The struggle to remain up to date with new developments, to identify and stop the spread of harmful information and protect against increasingly sophisticated cyber-attacks can feel daunting and unrelenting. For in-house legal teams, though, a range of tools and strategies are available to help regain and retain control. Continue reading “Reputation management in the digital age”
‘Law firms are stupid. They were stupid last time round. People forget but, after Lehman Brothers collapsed, salaries still went up. Almost automatically they still increased salaries.’ So commented Scott Gibson, director at legal recruitment consultancy Edwards Gibson, as he reflected on the recent round of NQ salary increases at the Magic Circle.
While the market may be cooling, the NQ pay war marches on with both Allen & Overy and Linklaters recently raising their NQ offerings. A&O, which last June froze NQ pay at £107,500, citing a ‘more challenging business environment’, said: ‘We have increased our NQ salaries to £125,000 p.a. in line with the market.’ Linklaters has also raised its NQ salary, from £107,500 to £125,00. Continue reading “‘After Lehman collapsed, salaries still went up’: Magic Circle NQ pay rises as market cools”
The energy sector was the focus again for a number of London firms amid a busy round of hires last week, as were the Middle East and Africa regions.
International dispute resolution partner and chartered arbitrator Philip Norman has left Clyde & Co for CMS, where he will join the firm’s infrastructure, construction and energy (ICE) disputes team. He will work from the London office, and will maintain his focus on the Middle East and Africa. Continue reading “Revolving Doors: Africa and Middle East focus for international firms as energy dominates agenda again “
Amid a continued dearth of big-ticket deals, Sika’s €5.3bn acquisition of Master Builder Construction Chemicals (MBCC) Group has been the standout in recent weeks, landing lead mandates for Baker McKenzie and Weil.
The deal saw Swiss construction chemicals group Sika acquire MBCC from private equity firm Lone Star Funds, which acquired it in 2019 after BASF disposed of that part of its business. Continue reading “Dealwatch: Bakers and Weil cement €5.3bn MBCC deal as advisers see renewed energy in M&A”
‘Very much business as usual,’ Samantha Palmer replied when asked about Ince & Co’s future following its acquisition by Axiom. Palmer, a finance and projects partner at Pinsent Masons, is the appointed solicitor manager for Ince’s administration and is overseeing all regulatory aspects of the acquisition.
The sale was completed on 28 April, just over two weeks after the Ince Group, the listed parent company of Ince, was placed into administration following a tumultuous year. Continue reading “Steadying the ship: what’s next for Ince?”
Leading the high-profile moves this week, Dentons has expanded its finance practice in London with the hire of partner John Inglis from a depleted Shearman & Sterling.
He brings with him more than 30 years’ experience in energy and infrastructure project development and finance across multiple jurisdictions. He was previously a partner at Shearman, where he spent over a decade and received recognition in the Legal 500’s Hall of Fame. Inglis has also served as a partner at Ashurst and Norton Rose Fulbright. Continue reading “Revolving Doors: energy hires dominate as Global London firms bolster ranks in London and Asia”
Kathleen Russ has taken the decision to step down as senior partner of Travers Smith, following a leave of absence for ‘exceptional family reasons’.
Russ (pictured) will return to her role as senior partner in a part time capacity, sharing responsibilities with Siân Keall, who has been acting senior partner since January. Russ will stand down as a partner and senior partner on 30th June, after which she will remain as a consultant at Travers, focusing on areas of strategic importance such as ESG, D&I and client listening. Continue reading “Russ to step down as Travers Smith senior partner”
Pallas Partners is coordinating proceedings in the Swiss courts on behalf of around 800 Credit Suisse AT1 bondholders who held securities valued at $1.7bn. The bondholders have filed claims against Swiss regulator the Financial Market Supervisory Authority (FINMA), alleging that FINMA’s decision to write down the value of the bonds to zero as part of UBS’s acquisition of Credit Suisse should be considered invalid and the value of the bonds reinstated.
Pallas explained in a statement that the first claim was filed on 18 April on behalf of two groups of bondholders: one comprised of ‘over 90 global institutional investors and asset managers’, with holdings valued at $1.35bn, and another of ‘more than 700 retail and family office clients’, with holdings valued at over $300m. Continue reading “Pallas Partners files suits against Swiss regulator over Credit Suisse bond write-down”
In March, Virtual Vaults attended the Corporate and M&A Summit 2023. If we learnt something from this event, it is that dealmaking in today’s volatile market brings a bunch of challenges. Virtual Vaults delivers a Virtual dealmaking platform, from due diligence preparation, to Data Room, and closing archive. We are about the here and the now in dealmaking.
As Jeroen Kruithof emphasised during the Summit, Virtual Vaults strives to lead the market rather than being the market leader. Everyone is familiar with the necessity of a VDR, but developing the right features is key for an efficient Due Diligence process. VV has always focussed on developing the best process solutions. This in combination with our intuitive User Interface, has resulted in an excellent client experience thus becoming the market leader in the Benelux. Continue reading “Sponsored briefing: Brought to you by Virtual Vaults”
Dentons’ James Vernon reflects on how difficult economic conditions are impacting the M&A market
Geopolitical and economic volatility continues to impact the global M&A market, driving uncertainty around asset valuations. In brokering deals against this backdrop, there is an increased emphasis on the need for parties to navigate valuation gaps. In response to this, we are seeing the use of contingent consideration structures, as well as elements of non-cash consideration, feature more prevalently in M&A transactions. Continue reading “Sponsored briefing: M&A in troubled waters? Bridging the value gap”
It’s surprising how much conversations around social media have shifted over the last three years. There used to be a tacit understanding that LinkedIn was for professional posts only, deal announcements, partner moves, conferences, market commentary and the like, while Facebook (and Twitter, if you really must) was for everything else. Hilarious memes and posts about your children/pet/culinary experiment/exercise humblebrag had no place on a professional networking platform.
That all changed dramatically with the onset of Covid and nothing to do but use social media as the main means of communicating with the outside world. One contact, who is rather more Gen X than Millennial, bemoaned an internal memo instructing people to show more of a human side in the curation of their Zoom backgrounds and on LinkedIn. Wasn’t this a bit awkward? Do I really want my clients knowing (horror of horrors) the ins and outs of my domestic life? It was a particularly British quandary, a cultural aversion to oversharing; the online equivalent of maintaining a professional stiff upper lip. Continue reading “Oversharing? Navigating social media can be fraught but there is much to admire”
‘In the event of a recession, the lawyers will be fine. They always are. Unless you work at Ince.’
Reflecting now on this remark made by a senior contact last August, it is clear that the writing has been on the wall for Ince for quite some time and that its parent company, Ince Group, going into administration was probably the only realistic outcome of this sorry saga. Continue reading “Cautionary tales: The downfall of Ince – a lesson in how not to run your law firm”
For many, the collapse into administration of the Ince Group, the listed parent company of storied shipping firm Ince, was inevitable. A procession of public mishaps and falling revenue, combined with a string of high-profile partner departures, had left the future of the firm hanging in the balance for several months.
In April, following a drawn-out audit process for the financial year ended 31 March 2022, The Ince Group cited in a statement to the London Stock Exchange ‘increasing pressure on the cash flows of the business’, due to the length of the auditing process, as the push factor for entering administration. The audit is incomplete. Continue reading “‘A black hole is not formed overnight’: Ince Group administration marks the demise of a storied shipping firm”
‘We already have a strong European offering and our current expansion plans are centred on partner-level and team hires that support us in providing our clients with the best possible industry and subject matter experts.’ Tamara Box, Reed Smith
To mark the launch of our 2023 Global London analysis, we ask senior figures at leading US firms for a progress report
As the fall of Credit Suisse mobilises swathes of advisers, Legal Business asks whether the collapse will yield an influx of work for the litigation community
In March, the collapse of US-based Silicon Valley Bank (SVB) was among the biggest tremors in the banking world since 2008. However, there are weeks in which the events of decades happen, as has been the case since SVB’s demise. Continue reading “Particularly egregious? Market reacts over Credit Suisse buyout as bondholder litigation looms large”
Terra Potter (whose middle name is Cotta – LB has seen the proof) proudly proclaims on LinkedIn that she originally hails from a cornfield outside Chicago and, while many lawyers claim to have had an unconventional path into a legal career, hers has been more so than most. Growing up in Rochelle, Illinois, she started working in kitchens, first as a dishwasher at the age of 14, before working her way up the cooking ladder, and so set her sights on a culinary career. A move to Hyde Park, New York and The Culinary Institute of America at the age of 17 had the unexpected consequence of a passion for the law.
‘The penultimate class was restaurant law, which is actually just like contract law’, Potter recalls. ‘It was so cool and the world made sense through it. That sparked the joy for law in me.’ Continue reading “The Client Profile: Terra Potter, Hexcel Corporation”
David Burgess, publishing director of The Legal 500, asks David Stark, chief legal officer at Teva Pharmaceuticals, and Trevor Faure (pictured), chief executive of Smarter Law Solutions, for their views. Warning – this may make for uncomfortable reading
In 2020, Teva Pharmaceuticals conducted a law firm selection process unprecedented in scale and sophistication within the profession (see ‘On notice: Teva’s entire $330m legal spend could go to one law firm’, The Legal 500, Summer 2019). Despite deploying ground-breaking quality vs cost correlation analysis, selection also involved the traditional panel interview meetings when two dozen of the world’s top law firms met Teva’s legal management team to pitch their propositions, with surprising and salutary results. The cutting-edge, data-driven selection methodology Teva used is well-founded (see ‘Harvard Law The Practice – Smarter Relationships in Legal Services’, November/December 2019) so instead, here are a dozen entirely unscientific but equally compelling approaches for winning business at the face-to-face selection stage. These findings are not the result of rigorous research, merely the bemused observations about what actually took place in these decisive meetings, ie, this stuff really happens. Continue reading “A wholly subjective (but nonetheless definitive) guide to law firms from a $300m client on how to make a successful pitch*”
Greece remains buoyant, despite the global pressures affecting jurisdictions worldwide. Major transnational corporations and huge global players are beginning to adjust their investment strategies and are viewing Greece as a major opportunity for inbound investment. Panagiotis Drakopoulos, managing partner of Drakopoulos Law, remarks: ‘It has been somewhat surprising that a lot of foreign investors (particularly non-EU) see Greece as a gateway not only to just the region, but to Europe itself.’
The country is strategically located geographically, economically, and politically, and is highly attractive to growing numbers of investors that view Greece as a potential hub for their operations. Drakopoulos attributes the shift in part to political factors, noting that ‘the current political climate is very friendly to foreign investment; Greece is in a growth mode.’ Elected in 2019, the Mitsotakis government is self-proclaimed to be avowedly pro-investment and has passed key investment legislation. Continue reading “Greece focus: Lap of the gods”
Alburquerque discusses the creation of new M&A structures in the Dominican Republic
Upon overcoming the 2020 pandemic period, the Dominican Republic has experienced a significant increased activity in the creation of new M&A structures. These operations have been mainly motivated in growth seeking, as means of the businesses to diversify their activities; or in the search of resources, to speed up the post-covid recovery; and lastly to look for new ways of investment by shareholders seeking to change or expand their strategies.
In the Dominican Republic, the processes for mergers and acquisitions are mainly regulated by the Commercial Societies Law No. 479-08 of 11 December 2008, modified by Law 31-11 of 9 February 2011. Law 479-08 establishes the possibility to transfer the patrimony of one or more company into a pre-existing company or within the creation of a new special purpose vehicle.
Other than defining the process, there are no specific provisions regulating, prohibiting, or restricting mergers and acquisitions in the Dominican Republic. Nevertheless, it is relevant to consider specific sectors and industries where special laws establish a previous authorisation or communication to be provided before the regulated authority, and define, either directly or indirectly, the management process thereto. Among them, we find the following regulations:
Regardless of the industry or sector, in every M&A transaction, it is also recommended to consider Law 42-08 of Competition, which contemplates the basis of every transaction that must be executed within the terms of fair competition. This law, however, does not prevent companies from entering a process of reorganisation or acquisition.
On the other hand, it is mandatory to move forward under the magnifying glass of the recently approved and in force Law No. 155-17 against money laundering and financing of terrorism, which prohibits cash payment for probably every transaction that include the transfer of goods, and also demands the stakeholders involved in an M&A process, lawyers included, the proper execution of a due diligence.
As a result of this dynamism of transactions, the Dominican tax administration has recently provided General Norm No. 1 of 4 January 2022, related to reorganisation of companies. This legislative piece comes to complement the Dominican tax code, the Law of Companies and the decree No. 408-10 related to business reorganisation. In particular, the object of this law seeks to establish the conditions for the application of fiscal neutrality at the procedures of reorganisation of commercial societies, including the request of approval before the tax administration, the taxes to be exempted, the transfer of assets, and the criteria to be fulfilled to be considered a neutral operation, as well as the post-operation effects.
Of such relevance have become the M&A transactions in the country, that the norm also considers for the first time the establishment of special particularities to accept transnational business reorganisations considering the fiscal neutrality, in the case of assets and liabilities if the foreign company has a legally created permanent establishment in the country. Nevertheless, the transactions or reorganisation processes between companies, national or foreign, related to change of ownership, shall not be considered as neutral operations.
The performance of an adequate due diligence process is always recommended, before executing any transaction related to any merger or acquisition process. In our firm’s experience, some of the most relevant areas of analysis via a process of due diligence should include:
For these activities, it is necessary to count on local expert advisors, from legal to tax to special matters consultant in some cases, to secure a successful transaction and long-term tranquility on a post-operation business.
Despite the current panorama does not reveal major deals M&A transactions in the last couple of years, there has been a great dynamism in the country concerning M&A projects for medium-sized and big multinational companies, including mostly the execution of transactions to absorb or acquire shares and assets from locally established companies, and to expand activities in the country and the region.
The direct foreign investment during the last period of April 2021-September 2022 reflects a sustained increase in areas of energy tourism, industrial, mining, real estate and free zones according to our central bank statistics department. This dynamic reflects the implementation of M&A strategies and structures to make the investment a reality. As witnesses and part of transactions of this nature, we assure there is certainty and legal security for this type of operations to continue.
Jose Manuel Alburquerque Prieto
Managing Partner
Gina A. Hernandez Volquez
Corporate Business Partner
Lawyers from Suciu Popa (SPA) provide an overview of the energy M&A market in Romania
Romania’s energy sectors have experienced significant growth and transformation in recent years, driven by a combination of technological advancements, policy changes, and geopolitical factors.
This dynamic landscape has given rise to numerous M&A transactions, with both domestic and international players eager to participate in the country’s burgeoning energy market. As a leading Romanian law firm, Suciu Popa has been at the forefront of these developments, providing expert legal advice and assistance in a part of such high-profile deals.
According to the most recent public data, the total value of M&A transactions in Romania in 2022 reached a record high of €5.5bn, despite a slowdown in activity during the latter part of the year. The energy, oil and gas, and renewables sectors were among the most active, accounting for a substantial portion of the market value.
In the oil and gas sector, the most significant deal was the acquisition of ExxonMobil’s 50% stake in the Neptun Deep offshore gas project by SNGN ROMGAZ SA. This deal, worth approximately $1bn, is expected to significantly increase Romania’s domestic gas production and reduce its reliance on gas imports. Suciu Popa provided legal assistance to SNGN ROMGAZ SA in this transaction, advising on various aspects of the deal, including regulatory and environmental issues.
In the renewables sector, one of the most significant deals was the acquisition of by Rezolv Energy of a 1,000 MW solar park in Arad from Monsson Group. The project is planned to be the largest of this kind in Europe. It is emphasised that construction works will begin by June 2023, and the photovoltaic park will start producing in 2025 when it is planned to cover the energy needs of some 1 million people.
In addition to these primary deals, several other noteworthy M&A transactions occurred in Romania’s energy sector in 2022. These include Mass Global Energy’s acquisition of the Mintia thermal power plant and acquisitions made by Enel Green Power and Premier Energy in the renewables sector. Furthermore, Enel, a major player in Romania’s energy sector, recently agreed to sell its Romanian operations to PPC. The agreement entails the sale of Enel Group’s equity stakes in Romania to PPC for a total consideration of around €1,260m.
These deals demonstrate the increasing interest of investors in Romania’s energy sector, which is expected to grow significantly in the coming years.
The Romanian legislator introduced several significant legislative and policy changes in the energy and renewables sectors during 2022-2023, including:
Several geopolitical trends have influenced the M&A sector in Romania in 2022 and are expected to continue shaping the landscape in 2023. These include:
These geopolitical trends will continue to shape the M&A sector in Romania in 2023, presenting opportunities for businesses and investors across various industries, particularly in the energy, technology, and manufacturing sectors.
It is challenging to forecast how the macroeconomic trends will unfold in 2023 however, we envisage that the importance of implementing an energy transition shall persist as a crucial agenda item for investors and management teams not just in the immediate future, but for a considerable duration thereafter. As a result, we anticipate that there shall be a notable deployment of capital towards M&A activity and other capital projects focused on Romania’s energy, renewables, and critical minerals sectors. Thus, it is an opportune time for interested parties to consider investment opportunities in these areas.
At Suciu Popa, we have significant experience advising clients on M&A transactions in a variety of sectors with a focus on energy sector. Our team of lawyers has a deep understanding of the legal and regulatory framework governing the sector and can provide clients with the advice and support they need to navigate complex transactions. We have advised on several high-profile deals in the sector, including some of the ones highlighted above, and are well-positioned to help clients take advantage of the opportunities presented by Romania’s rapidly evolving energy landscape.
Miruna Suciu
Managing partner
E: [email protected]
Luminita Popa
Managing partner
E: [email protected]
Cleopatra Leahu
Partner
E: [email protected]
DAN Ciobanu
Partner
E: [email protected]
