Legal Business

Ambition and culture – the key tests CC’s deal team must pass

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Corporate Clifford Chance
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First, the case for the defence. Given that private equity partners gossip like fishwives, you can be somewhat sceptical over the received wisdom that the latest in a line of significant departures from Clifford Chance (CC)’s buyout team represents a terminal decline.

The firm retains a sizeable roster of partners, with 11 covering private equity in the City, including seasoned players such as David Pearson and Jonny Myers, not to mention practice head Oliver Felsenstein, one of Germany’s most respected PE men (CC should, however, avoid mentioning Matthew Layton in this camp – good as he is, it’s embarrassing to invoke your new chief executive as a deal runner).

Legal Business

Energy run: Clifford Chance advises Shell on series of major M&A deals

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Corporate Clifford ChanceHogan Lovells
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Clifford Chance (CC) has secured a run of major mandates for Royal Dutch Shell including last week’s A$2.9bn ($2.6bn) agreement to sell the global energy giant’s Australia downstream businesses to Vitol and the sale of a number of businesses in Italy to affiliates of Kuwait Petroleum International.

The Vitol deal, which was announced on 21 February, saw CC led by London-based partner Kathy Honeywood, Singapore-based Geraint Hughes, and Australia-based Tracey Renshaw advise on all aspects of the transaction, which included the sale of Shell’s Geelong refinery and 870-site retail business in Australia.

The CC team provided English and Australian law advice on environmental, IT, branding and IP, tax, employment, pensions and antitrust issues.

US firm Skadden, Arps, Slate, Meagher & Flom advised Vitol, one of the world’s largest independent energy trading companies, with a team led by London partners Shaun Lascelles, Doug Nordlinger and Tim Sanders.

Shell’s legal team was led by Damis Shaharudin of the downstream portfolio group. The deal is subject to regulatory approval and expected to close this year.

The deal follows the announcement on 20 February of the sale of Shell’s retail, supply and distribution, logistics and aviation businesses in Italy to affiliates of Kuwait Petroleum for an undisclosed sum.

CC’s team for Shell was led by Milan-based Umberto Penco Salvi, while Hogan Lovells provided English and Italian law advice to Kuwait Petroleum led by Italy corporate head Leah Dunlop.

Dunlop was supported by London-based corporate partner and co-head of the firm’s oil and gas working group Ben Higson as well as Rome-based commercial law partner Marco Berliri, environmental and energy regulatory partner Francesca Angeloni, tax partner Fulvia Astolfi, and antitrust partner Gianluca Belotti, while Milan-based employment partner Vittorio Moresco and Brussels-based partner Matthew Levitt also worked on the deal.

In a statement Shell said on 20 February: ‘The sale is consistent with Shell’s strategy to concentrate Shell’s downstream footprint on a smaller number of assets and markets where we can be most competitive.’

Other recent mandates have seen CC advise Shell on its $4.4bn acquisition of part of Repsol’s LNG portfolio, announced in February last year.

Shell’s panel review announced last June saw CC named as one of 11 firms appointed to serve the energy corporation in three or more jurisdictions. The review, which was headed by former legal director Peter Rees, was pitched to firms as an opportunity to grow their links with Shell, with those who develop the best relationship with the bluechip expected to win more work on a reduced panel in three years’ time when rates are reviewed.

sarah.downey@legalease.co.uk

Legal Business

Taking London – Latham on the offensive in the Square Mile with hire of third private equity partner from CC

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Strategic recruitment Clifford ChanceLatham & Watkins
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As our Taking Manhattan cover feature underlines, the Los Angeles-bred Latham & Watkins continues to make major inroads in the key global hubs of New York and increasingly London. Making the point again, the global giant has today (18 February), announced the recruitment of high-profile Clifford Chance (CC) partner Kem Ihenacho, the third private equity partner to join Latham’s City arm from CC in the last 12 months.

The move follows the departure of former CC global head of private equity David Walker in April last year and another CC partner Tom Evans in October.

Ihenacho was the co-head of CC’s Africa practice and a key relationship partner for the Carlyle Group. Walker was also a key Carlyle contact and the loss of Ihenacho will raise fresh questions over CC’s grip on the client. Former Latham associate, Jeffrey Ferguson, is general counsel at Carlyle and sits on the management board.

Latham recently advised Carlyle on the acquisitions of Addison Lee and Chesapeake Packaging. The Addison Lee deal was led by Michael Bond, who handles the firm’s relationship with Carlyle in London. The US law firm’s private equity clients also include KKR, EQT, Advent International, BC Partners, Charterhouse, Nordic Capital and PAI Partners.

Despite CC’s historic reputation as Europe’s top private equity practice there is no doubt that such predatory recruitment has impacted on its competitive position in the leveraged buyout market, with US advisers increasingly on the offensive in London.

‘We are now the only firm in the UK market to have top-ranked bank and bond practices and are building a market-leading private equity team to capitalise on this strength. Kem is a rising star with a great reputation and a broad range of experience that makes him an excellent addition to our private equity team,’ said Nick Cline (pictured), managing partner of Latham’s London office.

‘Having market-leading capability on both sides of the Atlantic stands us apart from many of our competitors. Kem’s arrival further strengthens our reputation in the European PE market,’ added Dan Lennon, global chair of the firm’s corporate department.

The firm has already been bulking up its private equity practice this year, with the hire of former Weil, Gotshal & Manges funds partner Nick Benson in January. The London office now has 250 fee-earners and 60 partners.

david.stevenson@legalease.co.uk

For more analysis on US firms moving into the City private equity market, see Back at the gate: US invaders raise fresh questions over private equity status of CC and Linklaters

Legal Business

DLA Piper expands Africa group across the continent

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Middle East and Africa Clifford ChanceDLA Piper
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DLA Piper’s Africa group last month announced it had expanded in north, southern and eastern Africa with the addition of three new member firms.

Algerian firm B L & Associés, Rubeya & Co Advocates of Burundi and Namibian firm Ellis Shilengudwa joined the 4,200-lawyer firm’s Africa group as of 1 October 2013. The firm now has members in 14 countries in Africa and is located in 30 countries around the world.

B L & Associés is run by Algerian-based partner Fatima Zohar Bouchemla and Paris-based partner Mohamed Lanouar. The firm also comprises eight associates, all of whom are admitted to practise in either Algeria or France.

Legal Business

Life During Law – David Childs

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Life During Law Clifford Chance
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It’s been an amazing career. I’ve been with Clifford Chance (CC) for 40 years. People had just stopped wearing bowler hats when I started, I was relieved to notice. What I remember was being in Royex House at Coward Chance. No air conditioning – we used to bake in the summer. People used to go out for lunches and have a bottle of wine a head and work in the afternoons.

I remember watching then senior partners walking in at ten in the morning. They’d go for a long lunch with clients and go home at three. I thought one day that might be my life. Of course, it never has been my life. The City has changed completely.

Legal Business

Leadership: Norman enters the fray as CC takes soundings for new global corporate chief

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Corporate Clifford Chance
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Clifford Chance (CC) has begun its nominations process for a potential successor to the role of global corporate chief following the promotion of incumbent Matthew Layton to global managing partner.

Layton will succeed the firm’s current global chief David Childs on 1 May and with the Magic Circle firm currently canvassing names for his replacement as head of the practice group, it is understood that corporate partner Guy Norman is set to enter the race.

A specialist in corporate finance, M&A and takeovers, Norman is expected to stand against London corporate head Simon Tinkler in the elections, with the full list of candidates is expected to be finalised in the coming weeks. The election for Tinkler’s current management role is expected to occur in April.

Norman returned to London last summer after a three-year stint in Dubai as part of a strategic expansion plan undertaken by the firm to enhance its Middle East capabilities.

A longstanding advisor to Barclays, he has been primarily been working with regional clients in recent years including representing Mannai Corporation and EFG Capital Partners in their $445m consortium bid for Nasdaq Dubai-listed jewellery and watch retailer Damas.

With CC’s relatively static financial performance last year revealing a 2% drop in revenue to £1.271m alongside a 9% drop in profit per equity partner to £983,000, a former partner says any successor to Layton may not have an easy job ahead of them: ‘They were always swinging through the trees in terms of one job to the next rather than really digging in and forming relationships. In many ways, it was a frustration – corporate didn’t feed work into certain practices because it didn’t have that trusted legal advisor status. There’s a question mark as to whether they will ever make that break.’

In October, high-profile litigator Jeremy Sandelson – who early in the global managing partner election process was tipped as a possible contender for the role – was re-appointed as global head of the litigation and dispute resolution practice.

Clifford Chance declined to comment.

sarah.downey@legalease.co.uk

Legal Business

Deal Watch: CC, Freshfields and A&O act on Liberty Global’s €6.9bn acquisition as Dentons and LG float Hurricane

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Corporate Allen & OveryClifford ChanceFreshfields Bruckhaus Deringer
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Three Magic Circle firms have scored lead advisory roles on Liberty Global’s €6.9bn acquisition of Netherlands’ largest cable operator Ziggo, with Freshfields Bruckhaus Deringer, Clifford Chance (CC) and Allen & Overy (A&O) all acting on the deal.

A&O’s Amsterdam-based corporate partner Annelies van der Pauw led for Liberty Global and competition partner Paul Glazener worked on the antitrust aspects, as the joint entity will have around 90% of the regulated Dutch fixed line cable market, while CC’s finance partner Mark Huddlestone headed up the team to advising the lenders.

Longstanding Liberty Global adviser Ropes & Gray led on financial aspects for the company in London, with partners Tania Bedi and Jane Rogers advising alongside the firm’s London co-managing partner Maurice Allen.

The firm has also previously represented the international cable company on the financing of its €3.1bn acquisition of Germany’s third largest cable TV operator Kabel Baden-Wuerttemberg from Swedish private equity group EQT Partners AB, in a deal where the antitrust permission to go ahead with the deal was overturned by the German courts in August last year.

At Freshfields, a four-strong Amsterdam-based team advised Ziggo led by partner Jan Willem van der Staay, while Shearman & Sterling acted for Ziggo as legal counsel on financing matters, with City-based European capital markets partner Apostolos Gkoutzinis leading the team.

New York-headquartered Shearman previously acted for Liberty Global on its $23.3bn acquisition of Virgin Media in 2013.

Subject to the necessary approvals, Liberty Global and Ziggo anticipate that the offer will close in the second half of 2014.

Elsewhere, Dentons and Lawrence Graham have advised Hurricane Energy, which focuses on oil reserves in reservoirs beneath the North Sea and has already signed investment and drilling deals with BP and Transocean, as it prepares to float on the AIM market of the London Stock Exchange with a value of £272m.

Hurricane, which is expected to start drilling in the second half of 2014, was led by Dentons corporate partner Jeremy Cohen, alongside energy partner Danielle Beggs and environment partner Sam Boileu.

Cenkos Securities acted as Hurricane’s nomad and broker, with Lawrence Graham’s head of corporate Geoff Gouriet advising alongside senior associates Rebecca Gordon and Jenna Beever.

sarah.downey@legalease.co.uk

Legal Business

Dealwatch: HSF, Clifford Chance and Slaughters take the spotlight in Cineworld expansion

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Corporate Clifford ChanceHerbert Smith FreehillsSlaughter and May
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Herbert Smith Freehills (HSF) has landed a role advising Barclays, JP Morgan and Investec on Cineworld Group‘s £107m rights issue and £504m acquisition of Warsaw-listed Cinema City International, a deal announced yesterday (09 January) that would create a cinema chain with almost 2,000 screens across Europe and Israel. Corporate partners Mike Flockhart and Chris Haynes are leading the team, with US securities advice from Steve Thierbach.

Slaughter and May is advising Cineworld, with corporate partners Mark Zerdin and David Johnson taking the lead.The firm is part of a team of other international firms including Paul, Weiss, Rifkind, Wharton & Garrison (US law), Sołtysiński Kawecki & Szlęzak (Polish law), Djingov, Gouginski, Kyutchukov & Velichkov (Bulgarian law), Nagy és Trócsányi (Hungarian law), Havel, Holásek & Partners (Czech and Slovakian law), Nestor Nestor Diculescu Kingston Petersen (Romanian law) and Herzog Fox & Neeman (Israeli law).

Clifford Chance is acting for Cinema City, with a team led by corporate partners Jonny Myers and Spencer Baylin. Linklaters also has a role on the deal advising other financial advisers.

The deal, should it complete, would combine Cineworld’s 101 UK cinemas with Cinema City’s 99 cinemas that are spread over Israel, Poland and the Czech Republic. The move comes as Cineworld’s rivals have expanded overseas, with Odeon operating in seven countries while Vue Entertainment has a presence in five.

Cineworld’s market value was £590m yesterday while Cinema City was valued at 1.5bn Polish Zloty (£305m). The major attraction of Cinema City could well be the growth that it has enjoyed between 2009 and 2012. During that period, the company saw revenues increase by 14.2% and is reported to have a strong pipeline of screen openings in place to ensure further growth.

The cinema industry has been particularly active deal-wise over the past year: in June 2013 Allen & Overy, Ashurst, Debevoise & Plimpton and Skadden, Arps, Slate, Meagher & Flom all took roles on the £935m sale of Vue Entertainment by private equity firm Doughty Hanson to Canadian investors OMERS Private Equity and Alberta Investment Management Corporation.

david.stevenson@legalease.co.uk

Legal Business

Asia-Pacific: Clifford Chance unveils new Indonesia association as K&L Gates goes big in Japan

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Asia Clifford ChanceK&L Gates
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With only Asia showing any real growth in M&A work for law firms during 2013, it is unsurprising that major international players are focusing their expansion plans in the region. Clifford Chance today (10 January) announced a formal association with Indonesian firm Linda Widyati & Partners (LWP), while K&L Gates has bulked up its Tokyo office with the addition of real estate and disputes partners. Earlier in the week, Duane Morris announced a new office in Shanghai.

LWP is a boutique firm, established by Linda Widyati and Dezi Kirana who have over 20 years’ experience in the core areas of focus for Clifford Chance: corporate/M&A, banking and finance and capital markets.

Clifford Chance has advised clients on Indonesian matters for more than 30 years and this alliance with LWP is not the firm’s first foray into the Indonesian market. It formed a non-exclusive agreement Indonesian firm, Mochtar Karuwin Komar at the turn of the millennium, a deal that is still in place, although a spokesperson for the firm said the new association with LWP would now take precedence.

‘The establishment of this association signals our commitment to provide our clients with world-class legal advice to meet their evolving needs in this dynamic market. LWP share our values and our commitment to the highest standards of legal advice and client service,’ said Peter Charlton, Clifford Chance’s managing partner for Asia Pacific.

The firm also relocated the head of M&A in Amsterdam, Jeroen Koster to the Asia Pacific region where he will lead the association for Clifford Chance. ‘Clifford Chance is strongly committed to Indonesia. The association with LWP will provide significant benefits to our clients,’ he said.

Clifford Chance’s latest move further enhances the firm’s capabilities in the region. In 2012, the firm launched into formal alliance with Singapore litigation boutique Cavanagh Law, giving the firm much-sought-after access to Singapore’s domestic litigation market. The firm also opened in Sydney and Perth in 2011, giving it further access to the lucrative Asia Pacific market.

Indonesia has been a destination of choice in Asia in recent, with Taylor Wessing entering into an alliance with Hanafiah Ponggawa & Partners in 2013; and White & Case partnering up with Indonesian firm MD & Partners in January last year, six years after ending its alliance with local firm Ali Budiardjo Nugroho Reksodiputro. Clyde & Co also joined up with Lubis Ganie Surowidjojo in September 2013, while DLA Piper signed an agreement with Ivan Almaida Baely & Firmansyah in May.

Elsewhere, K&L Gates has enhanced its Tokyo offering with the addition of Takahiro Hoshino and Takahiro Tsumagari as partners in its commercial disputes and real estate investment, development, and finance practices respectively.

Hoshino comes from his own firm, Hoshino & Partners. He advises clients on a range of litigation matters including domestic and international labour law as well as a variety of corporate legal matters such as strategic restructurings, joint ventures and mergers and acquisitions. Hoshino was also a judge at the Tokyo and Utsunomiya District Courts

Tsumagari joins K&L Gates from respected local firm Atsumi & Sakai where he led the international trade and tax team. He advises and represents leading Japanese and foreign corporations on real estate and structured financings and matters.

‘This is a real boost to our team in Tokyo and the region more broadly. We are seeing increased business confidence in the Japanese economy, which will inevitability flow through to more activity for clients,’ said David Tang, managing partner for K&L Gates in Asia.

The firm bulked up substantially in Asia Pacific last year, starting with a merger with Australia’s Middleton’s in January which added around 400 lawyers to its ranks, before opening an office in Seoul later in the year. The firm now has 11 offices in Asia and Australia to serve its Asia Pacific clients.

Meanwhile, 600-lawyer Global 100 firm Duane Morris, which enjoyed a 12% rise in revenues in the last financial year, has announced that it is to open its first China office in Shanghai, through Duane Morris & Selvam, its joint law venture in Asia. The firm is currently awaiting approval from the PRC’s Ministry of Justice to open its foreign representative office.

The firm’s joint venture has given the US firm coverage of the south east Asia market with offices in Singapore, Hanoi and Ho Chi Minh City in Vietnam. Leon Yee, managing director of Duane Morris & Selvam, will serve as chief representative of the Shanghai office which will be staffed by five lawyers in total.

‘Our launch in China builds upon the firm’s substantial growth and successes in Asia during the past several years, as well as our extensive experience handling China-focused matters for numerous multinational companies,’ said Duane Morris chairman and chief executive officer John Soroko.

David.stevenson@legalease.co.uk

Legal Business

Real estate round-up: Clifford Chance, Taylor Wessing and Burges Salmon start New Year on front foot

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Property Burges SalmonClifford ChanceTaylor Wessing
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Clifford Chance (CC), Taylor Wessing and Burges Salmon have emerged as the pace setters for real estate work in the first few days of 2014, with each having completed significant UK commercial property deals recently.

Clifford Chance advised GIC, Singapore’s sovereign wealth fund, on both the purchase of a 50% interest in the Broadgate Estate from Blackstone Real Estate Partners Europe III and Blackstone Real Estate Partners VI and GIC’s 50:50 joint venture with British Land to ‘enable the future development of the estate,’ according to the firm.

The joint venture aims to focus on widening Broadgate’s appeal from a traditional City-focused occupier base to ‘cater for the growing creative district centred around Shoreditch and the emerging tech-focused area around Old Street’. British Land’s 2013 annual report cites the portfolio value of Broadgate at over £3bn.

As befits a deal of this scale, a very senior multi-disciplinary team was led by corporate partner Mark Poulton, alongside global head of corporate and incoming global managing partner Matthew Layton. The deal also featured London head of real estate Jonathan Solomon, corporate partner Adrian Levy, real estate finance partner Jane Cheong Tung Sing, real estate partner Nigel Howorth, head of real estate tax David Saleh, corporate partner Steve Curtis, and antitrust partner Greg Olsen.

Poulton said: ‘We were delighted to advise GIC on this major real estate acquisition and were able to field a multi-disciplinary team in order to meet the client’s requirements. This type of complex corporate real estate transaction is where we can really add value to our clients by bringing together our corporate, real estate, real estate tax, real estate finance specialists from across our real estate sector group.’

Simpson Thacher & Bartlett’s City-based corporate partner Michael Wolfson led the team advising Blackstone, alongside Berwin Leighton Paisner.

Meanwhile Taylor Wessing advised longstanding client Wainbridge, a private real estate investment group, on the purchase of 11-15 Grosvenor Crescent, SW1, from the Grosvenor Estate, in a £350m scheme that will comprise eleven exclusive apartments overlooking Belgravia, with associated parking and leisure amenities.

Taylor Wessing real estate partner Keith Barnett led the team, which included finance partner Martin Yells, and corporate tax partner Robert Young. The team also advised on the related acquisition and development debt funding provided by Urban Exposure and Letter One, marking the latter’s first financing in the European real estate market.

Principal and co-founder of Wainbridge, Rob Rackind, said: ‘Taylor Wessing were instrumental in our achieving the acquisition of this prime freehold site and in securing its funding. They have provided us with outstanding support.’

Meanwhile, Bristol-based top-50 firm Burges Salmon has acted for the Crown Estate, for which it is a panel firm, on the sale of Honda’s biggest storage depot in Cabot Park, Avonmouth to the BlackRock UK Property Fund and Canmoor for £31m.

Led by senior associate Matthew Sims, the deal forms part of a spate of £130m transactions that the Crown Estate unveiled at at the end of 2013.

Commenting on the sale, Sims said: ‘The firm’s real estate team acted for the Crown Estate in its purchase of Honda’s site in Avonmouth in 2005 and also in the sale of part of Honda’s original site in 2011 for £10.5m, which is now used by The Co-operative Group as a major regional distribution centre. Given our previous involvement, we were delighted to act for the Crown Estate again in its strategic disposal of this site.’

Sarah.downey@legalease.co.uk