than at any time over the last 20 years.
But murky as the picture is, some broad outlines can still be discerned. The 2017/18 season was one of the best 12 months of trading since the banking crisis a decade ago reset the legal market. Continue reading “The LB100 Comment: Smoke, turmoil and a tonne of cash”
Pressure for business to ‘go green’ has been building steadily for 20 years. What started as a minority concern has steadily moved up the corporate agenda, as governments impose incentives and penalties to support green policies, while an increasingly informed consumer base votes with their wallets.
Continue reading “The colour of money”
The In-House Lawyer profiles some of the start-ups bringing a fresh perspective to the legal tech industry
Daniel van Binsbergen, Lexoo, LB282, May 2018
Daniel van Binsbergen, Lexoo
Apperio
Founded: 2012 (as Legal Tender)
Team size: 17
Investment raised: £3.4m
Leaders: Chief executive Nicholas d’Adhemar
Key clients: Dentons, Network Rail, Deliveroo, Octopus Investments
‘The technology I interfaced with as a lawyer was just woeful, I remember at the time some of the tech was ten to 15 years old, and when I go back there it’s still the same stuff,’ Apperio founder Nicholas d’Adhemar recalls. His painful memories inspired the company’s platform, which monitors information related to legal matters to give corporate legal departments real-time transparency on legal fees. ‘We often talk about running your legal department like a business within your company, and people are starting to do that. The number one way of doing that is going out there and looking
at technology.’
Avvoka
Founded: 2016
Team size: Ten
Investment raised: £500,000-plus
Leaders: Directors Eliot Benzecrit and David Howorth
Key clients: FTSE 250 companies, tier 1 investment backs, top 50 law firms
In a space full of tech jargon, one could be forgiven for being sceptical of Eliot Benzecrit’s claim that there is a ‘big difference’ between Avvoka and the legacy players. However, after spending time around his contagious enthusiasm and obvious intelligence, you realise he might be onto something. Avvoka acts as a live-negotiation and analytics tool for contracts, or ‘Google Docs for contracts’, allowing counterparties to negotiate in real-time. Benzecrit is a former lawyer who is one of many of those leaving firms to innovate: ‘You’ve got a lot of disenchanted ex-solicitors who want to do something else.’
Clocktimizer
Founded: 2014
Team size: Eight
Investment raised: €300,000
Leaders: Chief executive Pieter van der Hoeven (pictured)
Key clients: Hogan Lovells, DLA Piper, Clifford Chance, CMS Cameron McKenna Nabarro Olswang
Peter van der Hoeven, Clocktimizer, LB282, April 2018
In a space with more solutions than problems, the start-up world can be disorienting. But Clocktimizer has a refreshingly simple approach, acting as an intelligent timekeeper and time planner in law. It is run by well-regarded chief executive and co-founder Pieter van der Hoeven, another former lawyer, and uses time data to provide more transparent pricing. Clocktimizer helped Hogan Lovells analyse time cards that previously would have taken weeks in just 36 seconds. ‘If there’s a transparency between what the lawyers do and the client’s expectations, it will make for a more efficient legal market.’
F-Lex
Founded: 2016
Team size: Six full-time, three part-time
Investment raised: £120,000
Revenue: Annualised six monthly growth rate 155%
Leaders: Chief executive Mary Bonsor and chief technology officer James Moore
Key clients: Magic Circle and top 50 UK law firms and FTSE 350 companies
‘Anywhere there’s a legal team we want to be able to help,’ says F-Lex chief executive Mary Bonsor, one of the few female founders in the scene, and another ex-lawyer. With 80 clients, F-Lex is matching Bonsor’s enthusiasm – shared by early investor and former Clifford Chance managing partner Tony Williams. F-Lex acts as an online platform that matches paralegals with law firms and general counsel on a short-term basis. Bonsor describes the challenge: ‘As a lawyer you’re terrified of risk, and in a start-up, you have to fail and you have to fail quickly.’
Juro
Founded: 2016
Team size: 12
Investment raised: $2.75m
Leaders: Co-founders Richard Mabey and Pavel Kovalevich
Clients: Deliveroo, Estée Lauder, Nested
‘I know you told me leaving Freshfields was a terrible idea, to do this weird job you can’t understand and can’t tell your friends about it, but I just won an award,’ Juro co-founder Richard Mabey recently boasted to his mother. Mabey’s words reflect the great professional risk in creating a start-up. However, it might have taken quitting Freshfields for Mabey to start bridging the chasm between law firms’ professed appetite for innovation and their more cautious everyday practice. By aiding the creation and signing of contracts through an AI-enabled workflow, Juro looks to make good on its mission statement of making in-house teams more data-driven.
Legatics
Founded: 2015
Team size: <10
Revenue: 45% growth month-on-month
Leaders: Founder Anthony Seale and head of business development Daniel Porus
Key clients: Allen & Overy, Herbert Smith Freehills
‘It’s one thing to create technology that’s useful for lawyers, it’s a completely different thing for lawyers to actually use it,’ observes Legatics’ Daniel Porus. Legatics is a live deal platform, and Porus feels making it easy to use is essential to achieving the latter. Founder Anthony Seale is sympathetic to lawyers, and understands that for tech to be adopted, it has to be accessible: ‘It needs to be something a lawyer can look at and say, “This is me, this is how I work’’.’
Lexoo
Founded: 2014
Team size: 14
Investment raised: £1.5m
Revenue: £3m gross revenue annually
Leaders: Chief executive Daniel van Binsbergen (pictured, top) and chief technology officer Chris O’Sullivan
Key clients: WorldRemit, Vice, Asos, Travelodge, Babylon Health, Faction Skis, and more than 3,000 SMEs and corporates
‘A lot of lawyers, especially corporate lawyers, aren’t enjoying their work. They might like lawyering but they don’t like the way they have to do it,’ says Lexoo chief executive Daniel van Binsbergen. Lexoo works by posting legal matters and within one to two business days three quotes from experienced lawyers will be chosen, before the client can compare and choose the right lawyer. It has a database of about 750 lawyers in more than 40 countries.
Ping
Founded: 2016
Team size: 11
Leaders: Chief executive Ryan Alshak (pictured)
Key clients: Mishcon de Reya
‘I can’t even tell you the visceral reaction I would have when it came to timesheets,’ says Ping chief executive Ryan Alshak. Informed by his two and a bit years as a lawyer, Alshak spearheads Ping, a labour of love which recently saw him turn down his dream job as an in-house lawyer at the NBA basketball franchise LA Clippers. ‘This is the easiest no I’ve ever had to give,’ he told a friend. Ping is an automated timekeeping device that captures detailed time data. Ping then provides analytics and could be law’s best hope for a timesheet-free world.
Orbital Witness
Founded: 2017
Team size: Five
Investment raised: £170,000 (including grants)
Revenue: N/A – beginning first pilots
Leaders: Co-founders Edmond Boulle, Francesco Liucci and
Will Pearce.
When Orbital Witness co-founder Edmond Boulle first entered Mishcon de Reya’s MDR LAB, he identified the problem he wanted to solve: ‘The thing that struck us as was you couldn’t see anybody’s desk. Every real estate lawyer’s desk, we worked with them for ten weeks, about 50 of them, was just covered with paper.’ By providing data-driven site analysis featuring satellite imagery, Orbital Witness looks to identify legal risk in property transactions. It’s not quite Star Wars, but it could be as close as the legal profession ever gets.
In a quiet east London street off the bustling Brick Lane, a few doors from a sign tagged ‘Vegan Hair Salon’ is a co-working space. You meet Gaz, the office’s bulldog, and work among Star Wars figurines, gaming consoles and an electric drum kit.
Continue reading “The wheat from the chaff”
Clichés abound over the stereotypical contrast between stuffy lawyers and progressive tech start-up gurus. Clearly law firms – whose liberal and often misplaced use of the term ‘innovation’ often adds fuel to the fire – have plenty of work to do. At the same time, some clients are far more insistent on innovation from their external advisers than others.
Continue reading “Virtual fear and loathing”
Storyteller. Ninja. Scrum Master. Brand Champion. Evangelist. The modern commercial world has created many new genres of work, but sometimes it’s hard to know what they mean. As the London School of Economics’ headline-grabbing anthropologist David Graeber once wrote, ‘It’s as if someone were out there making up pointless jobs just for the sake of keeping us all working.’
Continue reading “Riding Schumpeter’s Gale”
To kick off the debate, Herbert Smith Freehills (HSF) M&A partner Stephen Wilkinson introduced guest speaker Tom White, head of Europe at Global Counsel – who has over a decade of experience working for the UK Government primarily on EU single market negotiations – to give an overview of where the UK is, both in its internal preparedness for Brexit and in its negotiations with the EU. To the surprise of some, he takes an optimistic view: ‘We could have been in a much worse position than we are now.’ However, he did point out that there were a number of major caveats to that optimism. The first being ‘we have an incredibly weak government in the UK that can actually be voted down on an issue any time and could lead to the Prime Minister having to resign and having a general election’.
Continue reading “Brexit: counting down”
