Gibson, Dunn & Crutcher’s appointment of Herbert Smith Freehills’ (HSF’s) capital markets duo Steve Thierbach and Chris Haynes is an important step in building the firm’s English law transactional capability.
Thierbach, who was HSF’s global markets chief, is one of the City’s most established capital markets lawyers. His hire, along with corporate partner Haynes, comes as part of Gibson Dunn’s wider corporate play in London.
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Herbert Smith Freehills’ global capital markets chief, Steve Thierbach, is set to leave the firm for Gibson Dunn & Crutcher as part of a double swoop by the US firm, with capital markets partner also Christopher Haynes departing, HSF has confirmed.
Thierbach is one of the City’s most respected capital markets lawyers and his exit to Gibson Dunn alongside Haynes is part of the US firm’s private equity play in London. The pair’s arrival will add finance weight to Gibson Dunn and allows the firm to push on from its raid on Ashurst last year of private equity trio Charlie Geffen, Mark Sperotto and Jonathan Earle. For HSF, the exit of Thierbach and Haynes is seen as a major blow.
A dent to HSF’s ambition of developing a stronger corporate brand, the duo’s exit to Gibson follows a steady depletion of the firm’s City capital markets team. Jim Wickenden, who Thierbach succeeded as capital markets chief, departed for Allen & Overy in late 2012 and Alex Bafi, who sat on the firm’s partnership council, left at the start of this year to join Clifford Chance. Their exits leave English-qualified Charles Howarth as HSF’s most senior capital markets partner at a time when US finance is increasingly being used to back European M&A.
US-qualified Thierbach joined HSF five years ago in a rare lateral hire from Linklaters, where he founded the Magic Circle firm’s US securities practice and subsequently headed its US practice in London. He started his career at Sullivan & Cromwell.
Thierbach mainly worked on the banking side of capital markets mandates, rather than the corporate end, and has been instructed by a string of banks on recent IPOs, including online takeaway company Just Eat’s float in April 2014.
Haynes, while a more junior partner, has built a strong reputation and was seen as Thierbach’s heir apparent for the head of capital markets role. Barclays and Deutsche Bank are among his biggest clients, with Haynes handling Sky’s £1.36m share issue as HSF represented the media firm on its acquisition of Sky Deutschland and Sky Italia for £7bn last year to create a pan-European pay-TV giant.
Scott Cochrane, HSF’s UK head of corporate thanked the pair for their contribution to HSF’s capital markets practice. He said: ‘HSF has a longstanding commitment to serving clients with a top-tier global capital markets practice which complements our eminent global M&A offering. We are committed to continuing the growth of the practice.’
tom.moore@legalease.co.uk
US duo Gibson, Dunn & Crutcher and Weil, Gotshal & Manges have won key roles on the headline merger of Willis Group Holdings, one of the world’s oldest insurance broker, and human resources consultancy Towers Watson, for $18bn.
On completion of the merger, Willis shareholders will own 50.1% and Towers Watson’s 49.9% of the combined company, named Willis Towers Watson. Under the agreement, companies will combine in an all-stock merger-of-equals deal valued at $18bn, which was unanimously approved by the board of directors of each company.
Gibson Dunn advised long-standing client Tower Watson with Washington DC-based corporate partner, co-chair of the firm’s M&A practice, and relationship manager Stephen Glover leading the team, alongside tax partner Art Pasternak, partner Michael Collins for employee benefits and partner Adam Di Vincenzo on antitrust.
The deal also saw partners advise from the firm’s London and New York offices with London corporate chair Charlie Geffen (pictured) plus corporate partners Nigel Stacey and James Barabas, while head of the competition Ali Nikpay also advised on the deal out of the City. New York tax partner Jeffrey Trinklein advised on tax issues.
‘This is a fantastic example of the kind of deals we want to be working on,’ Stacey told Legal Business. ‘The structuring on this deal was complex. Clients, in particular banks, understand that they want one law firm that can advise on all aspects of the deal.’
Weil Gotshal represented Willis, with corporate chairman Michael Aiello and corporate partner Matthew Gilroy handling the matter in New York, alongside London-based corporate partner Peter King. Matheson also advised Willis on legal matters. Debevoise & Plimpton was advising Perella Weinberg Partners, as financial adviser to Willis, led by corporate partner and co-head of the firm’s M&A group Gregory Gooding out of New York.
Domiciled in Ireland, the combined company will house around 39,000 employees in over 120 countries.
jaishree.kalia@legalease.co.uk
Last week saw both international firms making strategic moves in the City and at a national level several key hires, with Gibson Dunn & Crutcher hiring from Kirkland & Ellis, Baker & McKenzie bolstering its tax offering with a recruit from EY, Howes Percival appointing a new head of planning from Eversheds and DWF turning in-house to build its national nuclear energy team.
Debt finance specialist Philip Crump has joined Gibson Dunn’s London office from Kirkland, teaming up with old colleague Stephen Gillespie, who joined Gibson from Kirkland in December 2014 and now serves as co-chair of the firm’s global finance practice group.
The latest exit from Kirkland, Crump has focused on multi-jurisdictional leveraged buyouts in Europe, particularly for private equity sponsors. Before moving to Kirkland in 2007, he was at Shearman & Sterling’s London office having joined from Russell McVeagh, a leading New Zealand law firm.
‘Philip is a superb technical lawyer, who is highly regarded by clients for his strong commercial sense,’ said Gillespie. ‘He has a broad and flexible finance practice that is well-suited to respond to the evolving European debt markets. His particular strengths in acquisition financings for LBOs, distressed and restructurings, and lending transactions for non-bank alternative asset managers are complementary to offerings of our London team.’
Meanwhile, Bakers has bolstered its London tax practice with the hire of principal tax-adviser Kate Alexander from Big Four accountancy firm EY where she was head of markets for the international tax services group. Her appointment in the partner-equivalent role follows the firm’s hire of EY partner Mark Bevington in November 2013.
Commenting on the hire, Baker’s London head of tax, Alex Chadwick said: ‘As with previous hires from the Big 4, Kate’s arrival significantly enhances our offering to large UK and multinational clients at a time when corporate tax has never been more prominent on the board agenda.’
Outside of the City, Howes Percival has appointed Eversheds’ Paul Wootton as partner and head of the firm’s planning team. Wootton, who was head of Eversheds’ planning and energy and natural resources teams, has advised on some of the largest regeneration projects in the UK, including the London Development Agency regarding the Olympics and the Covent Garden Market Authority on the redevelopment of the Nine Elms area.
Finally, the expansive DWF has looked in-house for another hire this week, recruiting EnergySolutions’ former general counsel (GC) and company secretary Simon Stuttaford as partner in the firm’s nuclear energy offering. In his role as GC Stuttaford worked on a number of high profile projects across the UK and Europe including decommissioning nuclear sites, transporting nuclear material and cleaning-up legacy nuclear installations.
Commenting on his new role, Stuttaford said: ‘DWF has a cutting-edge energy team that is making a real impact in the sector, and their strong client base and ongoing investment in the team has positioned them for further growth. I look forward to seeing how we can deepen relationships with existing clients and further develop the services we can provide.’
kathryn.mccann@legalease.co.uk
A four-partner team from Holman Fenwick Willan (HFW) has spearheaded ACE’s high-profile purchase of Nat Rothschild’s stake in troubled Indonesian coal miner Asia Resource Minerals with Gibson, Dunn & Crutcher acting for the British financier and Ashurst for Indonesia’s Widjaja family.
An investment vehicle for Hong Kong-based asset manager Argyle Street Management, ACE takes Rothschild’s 17.2% stake in the London-listed company just five years after he founded it with Indonesia’s politically influential Bakrie family. Rothschild, who has vowed to never invest in Indonesia again after years of attempting to wrestle back control of the company and a costly litigation process to recover $173m allegedly misappropriated by former shareholders, nets £23m from the sale. A long-time adviser, Gibson Dunn’s City corporate partner Nigel Stacey was instructed by Rothschild on the deal.
The Singapore and London offices of HFW are advising both Argyle Street Management and its bid vehicle, ACE, on its proposed all cash offer of Asia Resource Minerals. The HFW team was led by Singapore M&A partner Brian Gordon, as well as London-based corporate finance partner James Lewis and corporate partners Nick Hutton and Jayson Marks. Ashurst advised the Widjaja family, which is also involved in ACE, on the deal.
ACE paid Rothschild 56p per share, a 52% premium on Asia Resource Minerals’ share price. The company’s board has recommended the ACE offer which values the company at more than $200m.
The scandal hit company, renamed from Bumi to Asia Resource Minerals following the bitter feud between Rothschild and the Bakrie family, was probed by the SFO in 2013 over a missing £48m linked to former director Rosan Roeslani.
Brian Gordon, HFW corporate partner, said: ‘The deal, which is yet to close, has involved considerable interaction with the UK Takeover Panel and a number of interested parties. Investor appetite for the Indonesian coal sector is currently strong, and with some Indonesian miners posting an impressive return on equity exceeding 20% it is clear to see why. Nonetheless, the requirements of bodies like the UK Takeover Panel must be adhered to in order to capitalise on this commercial benefit.’
tom.moore@legalease.co.uk
The US Department of Justice (DoJ) yesterday afternoon announced that five major banks have made a collective settlement of $5.7bn (£3.6bn) to bring a close to investigations which have seen a raft of firms pick-up work including Gibson, Dunn & Crutcher and Clifford Chance.
Bringing the investigations to a close yesterday was the DoJ’s announcement that four financial institutions, Citigroup, JPMorgan Chase, The Royal Bank of Scotland and Barclays, all pleaded guilty to felony antitrust violations, and agreed to pay criminal fines totalling more than $2.5bn – the largest set of antitrust fines ever obtained in the US. The fifth, Swiss bank UBS which is represented by Gibson Dunn, will plead guilty to rigging benchmark interest rates and will pay $545m.
The quintent plus Bank of America also reached a $1.8bn settlement with the Federal Reserve Board regarding its investigations while there were also settlements with the Commodity Futures Trading Commission and the New York State Department of Financial Services.
Represented by Clifford Chance during the investigations, Barclays was fined the most and agreed to pay a combined total of £1.5bn. The fines imposed are covered by existing provisions of £2bn, including those taken by Barclays in its Q1 2015 results. It was further announced by the UK’s Financial Conduct Authority (FCA) that it has imposed a £284m fine on Barclays for ‘failing to control business practices in its foreign exchange business in London’, constituting one of the largest financial penalties ever imposed by the FCA or its predecessor the Financial Services Authority.
Mandates that have so far arisen in the UK regarding Forex probes include for Freshfields Bruckhaus Deringer, Stephenson Harwood and Travers Smith. Freshfields is advising Deutsche Bank while Stephenson Harwood litigation partners Tony Woodcock and Sara George are representing individuals working for financial institutions in connection with the scandals.
Travers, meanwhile, was appointed in March 2014 to review the Bank of England’s conduct in the affair, with Lord Grabiner QC appointed by the bank’s oversight committee to run an independent assessment of its actions.
It follows the settlement made by other banks with the FCA in November for failure to stop traders from foreign exchange market rigging, in which HSBC, Royal Bank of Scotland, and US banks JP Morgan Chase and Citibank, were all collectively fined.
However, the settlement is likely not to be the end of the saga with the conclusion of illegal activity now potentially generating forex-related claims in the UK that are predicted to significantly outweigh those relating to Libor-rigging.
Simon Hart, RPC banking litigation partner, said: ‘[The] settlement is likely to spark yet further civil litigation against the banks, particularly from pension funds and other money managers that have suffered losses on Forex trades as a result of the market manipulation.’
‘Legally it will be much easier to bring a civil claim against a bank for Forex manipulation than for Libor manipulation. The short term and one-off nature of Forex trades means it will be far easier for firms to prove that they lost money on particular trades during a period one of these banks was manipulating the market. If a firm aggregates all those trades where losses were suffered, the numbers could well be significant.’
sarah.downey@legalease.co.uk
Magic Circle trio Allen & Overy (A&O), Linklaters and Slaughter and May have taken instructions advising on Virgin Group’s £682m sale of an 80% stake in international health club operator Virgin Active to South African-listed private equity group Brait.
The Linklaters team advised Brait on the deal, which values Virgin Active at £1.3bn, led by private equity partners Alex Woodward and Stuart Boyd, alongside corporate partner Stuart Bedford and tax partner Tim Lowe. Cliffe Dekker Hofmeyr took the lead advising Brait on South African law.
A&O advised Virgin Active working with general counsel Ashley Aylmer as well as the fitness chain’s management on Brait’s proposed acquisition. The transaction was led by the firm’s co-head of corporate Andrew Ballheimer, who is the relationship partner for Virgin Active and Virgin Group, and corporate partner Simon Toms. Gibson, Dunn & Crutcher advised management shareholders with a team led by Mark Sperotto and Nicholas Aleksander.
Slaughter and May advised current owners Virgin Group and CVC on the sale with corporate partner Mark Zerdin leading a team including tax partner Dominic Robertson, and competition specialist Anna Lyle-Smythe.
The deal is expected to complete over the summer after which Brait will own 80% of Virgin Active with Virgin Group retaining 20% (excluding management). The existing management team will be retained, and will be reinvesting alongside Brait.
sarah.downey@legalease.co.uk
Gibson, Dunn & Crutcher partner Peter Gray was found to have deliberately misled the High Court regarding evidence presented in a case between the Republic of Djibouti and Abdourahman Boreh, one of the African country’s wealthiest citizens.
In a ruling handed down last month, Justice Flaux said: ‘I find that Mr Gray engaged in a strategy of equivocation and evasion which was not one which any reputable and honest solicitor could ever have adopted and the concept of “acceptable evasion” is clearly anathema to the standards of professional conduct to be expected of an officer of the court.’
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Gibson Dunn & Crutcher has been hit with a £880,000 charge, which it must pay jointly with the Republic of Djibouti, for the freezing order obtained on businessman Abdourahman Boreh’s assets in 2013.
Justice Flaux, in a hearing on 31 March and another deferred hearing on April 1, ordered the global top-20 US firm and its client to make the interim payment towards the costs incurred by Boreh in his case with the Djibouti government. The court has also begun its assessment of Boreh’s initial cost claim, which totals over £1m.
Gibson Dunn has suspended Dubai-based partner Peter Gray who is seeking permission to appeal Flaux J’s ruling that he deliberately misled the High Court.
The hearing also comes after Gibson Dunn referred itself to the Solicitors Regulation Authority last month [6 March] after allegations emerged concerning disputes partner Gray.
Gray admitted that incorrect information was presented to the UK court that appeared to implicate Boreh in a 2009 grenade attack, which could lead to Gray’s potential disbarment and possible criminal charges.
Mark Simpson QC, Nico Leslie and James Hart advised Peter Gray, while Timothy Dutton QC and Philip Ahlquist represented Gibson Dunn.
Dominic Kendrick QC, James Willan and Keir Howie – instructed by Byrne & Partners – advised Boreh. Lord Falconer, Deepak Nambisan, Jennifer Haywood and Daniel Edmonds, were instructed by Gibson Dunn for the Republic of Djibouti.
jaishree.kalia@legalease.co.uk
Gibson, Dunn & Crutcher partner Peter Gray has been found by Mr Justice Flaux to have ‘deliberately misled’ the High Court regarding evidence presented in a case between the Republic of Djibouti and Abdourahman Boreh, one of the African country’s wealthiest citizens.
In a ruling handed down today (23 March) Flaux said: ‘I find that Mr Gray engaged in a strategy of equivocation and evasion which was not one which any reputable and honest solicitor could ever have adopted and the concept of “acceptable evasion” is clearly anathema to the standards of professional conduct to be expected of an officer of the court.’
Gibson Dunn referred itself to the Solicitors Regulation Authority earlier this month [6 March] after the allegations emerged concerning disputes partner Gray. The ruling makes clear that the allegations of misconduct were levelled at Gray specifically and not Gibson Dunn as a firm.
The Gibson Dunn partner admitted before Flaux that incorrect information was presented to the UK court that appeared to implicate businessman Boreh in a 2009 grenade attack.
As a result of the finding, the Gibson Dunn partner could face potential disbarment and possible criminal charges.
Dubai partner Gray, who joined Gibson Dunn in 2012, was instructed by the Djibouti government back in 2009 in its case against Djibouti national and businessman Boreh, over alleged tax avoidance and his claimed role in a terrorist attack in the African nation. But recent evidence showed that transcripts and phone calls, which previously alleged that Boreh was involved in a grenade attack on a supermarket in Djibouti City, were incorrectly dated and therefore could not implicate Boreh in the incident.
Today Justice Flaux said: ‘I am unable to accept Mr Gray’s explanation that he was not aware at the hearing that both the court and counsel were labouring under a complete misapprehension about the date of the telephone transcripts. In my judgment, Mr Gray was well aware at the hearing of the implications of the discussions taking place between the court and both leading counsel and that those discussions were proceeding on the false basis that calls took place on 5 March 2009, after the grenade attack on the Nougaprix supermarket the previous evening. In the circumstances, I have concluded that Mr Gray did deliberately mislead the court at the 10-11 September 2013 hearing and that there is cogent evidence to that effect.’
The firm officially apologised to the High Court for misleading it, with Gibson Dunn partner Lord Falconer – who, alongside partner Philip Rocher, replaced Gray as lead counsel on the case – also apologising to Boreh and the court on behalf of the firm’s client, the Republic of Djibouti, for the error.
A spokesperson for Gibson Dunn said: ‘We have received the High Court judgment rendered by Mr Justice Flaux. As a law firm, we place the highest value on ethical conduct, including honesty, integrity and candor. We are very disappointed that the conduct of our Dubai-based partner, Peter Gray, fell far below the standard which the court rightly expects of all counsel. We have apologised to the Court for these shortcomings. The firm had already suspended Mr Gray pending further inquiry.’
The spokesperson added: ‘It is important to note that the allegations of misleading the court were made only against Mr Gray and not against any other partners or employees of the firm. We will continue to represent the government of Djibouti in pursuing its claims in this matter.’
Fountain Court Chambers’ Mark Simpson QC, Nico Leslie and James Hart, represented Gray, and Gibson Dunn instructed Fountain Court Chambers’ Timothy Dutton QC.
Representing the claimant – the Republic of Djibouti – was Gibson Dunn’s Lord Falconer, who instructed Fountain Court Chambers’ Deepak Nambisan and Daniel Edmonds, and Serle Court’s Jennifer Haywood.
Byrne and Partners’ Yvonne Jeffries instructed 7KBW’s Dominic Kendrick QC and Keir Howie, and Essex Court Chambers’ James Willan, in representing the defendant Boreh.
sarah.downey@legalease.co.uk
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