Legal Business

Making history: HSF, White & Case and Pinsents advise on the first new UK clearing bank in 250 years

Herbert Smith Freehills (HSF), White & Case and Pinsent Masons have picked up mandates advising on the establishment of the first new clearing bank to be approved on the UK market in 250 years.

ClearBank was announced yesterday (28 February), and will start operating in autumn 2017 as the fifth clearing bank in the UK alongside Barclays, HSBC, Lloyds and Royal Bank of Scotland.

The bank will provide building societies, credit unions, other banks and fintech companies with access to all the major payment and card schemes, including faster payments which will allow people to send and receive money instantly online or through mobile. The bank is founded by Worldpay founder Nick Ogden, who will serve as chairman.

The HSF team was led by London corporate partner Greg Mulley and financial services regulatory partner Andrew Procter, alongside corporate partner Caroline Rae, incentives partner Mark Ife and TMT and outsourcing partner Nick Pantlin.

White & Case acted for one of the investors, PPF Investments, with relationship partner Jan Andrusko based in Prague, as well as corporate partner Gavin Weir, global head of employment Nicholas Greenacre and financial regulation partner Stuart Willey. Pinsents acted for CFFI Ventures, with a team led by corporate partner Tom Leman.

Mulley (pictured) said: ‘This is very significant and positive for competition especially given £82trn of payments are processed through the UK financial system every year and there are only four other clearing banks.’

HSF has acted on similar fintech matters including UK authorised Tandem Bank, on the investment by Sanpower Group through its UK subsidiary House of Fraser. Other mandates acting for Worldpay in respect of providing internet payment solutions to merchants and card processing services, and in relation to its separation from RBS in the UK and Europe.

White & Case has advised the PPF Group in the past on the €2.5bn sale to Generali in 2013 of its remaining 49% stake in Generali-PPF, its joint venture with the Italian insurer.

georgiana.tudor@legalease.co.uk

Legal Business

Trainee retention: HSF and Hogan Lovells post rates as Macfarlanes joins top of the class at 100%

Herbert Smith Freehills (HSF) has posted a spring trainee retention rate of 77%, compared to a rate of 94% this time last year when the firm recorded its third straight score of more than 90%.

HSF held on to 27 applicants which joined the firm as newly-qualified (NQ) lawyers, as 28 out of 33 applicants received offers, from a cohort of 35.

Hogan Lovells posted an 79% retention rate this spring. The firm had 29 qualifiers, 26 applied for the role and 23 were made offers, which were all accepted. This is similar to Hogan Lovells’ last retention round in August 2016 when its rate was 80%.

Meanwhile, Macfarlanes joined Mayer Brown and Slaughter and May as firms with 100% spring retention rates. Macfarlanes offered an NQ contract to all six trainees qualifying this March.

Macfarlanes partner and head of graduate recruitment Sean Lavin said: ‘It is always our aim to find roles for all our trainees upon qualification and we are obviously delighted to have been able to offer 100% retention for our March 2017 intake.’

Other firms to announce rates so far this spring include White & Case, which retained 88% of trainees, and Trowers & Hamlins which posted a rate of 92%. At the bottom of the table so far are Berwin Leighton Paisner (BLP) and Clifford Chance (CC) with 55% and 67% respectively. BLP only retained 11 out of 20 trainees, while CC kept 31 out of its 46 applicants.

georgiana.tudor@legalease.co.uk

Legal Business

Slaughters makes surprise pensions play with first ever London lateral hire

Slaughter and May announced today (17 February) that it has hired Herbert Smith Freehills‘ head of pensions Dan Schaffer, in the second ever lateral hire in the firm’s history.

Schaffer will join Slaughters’ pensions and employment group which currently comprises four partners and over 25 lawyers.

Schaffer was at HSF for seven years, and prior to that he spent 12 years as a partner at Freshfields Bruckhaus Deringer.

Schaffer is also the former chairman of the Association of Pension Lawyers’ International Committee. Some of his recent instructions include advising Coats on its settlement of Pensions Regulator investigations, E.ON on its spin-off of Uniper Group and on its UK schemes, Railways Pension Trustee Company on the management of the £25bn scheme, and EPL on co-ordinating the £30 billion Electricity Supply Pension Scheme.

Slaughters senior partner Steve Cooke said: ‘Dan has an exceptional market reputation and experience in relation to both advisory and transactional work. This, combined with our established leading position in the pensions field, will enhance our service to our existing corporate and trustee clients and further grow our standing and reputation.’

HSF confirmed Schaffer ‘has decided to retire from the partnership’ and that the firm ‘wishes him well and thanks him for his contribution’. This news comes as it was revealed last week that a group of HSF partner are suing eight former partners who quit to join White & Case.

Seen as the most conservative City firm, Slaughters first broke its lateral hire deadlock in January 2014 in Hong Kong with the hire of Morrison & Foerster’s (MoFo) co-head of China capital markets John Moore. Departures from Slaughters are also rare, the last partner it lost was Sanjev Warna-kula-suriya last August to Latham’s aggressive hiring push.

georgiana.tudor@legalease.co.uk

Legal Business

Comment: HSF – At least one Down Under revolution worked

As Barclays sifts through the wreckage of King & Wood Mallesons‘ European practice and claims of fresh departures swirl around Ashurst, you have to say that the marriage of Herbert Smith and Australian leader Freehills could have gone worse. A lot worse.

Having hooked up in 2012 when Herbert Smith had just opened a Pandora’s Box of strategic issues that had been contained for the preceding 15 years, it was a difficult start. Plenty of City partners, many in the firm’s high-billing City disputes practice, looked on aghast as the storied institution tied its fortunes to the heavily-serviced Australian legal market, even with a suitor as potent as Freehills.

It was hard to tell if Herbert Smith was genuinely grappling with strategic issues swept under the carpet too long or merely on the verge of an outbreak of the collective dysfunction that had on occasion threatened to erupt under the David Gold years. The merger had a solid but not compelling case to back it; the criticism that Herbert Smith had made an oddly-timed move given its resilient profitability and ultimate hopes of a US merger held some weight. HSF looked as if it would fare worse than some of the other Anglo/Australian unions.

Nevertheless, as we address this month in our interview with HSF’s c-suite, the firm has played its post-merger hand with skill. Morale has improved, its crucial European roll-out has gone respectably and its disputes practice has been robust in the face of some very significant losses. As important, one of the less slickly-organised City firms has become a more unified operation, benefiting apparently from Freehills’ cohesion and entrepreneurial instincts. Financial performance – even allowing for its cute way of announcing numbers on a constant currency basis – has been respectable during a period in which investment and integration inevitably slowed its pace.

Evidence of the firm becoming comfortable in its skin also came last autumn with the decision to elevate co-chief executive Mark Rigotti (pictured) as its sole chief executive, putting a legacy Freehills hand in over Herbert Smith counterpart, Sonya Leydecker.

The well-regarded Rigotti evidently did an excellent job of winning around HSF’s City partnership, deploying deft social skills and an ability to keep the management jargon to an acceptable minimum. You can have some sympathy for Leydecker, who had a respectable run in the c-suite, having been one of the drivers of the reinvention of HSF’s low-cost ‘nearshoring’ hub into a 24/7 global operation. While there are more fluent communicators in law firm leadership roles, it’s still harder for female lawyers to wrangle male-dominated partnerships.

The pledge from HSF is that the firm is now moving onto the front foot, with the core integration behind it. Obviously, challenges remain for the firm, which is yet to close the profitability gap between its litigation and corporate teams. In truth, HSF is yet to conclusively prove it can compete at the highest level of the global deal market. The firm also concedes there are no easy answers for how to develop its 12-partner New York office and the loss in the autumn of a £20m-plus Australian projects team to White & Case was ominous, no matter how over-lawyered the local market may be.

But having gotten a lot of post-merger calls right, and with a strong duo of Rigotti and senior partner James Palmer at the helm, HSF is considerably better positioned than looked likely three years ago. You only need to scan the recent headlines to know how big a difference that can make.

alex.novarese@legalease.co.uk

Read more: ‘Taking over – one leader at HSF but is the culture clash over?’

Legal Business

Taking action: HSF sues partners who quit to launch White & Case in Australia

Herbert Smith Freehills (HSF) is suing eight partners who quit to join White & Case, filing a lawsuit at the Supreme Court of New South Wales last week.

Led by Melbourne litigation partner Michael Pryse, a group of 167 HSF partners are bringing claims against former Melbourne partners Andrew Clark, Brendan Quinn, Alan Rosengarten, Josh Sgro, Tim Power, Jared Muller and Joanne Draper, alongside Joel Rennie from the Sydney office.

Hong Kong partner Fergus Smith and Singapore partner Matthew Osborne are not named as defendants in the case despite also joining White & Case. Associates Adeline Pang and Ged Cochrane and special counsel Michelle Keen are also excluded from the suit despite already working at White & Case as partners. The first hearing of the case is scheduled for 27 February.

White & Case’s move late last year to hire the 10-partner project finance team from HSF was one of the largest legal moves ever in the Asian market. A senior partner at White & Case has indicated that the team controls around £30m of business, while HSF put the figure at around £20m when calculated using an average of the team’s billings over three years.

According to local media, the partners are subject to a six-month notice period after resignation, and a further six-month period which prohibits them from practising at a rival firm as a partner. This means that the partners would not be able to practice until September 2017.

Legacy Herbert Smith had some of the toughest exit terms in the City which led to a stand-off when property partner Chris de Pury quit for Berwin Leighton Paisner. Herbert Smith had threatened to enforce a 12 month convenant on top of a year’s notice.

However the firm’s merger agreement with Freehills overhauled the terms, cutting the notice period from 12 months to six, making it easier for partners to quit at a vulnerable moment.

A White & Case spokesperson said: ‘Although we’re not party to this litigation, we are hopeful for a speedy resolution.’

HSF declined to comment.

tom.baker@legalease.co.uk

Read more on the firm in: ‘Taking over – one leader at HSF but is the culture clash over?

Legal Business

A different Middle East playbook: Dentons launches in Jeddah as CC and HSF pull out of Qatar

Dentons has announced today (7 February) it is to launch in Jeddah at the same time as Clifford Chance and Herbert Smith Freehills have revealed plans to scale back their presence in the Middle East.

Jeddah will be Dentons’ second office in Saudi Arabia, alongside Riyadh, providing a mix of Arabic and western language legal capability and will be led locally by corporate partner Anas Akel.

Dentons’ global chairman Joe Andrew said: ‘Our clients will benefit from better access to legal services in the western province, close to many multinational corporations and home to Saudi Arabia’s leading merchant families.

‘As the largest importer of oil from Saudi Arabia, China in particular is looking to undertake outbound transactions to the Middle East and our new Jeddah office will help facilitate those client needs,’ added Dentons’ global CEO Elliott Portnoy.

And while Dentons’ global board is today holding its regular monthly meeting in Qatar as it launches a new office in the region, Herbert Smith Freehills (HSF) and Clifford Chance (CC) have both announced the closure of their offices in Doha, joining the growing trend of international firms cutting back on their Middle East footprint.

CC is to close its Doha office later this month, while HSF confirmed today it will cease activity in the region in August.

CC’s office opened in 2011, but the firm has recently diminished its presence significantly in the region, with office managing partner Jason Mendens the only fee-earner based in the city. He is to relocate into the firm’s office in Dubai and will continue to head the Qatari practice from there.

A spokesperson for CC said: ‘From our ongoing discussions with Qatari and international clients, it is clear that there is no longer the same need for a presence on the ground in Doha. Rather, while consolidating those relationships into Dubai …we look forward to working with our clients as we continue to develop our Qatari practice in this next phase.’

HSF’s Doha office was established four years ago, and operates as a separate limited liability partnership (LLP).

HSF’s head of Middle East Zubair Mir said: ‘The Middle East region is a key strategic market for the firm. We will continue to invest in our leading practice in the region, which was which significantly strengthened this year with the lateral hires of Anthony Ellis, Euan Pinkerton and Nasser Al-Hamdan, the promotion of Chris Skordas and the opening of our Riyadh office.’

Neither CC nor HSF is expected to make any redundancies as result of closures, as both are relocating staff in the region, most likely to Dubai.

HSF also closed its Abu Dhabi base in June 2015 and relocated staff to Dubai, while Latham & Watkins closed its Doha and Abu Dhabi bases in 2015 and Simmons & Simmons also closed the doors of its Abu Dhabi office in 2016.

georgiana.tudor@legalease.co.uk

Legal Business

In flux: Herbert Smith Freehills cites forex impact as accounts slice £38m off the top line

With complex structures and global operations, it has become increasingly difficult to benchmark financial performance of major law firms… which is why it is often revealing to compare public accounts to initial disclosures. 

The latest case in point is Anglo-Australian giant Herbert Smith Freehills (HSF), which has just confirmed 2015/16 revenues nearly £40m lower than its initial disclosure, citing the dramatic impact of fluctuating currencies over the year.

The firm’s limited liability partnership (LLP) accounts for 2015/16 show global revenue increased by 4%, from £802m to £832m, compared to an increase of £55m reported by the firm last July for the same period on a constant currency basis. At the time HSF put its global revenues at £870m.

The LLP accounts show net profit increased annually by 6.5% to £238.1m, which helped fund the firm’s globalisation efforts, with openings in Dusseldorf and Riyadh in November coming a month after the launch of its first African arm in Johannesburg. Full-year headcount was up 5% to 4,073, including a 7.5% increase in fee earners from 2,154 to 2,317.

A HSF spokeswoman said: ‘The figures we provided in July 2016 compared the performance of our business on a currency neutral basis, we translated non-sterling revenue and expenses to sterling at the same foreign exchange rates for 2016 and 2015. Otherwise, we would have significantly undervalued the economic contribution of non-UK offices, which account for around 55%+ of revenues.’

The latest LLP accounts also show the highest-paid partner took home £1.6m last year, a drop of 12% from 2015, when this was £1.8m.

The members’ report highlights the disputes practice as having had ‘an exceptional year’, and notes that the corporate practice ‘advised on over 100 cross-border deals totalling $100bn’. The firm last year saw a number of major panel appointments including National Grid, Bank of Queensland, British Land and Royal Bank of Scotland.

HSF is relatively unusual in reporting its finances on a constant currency basis, though the firm’s results are hard to benchmark given the sharp swings in recent years in the relative values of sterling, the euro and the Australian dollar.

Accounts from Freshfields Bruckhaus Deringer last week showed a similar gap between initial results and revenues under LLP accounting, with exchange rate differences taking £40m off its top line for 2015/16.

With HSF’s former co-CEO Sonya Leydecker standing down from the position last week, the partnership is now solely led by Mark Rigotti after the firm announced last year that it would phase out the joint leadership model it inherited from the 2012 union of Herbert Smith and Australian leader Freehills.

georgiana.tudor@legalease.co.uk

For more analysis on the firm, see Taking over – one leader at HSF but is the culture clash over? (£)

Legal Business

Taking over – one leader at HSF but is the culture clash over?

Five years since the turbulent union of Herbert Smith and Freehills, the global challenger has chosen Mark Rigotti as its sole chief executive. Is the culture clash over?

Managing the delicate power balance between managing partner and senior partner is tricky at the best of times. But how do you address the cultural minefield as a foreigner taking the lead executive role of a 134-year-old City institution still coming to terms with a turbulent merger, especially when your opposite is a particularly influential and strong-willed senior partner?

Legal Business

HSF – At least one Down Under revolution worked

As Barclays sifts through the wreckage of King & Wood Mallesons’ European practice and claims of fresh departures swirl around Ashurst, you have to say that the marriage of Herbert Smith and Australian leader Freehills could have gone worse. A lot worse.

Legal Business

Quinn, Freshfields and HSF in drivers’ seat for firms defending truck cartel claims

Partners at a raft of firms including Quinn Emanuel Urquhart & Sullivan and Freshfields Bruckhaus Deringer are gearing up for potential damages claims against Europe’s biggest truck makers after they admitted to operating a 14 year price cartel.

Truck makers Volvo/Renault, Daimler, Paccar, Inveco and Volkswagen’s MAN were all fined after admitting to the cartel back in June 2016.

Quinn partner Boris Bronfentrinker is leading Daimler’s defence in the United Kingdom while Vovlo-owned Renault has enlisted Freshfields’ head of global antitrust litigation Jon Lawrence and partner Bea Tormey to co-ordinate defences for claims in several EU jurisdictions.

Inveco has instructed Herbert Smith Freehills partner Kim Dietzel while Slaughter and May is understood to be representing MAN.

Meanwhile, claimants include Royal Mail, the Road Haulage Association and truck owners represented by litigation funders Burford Capital and Bentham Europe.

Royal Mail has instructed Berwin Leighton Paisner in a specific claim against Paccar, with a team lead by partners Andrew Hockley and Edward Coulson. It is not known which firm Paccar has instructed as defence. The Road Haulage Association is also preparing a claim and has instructed Backhouse Jones Solicitors, and David Went of Exchange Chambers.

Burford Capital is funding Hausfeld, in a claim overseen by managing partner Anthony Maton.

Meanwhile, Bentham Europe also said it will fund separate claim, worth €100bn against the truck makers. The litigation funder has selected legal counsel but refused to comment on which firm is acting.

Bentham chief investment officer Jeremy Marshall said: ‘Bentham is determined to bring the opportunity to recover the overcharges to the attention of as many truck purchasers as it can and enable these victims of the cartel collectively to seek redress. Claims against the truck cartel are expected to be one of the largest ever compensation claims resulting from a cartel ruling.’

tom.baker@legalease.co.uk