Legal Business

Clifford Chance and Shearman deliver advice on Italy’s €4bn post office IPO

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Clifford Chance (CC) and Shearman & Sterling have landed lead advisory roles on the floatation of Italy’s post office, in an initial public offering expected to be valued between €8 and €10bn, allowing the government to raise up to €4bn from its partial privatisation.

Italy’s treasury plans to list up to 40% of Poste Italiane to cut public debt and enable Prime Minister Matteo Renzi to cut taxes as promised.

CC and local firm Brancadoro Mirabile are acting as legal advisers to the Italian post office, with Gianni Origoni Grippo Cappelli & Partners serving as legal adviser to the selling shareholder, Italy’s Ministry of Economy and Finance. CC’s Italian administration law head Aristide Police led a team including corporate partner Paolo Sersale and disputes partner Carlo Felice Giampaolino, as well as corporate senior associate Stefano Parrocchetti.

Shearman & Sterling and Chiomenti Studio Legale are legal advisers to the offering’s global coordinators and to the joint book runners. Shearman & Sterling declined to provide details on the team involved in the transactions.

CC’s last high profile Italy deal involved advising on the $7.7bn bid by China National Chemical Corp to buy Italian tire-maker Pirelli, a deal aimed to give Chinese investors a significant foothold in Italy’s manufacturing industry. Linklaters and Latham & Watkins also advised on that deal. 

 sarah.downey@legalease.co.uk

Legal Business

Dealwatch: Sullivan & Cromwell’s City office and CC advise on nearly £6bn worth of deals

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Sullivan & Cromwell’s City office has been busy this summer winning roles on two headline deals announced yesterday [8 September], working alongside Clifford Chance (CC) on both Cinven’s £2.3bn sale of pharmaceuticals group Amdipharm Mercury Company (AMCo) and advising Goldman Sachs on Mitsui Sumitomo’s £3.5bn Amlin purchase.

The US firm worked alongside CC to advise private equity firm Cinven on the sale of AMCo to Concordia Healthcare for £2.3bn, through a combination of cash, Concordia shares, and a potential; performance-based earnout of £145m over the next 12 months.

Sullivan acted for Concordia with a seven-partner team from London and New York with Vanessa Blackmore, Krishna Veeraraghavan and Matthew Hurd advising on corporate matters; John Estes on finance; Michael McGowan covering tax; Robert Buckholz on securities; and Juan Rodriguez on antitrust matters.

CC represented Cinven when it acquired Amdipharm and Mercury Pharma in 2012 to create AMCo, and has led on all of its five bolt-on acquisitions and related financings. Global private equity head Jonny Myers led CC’s team, alongside antitrust partner Alastair Mordaunt, partner Rod McGillivray on debt financing matters; and Michael Dakin who advised on high yield.

‘This is a major strategic deal for Cinven being the first exit from Fund V plus a major deal in its own right and we are delighted to have supported them,’ said Myers. ‘We have known AMCo throughout the life of Cinven’s investment and have helped Amco’s management and Cinven to execute their buy-and-build strategy with five acquisitions in three years. It is with great pleasure we see AMCo move to the next phase of its development under Concordia’s ownership.’

The two firms also jointly represented Goldman Sachs, who was the lead financial adviser and lender to Mitsui as it became the latest foreign investor to purchase an insurer, buying Amlin for £3.5bn. Sullivan’s head of European M&A Tim Emmerson and corporate partner Ben Perry led out of London.

Skadden, Arps, Slate, Meagher & Flom represented Mitsui with a London-based team including corporate partner Scott Hopkins and Robert Stirling; banking partner Mark Darley; tax partner Tim Sanders; and employment specialist partner Helena Derbyshire; while Simon Baxter advised on competition in Brussels and corporate partner Hiro Kamiya acted in Tokyo. Travers Smith advised Mitsui on employee incentives and real estate aspects of the deal with a team led by partner Mahesh Varia.

Linklaters – who has acted for Amlin since the company was first listed in London in the early 1990s – advised on the deal with a team led by corporate partners Aedamar Comiskey, Nicola Mayo and William Buckley, and employment and incentives partner Gillian Chapman.

jaishree.kalia@legalease.co.uk

Legal Business

Dealwatch: Glencore returns to Linklaters and Clifford Chance for $10bn debt deal

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Commodities giant Glencore has turned to Magic Circle firms Linklaters and Clifford Chance to implement a raft of plans in order to cut $10.2bn from the business’ $30bn debt pile.

In the mining and metals giant’s biggest mandate since its $66bn acquisition of Xstrata in 2013, the company shelved its dividends and announced a $2.5bn equity-raise in a bid to slash up to $10bn worth of debt by the end of 2016.

The legal team chosen by Glencore was the same team from Linklaters and Clifford Chance that executed the drawn-out Xstrata deal.

Linklaters’ corporate heavyweight Charlie Jacobs, who handles the firm’s relationship with Glencore, and City corporate partner David Avery-Gee were selected to handle the corporate end of the mandate.

Citi and Morgan Stanley also returned to run the $2.5bn share placement, four years after acting as Glencore’s joint global coordinators on the company’s floatation in 2011. Morgan Stanley and Citi will underwrite 78% of the proposed equity issuance, with Glencore senior management, including chief executive Ivan Glasenberg, agreeing to inject the remaining 22%.

Clifford Chance, which advised those investment banks on the initial public offering, fielded the same team of Iain Hunter and Adrian Cartwright to handle the finance element of Glencore’s debt plan. Hunter, a capital markets partner, and Cartwright, Clifford Chance’s global head of capital markets, were also involved in Glencore’s merger with Xstrata.

Nearly $1.6bn worth of dividends expected to be paid out at the end this year have also been scrapped, with plans in place to suspend the $800m interim dividend in 2016.

Glasenberg said: ‘Notwithstanding our strong liquidity, positive operational free cashflow generation, lack of debt covenants, modest near-term maturities and the recent affirmation of our credit ratings, recent stakeholder engagement in response to market speculation around the sustainability of our leverage, highlights the desire to strengthen and protect our balance sheet amid the current market uncertainty.’

tom.moore@legalease.co.uk

Legal Business

Clifford Chance bolsters City disputes practice with Debevoise public law specialist

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Having endured a spate of high profile departures from its corporate offering in recent years, Clifford Chance (CC) has made a notable recruit with disputes lawyer Jessica Gladstone joining as a partner from the City office of US firm Debevoise & Plimpton.

Before joining Debevoise as international counsel and solictor-advocate in 2010, Gladstone previously served as legal adviser at the UK’s Foreign and Commonwealth Office, where she managed international and domestic litigation, and represented the UK at the UN General Assembly, in the Council of Europe and in cases before the European Court of Human Rights.

Specialising in international public law, high profile mandates on which Gladstone has advised include a $1.2bn arbitration between Malaysia and Singapore and a dispute between the British Caribbean Bank and the Attorney General of Belize over a decision to nationalise the telecomms industry in Belize.

CC’s global disputes head Jeremy Sandelson, said: ‘As governments and state owned enterprises become increasingly active in the commercial sphere, public international law expertise is critical to our clients as we help them to navigate the risks and opportunities this new landscape brings. Jessica is focused on international, complex, strategic work for some of the world’s leading businesses and governments, making her the ideal fit for our team. We are delighted to welcome her.’

CC’s international commercial arbitration co-head Audley Sheppard QC added: ‘Jessica’s experience in public international law will be an excellent boost to our team. Over the past decade, we have seen the number of arbitration cases that involve State parties increase significantly and we expect this trend to continue, especially investment treaty arbitrations.’

In May, Legal Business revealed CC voted through proposed changes to its remuneration system which will see the firm deploy a more flexible lockstep by stretching the top of the ladder in a bid to retain star partners. The firm has lost multiple corporate partners, particularly in the private equity space, in recent years with the latest departure being German banking chief Alexandra Hagelüken becoming the latest to move to US firm Latham & Watkins.

sarah.downey@legalease.co.uk

Legal Business

EY Law recruits competition chief from CC to spearhead state aid, antitrust and trade practice

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Big Four accountant EY continues to enhance its international legal offering and has recruited Clifford Chance’s (CC) competition-focused counsel Steven Verschuur to lead its EU State aid, competition and trade law practice.

Verschuur has served as head of competition at CC’s Amsterdam practice for the last three years, where he split his time between the Dutch city and Brussels. Also a former Freshfields Bruckhaus Deringer lawyer, he specialises in EU State aid, competition, trade law and merger control.

EY said there is an ‘increasing demand for strategic legal advice on the State aid aspects of tax structures and rulings’ and Verschuur, who will be based in Brussels, is ‘well-placed to meet clients’ needs working in close collaboration with EY’s international tax teams.’

EY global law leader Cornelius Grossmann added: ‘We are delighted that Steven has joined EY. His extensive experience in State aid, competition and trade law will be a great asset to our practice. Bringing in the right talent is central to our success, and to building a quality service offering in a multidisciplinary environment. We welcome Steven at an exciting time, as we continue to hone and expand our global practice.’

Verschuur’s departure follows that of Oliver Bretz, CC’s former global head of antitrust, who left after 15 years at the Magic Circle firm to launch a competition boutique in January.

EY has made good on its continued efforts to enhance its presence in the legal market, particularly in the Asia Pacific region. In April it announced an alliance with South Korean firm Apex Legal as part of a greater agenda to build a 200-strong team of lawyers spanning key commercial centres throughout Asia-Pacific.

Meanwhile, CC’s Amsterdam office also saw the departure of finance counsel Robert Masman, who left to join Hogan Lovells and makes partner in the process. Masman specialises in asset based and structured finance and will work closely with banking partner Wouter Jongen who was recruited in 2014.

Sharon Lewis, global head of Hogan Lovells’ finance practice, said: ‘Building our on the ground presence in Amsterdam is an important priority for our global finance practice as the Netherlands is such a key jurisdiction for cross-border banking and debt capital markets.’

sarah.downey@legalease.co.uk

Legal Business

Trainee retention: CC keeps on 96% of trainees as three of BLP’s cohort take places internationally

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Clifford Chance (CC) has revealed a trainee retention rate which outpaces its Magic Circle rivals to have announced so far with the firm keeping on 96% of its cohort. Meanwhile Berwin Leighton Paisner (BLP) managed a rate of 71%.

All 45 of the trainees offered positions by CC, out of the initial intake of 47, decided to accept positions with the firm – giving it an autumn 2015 retention rate ahead of Freshfields Bruckhaus Deringer and Slaughter May. Freshfields revealed a rate of 83% earlier this month with 40 out of 48 taking positions at the firm, Slaughters meanwhile kept on 89%.

Last year, CC kept on just 75% of its autumn qualifiers with 40 staying at the firm out of a 53-strong cohort.

Meanwhile, BLP revealed that it has kept on 17 trainee with 14 staying in London and three taking positions at international offices. Real estate is seeing the largest intake of newly-qualifieds with seven joining in London, two in Abu Dhabi and one in Berlin. The rest of the cohort is split between corporate and disputes which are taking three apiece and one lawyer who is qualifying into BLP’s tax practice.

Anthony Lennox, BLP partner and training principle said: ‘At BLP we are always looking to recruit and retain the best talent which will help the firm continue its growth. We’ve offered this year’s trainee intake contracts across a range of our practice areas which is pleasing. It is also great that three of our trainees have accepted contracts in Berlin and Abu Dhabi which reaffirms our commitment to offering exciting opportunities across our international offices.’

michael.west@legalease.co.uk

Legal Business

Senior CC German exits mount as Latham recruits head of banking Hagelüken

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Latham & Watkins has returned to Clifford Chance (CC) for another star hire, with German banking chief Alexandra Hagelüken becoming the latest senior partner to switch allegiances.

Hagelüken follows CC’s German head of corporate and global co-head of private equity Oliver Felsenstein and private equity partner Burc Hesse in departing to join Latham’s growing German practice. The US firm’s growth in Europe’s largest economy follows a rapid expansion of its City office partially built on the back of a raft of CC hires, including private equity chief David Walker, Africa co-head Kem Ihenacho and private equity partner Tom Evans.

Hagelüken leaves CC after 16 years spent developing the Magic Circle firm’s finance group in Frankfurt. Having made partner in 2006, Hagelüken was elected as the firm’s German head of banking and capital markets at the start of 2013 on a four-year term.

Both German and English law qualified, Hagelüken handles cross-border financings for banks, debt funds and private equity sponsors. She counts investment banks Goldman Sachs and venture capital company 3i among her clients.

Dirk Oberbracht, who heads Latham’s Frankfurt office, said: ‘Alexandra will be a terrific addition to our German practice. Her impressive credentials and experience in domestic and international finance complements our German and European leverage finance practice.’

Hagelüken becomes Latham’s 18th partner in Frankfurt, where the firm has sought to strengthen its leveraged buy-out capability. Her exit follows CC’s heavy restructuring of its German group in a move designed to shrink its headcount in the country.

‘Alexandra is one of the most respected banking lawyers in Germany who has a reputation for being exceptionally hard-working with a fantastic client-service focus as well as being a superb team player,’ added Dominic Newcomb, vice chair of Latham’s global finance group. ‘She has a great mix of experience on both the borrower and lender side that will open up new opportunities on our platform. She will be an excellent addition to our existing top tier team.’

tom.moore@legalease.co.uk

For more on the state of play at Clifford Chance see: Global 100: Clifford Chance – The shoulders of giants

Legal Business

Clifford Chance advises Co-Op Bank as it avoids financial watchdog’s ‘substantial fine’

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Clifford Chance (CC) has advised the Co-Operative (Co-Op) Bank as the high-street lender avoided a substantial fine following an investigation by the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA) for breaching listing rules.

The joint investigation found that the bank ‘fell short of its responsibility to be open with regulators’. The PRA separately published the result of its enforcement action, finding the co-operative had failed to comply with principle three of the Principles for Business during July 2009 to December 2013, which requires a firm to handle its affairs responsibly and with adequate risk management. In particular the bank had what was described as a ‘three lines of defence risk management model’ that was ‘flawed in design and operation’.

During March until June 2013, the bank also breached the FCA’s listing rule on not publishing misleading information. The lender stated that ‘adequate capitalisation can be maintained at all times even under the most severe stress scenarios’ when in fact it did not have sufficient capital to meet its revised capital planning buffer. Although such failings would normally warrant a ‘substantial fine’ the FCA has decided against it while the PRA has also, given the exceptional circumstances, issued the bank with a public censure.

CC previously landed a leading role advising the bank on its recapitalisation in 2013 due to a conflict of interest at Allen & Overy, with capital markets partner Iain Hunter and insurance and corporate partner Hillary Evenett advising.

The Magic Circle firm has also led on a number of high profile investigations of late including partner Simon Davis’ report into the FCA leak of an insurance industry inquiry and acting for Barclays on an FCA investigation regarding foreign exchange manipulation.

Commenting on the case, Georgina Philippou, acting director of enforcement and market oversight, said: ‘This is a serious matter, but exceptional circumstances mean a public censure is the appropriate and proportionate response. It is vitally important that Co-op Bank’s capital resources are directed towards improving its resilience.’

Investigations into senior individuals at Co-op Bank during the relevant period are on-going. On the FCA-PRA findings, CC declined to comment.

sarah.downey@legalease.co.uk

Legal Business

Clifford Chance looks to strengthen local ties as it opens Academy in Singapore

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As the firm looks to grow its revenues in Asia-Pacific, Clifford Chance (CC) has expanded its Academy training programme with the launch of a new base in Singapore to service the region.

In an attempt to boost technical and business skills in the fast-growing region, the academy will provide courses and training sessions to both CC lawyers and business support staff. The 570 lawyers based in the region will benefit from technical classes covering sectors and specific products, business skills and, for some, leadership abilities. Business staff will be trained in coaching and project management.

The launch is also being used to strengthen ties with allied firms such as Cavenagh Law in Singapore and associated firm Linda Widyati & Partners in Jakarta, with lawyers at those outfits also able to attend sessions.

Clifford Chance’s managing partner in Singapore, Geraint Hughes, said: ‘Our investment in our team to help them to reach their full potential is a key part of our global strategy aimed at developing talent and driving continuous innovation for our clients. Singapore is the ideal location for the Clifford Chance Academy to serve the Asia Pacific region because of its important role in the development of the legal industry in the region.’

Earlier this year, managing partner Matthew Layton laid out aspirations to grow Asia revenues as a share of firm-wide turnover to 25% over the next five years. Layton said he was aiming at being the ‘global law firm of choice for the world’s leading businesses’.

The Magic Circle firm set up the Academy in 1999 and now operates in three sites: Africa, Amsterdam and London.

michael.west@legalease.co.uk

For more on Clifford Chance’s strategy see: Global 100: Clifford Chance – The shoulders of giants

Legal Business

Comment: The Gospel according to Matthew – can CC live up to the legacy?

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Will the real Clifford Chance (CC) stand up? It is, after all, a key moment for what was not that long ago the world’s most influential law firm but working out what it stands for now can be a challenge.

Taking the long view post-2000, a chasm steadily opened up between its celebrated reputation for vision, meritocracy and entrepreneurialism and a reality that too often meant bureaucracy, strategic drift and an indulgent attitude towards individual contribution.

An excess of management would be one thing if CC was delivering operational excellence and rigour but in too many regards the firm did not. The last 15 years saw the disastrous non-integration of Rogers & Wells, an ill-fated move into California and a continual avoidance of important strategic issues on remuneration and performance management. This allowed others to steal its playbook and execute it more clearly.

During the 2000s Linklaters took CC’s place as the City’s global agenda-setter before the banking crisis re-set the market and hit CC harder than any peer. CC has done well to put that period behind it but remains a way off the swagger of its glory days.

Which brings us to managing partner Matthew Layton (pictured), now just over a year into his leadership. He is a popular figure but it will take more than that to bring the true revival the firm’s more ambitious partners must be hoping for. The two key reasons for cheer come in early on tackling two major issues the firm kicked down the road: streamlining its governance and overhauling its lockstep pay model.

True, only at CC would what has been put on the table be called a slimming down but the consensus in and outside the firm is that the shake-up last year was a fair step in the right direction. As to the long-overdue lockstep review – again, virtue comes in relativity. The odd previous system meant that CC had two tiers which it largely didn’t use. In reality, the current shake-up isn’t about ladders or flexibility, it’s about management taking the power to reset what partners are paid. To which, neutral observers would have to say it’s about time. Indeed, if the leadership is not robust in pushing for a more performance-driven partnership culture backed by reward – and the signals are mixed – it looks a half measure CC can ill afford.

But then the curiosity of CC’s current sales pitch is how understated and at times confusing it is compared to the dash of its celebrated rise. The firm – along with its Magic Circle peers – faces a huge challenge with the rise of US rivals – you can’t help feel there’s a need for more confident and comprehensible messages to the troops and market. It will be a pyrrhic victory to no longer be the Magic Circle’s sick man if the group itself is – globally speaking – developing a nasty cough.

In this regard Layton’s biggest asset is the ability to prod the partnership along in a more performance-orientated direction, while making enough key hands feel both good about themselves and listened to.

Peter Cornell was a good all-rounder but hampered by a lack of support in London while David Childs – who some joked was the ‘iron fist in the iron glove’ – did a good job leading a hard-to-lead firm during a crisis but didn’t always take people with him or persuade the partnership to face things it didn’t want to.

The hope is Layton will develop a clearer voice in time, as the best managing partners normally do. Because CC faces a huge challenge to live up to its own legacy.

Alex.novarese@legalease.co.uk

For more on Clifford Chance’s challenges under Layton, see ‘The shoulders of giants‘ (£)