Legal Business

Freshfields partner exits following internal conduct probe

In a fresh reverse for Freshfields Bruckhaus Deringer amid the string of disclosures of harassment impacting the profession, a partner at the City giant has exited following an internal investigation.

Nicholas Williams, a partner since 2017 in the Magic Circle firm’s London disputes practice, left the firm on 11 December after the firm launched an internal probe into personal misconduct allegations.

Freshfields said in a statement: ‘We can confirm that following an internal investigation, Nick Williams has left the firm and his last day was 11 December.’

The move comes in the same week Freshfields partnership voted in new enforcement protocols that mean partners who receive a final warning for personal behaviour issues could face an automatic fine equal to 20% of their profit share for 12 months.

The reforms were aimed at curbing harassment of staff and came in the wake of the public embarrassment Freshfields faced in October when the Solicitors Disciplinary Tribunal (SDT) fined former partner Ryan Beckwith £35,000 and ordered him to pay £200,000 in legal costs following a high-profile hearing concerning sexual activity with a junior lawyer in his team.

A firm-wide programme to improve culture and behaviour has also resulted in a set of principles – ‘Show respect, be there for one another, be positive role models, and be open with one another’ – as a means of tackling these problems.

As legal regulators make a concerted push to clamp down on toxic working practices and unethical behaviour, there is no sign that the string of #MeToo allegations against major law firms is abating.

A prosecution of Baker McKenzie’s former City head Gary Senior is currently before the SDT revolving around allegations of harassment towards a junior associate.

nathalie.tidman@legalease.co.uk

For more on the #MeToo problem in the legal profession, read: ‘Full disclosure – How to resolve the profession’s #MeToo problem

Legal Business

Freshfields partnership votes in misconduct penalty as #MeToo continues to overshadow the industry

The partnership of Freshfields Bruckhaus Deringer has voted in sweeping reforms to its handling of misbehaviour, including financial penalties, as the #MeToo fallout continues to plague the profession.

The move to establish a conduct committee followed a consultation and  implements new enforcement protocols that mean partners who receive a final warning about their behaviour could face an automatic fine equal to 20% of their profit share for 12 months. The model is similar to those that have been successfully rolled out elsewhere in professional services, such as accountancy and consultancy firms.

The new rules will require changes to the firm’s members’ agreement. The objectives are: ‘aligning the firm’s partner conduct and disciplinary process across the firm; supporting the objectives of the culture and behaviour programme; and meeting the expectations of our clients and regulators’.

Freshfields will establish a conduct committee – a subcommittee of the partnership council – to oversee investigations and decide outcomes.

The members’ agreement will also be updated to differentiate between forced retirement for misconduct reasons and other reasons including underperformance, enabling the partnership council to suspend a partner who is the subject of an investigation.

The reforms came in the wake of the public embarrassment Freshfields faced in October when the Solicitors Disciplinary Tribunal (SDT) fined former partner Ryan Beckwith £35,000 and ordered him to pay £200,000 in legal costs following a high-profile hearing concerning sexual activity with a junior lawyer in his team.

Beckwith was suspended last December and resigned in October after the tribunal found he knew or ought to have known that the junior member of staff was intoxicated and her judgement impaired and that he knew or ought to have known that his conduct was inappropriate.

The tribunal found Beckwith’s behaviour was in breach of principles two and six of the solicitors’ code of conduct, requiring solicitors to ‘act with integrity’ and ‘behave in a way that maintains the trust the public places in you and in the provision of legal services’.

Freshfields’ protocol will include guidance on what constitutes improper behaviour and provide clarity on what circumstances will be considered to mitigate an outcome, and what are aggravating factors.

A firm-wide programme to improve culture and behaviour has also resulted in a set of principles – ‘Show respect, be there for one another, be positive role models, and be open with one another’ – as a means of tackling these problems.

At the time of the consultation, Senior partner Edward Braham said: ‘We are committed to improving behaviour and inclusiveness. For more than a year we have been running a global behaviours programme to drive culture change, which includes reviewing and adjusting our HR processes, governance and systems across the firm. We want to ensure that positive behaviour is consistently valued and that inappropriate behaviour is called out and acted upon. The plans for a conduct committee and protocol are part of this ongoing programme across the firm.’

The #MeToo spotlight earlier this month became trained on Baker McKenzie’s former London managing partner Gary Senior and the firm itself, with Senior admitting to the SDT that his behaviour after a firm event in 2012 amounted to sexual harassment towards a junior associate, but maintaining he did not believe at the time that his advances were unwanted.

Meanwhile, Bakers stands accused of ‘collective failure’ for the way it handled the allegations, with the firm’s former litigation partner, Tom Cassels, and former HR head, Martin Blackburn, are also facing prosecution for their roles in leading the initial investigation into Senior’s misconduct. The case was adjourned after Blackburn fractured his hip and is set to resume on Monday 16 December.

Nathalie.tidman@legalease.co.uk

Legal Business

Deal View: Freshfields silences critics with four-piece Cleary team but can it keep up the pressure on Wall St?

‘Supercharging it’ and ‘pretty wild’ are not superlatives usually cropping up on your average conference call with Freshfields Bruckhaus Deringer. If the conversation with Ethan Klingsberg (pictured), the Wall Street M&A star that led a four-partner team exit from Cleary Gottlieb Steen & Hamilton, was not very Freshfields, Edward Braham’s unrestrained enthusiasm for the hires when the news broke in October was similarly striking for the unfailingly understated senior partner. Reinforcing how much Freshfields had riding on this, Braham was in New York personally supervising the move upon announcement.

Even critics of Freshfields’ slow-and-steady US strategy are applauding the Cleary haul – the prominent M&A veteran Klingsberg, Meredith Kotler, Pamela Marcogliese and Paul Tiger – as the kind of daring statement that has been previously missing. ‘I admire them for having a go,’ admits one ex-partner, now at a US firm, expressing the consensus view.

Legal Business

Freshfields fuels New York M&A growth with four more Cleary lawyers

Freshfields Bruckhaus Deringer has added four more lawyers to its ten-partner Wall Street M&A team, with three counsel and one associate joining the City firm from Cleary Gottlieb Steen & Hamilton.

The move announced today (5 December) comes just over a month after the firm hired Cleary M&A veteran Ethan Klingsberg and partners Meredith Kotler, Pamela Marcogliese and Paul Tiger, in what it hopes will amount to a breakthrough for its US business after years of struggle.

Andrea Basham, Elizabeth Bieber and Zheng Zhou are joining Freshfields as counsel, while Chase Lax will move to Freshfields as an associate.

The additions continue what is the most significant US transactional investment for the firm since the 2014 hire of former Fried, Frank, Harris, Shriver & Jacobson senior partner and head of global capital markets Valerie Ford Jacob along with two other corporate partners – Michael Levitt and Paul Tropp. Peter Lyons, Shearman & Sterling’s former global public M&A head, arrived the same week, with the firm willing to pay select recruits above the top of its lockstep.

Recent US mandates out of Freshfields’ New York office included advising Starbucks Corporation on the $7.15bn sale of its Consumer Packaged Goods and Foodservice business to Nestlé, Novartis on the $5.3bn acquisition of the assets associated with Xiidra, and the London Stock Exchange Group on the $27bn acquisition of Refinitiv from Blackstone.

The latest New York transactional push comes at a time when Freshfields is gearing up to elect new leadership amid a wider debate about its US practice. There has been speculation that senior partner Ed Braham, who took a personal hand in the hires, might use them as ammunition to consider another run at the role, but an influential camp has been arguing for a new approach. Among the names floated is Helmut Bergmann, the German managing partner of continental Europe, as part of a reformist leadership team including figures like Alan Mason, David Sonter and Claire Wills.

marco.cillario@legalease.co.uk

Legal Business

Freshfields recruits Linklaters’ alternative legal services head as chief operating officer

Linklaters’ global head of alternative legal services has quit just months into his role to become chief operating officer at Freshfields Bruckhaus Deringer.

Mark Higgs (pictured), the former head of Ashurst Advance who was hired by Linklaters in April to spearhead its flexible lawyering platform, Re:link, is joining Freshfields in December. He had been chief operating officer of Re:link and became global head of alternative legal services at Linklaters in October.

In a statement, Linklaters said Higgs had joined to the firm to support the launch of the firm’s flexible resourcing platform. Linklaters director of legal operations Stewart Chippindale will continue to provide senior leadership and strategic direction for alternative resourcing, including Re:link, innovation and knowledge & learning.

The firm said: ‘Since launch, Re:link has significantly surpassed its client and consultant targets and its experienced team will continue to provide our clients and our practices with market leading support. We thank Mark for his help on the project.’

At the time of his appointment at Linklaters, Higgs told Legal Business: ‘I have been speaking with Gideon [Moore, managing partner] and members of the board throughout 2018 as they shaped their idea. To join a firm like Linklaters to launch and lead a new area was a one-off opportunity.’

Claire Wills, Freshfields’ London managing partner, commented: ‘We’re delighted to have Mark on board at what is an incredibly exciting time for the London office, as we prepare for our move to 100 Bishopsgate. His experience will be invaluable in helping us drive forwards our business and operations strategy.’

For Freshfields, the hire is another signal of its intent to increase its firepower on both sides of the Atlantic following the hire last month of a four-partner M&A team in Wall Street from Cleary Gottlieb Steen & Hamilton.

The team – led by prominent M&A veteran Ethan Klingsberg and including partners Meredith Kotler, Pamela Marcogliese and Paul Tiger – is viewed as a trophy acquisition for Freshfields’ US corporate offering, which has struggled to gain momentum in recent years.

It follows the departure, however, of the Manchester-based global head of service and transformation who became chief information officer last December, Jon Grainger, to Slater and Gordon as chief information officer last month.

Elsewhere, the former chief executive of Peerpoint, Allen & Overy’s new law operations, Richard Punt quit the Magic Circle firm for Thomson Reuters in January.

nathalie.tidman@legalease.co.uk

Legal Business

Deal watch: Simpson Thacher conjures Blackstone and Alibaba mandates as Linklaters and CC lead on British Steel takeover

Simpson Thacher & Bartlett has picked up two high-profile mandates advising Blackstone on the acquisition of MagicLab alongside the Hong Kong listing of Chinese ecommerce giant Alibaba.

Elsewhere, Linklaters and Clifford Chance (CC) led on Chinese steelmaker Jingye Steel and Iron’s acquisition of British Steel.

Alibaba this week said it was set to raise up to $13.4bn in a secondary listing in Hong Kong, including an international offering of 487.5m ordinary shares and a Hong Kong public offering of 12.5m ordinary shares.

Simpson Thacher is advising Alibaba with a team led by Chris Wong and Daniel Fertig in Hong Kong. Chinese firm Fangda Partners is also advising the group on legal matters pertaining to Chinese law.

Freshfields Bruckhaus Deringer, meanwhile, is advising the underwriters with a team led by M&A partners Teresa Ko, Calvin Lai and Xu Jason. King & Wood Mallesons is advising the underwriters on Chinese law.

Earlier in the week, Jingye Steel agreed to acquire British Steel’s steelworks in Scunthorpe, UK mills at Teeside Beam Mill, Skinningrove and its subsidiary businesses in France and the Netherlands. Following months of uncertainty, the sale is said to have saved 24,000 jobs in the UK. Jingye is planning on investing £1.2 billion over the next decade as well as upgrading plants and machinery.

Linklaters advised Jignye with a team led by London corporate partners Chris Staples and Hugo Stolkin, Hong Kong partner Crystal Chen and restructuring and insolvency partner Matthew Harding.

Staples commented: ‘This is a landmark deal with Jingye’s commitment to significant investment in British Steel ensuring the long-term future of the business.’

The official receiver and special managers of British Steel were advised by CC, with partners Philip Hertz, David Lewis, Nick Rees and Iain White in London leading on the transaction. Paris partner Laurent Schoenstein and Amsterdam Partner Greg Crookes led on the sale of British Steel France Rail Holdings and the sale of FN Steel.

Jingye is a multi-industry group specialising in steel and iron as well as in powder metallurgy, 3D printing, tourism, hotels, and real estate. It distributes to 80 countries, producing 15 million tonnes of steel a year for an annual turnover of about £10bn.

The deal, signed on 10 November 2019, is subject to conditions such as regulatory approvals and employee consultation procedures.

Simpson Thacher also won a mandate advising Blackstone on its proposed acquisition of a majority stake in MagicLab for the value of approximately $3bn.MagicLab owns and operates dating and social networking apps including Badoo, Bumble, Chappy and Lumen. Founder and CEO Andrey Andreev is selling his stake and stepping down from his role as CEO and will be replaced by Whitney Wolfe Herd.

The Simpson Thacher team was led by M&A partner Anthony Vernace and included M&A partner Robert Langdon and corporate partner Clare Gaskell.

Baker McKenzie is advising the majority shareholders of MagicLab. The team is led by M&A partner David Scott and includes partners Leif King and Lawrence Lee in Silicon Valley.

Scott commented: ‘MagicLab is a fantastic business, with terrific brands and huge potential. The Blackstone acquisition is a great opportunity to further develop the platform. It’s been a real pleasure to partner with Andrey and the MagicLab team on this one.’

The deal is expected to close early next year.

Finally, Latham & Watkins advised Interswitch and its shareholders on a partnership with Visa. Visa will acquire a minority equity stake in the business which is valued at $1bn, making it one of the most valuable African Fintech businesses.

The team was led by London corporate partners Kem Ihenacho and Linzi Thomas and included partners James Inness and Christian McDermott. A Morrison & Foerster team led by London corporate partner Andrew Boyd advised Visa. The transaction is subject to regulatory approval.

muna.abdi@legalease.co.uk

Legal Business

Beckwith ruling a wake-up call for profession as regulators close in on #MeToo complaints

Ruling sends strong message but Nathalie Tidman finds unease over watchdog’s shifting remit

October’s prosecution of Freshfields Bruckhaus Deringer partner Ryan Beckwith highlights awkward truths for the profession as regulators increasingly target claims of harassment and sexual misconduct in law. The ruling on 10 October, the most high-profile scalp yet after a string of embarrassing post-#MeToo disclosures for the UK legal profession over the last 18 months, has already produced a bout of soul searching across the City along with many lurid headlines.

Legal Business

Freshfields secures trophy four-partner US deal team as debate over leadership continues

In what it hopes will signal a breakthrough for its US business, Freshfields Bruckhaus Deringer has secured the hire of a four-partner M&A team in Wall Street from Cleary Gottlieb Steen & Hamilton.

The hire of the team – led by prominent M&A veteran Ethan Klingsberg and including partners Meredith Kotler, Pamela Marcogliese and Paul Tiger – will be seen as a trophy acquisition for Freshfields’ US corporate offering, which has struggled to gain momentum in recent years.

Senior partner Edward Braham (pictured) took a personal hand in the hires, which come after mounting calls from influential City partners for Freshfields to step up its efforts in the vast US deal market. While Cleary is still best known for securities and antitrust work in New York, the group will be viewed as  more-than-credible additions from a prestigious M&A stable.

It is the most significant US transactional move since the firm made its first substantive foray into New York corporate in 2014 when it secured the hire of former Fried, Frank, Harris, Shriver & Jacobson senior partner and head of global capital markets Valerie Ford Jacob along with two other corporate partners – Michael Levitt and Paul Tropp. The arrival of Peter Lyons, Shearman & Sterling’s former global public M&A head, the same week and the willingness to pay select recruits above the top of its lockstep were signals that Freshfields meant business.

The hires will also go some way to answering questions over Freshfields’ succession in New York once managing partner Lyons retires, with the 55-year-old Klingberg taking over Freshfields’ US corporate practice.

Braham told Legal Business: ‘We have been growing in the US for 20 years. We are top tier in antitrust, white collar enforcement and arbitration. We started building out the US M&A practice five years ago and these hires take us squarely into the top-tier of the US M&A market.’

Braham pointed to the strong cultural fit of the new team: ‘It feels like they’ve been partners here forever. They have fabulous practices and are aligned in terms of practice, culture and ambition. This is a unique proposition.’

Klingsberg set out his reasons for joining the City giant: ‘The thing that attracted me to Freshfields is that it is structured and focused strategically. They insist on being number one for M&A. They’ve shown it in other areas and pursued it relentlessly.’

‘I have a big client base in the Bay Area, clients including Google and Levi Strauss,’ Klingsberg added. ‘We are going to continue to leverage our reputation in the area.  There are no other firms focused there with such a strong antitrust practice. This is not an ordinary course to lateral development. This is pretty wild.’

The London-born firm has secured recent US mandates out of New York including advising Starbucks Corporation on the $7.15bn sale of its Consumer Packaged Goods and Foodservice business to Nestlé, Novartis on the $5.3bn acquisition of the assets associated with Xiidra, and the London Stock Exchange Group on the $27bn acquisition of Refinitiv from Blackstone.

The additions come at a key moment for Freshfields, which is gearing up to appoint new leadership amid a wider debate about its strategic focus in general and its US practice in particular. There has been some speculation that the trophy team hire could provide capital for Braham to consider another run at the senior partner role.

However, an influential camp has been arguing for a new approach, with talk in recent weeks still focusing on a run for senior partner from Helmut Bergmann, the Berlin-based managing partner of continental Europe. Bergmann has been touted as part of a reformist leadership team including figures like Alan Mason, David Sonter and Claire Wills. Braham refused to comment on his intentions regarding leadership, insisting the team hires were ‘utterly unrelated’.

nathalie.tidman@legalease.co.uk

For an in-depth look at Freshfields, see our cover feature from July

Legal Business

Tip of the iceberg: Beckwith prosecution sparks Freshfields misconduct and financial penalty clampdown

Freshfields Bruckhaus Deringer has ushered in radical reforms to handling misbehaviour, including financial penalties, as the #MeToo fallout intensifies following former partner Ryan Beckwith’s prosecution for sexual misconduct.

The move sees a conduct committee established and new enforcement protocols which mean partners under internal investigation will receive a final warning about their behaviour and face an automatic fine equal to 20% of their profit share for 12 months.

The reforms come following the very public embarrassment Freshfields faced in the month that the Solicitors Disciplinary Tribunal (SDT) fined former partner Ryan Beckwith £35,000 and ordered him to pay £200,000 in legal costs following a high-profile hearing concerning sexual activity with a junior lawyer in his team.

The new rules are being implemented through a draft consultation and would require changes to the firm’s members’ agreement. The objectives are: ‘aligning the firm’s partner conduct and disciplinary process across the firm; supporting the objectives of the culture and behaviour programme; and meeting the expectations of our clients and regulators’.

Freshfields would establish a conduct committee – a subcommittee of the partnership council – to oversee investigations and decide outcomes.

The members’ agreement would also be updated to differentiate between forced retirement for misconduct reasons and other reasons including underperformance, enabling the partnership council to suspend a partner who is the subject of an investigation.

Beckwith was suspended last December and resigned this month [10 October] after the tribunal found he knew or ought to have known that the junior member of staff was intoxicated and her judgement impaired and that he knew or ought to have known that his conduct was inappropriate.

The tribunal found Beckwith’s behaviour was in breach of principles two and six of the solicitors’ code of conduct, requiring solicitors to ‘act with integrity’ and ‘behave in a way that maintains the trust the public places in you and in the provision of legal services’.

Freshfields’ protocol will include guidance on what constitutes improper behaviour and provide clarity on what circumstances will be considered to mitigate an outcome, and what are aggravating factors.

Senior partner Edward Braham said: ‘We are committed to improving behaviour and inclusiveness. For more than a year we have been running a global behaviours programme to drive culture change, which includes reviewing and adjusting our HR processes, governance and systems across the firm. We want to ensure that positive behaviour is consistently valued and that inappropriate behaviour is called out and acted upon. The plans for a conduct committee and protocol are part of this ongoing programme across the firm.’

#MeToo-related problems have become a constant for the legal industry, with further disciplinary hearings relating to sexual misconduct concerning former City head of Baker McKenzie, Gary Senior, and Allen & Overy employment partner Mark Mansell both set to appear before the SDT in December. The former case involves allegations against Senior, while Mansell’s hearing focuses on the wording of a controversial non-disclosure agreement the A&O lawyer drafted for Harvey Weinstein back in 1998 concerning claims of harassment made against the film producer. It is inevitable other City firms will be forced to follow Freshfields’ lead.

nathalie.tidman@legalease.co.uk

Legal Business

Dealwatch: Kirkland and Slaughters lead on £3.1bn Sophos take-private as Fried Frank advises on €11bn Permira final close

Continuing the recent trend for high-value take-private deals, the £3.1bn buyout of UK cybersecurity company Sophos Group Plc has prompted lead mandates for Slaughter and May and Kirkland & Ellis as a transatlantic team from Fried, Frank, Harris, Shriver & Jacobson advised Permira on the €11bn final close of its seventh buyout fund.

Oil & gas deals have also kept City teams busy with White & Case, Freshfields Bruckhaus Deringer and Mayer Brown all fielding teams on lead mandates.

European private equity giant Permira yesterday (16 October) announced it had reached its hard cap on the fund – Permira VII (P7) – with commitments from new and existing investors. Fundraising started in January for the fund, which will invest in the key sectors of technology, consumer, financial services, healthcare, industrial tech and services.

The Fried Frank team was led by corporate partners Richard Ansbacher (Washington, DC) and Kenneth Rosh (New York), and included London corporate partners Sam Wilson, Gregg Beechey and Mark Mifsud, as well as tax partner David Shapiro and executive compensation & ERISA partner Jeffrey Ross in New York.

Kirkland & Ellis advised Surf Buyer Limited, a newly-formed company owned by funds managed by US private equity player Thoma Bravo, on its buyout of the Oxfordshire-based Sophos Group.

The recommended cash acquisition means that Sophos shareholders will be entitled to receive $7.40 in cash per share.

Following the announcement of the buyout on Monday (14 October), Sophos share prices spiked 37% and shares were trading at 571.4 pence. The company listed on the London Stock Exchange in 2015.

The Kirkland team was led by London M&A partners David Holdsworth, David Higgins and David D’Souza and Chicago M&A partners Gerald Nowak, Corey Fox, Bradley Reed and Amelia Davis, as well as Chicago debt finance partners Francesco Penati and Maureen Dixon and London debt finance partners Kirsteen Nicol and Stephen Lucas.

Holdsworth told Legal Business: ‘We have been very active on UK P2Ps in 2019 having acted on Merlin, Inmarsat and EI Group. We expect this trend to continue into 2020.’

Slaughter and May is advising Sophos with a team led by London corporate partners Steve Cooke and Robert Innes and also including competition partner Will Turtle, employment and share schemes partner Phil Linnard and tax partner Gareth Miles.

Innes told Legal Business: ‘I think the share prices steadily going up since spring this year has recovered people’s confidence in the company. The premium they’ve offered is a de-risking of that recovery for shareholders.’

‘We’re seeing quite a lot of private equity money and a return to public-to-private in the last two years. Private equity companies are seeing value in UK stocks. I think there’s also consolidation within the tech sector as well,’ Innes added.

The deal is expected to close in the first quarter of 2020.

Meanwhile, White & Case advised West African oil operator Seplat Petroleum Development Company on its acquisition of Aberdeen-based and London-listed oil and gas company Eland Oil & Gas Plc for £382m. An agreement was reached with Seplat Petroleum on a recommended cash acquisition for its entire share capital.

The White & Case team was led by partners Allan Taylor, Mukund Dhar and Philip Broke.

Taylor told Legal Business: ‘The Eland assets are adjacent to Seplats’ assets in the Niger delta in Nigeria. Seplat is a company that has greater scale with a focus on being a leading independent Nigerian operator. For a number of businesses, the ability to produce assets that operate in a viable scale and picking up small individual assets in a non-strategic manner isn’t viewed as efficient by stakeholders.’

A Mayer Brown team led by corporate and securities partners Kate Ball-Dodd and Rob Hamill advised Eland.

Elsewhere, Freshfields advised Neptune Energy on its acquisition of Edison E&P’s UK and Norwegian producing, development and exploration assets from Energean Oil & Gas. The deal included a conditional agreement of $250m cash with additional cash contingent consideration of up to $30m.

The Freshfields team was led by partners Samuel Newhouse and Graham Watson. The team also advised Neptune Energy on its acquisition of ENGIE E&P in February 2018.

A White & Case team led by London partners Allan Taylor and Richard Jones along with support from partners Peita Menon (London) and Veronica Pinotti (Milan) advised Energean Oil & Gas.

Taylor told Legal Business: ‘The strategy is to focus on being the leading E&P business in the Mediterranean. They’ve identified what they consider as non-core assets and these included the Nordic assets. They are following up on their strategy for the disposal of their non-core assets.’

The firm also advised Energean earlier this year on its acquisition of Edison E&P for $750m. The acquisition is dependent on Energean completing its proposed acquisition of Edison E&P.

muna.abdi@legalease.co.uk