Great bright hopes – searching out the City rainmakers of 2020

Who will be the next generation of corporate heavyweights that top City firms will rely on to drive their businesses in the decade ahead? Legal Business canvassed a wide group of deal veterans to identify the ones to watch.

It is often said that the best of the City’s M&A partners were battled-hardened and defined by the early 1990s recession. That formative experience is often argued to have helped refine the skills and ethos of the select band of M&A heavyweights that dominated the City legal market through the last 15 years.

By this yardstick, the crop of younger corporate partners in their mid and late 30s should be shaping up very well for London’s top law firms. Clifford Chance (CC) London head of corporate Simon Tinkler says: ‘There is a generation that has grown up having to fight for every scrap of work, whereas a few years back one perhaps didn’t have to do as much work to chase it. Also, the newer generation have a real wealth of experience.

‘If you were made up during the financial crisis when everything was erupting, you’ve worked through difficult times. It’s not like the days when there were many more partners made up a year. You’ve got to be good, maybe even more so now than in the past.’

But, while there is no doubt that younger corporate partners will be hugely important to City firms, it is less clear which individuals will ultimately emerge from the shadows of Mark Rawlinson, James Palmer and Stephen Cooke.

As such, Legal Business sought to identify the practitioners who will define corporate law during the 2020s, focusing on corporate partners made up between 2008 and 2013.

In total, more than 30 interviews were conducted with senior corporate practitioners to find out who they see as destined for great things. Multiple sources were contacted for each of the eight firms covered, including veteran partners, peers and former partners.

Those listed have had credible independent references from those in a position to know. The result is a list of junior partners in the City’s leading law firms that have the potential, characteristics and skills to be the next Will Lawes or Nigel Boardman.

Freshfields Bruckhaus Deringer

Canvassing dozens of corporate partners for this article, a clear consensus emerged that Freshfields Bruckhaus Deringer currently has one of the strongest corporate benches in the Square Mile, perhaps the strongest. Even allowing for its top-tier pedigree in M&A, Freshfields is widely viewed to be in a confident mood after a strong showing in corporate work over the last 18 months.

Arguably Freshfields’ most cited younger partner is Piers Prichard Jones, who wins widespread plaudits internally and from peers. Promoted in 2009, Prichard Jones has worked on headline transactions, including Xstrata’s union with Glencore and BAE Systems’ ill-fated merger bid with EADS last year. Freshfields corporate and global client partner Bruce Embley describes Prichard Jones as the ‘Will Lawes of the future’, while London corporate practice group head Julian Long points to an ‘outstanding reputation with clients’.

Also making partnership in 2009 was Jennifer Bethlehem, highlighted as a talented partner who has strong links with Goldman Sachs. Bethlehem spent a year on secondment to the Financial Services Authority working on the Listing Review, which included drafting the listing, disclosure and transparency rules. Her highlight deals include acting on the initial public offerings (IPOs) of Aer Lingus and Air Berlin, and M&A and capital raising transactions for the latter. Other key clients include Rolls-Royce and Novartis.

Head of the European high-yield team at Weil, Gotshal & Manges and former high-yield partner at Freshfields, Gil Strauss, says: ‘[Bethlehem] is a rising star. She is well liked by her associates, partners and clients and is a real leader both in terms of client and team management.’

Another very strongly tipped operator is Adrian Maguire, who made partner in 2008 after secondments to Brussels and Hong Kong. He advised Advent on its disposal of Domestic & General to CVC worth £750m and Cinven on its disposal of Avio’s aviation business to GE worth €3.3bn. Long describes Maguire as having an ‘exceptionally busy and successful period with numerous deals in the private equity market’.

Mark Austin was highly recommended by Embley. ‘A superb equity capital markets (ECM) lawyer. Already the banks say he is one of the top ECM lawyers in the City. Normally ECM banks only start picking lawyers with around eight years under the belt but already they are saying they want him on their team,’ says Embley.

Other younger partners to watch include Tim Wilmot, Samuel Newhouse and Oliver Lazenby.

Slaughter and May

Despite a lean market for domestically focused work, Slaughter and May is viewed as having maintained a more than respectable run of premium mandates over the last 12 months, capped by its eye-catching instruction last month for Vodafone on the $130bn disposal of its 45% stake in US telecoms business Verizon Communications.

Corporate veteran Jeff Twentyman says: ‘This year has been a good one for us – lots of private equity disposals and IPOs, which we will see more of in these next couple of months. Over the last two years, more deals are being announced, which shows more people are reaching an agreement on price. My optimism for this year is six out of ten compared to three out of ten last year.’

As befitting the City’s most celebrated corporate practice, there is no shortage of recommendations for maturing deal lawyers among Slaughters’ ranks, despite the fact the firm has, even by its standards, been highly selective in promoting new corporate partners over the last five years.

Richard Smith is one of the most noted younger partners. Smith, who was made partner in 2010, has a secondment at Goldman Sachs and a number of substantive public floats under his belt.

He advised Countrywide on its flotation on the London Stock Exchange in 2013 and Aviva on the disposal of RAC to The Carlyle Group. Slaughters’ corporate partner Nilufer von Bismarck comments: ‘[Smith] has boosted our ECM practice and is able to turn his hand to all types of work in typical Slaughter and May fashion.’

Von Bismarck also cites Rebecca Cousin, who made partner in 2008, as a creative and sharp deal lawyer, with substantive work behind her, including advising Thomas Cook Group on its £1.6bn refinancing plan.

Paul Dickson, who has just two years’ partnership experience, has had plenty of chances to shine after working on Slaughters’ much admired team for HM Treasury on the recapitalisation of the UK banking industry and new share issues.

Finally Adam Eastell, who also made partner in 2011, is cited as a versatile operator. Highlight deals include representing Telefónica UK on the sale of its consumer fixed line telephone and consumer broadband business to British Sky Broadcasting and advising British Airways on its merger with Iberia.

Linklaters

Despite the upheaval that affected Linklaters’ celebrated corporate team with its 2011-12 restructuring, peers concede that its practice remains largely undiminished. As such, the firm boasts truly elite teams in ECM and public M&A, matched by its extensive international network and the expected credibility in highly regulated sectors. The latter point reflects the increasing demand for the modern deal professional to marry significant sector insight with the traditional demand for tactical and execution skills.

Accepting its strong reputation, some peers question if a team of this size has quite the expected range of younger talent, reflecting a claim that the firm’s critics have made that it evolved too much under former head of corporate David Cheyne into a system in which younger partners were associated with star veterans.

Nevertheless, the firm has a number of cited partners, including David Avery-Gee, who has quickly established himself as one of Linklaters’ most high-profile lawyers under 40 after working on a string of deals in the mining and commodity sector. Working alongside partner Charlie Jacobs, Avery-Gee acted on major deals like Glencore’s IPO in London and Hong Kong and the $9bn EVRAZ tender offer. He has since advised Glencore on a number of acquisitions, including Viterra, Mutanda/Kansuki, Kazzinc and the merger with Xstrata.

Jacobs comments: ‘The same way David Cheyne worked with me and brought me through, I work with my star young partner David Avery-Gee.’

Matthew Bland is another noted operator. Early in his career as an assistant, he undertook a two-and-a-half-year stint at the firm’s Tokyo office, and followed that up with a secondment at Goldman Sachs a year later. He was promoted to partnership in 2008 and is a long-time adviser to Lloyds Banking Group. He recently advised the group on its international disposal programme, including the sale of its Uruguayan retail, commercial and corporate banking operations to Banque Heritage and the sale of its onshore Dubai business and retail business in Spain to Banco Sabadell. One hard-to-impress corporate heavyweight at a leading rival firm comments: ‘Matt Bland is really good. A really clever lawyer. Gives good advice.’

Also cited is Dan Schuster-Woldan. He works principally for clients in the financial services sector, with a focus on insurance companies. Key clients include AXA, RSA, Goldman Sachs and Julius Baer in the financial services sector, and RTL Group in the media sector.

Some of the most high-profile corporate transactions Schuster-Woldan has worked on include Julius Baer’s acquisition of the non-US global wealth and investment management business of Bank of America Merrill Lynch; AXA’s acquisition of HSBC’s general insurance business in Asia and Mexico; the Direct Line Group IPO in London; HSBC’s rights issue, and Royal Bank of Scotland’s (RBS’s) consortium bid for ABN AMRO and recapitalisations by HM Treasury.

Clifford Chance

CC’s corporate practice has been through something of a rollercoaster ride over the last five years. First suffering particularly in the wake of the banking crisis, the team was acknowledged to have had a materially improved run through 2012 after securing a superb wave of big ticket mandates.

Debate continues in the City as to whether the firm has the range of partners to sustain a position at the very peak of corporate practice, which some attribute to a lack of focus on strategically building relationships.

Such niggles aside, the firm is banking on a new generation of partners to develop its practice and CC regional corporate head Guy Norman argues that the firm is well represented in the under-40s demographic. ‘Our junior partners do play serious and substantive roles. They are outstanding lawyers in their own right and have significant client relationships. They do not simply remain at their desks playing quasi-associate roles.’

Among that talent is Robert Crothers, one of the team’s more established names, having made partner in 2008. Crothers has since cultivated his relationships with FTSE 100-listed mining group Antofagasta. He also co-led the team advising Citigroup on the disposal of its interests in the EMI Group to Universal Music for £1.2bn, and the sale of EMI’s music publishing business to an investor group, which included Sony Corporation of America and Mubadala Development Company, for $2.2bn.

‘He is an exceptionally good lawyer looking after large corporates with very good relationships at the senior level. He has a lot of boardroom credibility for one so young,’ says London head of corporate Simon Tinkler.

Another cited figure is Amy Mahon, who like Crothers made partner in 2008. ‘If you look at people coming through in that bracket, her industry experience gives her an unusual angle. She was made up in private equity at a time when it was tough to be made up as a partner. That’s a sign of how resilient and strong she is,’ adds Tinkler.

Mahon’s experience includes leading the cross-practice team advising Situs on the acquisition of Deutsche Bank’s commercial mortgage loan servicing business.

Joining the firm in 2010, Melissa Fogarty has already gained attention despite only being promoted to partner in 2012. When she was an associate, she worked alongside Crothers on the EMI Group deal. She also advised on Santander’s disposal of its shareholding in Thames Water to China Investment Corporation.

Nicholas Hughes, who acts for corporates, private equity houses and infrastructure investors, is also touted internally despite only recently being made up to partner. Career highlights include advising Actis on a $290m joint venture with Mainstream Renewable Power to establish Chile’s largest wind and solar energy platform, and working for International Power on its $20bn combination with the international energy assets of GDF SUEZ.

Allen & Overy

Historically the least M&A-centric of the Magic Circle, Allen & Overy (A&O) is still regarded by peers as having some distance to go to break into the top rank of corporate advisers. But with around a third of the firm’s revenues coming from corporate and established senior practitioners including Andrew Ballheimer, Richard Browne, Jeremy Parr and Richard Evans, A&O is viewed as having made solid progress in recent years.

In developing the transactional practice, Browne says the firm wants to strengthen its antitrust offering in London, an ambition that led to the recruitment of Alasdair Balfour as a partner from Fried, Frank, Harris, Shriver & Jacobson in May this year. The ultimate aim is to double its partner count in competition from its current four-strong line-up.

In terms of up and coming deal advisers, Gordon Milne is cited as a standout performer, having made partner in 2009. Despite A&O’s historic low profile in private equity, Milne has acted for a wide range of buyout houses, including Apax Partners, Exponent Private Equity and OMERS Private Equity.

‘The problem with big private equity lawyers is they do get quite arrogant and Milne is not. He is there doing the work and not just putting his name to it,’ says a City corporate partner. ‘Some people want to swan around and give high-level strategic advice, and not really get their hands dirty and deep into the documents, but at the end of the day we are lawyers – that is what we do and you have to get it right.’ Milne was likewise cited as a strong performer by Ashurst’s global head of corporate Stephen Lloyd, having worked across the table from Milne on the £935m sale of Vue Entertainment.

Also recommended is equity capital market specialist James Roe, who made partner in 2010. Roe recently spent three years in Moscow, where he headed A&O’s Russian capital markets team.

Browne comments: ‘The growth in ECM in the UK will be from emerging market issuers coming to market in London. Roe is equipped for a future platform – he is able to guide clients through the process. His experience in Moscow really gives him an edge.’

Among the younger partners to be singled out internally and by peers is Dominic Morris for rapidly carving out an established reputation for advising energy bluechips. Promoted in 2009, he acted for Royal Dutch Shell on the $1bn disposal of its downstream business in 14 African countries and on its €4.4bn disposal of its interest in polyolefins division Basell to Access Industries.

Another name to watch is Simon Toms. He served as interim general counsel (GC) at News International (now News UK) from August 2011 to April 2012 and also completed a secondment at Barclays in 2005 as part of the bank’s corporate legal team.

Herbert Smith Freehills

It is fair to say that Herbert Smith Freehills’ (HSF’s) corporate practice – arguably the most upwardly mobile City deal team of the 1990s – has had an unsettled phase over the last three years, as the firm wrestled with strategic issues and the union last year between Herbert Smith and Australian leader Freehills.

However, the team remains one of the best training grounds for technically polished corporate lawyers and gains a number of recommendations from peers.

The most generally cited is Mark Bardell who has rapidly established his practice since making partner in 2009, in part through a regular stream of work for Lazard. His credentials were further bolstered via a two-year secondment as secretary to the Takeover Panel, which he completed in 2011.

He has worked on a series of impressive deals and most recently acted for Onexim Holdings on the $3.62bn disposal of its 37.78% stake in Polyus Gold. Other noteworthy deals he has worked on include representing EDF on its £12.5bn takeover of British Energy Group and advising Tata Steel on its successful £6.2bn acquisition of Corus.

Another touted practitioner is Gillian Fairfield, who made partner in 2008. One HSF corporate partner says: ‘She’s not fully established yet but is clearly going to be a superstar. She has real personality and character in a good way. She advised Lonmin on its $477m rights issue and the chairman phones her all the time. A very good lawyer.’

Fairfield leads the consumer products sector group and regularly acts for British American Tobacco as well as Pearson and QinetiQ, and investment banks such as Morgan Stanley, Rothschild and Credit Suisse. Two highlight deals she has worked on include representing BAA on its £15.6bn takeover offer from Ferrovial and advising Arriva on Deutsche Bahn’s recommended £1.6bn takeover offer.

Of the younger vintage, Mike Flockhart is being cited as a name to watch. Having made partner this year, he has acted for clients including Cazenove, Lonmin and BP.

Ashurst

Aside from its bridgehead in private equity, for some Ashurst’s corporate practice remains awkwardly positioned between a quality upper mid-market player and a fully-fledged force in big-ticket corporate instructions.

Simon Beddow, European managing partner of corporate, says the firm still has to work against some perceptions with institutional clients, but argues it has built a strong position. ‘There has not been a huge amount of takeover activity in the last few years, but between the fourth quarter of 2011 and the third quarter of 2013, there have been 22 material takeover transactions at over £250m and we have acted on six of those, which is more than most Magic Circle firms.’

A challenge for the firm is to bring consistency to its international practice, an aim the firm is hoping its looming Australian merger will help with.

Whatever the challenges globally, rivals acknowledge that the firm has a strong line-up of younger partners in the City, with Tom Mercer being widely cited internally and externally as an outstanding performer.

Having just returned to the firm after a secondment with the Takeover Panel, Mercer is already reckoned to have built up a formidable range of contacts and credible links with banking clients despite only making partner in 2011.

One former Ashurst partner says: ‘He will be a star of the future for them. Understated, but bloody good.’ One CC veteran who has seen Mercer’s work comments: ‘He’s very well placed in the market with his experience. He’s hard-working and very sensible.’

Beddow adds: ‘There are only a number of firms which the takeover panel requests to second partners for two-year periods. You are chosen for that role because of your reputation in the market. And once you’re back, your experience is second to none because you have seen almost every takeover in the market.’

Ashurst global head of corporate Stephen Lloyd says Mercer is ‘good with investment banks and has very good contacts in this scene, and that’s where most of the public takeover instructions come from’.

The other standout name in terms of breadth of recommendations is Jonathan Parry, who was highlighted repeatedly by peers and rivals. He is a three-year partner in the corporate department in London and specialises in ECM work. In 2004, he spent 18 months on secondment to the UK Listing Authority and has done notable work with Canadian pension funds as well as advising William Hill on its £375m rights issue.

Lloyd comments: ‘For the first couple of years, Parry was a little in Nick Holmes’ shadow – the leading guy in ECM. However, Parry has quietly built a really strong practice. There are a small number of banks in the ECM field – Morgan Stanley, Bank of America and Goldman Sachs – and these guys rate him as one of the key up and coming lawyers in what is a very small market – there are only four firms that these banks will really use.’

Another name to note is recently promoted corporate partner and private equity team member Karan Dinamani. Lloyd says Dinamani is ‘amazing and a complete star of the future’.

He adds: ‘I just went on a trip with him to the US to see some clients and they absolutely love him. He is very entrepreneurial – he will wake up every morning and think: how am I going to get some clients in? He was bringing in clients when he was an associate.’

According to Duncan Stiles – former corporate partner at Ashurst, and current partner and head of corporate finance at Stephenson Harwood – a lot of hope rests on Dinamani to become one of Ashurst’s private equity practice leaders following the departure of David Arnold and Gavin Gordon to US firm Kirkland & Ellis three years ago.

Another to watch is Nick Cheshire, who was made up in 2008. He has worked on a number of big disposals for Lloyds Banking Group and has managed to build up a good reputation with key GCs in that sector. He has also handled a number of transactions for RBS and worked for Commerzbank and Santander.

CC’s Steven Fox says he is low-key, but very able. ‘He’s a little old school for this modern way of brash marketing and having to promote yourself, but he is very effective.’

Another noted practitioner is Karen Davies who advises both corporate clients and investment banks on domestic and cross-border corporate finance transactions. Davies, who made partner in 2012, left CC three years ago for Berwin Leighton Paisner and switched to Ashurst within three months. ‘This is someone who has clearly got good sense, and having got good sense, acts on it. And these are two important qualities for clients,’ says Beddow.

Davies has already introduced major listed company Xchanging from her previous firm CC and now acts for the client. ‘She has a personality such that engenders confidence and loyalty in people. So despite her relative youth, a client of that standing felt she was somebody they trusted and wanted, and rather unusually they moved to follow her,’ he adds.

Hogan Lovells

Hogan Lovells’ efforts to upgrade its corporate finance practice in London have been well documented and most peers argue that the firm does not have the range of seasoned M&A partners seen at major London peers. However, a number of younger partners at the firm are cited as names to watch. One such lawyer is Ben Higson, who was promoted in 2009. His focus is cross-border transactions in the international energy, natural resources and infrastructure sectors. Some of his major deals include representing Citi Infrastructure Investors on its $1.5bn acquisition of 75% of DP World’s Australian port terminals business and advising Arcus Infrastructure Partners on its acquisition of the €2.2bn Babcock & Brown European infrastructure fund.

Maegen Morrison is another partner who has established herself since making partner in 2008, having taken on the role of London head of equity capital markets.

Her experience involves acting for the Icelandic government on the restructuring of the Icelandic banking system and advising SABMiller – with whom she has established a strong relationship – on the combination of its US business Miller Brewing Company with Molson Coors Brewing Company.

Three-year partner Guy Potel is another cited name to watch. London head of corporate Andrew Pearson comments: ‘Clients love him, he has great style. He’s a decisive person and they like someone who is prepared to express a view. It’s not like he’s finding his way, he’s very comfortable giving advice to boards and very strategic.’

Potel acted for Henderson and put together a substantial real estate fund with Teachers, the US equity fund. ‘That’s a client [Henderson] we’ve known for many years, but actually only recently made headway in terms of major M&A,’ adds Pearson. ‘It’s down to Guy, as he’s been able to develop that relationship. That’s a real feather in his cap.’

Another cited practitioner is Tom Brassington, who has established links with major bluechip clients like Johnson & Johnson and Merck. For Johnson & Johnson, Brassington has advised on the acquisition of Spectrum Vision – a Russian and CIS contact lens distributor, over-the-counter brands of JB Chemicals & Pharmaceuticals and Finsbury Orthopaedics. He was promoted to partnership in 2008.

Star quality

The above corporate partners are coming into their own at an interesting moment in their careers and for the profession. Having had to establish themselves in one of the most turbulent and depressed deal markets for decades, they have had plenty of chance to hone their business development skills in an environment in which individual drive is needed to excel.

They are emerging at a time when what it means to be a corporate partner at a top City firm has been changed by the emergence of sophisticated client relationship programmes and globalisation of law over the last two decades. Such developments make it even more challenging for bright deal lawyers to prise away relationships from rivals on the basis of personality and one good job across the table.

Successful corporate lawyers these days have to combine not only a broad range of legal and execution skills, but also a will to strategically build business over the long term, a task which demands as much stamina as it does charm. But charm still matters.

As CC’s Norman puts it: ‘A lot of clients are saying to law firms: you can all do transactions from a purely technical perspective, but we also focus on the softer side of relationships, especially if we will be spending six months doing a deal with someone. Chemistry is very important and how you interact on a personal level with the team.’

Our group of rising stars is maturing at an interesting time in another regard as well. The older generation of M&A veterans that have dominated the market for 15 years have either recently retired, moved into management or only have a few years left to run as full-time deal professionals.

Challenging as the post-Lehman world has been for M&A lawyers, there is no doubt that corporate remains a crucially important practice group for top City firms – the core business area on which everything else is built. Many of the individuals we highlight in this piece are likely to be driving forces in their firms for the next 15 to 20 years.

We’ll be seeing a lot more of the names above. LB

Additional reporting by David Stevenson and Sarah Downey