Legal Business

Court rejects landmark application for £14bn class action against MasterCard in Freshfields win

The Competition Appeal Tribunal (CAT) has today (21 July) ruled against certifying one of the first US-style £14bn opt-out consumer damages antitrust class actions, against payment giant MasterCard, in what would have been the UK’s largest claim.

CAT president Mr Justice Roth ruled against allowing the collective proceedings application on grounds that potentially disparate groups of claimants could not form a single class action for the purposes of this claim, regardless of the means of payments used or the retailer from whom the purchase was made.

The judgment is a win for Freshfields Bruckhaus Deringer, which represented MasterCard.

The applicant, former UK chief financial services ombudsman Walter Merricks, sought damages for 46m consumers in the UK relating to MasterCard’s multilateral interchange fees (MIFs) charged to retailers. Quinn Emanuel Urquhart & Sullivan represented Merricks’ claim, funded by Burford Capital for up to £43m, with £10m to cover MasterCard’s costs if the claim failed.

In what would have been the first collective damages action of its kind, Roth ruled that even if loss had been suffered and could be estimated across the whole class, there was no way of ensuring that a class member would receive distribution of an amount compensating any actual loss suffered.

The CAT concluded, however, that if it had allowed the collective proceedings to proceed, it would have authorised Merricks to act as class representative.

The application was one of the first to be filed under the Consumer Rights Act 2015, designed to allow US style ‘opt-out’ group damages claims to be brought in the UK CAT.

The damages claim bid related to consumers who bought purchases over an 18-year class period from 1992 to 2008 and to whom retailers allegedly passed on MasterCard’s MIF overcharges.

The claim, if certified, would have been the first major case under the new framework for class action law suits on behalf of a large number of claimants.

In a statement, Merricks said he was now considering with his advisors and funders if he could appeal. He said he was ‘surprised and disappointed’ that the CAT rejected his application to bring collective proceedings against MasterCard.

‘The new collective action regime was introduced by the Consumer Rights Act to overcome the difficulty for consumers seeking to recover losses from competition law infringements. I am concerned that this new regime, designed to benefit consumers, may never get off the ground’, he said.

‘It is disappointing that the Tribunal determined that even if I could identify accurately the loss suffered by all 46 million consumers, the fact that I could not precisely calculate the individualised loss for each of those 46 million consumers, means consumers should get nothing at all,’ said Merricks.

The case followed an European Commission (EC) probe into MasterCard. Its 2007 decision found MasterCard overcharged MIFs and lacked ‘procompetitive benefits or proven efficiencies’.

Marc Israel, an antitrust partner at White & Case, said: ‘This is a real setback for the collective proceedings regime. This is the second case that has failed, following Dorothy Gibson in the mobility scooters cartel case earlier this year.’

Israel added that the ruling ‘may well deter other potential class representatives from seeking to act on behalf of potential claimants and incurring the time and expense in seeking to become a representative in such cases.’

Covington & Burling partner Elaine Whiteford told Legal Business that ‘from a perspective of funding of claims, the judgment is encouraging as it clarifies a funders’ uplift can be paid from undistributed damages’, one of MasterCard’s arguments, which would have made funding much more difficult had it succeeded.

‘However, given this is a new regime, I am slightly surprised the judge didn’t invite the applicants to provide further detail in the first instance, as it did in the previous application under the new regime.’

Freshfields’ Jon Lawrence told Legal Business that the tribunal accepted ‘that the regime is designed to compensate individuals. In this case there was no way to estimate the loss suffered by any one individual.’

A Freshfields spokesperson described the judgment as ‘an important development for the UK’s collective actions regime,’ adding that ‘additional clarity has been given as the criteria to be satisfied and the evidence required to grant certification of collective actions in the UK. The judgment also addresses the terms of funding arrangements that can be used by those bringing collective actions’.

Quinn partners Boris Bronfentrinker and Kate Vernon, instructed Paul Harris QC of Monckton Chambers and Marie Demetriou QC of Brick Court Chambers.

Freshfields’  Jon Lawrence, Mark Sansom Jonathan Isted, Mark Sansom and Nick Frey, instructed Brick Court’s Mark Hoskins QC, Ben Williams QC, and Tony Singla.

Recent cases rooted in the 2007 EC decision against MasterCard include Sainsbury’s claim against MasterCard in 2016, an antitrust damages action which resulted in a £69m award and substantial interest after the CAT ruled its UK and Irish interchange fees were unlawful.

This year, Humphries Kerstetter also launched a series of new £300m competition damages claims relating to alleged losses against MasterCard and Visa, on behalf of a group of 27 UK high street companies, related to their MIFs, which form part of ‘merchant service charges’ retailers pay banks on card transactions made in store or online.

Earlier this year, however, in a separate claim by a group of UK high street retailers against the company, the High Court ruled that MasterCard’s cross-border interchange fees were lawful, necessary to its business operation and ‘below any objectionable level’, dismissing the £450m damages case. Asda, Morrisons, Arcadia, and Homebase/Argos are currently seeking permission to appeal the judgment.

Georgiana.tudor@legalease.co.uk

Legal Business

‘A new challenge’: Freshfields antitrust veteran Jon Lawrence to leave for Brick Court

Freshfields Bruckhaus Deringer competition litigation head Jon Lawrence is to leave the firm to pursue a career as a barrister at Brick Court Chambers.

Lawrence, who works in the EU dispute resolution group and heads the firm’s competition litigation team, as well as co-leading its cartel skills group.

Lawrence, who has worked at Freshfields for over 30 years, is seeking to join Brick Court in the autumn of 2018 upon successful completion of any pupillage and subject to compliance with any other regulatory requirements.

He will remain at Freshfields until that time, the Magic Circle firm confirmed. It is expected that Lawrence will retain all of his clients and will continue to work on all of his Freshfields mandates until his departure.

Speaking to Legal BusinessLawrence said he ‘needed a new challenge’ and added: ‘I’ve always wanted to do some advocacy. Brick Court is a tremendous set of chambers and if I am able to take up the tenancy in autumn 2018 they will give me the opportunity to do so whilst not letting down my existing clients.’

David Scott, Freshfields’ global practice group leader for dispute resolution told Legal Business: ‘It’s testament to the quality of our partners that they have the opportunity to broaden their careers. Jon’s move offers those clients who are working with him continuity – and of course they also have that from within the outstanding team we have in the firm, which has had a longstanding approach of dual-partnering our cases’. Scott said Lawrence would remain ‘the most highly-regarded competition litigation team in the market.’

Lawrence said that the promotion of competition lawyer Nicholas Frey to partner in March 2017 would fill the void left by his departure, and indicated that there will be more promotions into the practice to compensate.

Among Lawrence’s recent cases is his instruction for MasterCard, fighting an application pending for a £14bn antitrust damages class action on behalf of consumers who used MasterCard credit and debit cards in the UK over a particular period. The case is being brought by class representative and former chief financial services ombudsman Walter Merricks, who is represented by London partner Boris Bronfentrinker at Quinn Emanuel Urquhart & Sullivan.

Volvo-owned Renault has also instructed Lawrence to defend it in a truck cartel claim brought by a host of European truck owners and manufacturers. Volvo/Renault, Daimler, Paccar, Iveco and Volkswagen’s MAN admitted in 2016 to operating a 14 year price cartel and were fined by the European Commission. Claimants such as the Royal Mail and the Road Haulage Association are joining forces to claim damages.

tom.baker@legalease.co.uk

 

Legal Business

Freshfields, Slaughters and Morgan Lewis act as Bertelsmann buys further stake in $3.55bn Penguin Random House

Freshfields Bruckhaus Deringer, Slaughter and May, Morgan Lewis & Bockius and Davis Polk & Wardwell all returned to act as co-owner Pearson agreed to sell a further 22% stake in Penguin Random House (PRH) to Germany’s Bertelsmann, with the UK education company aiming to recapitalise the business to generate net proceeds of around $1bn.

Bertelsmann said the transaction would give it a total 75% stake in the company, valued at $3.55 billion. 

Pearson said that deal was designed to strengthen its balance sheet and return £300m of surplus capital to shareholders under a share buyback scheme, retaining a 25% stake in the consumer publisher to generate further income. 

The firms also led in 2013 when PRH was formed through a £2.4bn tie-up between Pearson’s Penguin Books and Bertelsmann’s Random House, creating the world’s largest book publisher by revenue.

The transaction is subject to approval by the relevant authorities and is expected to close in September.

Freshfields led for Pearson on all UK matters, with a team including M&A partner Simon Marchant and tax partner Paul Davison, both based in London.

Slaughters advised long-standing client Bertelsmann on UK matters, with a team led by M&A partner Craig Cleaver, competition partner John Boyce and tax partner Tony Beare.

Davis Polk & Wardwell advised Bertelsmann in the US on its acquisition of its 22% stake from Pearson, led by New York-based partners Michael Davis, Michael Mollerus, and Frank Azzopardi.

The Morgan Lewis team advising Pearson in the US included New York and Philadelphia-based M&A partners Charles Engros and Benjamin Wills, and New-York tax partner Richard Zarin.

Freshfields, Slaughters, Morgan Lewis and Davis Polk, alongside Cooley, all previously advised on the 2013 deal. Freshfields’ Simon Marchant, Slaughters’ Craig Cleaver and Morgan Lewis’ Benjamin Wills and Charles Engros all led on the transaction at the time.

As Pearson reduces its holding in PRH from 47% to 25% to recapitalise its business, German media company Bertelsmann increased its stake in the joint venture from 53% to 75%. 

Pearson announced earlier this year it would shrink its 47% stake in PRH due to a decline in the FTSE100 company’s revenues, after it issued its fifth profit warning in four years. The $1bn proceeds from this transaction include a planned £300m share buyback to return excess capital.

Bertelsmann operates in 50 countries and includes broadcaster RTL Group, Penguin Random House, Gruner + Jahr, BMG, Arvato, Bertelsmann Printing Group, Bertelsmann Education Group and Bertelsmann Investments. Penguin Random House is comprised of 250 individual publishers.

Georgiana.tudor@legalease.co.uk

Legal Business

‘Broadly satisfied’: Freshfields posts flat revenue after year dominated by efficiency drives

A year after recording the standout financial performance of the Magic Circle, Freshfields Bruckhaus Deringer has posted flat turnover for 2016/17 with a top line of £1.33bn.

The results for the firm follow a 7% revenue increase to £1.327bn in 2015/16, meaning turnover this year has increased by just 0.3%. Net income also dipped by 1% to £612m but profit per equity partner (PEP) increased by 5% to £1.547m, up from £1.473m.

However, Companies House filings this year showed turnover at Freshfields as £40m lower than previously reported revenue figures for 2015/16, with the firm stating that exchange rates were the reason for the discrepancy. Against those numbers, revenue this year is up by 3%.

Freshfields’ co-managing partner Stephan Eilers said: ‘Performance from our perspective is stable. We had a challenging year, particularly on the top line, but we’re broadly satisfied with the outcome. We cannot track – as no one can – in detail how these things develop in a £1.3bn business. This year we lost a number of partners in the upper age bracket through normal retirements – for example, Mark Rawlinson leaving us from Morgan Stanley. The London Stock Exchange/Deutsche Börse deal didn’t go through – so there are elements that we cannot track to a structural element.’

This year’s results are in contrast to Magic Circle rival Linklaters, which became the first of London’s big four to announce its results, posting a record high of £1.44bn in 2016/17, a 10% rise, although the leap was largely due to the strong euro and dollar and the weak pound. PEP increased 8% to £1.51m.

The past twelve months for Freshfields has been driven by a desire to improve efficiency with a number of initiatives. The firm completed the fit out of its low-cost services hub in Manchester which the firm opened in 2015. Six finance partners also left the Magic Circle firm at the end of April with two more losing equity status as Freshfields implemented a restructure of its finance practice.

The firm also offered 180 of its staff voluntary redundancy as part of a London secretarial support staff review, which reduced headcount down to around 160.

In February it was confirmed Freshfields had also signed a new lease in the City at 100 Bishopsgate giving it 255,000 square feet, reducing its London real estate by roughly a third.

Looking ahead, Freshfields plans to cut its 103-strong German partnership by up to 20 partners by 2020. It is also expected almost a quarter of the global partnership will be on the firm’s second-tier lockstep as early as 2020.

‘We combined our Cologne and Düsseldorf offices and we now see quite a lot of integration coming out of Europe,’ Eilers added. ‘We continue to invest in Manchester, which is now close to 600 people. The US platform is an area of investment as well.’

madeleine.farman@legalease.co.uk

Legal Business

Skadden, White & Case, Freshfields, Simpson lead elite firms on Europe’s largest software buyout

Skadden, Arps, Slate, Meagher & Flom and White & Case advised HgCapital as it led a consortium of investors purchasing €4.64bn of stakes in Norwegian software company Visma, in one of Europe’s largest ever software buyouts.

US buyout firm KKR is selling its entire €1.59bn stake in Visma, while private equity firm Cinven is selling 40% of its Visma holdings.

Private equity partners Richard Youle and Katja Butler, left White & Case last month to join Skadden in anticipation of the deal’s announcement. 

White & Case remain advisers to Hg on the debt component of the deal, with a team led by London’s banking partner Colin Harley and Brussels’s antitrust partner Pontus Lindfelt.

The investor group includes Intermedia Capital Group (IGC), Montague, the Government of Singapore Investment Corporation (GIC) and Visma’s management team.

KKR is advised by Simpson Thacher & Bartlett, alongside ABG Sundal Collier, Morgan Stanley, EY and OC&C, while Freshfields Bruckhaus Deringer, in a team led by Adrian Maguire and Victoria Sigeti, advised Cinven.

Ropes & Gray advised new client ICG, led by private equity partner Helen Croke and finance partner Malcolm Hitching, who led on the debt aspects of the deal. 

Linklaters advised Montagu with a team led by financial sponsors co-head Alex Woodward.

Oslo-headquartered Visma provides mission critical accounting, resource planning and payroll software to small and medium-sized businesses in the Nordic and Benelux region.

Before the deal, Hg, Cinven and KKR each owned a third of Visma. Following the deal, Hg will hold 41% of Visma, Cinven will retain a 17% share, while Visma management will hold 7%. The rest of the consortium will hold minority stakes.

Hg initially invested €114.8 million in Visma in 2006, completing a public-to-private de-listing from the Oslo stock exchange valuing the business at £382m at that time. HgCapital subsequently continued to hold a stake in the business over the following eight years, before re-investing again in 2014, alongside both KKR and Cinven, each holding 31.3% of the company at that point.

Between 2006 and 2016, Visma’s revenues grew at a compound annual rate of 17. The company completed more than 120 bolt-on acquisitions over the same period and improved operating margins from 15% to 25%.

Schjødt is advising HgCapital on Norwegian aspects of the deal and Wiersholm for Visma and the management team.

Private equity firms have been increasingly interested in software companies in recent years.

Marco.cillario@legalbusiness.co.uk

Legal Business

‘Remarkable deal’ for tech: King & Spalding, SullCrom line up Delivery Hero’s €1bn IPO

King & Spalding and Sullivan & Cromwell are leading one online food-delivery service Delivery Hero’s planned initial public offering (IPO) €1bn target, with Freshfields Bruckhaus Deringer advising the underwriters. 

The IPO would value Delivery Hero at €4.4bn. The Berlin-headquartered company said it will sell up to 39m shares with pricing set at €22 to €25.50.

Freshfields’ team, acting for the underwriters on the deal, is led by financial institutions global co-head Christoph Gleske.

King & Spalding is advising Delivery Hero on the US law side while Sullivan & Cromwell is acting on German delivery service laws. King & Spalding is advising Delivery Hero on the US law side while Sullivan & Cromwell is acting on German delivery service laws. King & Spalding’s team includes London based-capital markets partner Markus Bauman (pictured) and tax partner John Taylor. 

Sullivan & Cromwell’s Frankfurt based partners Carsten Berrar and Krystian Czerniecki are advising.

The company’s online and mobile platforms reach customers across 40 countries in Europe, the Middle East & North Africa, Latin America and the Asia-Pacific region. Its brands include Pizza.de, Foodora and Foodpanda. The company was set up in 2011.

Bauman told Legal Business: ‘It is a remarkable deal for the tech ecosystem in Europe generally, Berlin specifically. There are any number of push and pull factors that may see these companies go to market or stay private a little bit longer’, he said

‘The wealth of private money that is available to them is one thing that keeps them off the market but many of these companies will find their way over the next few years’ Bauman added.

King & Spalding has been advising Delivery Hero since 2015, when Berlin-based e-commerce group invested $586m in Delivery Hero.

Madeleine.farman@legalease.co.uk

Legal Business

Freshfields to deploy second-tier lockstep for more partners as profit drive continues

As Freshfields Bruckhaus Deringer continues its profitability drive, almost a quarter of the global partnership is expected to be on the firm’s second-tier lockstep as early as 2020.

When the firm introduced the second-tier lockstep around three years ago, less than 10% of the then 400-strong partnership was on the separate track. However, from 2020, the proportion of the partnership on the second lockstep is expected to be a quarter.

Legal Business

‘Much busier than expected’: White & Case and Freshfields advise Alfa Financial Software on IPO

White & Case’s City growth strategy is seeing results with the US firm and Freshfields Bruckhaus Deringer winning places advising Alfa Financial Software on its planned float on the London Stock Exchange. The initial public offering (IPO) is expected to value Alfa at more than £800m.

The float of the company, which specialises in software for the asset finance industry, will be the largest UK tech listing in the past two years. Alfa’s clients include Bank of America, Barclays and Mercedes-Benz.

Legal Business

Dealwatch

SKADDEN PULLS MOODY’S IN €3BN DEAL

Allen & Overy (A&O) and Skadden, Arps, Slate, Meagher & Flom led as Moody’s agreed a €3bn (£2.6bn) deal to buy Dutch data group Bureau van Dijk from Swedish private equity company EQT. Skadden advised Moody’s, alongside Dutch adviser Stibbe, while A&O acted for EQT. Latham & Watkins advised the banks, while Baker McKenzie acted for van Dijk’s managers. Simmons & Simmons is also playing a role, providing employment and pensions advice to Moody’s.

Legal Business

Freshfields to deploy second-tier lockstep for more partners as profit drive continues

As Freshfields Bruckhaus Deringer continues its profitability drive, almost a quarter of the global partnership is expected to be on the firm’s second-tier lockstep as early as 2020.

When the firm introduced the second-tier lockstep around three years ago, less than 10% of the then 400-strong partnership was on the separate track. However, from 2020, the proportion of the partnership on the second lockstep is expected to be a quarter.

Around 100 of the firm’s 425 current partners will be placed on the second-tier ladder, which runs from ten to 30 points alongside the traditional 17.5-50-point ladder. Partners can be moved down the ladder, with some told if they want to stay at the Magic Circle firm they will have to accept the new position, while associates could be told they will be capped at 30 points when they are promoted.

Currently, partners in the firm’s German and Japanese offices, and the finance, employment and intellectual property practices are known to be on the second tier.

One former partner told Legal Business: ‘It’s expected that the firm would evolve to a point where it would be roughly 25%. It really wasn’t “we need to have this number” – the firm didn’t start from a number. It was more the thought about which practice, which markets, or both, couldn’t support the rates which justify higher pay to partners.’

Another former Freshfields lawyer, who was asked to go on the second-tier lockstep, added: ‘Why would you go on the second tier when there are plenty of US law firms and even the accountants coming into the market to give you jobs?’

At the time the second-tier lockstep was approved, Freshfields scrapped its non-equity partner roles and transferred them on to the second ladder, affecting around 35 salaried partners. This increase in equity partner numbers drove down the firm’s profit per equity partner for the 2014/15 financial year by 8% to £1.37m. The change came as Legal Business 100 firms reviewed their partnership models following HMRC rule changes for LLPs. The profitability drive was a result of the firm rejecting the idea of introducing three separate profit pools for the UK/Europe, Asia and the US in 2014.

In May, Legal Business revealed Freshfields is also planning to cut its 103-strong German partnership by up to 20 partners by 2020.

Freshfields declined to comment.

madeleine.farman@legalease.co.uk