Elite US firms played a key role as French broadcaster Canal+ made its debut on the London Stock Exchange, becoming one of the first companies to list under the FCA’s new rules.
On 16 December, Canal+ officially listed on the LSE with a reported market value of around £2.5bn, with support from cross-border teams at leading US law firms.
Cleary Gottlieb advised Canal+ with a team including Legal 500leading individual for premium M&A deals Nick Rumsby and capital markets partner Chrishan Raja, both in London, alongside M&A partner Marie-Laurence Tibi and capital markets partner John Brinitzer in Paris.
White & Case advised Barclays and BNP Paribas as joint sponsors and lead financial advisers on the listing. Legal 500 equity capital markets Hall of Famer Jonathan Parry in London led the team alongside Paris capital markets group head and France equity capital markets Hall of Famer Thomas Le Vert, with capital markets partner Max Turner and M&A partner Alexandre Ippolito also advising from Paris.
Earlier this month, French mass-media holding company Vivendi Group announced that it had approved the spinoff of several business lines, including Canal+. The plan, first proposed in October, received overwhelming shareholder approval on 9 December, with 97.6% voting in favour.
Vivendi chairman Yannick Bolloré said in a statement: ‘We are delighted with the very high adoption rate of our spin-off project. This undisputable result confirms the strong support of our shareholders for this transformative transaction.’
The UK listing comes after the Financial Conduct Authority (FCA) rolled out its listing rules reforms in the summer, in a move that aimed to reinvigorate the UK’s ailing capital markets.
While many capital markets partners expressed to Legal Business their support for these changes, some warned that the relaxed regulations could raise risks for investors. The true impact will depend on how the market adapts over time. The Canal+ IPO, however, may provide a much-needed boost to the London Stock Exchange.
In celebration of Black History Month, Cleary partner Naomi Tarawali shared her perspectives on her legal career during a recent conversation with Legal Business.
Did you always want to become a lawyer?
No, absolutely not. It was a little bit of an accidental path of discovery for me. When I was deciding on what I wanted to study at university, I couldn’t really decide on the subjects out of the A-Levels I was studying, so I started thinking about other things. I looked into law and, I thought, ‘Oh, this sounds interesting’. So unfortunately, I’m not one of those people who always knew I wanted to do this, but I do like it now.
Tell us a bit about your journey from trainee to partner.
When people ask me why I moved to Cleary, it was just curiosity on my part. I really enjoyed the disputes work but wanted to see if I could do a broader range of work, with different people and at a different firm. Cleary was a really great move for me, both professionally and personally. When you train at a firm and stay, there are so many benefits but there’s also some growth that can come if you choose to move at some point.
How can the legal profession be more inclusive and diverse, and what steps can be taken to increase the representation of black lawyers?
It’s a big question. I always start these answers by saying it’s important to recognise that lots has been done, but we’re not done. I have increasingly come to the view that there’s not a one-size-fits-all answer – it depends on the firm, people, and environment. There just aren’t that many senior black lawyers. But the senior black lawyers that do exist, I’m always really impressed by the way they pull juniors up. They don’t do the typical thing of pulling up the ladder and it’s always been inspirational to see. But it doesn’t work if we leave it up to that group of people to improve things.
There are two things that could be done. Firstly, think about how you improve diversity in recruitment. In your recruitment processes, there’s lots of tools out there and there’s not really an excuse for not being thoughtful about it. Secondly, if you get diverse lawyers in, you need to think about how you’re able to motivate them, retain them and make them feel like it’s an environment for them to stay and thrive in.
Have you encountered any specific obstacles or biases in your legal career related to your race, and how have you overcome them?
The short answer is ‘yes’, but the interesting thing about this question is not always knowing. There may have been a decision made, or you may have had certain opportunities or not. It’s really challenging to be questioned about why that might have been, and some people will never have to face that question. The difficulty is thinking: ‘Was this about my race? Or because of something else, like my age or because I’m female?’
I don’t think there’s an easy way to overcome that. Two things have really helped me. Firstly, having supportive mentors and seniors, who have really invested in me and spent time encouraging me. Secondly, a showing a little bit of grit and trying harder to stay here and hopefully make a space that’s easier for someone else who has similar issues to come into. It’s not a simple fix but that’s what I do in my small world in the grand scheme of things.
What advice do you have for aspiring black lawyers who want to enter the profession?
Do it. I know that’s overly simplistic, but if you look and don’t necessarily see yourself represented at various levels of the profession, then I would say try not to let that put you off. It looks a lot different today than when I started. I’m hopeful that in another 10 to 12 years, it’s going to look a lot different again than it does today. And part of that is because there are people who have been able to say, ‘I really deserve and want to be in this space’. You may not see people who look like you, but you will be able to find people who will stand beside you and understand aspects of you. You might need 10, or even 15 people to invest in your journey but you will find people to encourage you along the way. So, I would say if you’re keen on the field, do it and try not to be put off by the current state of affairs. It’s evolving, and you can be part of that evolution. This might sound a bit overly positive, and I don’t mean to downplay what are really very serious issues. But part of the solution is encouraging people to come and encouraging people to stay.
Cleary Gottlieb has brought in Travers Smith’s respected head of private equity Ian Shawyer (pictured) to strengthen its City practice, as the firm continues its recently redoubled strategy of strengthening its corporate bench.
A Travers stalwart, Shawyer has spent almost all of his 25-year career at the firm, save for a brief stint at Weil Gotshal in 2005. His expertise spans a range of deals including leveraged buyouts, consortium deals, bolt-on acquisitions and carve-outs, while his client list includes Bridgepoint Development Capital and The Carlyle Group.
While Cleary’s reputation in the City has historically been one of cautious growth, Shawyer is the second corporate heavyweight to join the City office in recent months. In November, the firm caused a stir when it hired M&A guru Nick Rumsby from Linklaters.
Speaking to Legal Business, Cleary partner Tihir Sarkar pointed to Shawyer’s excellent market standing as a driver: ‘We are really glad to get Ian, and he is a really important part of our strategy in the PE market. Ian’s PE through and through. He’s been a part of the PE community for two decades. He is also a super guy, we are a very collegial/collaborative firm and place a lot of emphasis on fit in our process and it became apparent very early on that Ian did too. We are very collegiate, and in that way we are similar to Travers. Ian fits in really well in that regard. There are also some great client synergies as well as the potential to develop more.’
Shawyer’s arrival came amid a banner week for Cleary’s City office. The firm also bolstered its restructuring practice, as Solomon Noh and Alastair Goldrein are set to join from Dechert. Noh focuses on the representation of private capital funds and bondholder groups in distressed debt situations around the world, while Goldrein brings more than a decade of experience of creditors, sponsors, insolvent companies and insolvency practitioners on international restructurings, insolvency and corporate rescues.
Despite the flurry of new recruits, Cleary remains wedded to its long-term strategy of sustainable growth. ‘We are still committed to organic promotion within the firm; we promoted Naomi Tarawali and Chrishan Raja at the start of January. Ian and Nick were long term searches that coincidentally came together in a short time period, as were Solomon and Alastair. We still have great candidates internally that we will look to develop, and the new arrivals can help with that,’ Sarkar added.
For Travers, Shawyer’s departure is a further blow to its well-regarded PE group after leading light Paul Dolman, commonly thought to be a Travers lifer, left for Latham & Watkins in January 2021.
Cleary has turned to Linklaters M&A partner Nick Rumsby to boost its corporate offering in the City, in what will be seen as an impressive coup for the Wall Street firm’s usually cautious London strategy.
In addition to his 16 years as a partner, Rumsby also brings invaluable experience acting for the regulator, having served as a secretary at The Takeover Panel for two years, a position held by only five partners in the last decade.
Cleary M&A partner Tihir Sarkar told Legal Business: ‘Nick held a very senior position on The Takeover Panel for a couple of years and has had a great diet of public takeover work since he went back to Linklaters twelve years ago to make the most of that panel experience. We are really pleased to land him because, if you look at his deal CV, it’s literally a ‘who’s who’ of deals. He has also been leading one of Linklaters’ four corporate groups, a group of 12 partners and 40 people, for the last six years.
‘We’ve been looking for about two years for the right candidate. We want to ensure a good cultural fit. We are known for high-end M&A, and there is only a narrow band of people we can slot into that franchise that have the right kind of stellar reputation. We really think we have landed on the best candidate with Nick. He’s a really good person as well. We’ve got to know him quite well as our recruiting process is very thorough.’
Rumsby’s arrival will be seen as a major fillip for Cleary as it continues to develop its public M&A offering in the City. On the subject, Sarkar added: ‘We’ve been involved in a lot of public deals of late. We were involved in Allied Universal’s bid for G4S. We were also deeply involved in the Signature Aviation deal and the very recent Open Text bid for Micro Focus. It’s always been a focus for us, and Nick really bolsters our standing in that community. That’s important for the private equity strategy as well.
‘If you look at the bidders of UK targets over the last few years, a lot of them have been private equity. The current economic situation means there are businesses on the FTSE which are primed for takeover as their valuation has gone down, although the underlying businesses are quite good global businesses not overly exposed to the headwinds specific to the UK.’
Cleary Gottlieb has made up nine new partners in its latest round of promotions, two of which are in London, while Bryan Cave Leighton Paisner (BCLP) has included five UK lawyers in its latest cohort.
The promotion of Chrishan Raja and Naomi Tarawali to partner in Cleary’s London office is indicative of firm’s steady approach. Raja, a capital markets lawyer, has experience representing Barclays, Citigroup, J.P. Morgan and UBS, while the disputes-focused Tarawali specialises in representing financial institutions, funds and sovereigns. The 2022 round matches last year’s efforts in the City, which saw Henry Mostyn and Gareth Kristensen welcomed into the equity, though in total, the latest class falls short of the 11 partners made up across the firm in 2021.
Speaking to Legal Business, Cleary M&A partner Tihir Sarkar (pictured) said: ‘In the UK we’re 23 partners so we’ve increased by 10%, which is significant. For us to do two is slightly unusual. It’s a reflection of practice groups where we’ve identified the right candidates. The UK-focused disputes practice started from scratch about 10 years ago, and Naomi is our second home-bred associate-to-partner candidate [James Brady-Banzet was made partner in 2019]. That shows the growth and continued importance of the disputes practice. On the capital markets side, we haven’t made up somebody for quite some time. Historically, it’s been a very important practice for Cleary Gottlieb, so we’ve bolstered our English law capabilities with Chrishan.’
Globally, the firm promoted a further three partners in New York, as well as two in Paris and one each in Hong Kong and Frankfurt.
On Europe, Sarkar added: ‘Europe is a big part of our DNA. We opened in Paris soon after we opened in New York, so we’ve been in continental Europe for a long time. If you look at the standard of our lawyers and matters in Paris, Brussels and Rome, we feel we have got one of the strongest European franchises. We need to continue to keep replenishing those areas.’
Meanwhile, BCLP has announced 21 new partners. The new cohort, which is spread across 13 offices, will take up their new positions on 1 January 2023.
Seven of the class are based in the UK, including five in the capital. Corporate and M&A lawyer Tom Bacon, real estate specialist James Banks, commercial litigator Benjamin Blacklock, construction-focused Kimberly Roberts, and tax lawyer Andy West have all made the grade this year. They are joined by a further two new partners in the Southampton office: Eleanor Penton, who focuses on real estate finance; and Emma Sadler, who advises on non-contentious real estate issues.
Though sizeable by the firm’s standards, this year’s class did not surpass the cohort of 2021, where the firm unveiled 25 new additions to the equity in November last year, the largest promotion round in its history.
I grew up in the Midlands in the ̒80s. It was hard hit by the recession. My dad lost his job as an engineer, working for Smiths Industries, which supplied the car industry. It was the deindustrialisation of large parts of the UK. My father was a businessman and entrepreneurial. He became self-employed, started his own printing business, but it was certainly not stable.
I became a lawyer because I wanted a regular job. There were no lawyers in our family. It wasn’t a profession that was accessible or easy to understand from my background. Growing up in the ethnic community in Birmingham, second generation, the only other options on the table were being a doctor, a dentist or a pharmacist and I definitely didn’t want to be any of those!
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After much back-and-forth between the judges in a keenly contested category, we are now delighted to reveal the winner of International Arbitration Team of the Year for the 2020 Legal Business Awards.
The winner of this award demonstrated pre-eminent advice in a single matter, be that acting for private corporates, investors, state-owned enterprises or states themselves in international commercial arbitration or investment treaty arbitration.
Sponsored by
Winner – Cleary Gottlieb Steen & Hamilton
It is not often you secure one of the largest commercial arbitration awards ever made, but that is exactly what Cleary Gottlieb Steen & Hamilton achieved in 2019, making the firm the standout contender for this year’s category.
Headed by disputes partner Jonathan Kelly, along with litigation and investigations partner James Brady, Cleary successfully concluded a four-and-a-half-year battle for Brazilian mining group Vale concerning allegations of fraud and bribery against its mining partner in Guinea, BSG Resources (BSGR). The matter was resolved with a remarkable $2bn victory for Vale after related legal proceedings took place in the US, UK and Switzerland.
‘Cleary fought like tigers on Vale’s behalf to prove BSGR’s fraud,’ said Thiago Mucury Cardoso, legal counsel at Vale. ‘Vale’s good name and reputation was completely vindicated’.
Vale accused BSGR of engaging in bribery to obtain mining licences in Guinea, a share of which it then fraudulently sold to Vale. With Cleary leading the claim, The London Court of International Arbitration (LCIA) ruled in favour of Vale, despite numerous efforts from BSGR to stymie proceedings.
Added Cardoso: ‘Cleary displayed a remarkable can-do ability to find solutions to every obstacle or problem that our opponents raised. Every time we turned to Cleary, it delivered for us.’
Such were the problems faced, Cleary drafted lawyers from its London, New York and Paris offices to pursue the claim. It then thoroughly investigated BSGR’s complex offshore corporate structure, traced its cash flows, persuaded material Guinean witnesses to testify in London, and extracted incriminating evidence from BSGR itself. All this work culminated in a devastating and forensic record presented to the LCIA.
The compelling case made by Cleary saw a final award of $1.25bn in damages and $775m in pre-award interest, post-award interest, costs, and legal fees. Concluded Cardoso: ‘These results were achieved by Cleary’s technical excellence and understanding, its absolute and unswerving commitment to Vale’s cause, and its refusal to take a step back when confronted with BSGR’s numerous attempts to derail the arbitration process.’
Skadden is the Highly Commended firm in this category after obtaining the largest-ever investment treaty award against Spain on behalf of two Dutch subsidiaries of renewable energy company NextEra.
The team, led by Skadden’s leading duo of David Herlihy and Karyl Nairn, successfully argued Spain’s abolition of the feed-in-tariffs and premiums applicable to NextEra’s solar plants breached the Energy Charter Treaty and entitled NextEra to damages of €290.6m plus interest and an award of more than $5m for attorneys’ fees and arbitration costs. According to the International Centre for Settlement of Investment Disputes, the legal angle taken by Skadden was pivotal to its unanimous finding of liability.
Not only is the award the largest of many claims rendered against Spain in relation to the country’s abolition of a long-term premium and tariff system for concentrated solar power, it is thought to be the largest reward ever won in the renewable energy sector globally.
Other nominations
Addleshaw Goddard
Successfully representing the estate of a deceased Thai investor in an investment treaty claim against the Malaysian government relating to an oceanfront property that had been fraudulently taken from her in 1988.
Crowell & Moring
Enforcing the rule of law in Broadsheet v Government of Pakistan, where the tribunal found that the Pakistan government and its anti-corruption agency had wrongfully repudiated an asset recovery agreement with Broadsheet, confirming that the company was entitled to damages.
Gibson, Dunn & Crutcher
Successfully representing Crescent Petroleum and Dana Gas in an LCIA dispute with Hungary’s MOL Group over the settlement of another dispute that their joint venture company, Pearl, had with the Kurdistan Regional Government relating to its gas exploitation rights in the country.
Quinn Emanuel Urquhart & Sullivan
Helping Ukraine’s second-largest commercial bank, JSC Oschadbank, obtain a landmark $1.3bn award in its investment treaty claim against the Russian Federation relating to the expropriation of the bank’s business and assets in Crimea.
Amid a relative dearth of substantial European buyouts recently, the proposed €6.2bn acquisition by France’s Alstom of the rail business of Canadian counterpart Bombardier will come as a boon for the international offices of Cleary Gottlieb Steen & Hamilton and Norton Rose Fulbright.
Alstom said on Monday (17 February) it had signed an agreement with Bombardier and its shareholder the Canadian pension fund Caisse de dépôt et placement du Québec (CDPQ) to acquire 100% of the shares in Bombardier Transportation for between €5.8bn and €6.2bn.
As part of the deal, CDPQ will convert its current €2bn investment in Bombardier Transportation into shares in Alstom and will also invest another €700m in the French rail company, making it Alstom’s largest shareholder with 18%.
The extensive Cleary team advising Alstom was led by M&A partner Pierre-Yves Chabert with London partner Nallini Puri advised on UK corporate matters. Richard Sultman advised on tax from London.
Norton Rose advised Bombardier while Jones Day advised on the antitrust and competition aspects of the deal. Jones Day partner and co-head of antitrust and competition Bernard Amory led from the US. Fried, Frank, Harris, Shriver & Jacobson LLP advised Bombardier’s financial advisor Citigroup.
Last year Alstom attempted a merger with German company Siemens with plans to create a European rail champion. The merger failed following a block from EU antitrust regulators. Bombardier has been disposing of several parts of its business recently and last year sold its regional jet business to Japanese engineering company Mitsubishi Heavy Industries.
Meanwhile, Travers Smith advised TA Associates on the proposed sale of Merian Global Investors Limited to UK fund management group Jupiter Fund Management for £390m, paid through the issue of new Jupiter shares to Merian shareholders. The deal will create a combined portfolio of £65bn assets under management.
Merian provides investment expertise across major asset classes in fixed income, global emerging market equities, alternatives and global asset allocation. Jupiter Fund Management mainly manages investment trusts and private client portfolios as well as mutual funds, segregated mandates and investment trusts with investments worth £44.1bn for individuals and institutions across the UK and internationally. Jupiter’s fund covers equities, fixed income, multi-asset, multi-manager and alternatives asset classes.
The Travers team was led by head of private equity and financial sponsors and co-head of corporate Paul Dolman. Partner Tim Lewis provided financial regulatory advice, partner Simon Skinner advised on tax, Partner Philip Cheveley advised on equity capital markets and Partner Mahesh Varia advised on incentives and remuneration.
A Macfarlanes team led by M&A partner Luke Powell also advised Merian. Jupiter Fund was advised by Fenchurch Advisory Partners.
Speaking to Legal Business Dolman said that the deal brought together two market-leading asset managers and required a sizable Travers team, covering regulatory, public company, employment benefits and private equity specialisms.
‘We are seeing more and more trade buyers. Jupiter is a trade buyer, but quite unusual because it’s listed. The synergies that a trade buyer can bring gives them an advantage compared to a financial sponsor. It is consistent with what we are seeing in the market,’ said Dolman.
Finally, Travers also advised its long-term client Silverfleet Capital Partners on the acquisition of Danish-based credit management service provider Collectia.
The Travers team was led by private equity and financial sponsors partner Will Yates and worked alongside Danish firm Bruun & Hjejle on the cross-border transaction. Collectia was advised by Macfarlanes with a team led by partner Kirstie Hutchinson.
