Legal Business

Comment: There’s value in CMS’ purchase and one big hurdle ahead

In the wake of the eye-catching tie-up of CMS Cameron McKenna, Nabarro and Olswang, Legal Business noted last year that the gnomic messages around the union made it a hard one to judge. And even after a detailed assessment of the largest UK legal merger ever, as we undertake for this month’s cover feature, it’s not easy to put the pieces together.

In part that is because CMS Cameron McKenna as the firm driving the effective takeover has become a difficult player to judge or benchmark against peers. While the CMS network has grown robustly in recent years, Camerons itself has often shed revenues since the banking crisis.

The insistence on positioning the CMS network as a fully-fledged entity to the point of providing financial benchmarks on a group-wide basis only further muddies the water. Personally I would say it has been counter-productive in branding terms as neither fish nor fowl but I will not labour the matter here.

What is apparent on closer observation is that Camerons has been a proactively managed businesses in the New Normal era, keeping an increasingly tight grip on its partnership, back office and costs.

Such operational rigour helped the firm pull off its 2014 takeover of Dundas & Wilson with considerable success and further strengthened the hand of the leadership team of Penelope Warne and Stephen Millar. And the Olswang and Nabarro takeover has more than shades of the Dundas deal, providing a chance for Camerons to pick up assets marked down after a periods of drift and strategic impasses.

That hint of distress – particularly notable with Olswang – hardly bodes ill. The history of legal mergers has seen plenty of productive unions in which a weaker partner backed themselves into a corner.

Knowing who is calling the shots brings clarity to the transaction, and putting assets up for sale provides the chance for the acquirer to realise value. And Olswang and Nabarro bring something substantive to the table. Combining the three to create a £430m practice with muscular industry coverage across energy, media, tech, financial services and real estate with economies of scale and a decent balance sheet is hard to query, even before you consider its huge international reach. Even the ex-partners, peers and mourning Olswang veterans with a sentimental view of a firm that was always a stronger brand than business do not question the logic of the union.

The biggest issue hanging over the merger has to be over the ability to focus three partnerships that have collectively failed to build revenues in recent years.

Even allowing for a low-growth environment, this trio have leaked market share, damaging in an era in which many mid-pack players are not just surviving, they are thriving. Camerons’ equity partner/fee-earner ratio is already eye-wateringly high for a major law firm. The danger is that rigorous operational management morphs into outright financial engineering and scale just allows the giant to sustainably fail for longer.

Providing CMS UK is alive to that very real risk, it has a huge opportunity to seize, bigger than you could imagine any of the three firms having independently. In the face of an uncertain legal market, it has taken the bold step. Audacity does not take you all the way, but it goes pretty far.

alex.novarese@legalease.co.uk

Read more in: ‘Sale of the century – Has Camerons picked up a bargain with Olswang and Nabarro?’

Legal Business

Camerons to raise top of equity to keep Nabarro heavyweights

CMS Cameron McKenna is to stretch its top of equity to accommodate the highest-earning Nabarro partners, as the firms prepare for their tripartite merger with Olswang on 1 May.

Top-earning Nabarro partners are not expected to see a reduction in drawings following the merger with Camerons and Olswang, despite the firm’s top of equity coming in higher than that of its two merger partners.

A top band of around six partners at Nabarro can earn in the region of £950,000. The firm’s highest-earning partner took home £966,000 for the financial year ending April 2015 and £944,000 in 2016. This compares to Camerons’ top of equity, which was £788,000 in 2015 and £860,000 in 2016, while Olswang’s top of equity is £740,000.

Camerons has some flexibility in its pay system, with a pot of up to 5% set aside for discretionary bonuses of equity share.

As part of the merger, partners at Olswang and Nabarro will slot into Camerons’ model. Camerons’ system has four bands, with the bottom band a tier of salaried, or ‘gateway’ partners and the top three tiers running from 28 to 70 points. The firms have indicated that transferring partners will not see a pay cut.

Camerons managing partner Stephen Millar told Legal Business. ‘We are looking at keeping the status quo in the new model with some tweaking around the edges. The more you can keep everything as a continuation of what partners are used to the better. Partners are moving onto the Camerons model, but there are some transitional aspects.’

matthew.field@legalease.co.uk

For more on the CMS/Nabarro/Olswang merger, see Sale of the century – Has Camerons picked up a bargain with Olswang and Nabarro?.

Legal Business

Sale of the century – Has Camerons picked up a bargain with Olswang and Nabarro?

Amid a turbulent market, the three-way union of Camerons, Nabarro and Olswang has forged a UK giant. Has Camerons picked up a bargain or will there be buyer’s remorse?

September 1988. Twenty fresh-faced trainees are preparing for their first day at Nabarro Nathanson. Among the recruits are Iain Newman, Paul Stevens and Duncan Weston. Not only will the trio go on to have prominent careers in City law and remain on good terms, but more than 25 years later they would kickstart the UK’s largest-ever legal merger.

Legal Business

‘Packed to the rafters’: Quinn to move to Olswang’s office after outgrowing London space

Quinn Emmanuel Urquhart & Sullivan will increase its office space by half with a move into a floor of Olswang’s 90 High Holborn premises as the TMT player heads toward its merger.

The US firm only had until October 2017 on its Dentons lease, but decided to make the move early after outgrowing its One Fleet Place location. Quinn’s move to 90 High Holborn on 27 March this year will increase the amount of space it occupies from 18,000 sq ft to 27,000 sq ft.

The litigation specialist’s office has grown by 20 lawyers in the past year, counting 55 lawyers at the beginning of 2017. Partner headcount has increased from 15 to 20.

London co-managing partner Richard East told Legal Business: ‘We need more space. We’re 55 lawyers, soon to be 60 by second quarter and we’re absolutely packed to the rafters. The new space gives us potential to have around 80 to 90 lawyers.’

The news comes after it was confirmed Olswang had signed a lease with its merger partners Nabarro and CMS Cameron McKenna to move into the latter firm’s offices at Cannon Place. The merged firm will be on two additional floors in the building.

Quinn welcomed four new City based partner last year, launching both a long awaited corporate crime practice with Covington & Burling partner and former Serious Fraud Office prosecutor Robert Amaee and a UK construction disputes practice with Herbert Smith Freehills’ James Bremen. Competition partner Kate Vernon joined from DLA Piper and litigation and arbitration Paul Friedman arrived from Clyde & Co. Partner and fraud specialist Mark Hastings will join the office from Addleshaw Goddard after leaving late last year.

In September 2016 it was revealed the firm was in talks to hire a team from Shearman & Sterling’s Brussels arm, including office head Stephen Mavroghenis. It emerged competition partner Trevor Soames would join Quinn in December.

However the firm was dealt a blow late last year as it lost Moscow-based arbitration partners Ivan Marisin and Vasily Kuznetsov to US rival Baker Botts, leaving Quinn’s ten-lawyer Russia outpost with one full-time partner.

Quinn is not the only US firm which continues to expand in the City, as Goodwin Procter moved into its new 100 Cheapside London office in January taking up over 40,000 sq ft, which more than doubled its size. The firm’s Europe chair David Evans said the office would support the firm’s continued growth across key practice areas.
Most recently Goodwin picked up King & Wood Mallesons’ influential funds team following their former group head Michael Halford’s decision to join the US firm. The firm took on 26 lawyers including six partners as KWM dropped litigation against Goodwin Procter and its former corporate partner Richard Lever.

madeleine.farman@legalease.co.uk

Legal Business

LLP latest: Camerons unveils £11m profits dip ahead of merger while Mayer Brown sees City member profits fall

CMS Cameron McKenna has seen turnover increase but profitability fall for its offices under the UK LLP, according to the firm’s latest filings with Companies House.

The accounts show turnover for the 2015/16 financial year was up to £267.3m, an increase of around 2% on the £262.9m posted the previous year. While UK turnover remained steady at £219m, turnover from the LLP’s international offices increased 11% from £40m to £44.5m.

Profitability, however, took a hit with profits available for distribution to members falling 18% from £61.6m in 2014/15 to £50.3m this year. The firm’s highest paid member was distributed around 9% more, £860,000 compared to £788,000 the year before.

In a statement the firm said: ‘This reported fall in profits was due to an exceptional item. We made a decision last year for a small amount of restructuring within our partnership that, under accounting conventions, required the accelerated recognition of costs that would have otherwise fallen in the next 3 years. Overall, our balance sheet remains healthy and our strong cash position has allowed us to repay surplus capital held in the business and end the year in a strong position.’

These LLP accounts report the offices of Camerons under the UK group, which includes its Cameron McKenna’s UK offices, along with branches in Budapest, Prague, Kyiv, Warsaw, Bucharest, Sofia, Muscat, Beijing, Rio de Janeiro and Dubai. They also account for its share of joint ventures with the CMS grouping of ten European firms in Moscow and Istanbul.

Internationally, the CMS group reported more than €1bn in turnover last year, which the firm stated represented a 8% increase on the previous year.

The falling profitability comes ahead of the firm’s merger with Nabarro and Olswang, set to go live on 1 May, which is expected to give Camerons revenues of around £450m in the UK alone.

Olswang’s latest LLPs revealed the firm cut its bank loan revolving credit facility from £14m to £13m this year. The accounts also showed profit allocated to the highest paid member at the firm for 2016 was £759,000.

Merger partner Nabarro recently reported it had moved to cut its pension deficit ahead of the combination in its LLP filings. The firm more than halved its pension liability from £32m to £12.2m – injecting £4.4m in the last financial year to cut the deficit more quickly.

Meanwhile, turnover for Mayer Brown’s UK LLP dropped by 3% in 2016 to £105m, down from £109m the year previous, while profit per member fell sharply.

The US firm’s highest paid UK LLP member received £1.5m, up from £1.4m in 2015. Average profit per member decreased by 17% to £426,745 for 2016, falling from £515,464.

matthew.field@legalease.co.uk

Legal Business

‘A competitive auction’: Clifford Chance and CMS advise as consortium buys majority of National Grid

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Clifford Chance, CMS Cameron McKenna, Linklaters and Eversheds have advised as National Grid has agreed the sale of its gas pipe network with an enterprise value of approximately £13.8bn to a consortium of bidders.

National Grid has agreed to sell a 61% equity interest in its UK gas distribution business to a consortium including Macquarie Infrastructure and Real Assets, Allianz Capital Partners, Hermes Investment Management, CIC Capital Corporation, Qatar Investment Authority, Dalmore Capital and Amber Infrastructure Limited/International Public Partnerships.

A range of bidders had been mooted throughout the year, including Global Infrastructure Partners, the Abu Dhabi Investment Authority, Fosun International, the CPP Investment Board and a consortium including Ontario Teachers’ Pension Plan and Borealis.

Clifford Chance and Camerons acted for the winning consortium. Camerons’ head of corporate Charles Currier led a team on the deal while Clifford Chance corporate partner Brendan Moylan acted alongside finance partners Michael Bates and Stephen Curtis.

Cleary Gottlieb Steen & Hamilton advised consortium member Qatar Investment Authority with partners  Michael McDonald and Tihir Sarkar taking the lead.

The Linklaters team advising National Grid was led by corporate partners Roger Barron and Jessamy Gallagher. Eversheds also advised the utility company, leading the business separation and supporting the sale with a team led by corporate partner James Trevis.

The property separation aspects of the deal, which includes the transfer of over 15,000 properties, was led by Addleshaw Goddard real estate partners Ian Smith and Cathy Fearnhead co-ordinating other firms, including Eversheds, DLA Piper and Irwin Mitchell. DLA Piper’s team was led by partners Tim Field and Tom Kelsall.

Legal Business understands Freshfields Bruckhaus Deringer advised Fosun on its bid with a team led by international energy and natural resources co-head Laurie McFadden. London private equity head Adrian Maguire and corporate partners Richard Thexton, Alan Wang and Natascha Doll also advised.

Linklaters’ Barron said: ‘It was a very competitive auction, but it shows continued confidence in UK infrastructure assets with an international consortium showing its desire to invest in the UK.’

madeleine.farman@legalease.co.uk

Legal Business

H1 2016/17: Nabarro posts solid financials ahead of 2017 mega merger

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Ahead of its three-way tie-up with CMS Cameron McKenna and Olswang, Nabarro has increased its half-year revenues to £57.5m for the first six months of the 2016/17 financial year, up 2% on the same period last year.

The firm saw strong performances in its disputes division and its business advisory group, which includes its corporate team. The firm also reported a 6% rise in work in progress (WIP) added.

The £57.5m compares to £56.3m in the first six months of 2015/16. In the last financial year, Nabarro posted a revenue rise of 3.5% up to £130.4m. It follows comes amid a steady period of growth for the firm, which had increased its turnover for the last four years.

Nabarro said it had also continued with a rigorous cost-cutting programme to boost its profitability, which has seen profit per equity partner increase 77% over the last four years to£585,000. The firm has also moved to pare back its pension liabilities, cutting its deficit from £31.9m to £12.2m, according to its latest LLP filing for the year ending April 2016.

This solid revenue boost to is well timed for Nabarro ahead of its tie-up with Olswang and Camerons, which is set to go live in May 2017.The three firms confirmed their merger talks in September, with the vote going through in early October.

Nabarro said it was focused on ‘business as usual’ for the second half of its last year as an independent firm. Senior partner Ciaran Carvalho (pictured) said: ‘This is a good performance by Nabarro ahead of our combination next year… It’s an exciting time, but also a challenging time for some, so I appreciate everyone’s ongoing commitment.

‘Our pipeline of work suggests we should be confident about the second half of the year. We are also confident that the pace, planning and precision of the integration process will ensure the combination with CMS and Olswang on 1 May 2017 will deliver more than the sum of its parts for our people, our clients and the new firm.’

matthew.field@legalease.co.uk

Legal Business

CMS, Nabarro and Olswang offer £10,000 to future trainees if they defer

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CMS Cameron McKenna, Nabarro and Olswang, have offered £10,000 to their trainees if they choose to defer for six months, pushing back their start date at the then combined firm to February 2018.

The three firms, which are preparing to merge in May 2017, have said in a joint statement they will honour all training contract offers.

Trainees have also be offered £5,000 towards course fees if they choose to take up a project as part of Camerons’ corporate social responsibility project or wish to study for a postgraduate qualification.

Camerons managing partner Stephen Millar (pictured) said: ‘We are delighted to honour all training contracts and we aim to do so in a way which ensures the best possible experience for all during their training contract, and the broadest possible spectrum of opportunities upon qualification. We are very willing and able to accommodate all future trainees within the intake they originally planned to join.’

Last Wednesday it was confirmed Nabarro and Olswang had signed up to move into Camerons’ heaquarters at Cannon Place, taking on two additional floors in the building.

Camerons currently occupies the 1st, 2nd and 3rd floors of the building in the City, with the lease agreement meaning the firms will take up additional levels on the 6th and 7th floors.

The merger between the three firms was confirmed on 11 October when the three partnerships voted to combine, taking on the CMS branding. The firm will have combined revenues of up to £450m when the combination goes through in May 2017, as well as around £1bn in revenue in the combined CMS network of European firms.

madeleine.farman@legalease.co.uk

Read more: ‘Camerons’ double merger adds up but will it multiply?

Legal Business

UK projects teams earn their stripes as MoD makes key changes to army deal

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Freshfields Bruckhaus Deringer and CMS Cameron McKenna reprised their advisory roles as the Ministry of Defence (MoD) made a £1.1bn extension to the largest accommodation private finance initiative project it has undertaken.

In November the MoD amended its long-running Project Allenby/Connaught contract to include an army basing programme, which will provide new accommodation and improve facilities for soldiers. Negotiations have ensured the original transaction, which had a value of £8bn and was signed in 2006, will continue without disruption.

Legal Business

News in brief – December 2016

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PARTNERSHIPS AT RISK IN AUTUMN STATEMENT

Chancellor Philip Hammond signalled a change to partnership taxation in November’s Autumn Statement, which is expected to impact law firm pay. Hammond said he will shake up profit-sharing arrangements, and according to UHY Hacker Young tax partner Roy Maugham, the government will propose that partnerships must decide their profit-sharing arrangements at the beginning of the tax year rather than at the end, regardless of how individuals perform.