Legal Business

Davis Polk and Cleary act on big four Booz takeover as PwC re-shuffles legal leadership

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Corporate Cleary Gottlieb Steen & HamiltonDavis Polk & WardwellPwC Legal
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Major accountancy and advisory groups are always nice clients for law firms to have so Davis Polk & Wardwell, Cleary Gottlieb Steen & Hamilton and Linklaters have some cause for cheer after having been instructed on one of the biggest deals in the professional services sphere for years.

The deal sees big four accountancy and advisory group PricewaterhouseCoopers (PwC) seal an acquisition of New York-based Booz & Company, one of the proudest names in strategic consulting.

The deal will go to a vote of Booz’s 300 partners in December, bringing in a business with 3,000 staff and revenues of around $1bn. PwC, which currently generates revenues of $32bn, has been moving in recent years to expand its business in the lucrative strategic consultancy area.

Booz, which was founded in 1914, was a pioneer in the managing consulting business. The tie-up of two of the oldest names in professional services is likely to attract scrutiny from regulators, with audit watchdogs currently putting pressure on groups like PwC to avoid conflicts of interest.

Davis Polk was instructed as lead counsel for PwC, with the Wall Street leader fielding a team under global co-head of M&A David Caplan and corporate partner Oliver Smith. Other senior lawyers on the team included executive compensation partner Edmond Fitzgerald, tax partner Rachel Kleinberg and antitrust specialist Ronan Harty.

Caplan had previously advised PwC on its 2011 acquisition of management consulting firm PRTM for an undisclosed sum, as well as its buyout of Diamond Management & Technology Consultants for $378m in 2010.

Linklaters was also instructed on the deal, fielding a UK law team out of London led by corporate partners Richard Godden and Sarah Wiggins. Linklaters is a regular adviser to PwC in Europe, including acting for PwC on its lucrative role as the administrator in the European bankruptcy of Lehman Brothers.

Cleary Gottlieb is advising Booz with lawyers on the PwC deal including New York-based M&A partners Christopher Austin and Benet O’Reilly, employment partner Arthur Kohn, tax partner Sheldon Alster and antitrust specialist Brian Byrne in Washington DC.

Meanwhile, in a separate development, PwC today (31 October) announced a re-shuffle of the management of its PwC Legal network. Leon Flavell will now focus on his role as leader of PwC’s Global Legal Services Network. Shirley Brookes, currently managing partner of PwC Legal, is assuming Flavell’s role as PwC Legal’s UK senior partner.

The move will be watched closely at a time when many observers expect big four accountants to show renewed interest in the liberalising UK legal services market. Flavell commented: ‘We have the most geographically extensive legal services network in the world, with over 2,400 lawyers in over 80 countries. Revenues last year were $440m and there are fantastic opportunities for us to grow these further.’

Brookes said: ‘There are considerable opportunities for us to grow here in the UK and I am delighted to be taking on the role of senior partner.’

Sarah.downey@legalease.co.uk

Legal Business

The beautiful game: Cleary advises Inter Milan on sale of 70% stake to Indonesian tycoons

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Corporate Cleary Gottlieb Steen & Hamilton
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One of Italy’s most successful football teams, Inter Milan, has turned to Cleary Gottlieb Steen & Hamilton as it becomes the latest European football club to be taken over by foreign investors.

The club has sold a 70% stake to International Sports Capital (ISC), which is indirectly owned by Indonesian billionaire Erick Thohir and prominent Indonesian investors Rosan Roeslani and Handy Soetedjo.

Cleary’s Milan-based team advised the club and its majority shareholder, Internazionale Holding on the transaction. The team was led by corporate heavyweight Roberto Casati, who was instrumental in bulking up Cleary’s Italian presence when he joined from Allen & Overy (A&0) in 2004. Casati, who was A&O’s senior partner in Italy and one of the best known M&A lawyers in the country, was the first Cleary partner to be based full-time in Milan.

ISC, meanwhile, turned to rival US heavyweight Jones Day. The team was led by Marco Lombardi, a corporate tax partner who advises on the tax implications of international transactions. The two sides had been negotiating for some time, amid efforts by the club to bring in fresh capital.

The value of the deal has not been disclosed, although various reported estimates place it at somewhere between €250-300m.

Foreign investment in football is now the norm and this latest deal is by no means the first into a Serie A club. In 2002, the Libyan Foreign Investment Company purchased 5% of another legend of Italian football, Juventus, while in 2011 a consortium led by US private equity investor Thomas DiBenedetto became the first foreign owner of an Italian top league football club, after buying a controlling stake in AS Roma.

In the UK domestic league, Squire Saunders advised Shahid Khan when he purchased Fulham FC in its entirety in July.

david.stevenson@legalease.co.uk

Legal Business

Private equity: CVC gifts Clifford Chance and Cleary with two major European mandates

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Corporate Cleary Gottlieb Steen & HamiltonClifford Chance
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Followers of the tussle between UK and US private equity practices for European mandates were last month rewarded with an instruction to both camps by leading buyout house CVC Capital Partners in its acquisitions of Domestic & General (D&G) and Campbell Soup.

Advent International agreed to sell extended warranty provider D&G to CVC in a deal thought to be worth about $1.2bn, according to The New York Times, although this sum has not been officially disclosed.

Clifford Chance (CC) advised CVC, with a team led by Kem Ihenacho, co-head of the firm’s Africa practice and one of its private equity stars. He was assisted by M&A partner Brendan Moylan and insurance partner Hilary Evenett.

Legal Business

Private equity: CVC gifts Clifford Chance and Cleary Gottlieb with two major European mandates

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Corporate Cleary Gottlieb Steen & HamiltonClifford ChanceFreshfields Bruckhaus Deringer
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Followers of the tussle between UK and US private equity practices for European mandates were this week rewarded with an instruction to both camps by leading buyout house CVC in its acquisitions of Domestic & General and Campbell Soup.

Advent International agreed earlier this week to sell extended warranty company Domestic & General (D&G) to CVC in a deal thought to be worth about $1.2bn, according to The New York Times, although this sum has not been officially disclosed.

Clifford Chance (CC) advised CVC, with a team led by Kem Ihenacho, co-head of the firm’s Africa practice and one of its private equity stars. He was assisted by M&A partner Brendan Moylan and insurance partner Hilary Evenett.

Freshfields Bruckhaus Deringer advised Advent on the sale, with a team led by corporate partner Adrian Maguire. Maguire told Legal Business: ‘Following advising Advent on its acquisition of D&G in 2007 and remaining close to the company throughout Advent’s ownership, we were happy to assist on the disposal of the asset.’ Advent bought UK based-D&G for $1.1bn.

Macfarlanes advised D&G’s management with a senior team led by corporate head Charles Meek, who was supported by tax partner Damien Crossley. The firm previously advised the D&G management team in connection with the company’s sale to CVC in 2007.

Freshfields typically competes with CC for CVC mandates and most recently acted for the private equity house on its sale of a $1.3bn stake in Indonesian retailer Matahari Department Store earlier this year.

However, this week has also seen Cleary Gottlieb Steen & Hamilton’s strong Brussels offering get its foot in the door, advising opposite Allen & Overy (A&O) on CVC’s proposal to buy the European brands of Campbell Soup (excluding its UK arm) in a deal worth around $400m.

Cleary is fielding a team that includes Brussels M&A partners Laurent Legein and Jacques Reding, Paris M&A partner Jean-Marie Ambrosi and London partner David Billington who advised on finance matters.

A&O is advising the iconic company famously portrayed by Andy Warhol in the 1960s out of Belgium, where the European base of Campbell Soup is located. The team is being led by corporate head Pierre-Olivier Mahieu, alongside employment head Pieter De Koster, tax head Patrick Smet and environmental law head Gauthier van Thuyne.

According to a release by the private equity house, CVC has raised fully committed senior debt financing, with Linklaters advising Rabobank, ING and BNP Paribas Fortis, the joint underwriters and bookwriters on the deal.

david.stevenson@legalease.co.uk

Legal Business

Cleary and 2012 GC take top prizes in 2013 Legal Business Awards

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Cleary Gottlieb Steen & HamiltonLinklaters
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Cleary Gottlieb Steen & Hamilton, Linklaters and London 2012’s Terry Miller were among the key prize-winners at last night’s Legal Business Awards.

Cleary Gottlieb was named Law Firm of the Year from a shortlist including Baker & McKenzie, Bristows, Clifford Chance, Clyde & Co, RPC and Travers Smith. The Wall Street leader was singled out for a truly outstanding year, combining cutting-edge mandates such as Greece’s sovereign bond restructuring and advising Rosneft on its $55bn acquisition of TNK-BP, while posting the highest five-year growth rate of any elite global law firm.

In one of the most popular awards of the night LOCOG general counsel Terry Miller won the title of Lawyer of the Year for her work on London’s internationally-lauded 2012 Olympics.

Telefónica UK, meanwhile, was named In-House Team of the Year. Reinforcing a notable night for corporate counsel, the awards also saw the launch of Legal Business’s GC Powerlist, an annual appraisal of the most influential UK and international lawyers at the in-house Bar.

The awards, now in its 16th year, was held at London’s Grosvenor House Hotel with nearly a 1,000 guests in attendance.

Other flagship awards saw Bill Drummond pick up the Management Partner of the Year Award, after being elected for a sixth term as head of Brodies, while TLT was named National/Regional Firm of the year following bold strategic moves into Scotland and Northern Ireland.

Ropes & Gray was named US Firm of the Year after establishing itself a major finance and private equity force in the City. South Africa’s ENS (Edward Nathan Sonnenbergs) was crowned International Firm of the Year for setting out its stall to become the first pan-African law firm.

Among the practice awards, Skadden Arps Meagher & Flom secured Dispute Resolution Team of the Year for the second year running, while Linklaters was named Corporate Team of the Year and Clifford Chance won Finance Team of the Year.

Mills & Reeve won the award for Real Estate Team of the Year, while Herbert Smith Freehills took home Competition Team of the Year.

Other winners included Freshfields Bruckhaus Deringer, which won the award for CSR Programme of the Year, CMS, which won Energy & Natural Resources Team of the Year and O’Melveny & Myers, which picked up Private Equity Team of the Year.

For a full list of winners and shortlisted firms, click here.

mark.mcateer@legalease.co.uk This e-mail address is being protected from spambots. You need JavaScript enabled to view it.

Legal Business

Korea legal market shows signs of saturation

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Asia Cleary Gottlieb Steen & Hamilton
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With the recent influx of foreign firms into Seoul showing no signs of stopping, questions are being raised as to whether the market has reached saturation point and which firms will win the race for Korea’s most prestigious clients.

Paul Hastings and Covington & Burling became the most recent firms to open new offices in South Korea, both at the beginning of November. Since ratification of foreign trade agreements (FTAs) between Korea and the EU in July 2011 and the US in February 2012, 17 firms from the LB Global 100 have either opened an office, applied for a licence or have expressed an interest in opening in Seoul.

Legal Business

Firms set sights on Asia investment into Middle East

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Middle East and Africa Cleary Gottlieb Steen & HamiltonLatham & WatkinsSquire Patton Boggs
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Squire Sanders expanded both its Middle East and South Korea operations in October, as Latham & Watkins reported a surge in investment activity between Asia, most notably China, and the Gulf states.

Cleary Gottlieb Steen & Hamilton also announced in October that it will open an office in Seoul, following approval from the Korean regulatory authorities. This follows the opening of the firm’s office in Abu Dhabi in September. Squire Sanders expanded its Middle East practice through the acquisition of El-Khoury & Partners’ Middle East and North Africa (MENA) business, which formerly operated in Saudi Arabia as EK Partners & Al-Enezee.

Legal Business

Lateral thinking required with international expansion

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Asia Cleary Gottlieb Steen & Hamilton
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Last month, Cleary Gottlieb Steen & Hamilton did something that it has only done once before – open two non-US offices in the same year. Seoul became the firm’s sixteenth office, launching just a month after Cleary opened its fifteenth office in Abu Dhabi. The only time the firm has previously opened two offices in a year was 1991 when it launched in Frankfurt and Moscow.

Legal Business

Surge of law firm openings in revitalised Middle East

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Middle East and Africa Cleary Gottlieb Steen & HamiltonCMS
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The resurgence of commercial activity in the Middle East is prompting international law firms to strengthen their presence in the region, with Cleary Gottlieb Steen & Hamilton and CMS announcing their first regional offices within a week of each other.

Cleary announced at the beginning of September that it would be opening its first Middle East office after obtaining a licence from the Abu Dhabi Executive Council in the summer. CMS group opened its office in Dubai on 23 September, adding to its offerings in Iraq and Lebanon.

Legal Business

Cleary hires former Stephenson Harwood chief executive

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Strategic recruitment Cleary Gottlieb Steen & HamiltonStephenson Harwood
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Cleary Gottlieb Steen & Hamilton has hired former Stephenson Harwood chief executive and litigation heavyweight Sunil Gadhia in its London office, marking a growing trend of US firms bulking up City disputes practices.

Gadhia is set to join Cleary’s London outpost this year after 15 years as a partner at Stephenson Harwood, of which he spent six as chief executive.