Legal Business

Linklaters calls off China merger hunt as partnership backs Shanghai spinoff

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Linklaters‘ partnership has decided against pursuing a fully-fledged merger to secure credible China law coverage and voted through plans for a local spin-off set to launch later this year.

Three PRC lawyers in Linklaters’ Shanghai arm are set to create their own firm, which Linklaters will form a best friend agreement with. With talks having fallen through with Shanghai Capital Law & Partners and Shanghai Kai-Rong Law Firm at the end of last year to form a JV under new rules of the Shanghai Free Trade Zone, the new firm will enter into a ‘joint operations’ agreement once local regulators allow.

The new firm, which is expected to include around 10 of Linklaters’ 30 Shanghai-based lawyers by the end of the year, will handle local law including M&A, competition, derivatives and structured products, financial regulation and disputes. The move was voted through by Linklaters’ partnership during the firm’s global partners meeting in Berlin this month.

Shanghai Free Trade Zone rules state a firm must be independent for at least three years before entering into a formal tie-up with an international partner. The spin-off plans conclude ‘Project Trident’, headed by Asia managing partner Marc Harvey, to secure PRC law capability for the leading London law firm. The project saw Harvey oversee discussions with around 10 Chinese law firms.

The free trade zone regime comes as part of a move to liberalise the protectionist legal services market in China. US-based law firm Baker & McKenzie became the first international firm to practise PRC law when it entered a joint operation with FenXun in the Shanghai Free Trade Zone in April 2015.

Linklaters said in a statement: ‘In the coming months some of our former colleagues will seek to establish a separate PRC law firm…with which the firm will enter into a best friends relationship and then, when permitted to do so, enter into alliance or cooperation arrangements constituting joint operations under the rules of the Shanghai Free Trade Zone.

‘We expect to see stable and sustainable growth in China over the long term. Market shifts have indicated that outbound work and high-end domestic transactions will become ever more important for our business. We believe that being able to offer integrated Chinese and international law advice will help us to protect our competitive advantage both in China and globally.’

Tom.moore@legalease.co.uk

For more on Linklaters’ partnership conference click here for an interview with managing partner Gideon Moore      

Legal Business

‘It’s an inclusive approach’ – Linklaters head Gideon Moore on the new view from Silk Street

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Gideon Moore replaced Simon Davies as global managing partner of Linklaters at the start of the year after an unsettled period for the City giant. The finance veteran talks to Legal Business about leadership, lockstep and diversity.

LB: You’ve just finished your first partners’ conference in Berlin as managing partner. What messages did you give to partners?

Gideon Moore (GM): I chose to say: ‘We’ve got a few decisions to make and it’s not for me to make them for you but I’d like to talk you through the options.’ We’ve got some great clients, we do some front-running work, but we need to have confidence. While it’s not endearing to be in someone’s face, there’s a balance. We’re all bloody lucky to be here, so be positive!

LB: Will Linklaters still have the same remuneration system in 10 years? Is the model outdated?

GM: In too many instances organisations can drift along doing the same. Let’s have the discussion. Michael Bennett, our head of disputes, looked at this a while back and I thought we ought to bring that to the partnership in a way which says: ‘Would we like to do something else, or endorse what we currently have?’

Any model for a law firm has to be one the partners feel is fair and the way profits are distributed is fair in terms of input/output over a period. Do I think we will migrate to an eat-what-you-kill type remuneration? No. What is fundamental to a firm such as this is that you don’t get individuals coming into a room and coming out with a number. Linklaters won’t end up in that space. That’s an anathema.

LB: How much pressure is the lockstep model under from US firms?

GM: If you change your remuneration model solely with a view to addressing US firms, you would have to change it so markedly that the upside might not cover the downside. What that might do is make sure the American firms offer even more to make sure they get the right person. I want to do what’s best for us, rather than second-guess what rivals may do.

Most people in this building are on someone’s recruitment list but so few in percentage terms actually leave. The fact they’re still turning up to Silk Street means there’s a bit more to life here than just the compensation.

LB: What’s your approach to the US?

GM: The approach we’re taking is to work out what capability we need in New York to service our clients through our global network. Say on a UK/Dutch/US deal, you’re able to say to the client: ‘Rather than have Slaughter and May, De Brauw and Davis Polk, why not come to Linklaters because we’ve got the Dutch, the UK and whatever you need in the US covered?’

LB: What’s your leadership style?

GM: Rather than have a fully baked idea and ram it down people’s throats, I arm myself, like I would on a deal, with bullet points and principles and then develop ideas. It’s an inclusive, discussion-led approach.

LB: What is your approach to diversity?

GM: Historically the target has been to have 30% women on the partnership board and executive committee. I’ve decided is that, in addition, women should make up at least 30% of all our leadership positions – so our intention is to include sector, practice and office heads, which are often roles people have before moving on to our boards.

LB: Some people would argue that Linklaters has been inward-facing and costs-driven since the financial crisis. Is it time to be more ambitious?

GM: It’s important to grow our business in a way that allows us to achieve sustainable profitability. You might not be planning for the future and cutting costs which you can skate over for a year or two but it will come back to bite you. I would encourage the partners to look for growth as there’s only so much cost that you can cut.

tom.moore@legalease.co.uk

 

For more commentary on Linklaters subscribers can see After Harvard Kool-Aid and lost years can Moore galvanise Linklaters?

Legal Business

‘Growing confidence’: Linklaters and A&O lead on biggest post-crisis RMBS transaction

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Magic Circle firms Linklaters and Allen & Overy were instructed on the £6.1bn securitisation of UK mortgages by private equity house Cerberus Capital Management in what is the largest residential mortgage-backed securitisation (RMBS) since misuse of the product brought about the financial crisis in 2007.

The bonds, which have been purchased by institutional investors, are backed by a pool of mortgages from the legacy book of NRAM, the former Northern Rock mortgage business which was nationalised in 2008.

Cerberus Capital Management picked up the mortgage portfolio in November last year for £13bn in what was the biggest-ever disposal of financial assets by the British government. The transaction consists of seven rated tranches of secured mortgage loans, the largest of which is a £4.7bn tranche rated AAA by Standard & Poor’s.

London-based structured finance partner Adam Fogarty (pictured) and New York capital markets partner Caird Forbes–Cockell led Linklaters advice to two the two Cerberus subsidiaries, Cerberus European Residential Holdings and FirstKey Mortgage, which packaged the bonds.

Fogarty said: ‘This is a significant transaction in what have been relatively quiet markets for primary issuance this year, and shows that there remains strong demand for high-quality securitisation in Europe.’

Allen & Overy advised Morgan Stanley as arranger and the joint lead managers of the securitisation. The team was led by securitisation partners Sally Onions and Salim Nathoo, with support from UK co-head of tax Chris Harrison and New York-based securitisation partner John Hwang.

Of the 125,000 loans worth £13bn Cerberus purchased late last year, £12bn consisted of secured residential mortgages, while £1bn was made up of unsecured loans sold by Northern Rock as part of the so called “Together” deals – which gave out mortgages with a loan to top it up. The private equity house has already sold £3.3bn of the assets it acquired from the UK government to TSB Bank.

Onions added: ‘The message this transaction sends is really important, not simply because of its sheer size, but rather how it underlines the growing confidence in the asset-backed securities market. Market participants will be reassured by its success and we expect to see other non-bank entrants come to the securitisation market over the course of the year.’

tom.moore@legalease.co.uk

Legal Business

Linklaters ramps up City promotions as 24 make partner

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Magic Circle firm Linklaters has made up 10 partners from its Silk Street headquarters amid a 24-strong round.

London accounted for 42% of the firm’s enlarged promotions round this year, compared to just 35% in 2015. Last year the firm promoted eight City associates to partner, with just seven London lawyers making the cut in 2014.

Among the group is private equity lawyer Will Aitken-Davies, who has long been touted as a future partner. Aitken-Davies has worked closely with corporate partner David Holdsworth on a string of deals, including last year’s instruction from a consortium including Goldman Sachs and longstanding Linklaters private equity client TDR Capital on its €3.7bn acquisition of LeasePlan, a Dutch vehicle management company, from German car giant Volkswagen last summer.

The size of the global promotions round is one up on 2015, when 23 Linklaters lawyers made partner, and is three up on 2014 when just 21 lawyers made partner. Despite the slowdown in capital markets over the last six months, the Magic Circle firm elected six capital markets lawyers to partner, having not made a promotion in this area last year. Two of these are based in the City, with highly regarded duo Mark Drury and Neil Dixon both getting the nod.

Hong Kong, which only received one partner promotion across 2014 and 2015, was a central focus of the round with a whopping five associates made up to partner following a string of high profile exits in the region last year. Among the group is highly rated international arbitration lawyer Justin Tang. The firm also made up two Hong Kong-based capital markets lawyers in the form of Jonathan Horan and Terence Lau, as well as corporate lawyer Alex Bidlake and banking specialist Frank Cui.

Linklaters senior partner Robert Elliott said: ‘The technical and commercial know-how of this year’s new partner cohort is exceptional. The development of their talents and potential at partner level will bring new strength to the firm, ensuring continued excellence and client satisfaction.’

The promotions take effect on 1 May 2016.

The full list of partners is as follows:

Will Aitken-Davies, mainstream corporate, London

Silke Bernard, investment management group, Luxembourg

Alex Bidlake, mainstream corporate, Hong Kong

Cyril Boussion, tax, Paris

Frank Cui, banking, Hong Kong

Neil Dixon, capital markets, London

Mark Drury, capital markets, London

Thomas Elkins, competition, Paris

Andrew Ford, investment management group, New York

Ros Gallagher, dispute resolution, London

Philip Goss, pensions, London

Jonathan Horan, capital markets, Hong Kong

Ian Hunter, mainstream corporate, London

Jann Jetter, tax, Munich

Georgina Kon, TMT IP, London

Terence Lau, capital markets, Hong Kong

Barbara Lauer, capital markets, Frankfurt

Mario Pofahl, mainstream corporate, Frankfurt

Mees Roelofs, banking, Amsterdam

Oliver Sceales, banking, London

Alexander Shopov, capital markets, London

Justin Tang, dispute resolution, Hong Kong

Tom Watkins, real estate, London

Niclas Widjeskog, dispute resolution, Stockholm

Legal Business

Linklaters makes key real estate finance hire with former Allen & Overy team leader

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In a move to boost its real estate finance practice, Linklaters has hired former Allen & Overy (A&O) real estate finance head Mark O’Neill.

Having headed A&O’s real estate practice from 1998 to 2014, O’Neill retired from the A&O partnership a year ago, returning to his native New Zealand for family reasons. His arrival lifts Linklaters’ real estate finance partner count to four in London including Trevor Clark, Steve Smith and the recently promoted Scott Simpson.

O’Neill has extensive experience of investment and leveraged lending, project finance, workouts and restructuring, securitisations and real estate finance. He acted for lenders and borrowers in the UK and across Europe and the Middle East.

Linklaters global head of banking Tony Bugg said: ‘Mark is widely recognised as one of the pre-eminent real estate finance practitioners in the European market, and we are delighted to have him on board. We have had significant growth in the amount of high-quality real estate finance work we have advised on in recent years and we are committed to developing the broader real estate sector.’

Recent transactions for Linklaters include advising Starwood and Brookfield on the €325m financing of a portfolio of Interhotels branded hotels in Germany, and LaSalle Investment Management on the refinancing of the acquisition of Telford Shopping Centre.

Linklaters wider finance practice was rejigged earlier this year as Bugg took over as global head of banking, following Gideon Moore’s appointment as managing partner.

Bugg told Legal Business in February he would review the firm’s property finance team given real estate’s increasing popularity as an asset class among alternative finance providers. The current team was trimmed during a restructuring during the 2000s.

The practice sits under a reorganised global loans practice, which includes asset finance, real estate finance and emerging markets.

victoria.young@legalease.co.uk

Legal Business

Freshfields and Linklaters advise as competition issues threaten stock exchange merger

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Börse/LSE tie-up raises regulatory concerns

As Europe’s two largest financial market operators, the London Stock Exchange (LSE) and Deutsche Börse, begin their third attempt at a tie-up, concerns have been raised over antitrust issues.

Legal Business

A&O and Linklaters win advisory roles on $965m financing of Travelex and UAE Exchange

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Allen & Overy (A&O) and Linklaters have won roles advising on a $965m combined financing deal for UAE Exchange Centre and Travelex Holdings backed by nine banks, to support both forex companies’ growth plans.

The $890m loan financing with a $75m accordion will be used to refinance an existing bridge facility, and was backed by Goldman Sachs and Qatar National Bank, Doha Bank, Barclays Bank, Commercial Bank International, National Bank of Fujairah, Abu Dhabi Commercial Bank & IDBI Bank Limited and Axis Bank.

The banks were advised by A&O, led by finance partner Denise Gibson while Peter Timchur led from the UAE, with Simon Hill also advising the security and facility agents.

Linklaters advised UAE Exchange and its founder Bavaguthu Raghuram Shetty as well as Travelex on the deal.

Linklaters corporate partner Nick Garland lead the firm’s team, alongside banking partner John Tucker. Tucker told Legal Business: ‘Dr Shetty and UAE Exchange have been incredibly successful at growing an international brand and this refinancing should put them on an even stronger footing to develop this further.’

Gibson said: ‘Following our role advising on the bridge facility for the Travelex acquisition last year, we have been working closely with the global coordinators, the majority shareholders and other advisers on the take-out financing.’

She added: ‘The new financing deliver a long-term capital structure that facilitates the growth strategy for the UAE Exchange and Travelex businesses and which recognises the benefits the commonality in the majority shareholders delivers in terms of synergies, expertise and infrastructure.’

madeleine.farman@legalease.co.uk

 

Legal Business

Freshfields and Linklaters take the lead as Glencore disposes of $2.5bn stake in agricultural arm

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Freshfields Bruckhaus Deringer and Linklaters are advising on Glencore’s $2.5bn sale of a 40% stake in Glencore Agricultural Products to Canada’s largest pension fund, the Canada Pension Plan Investment Board (CPPIB).

Linklaters advised Glencore with a team led by corporate partner David Avery-Gee, while Freshfields corporate partners David Higgins and Richard Thexton advised CPPIB. Amsterdam managing partner Winfred Knibbeler also advised on the deal for Freshfields.

With the deal having been in the pipeline since last year, the 40% stake values the agricultural business at around $6bn and the sale proceeds will be used to reduce Glencore’s $30bn debt pile. The miner and commodities trader has suffered from a dramatic fall in share value over the past year amid the collapse in world commodity prices linked to China’s economic slowdown.

Glencore and CPPIB have also agreed to an initial four year lock-up period, subject to a carve-out, for Glencore to sell up to a further 20% stake in the business. As well as customary exit provisions, including a right of first refusal, each of Glencore and CPPIB may call for an initial public offering of Glencore Agri after eight years of closing.

Last September Glencore gifted Linklaters with an advisory role on cutting $10.2bn of debt, with corporate heavyweight Charlie Jacobs, who handles the firm’s relationship with Glencore, selected to advise.

Freshfields, meanwhile, previously advised its longstanding client CPPID on its $250m investment in Markit group, another deal on which where Higgins also led. However, Glencore did instruct Freshfields itself last month to sue Colombia over claims the government sought to revoke parts of a coal mining licence.

On the deal, Glencore Agri chief executive Chris Mahoney said: ‘With the investment potential created by this partnership, and given the existing network of high-quality origination, logistics and port assets in key export regions, the business is now well-placed to take advantage of the significant opportunities that are expected to emerge across the sector in the coming years.’

sarah.downey@legalease.co.uk

Legal Business

Clifford Chance secures position on Serco panel as Ashurst and Linklaters miss out

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Following a recent review, outsourcing company Serco has announced its UK legal panel with Clifford Chance, Clyde & Co, Pinsent Masons, Bird & Bird, Addleshaw Goddard and DWF all securing places.

Clifford Chance will take up the position as the listed company’s lead corporate firm with the remaining five firms taking up work across Serco’s legal practice areas, supported by some ‘additional specialist firms’.

Former preferred legal advisers Ashurst, Linklaters and RPC have missed out on appointments to the formal panel.

Serco said in a statement the new panel ‘meets the changing needs of the business and ensure best value for money. This is in line with industry best practice and our commitment to continuous improvement.’

The last panel review carried out by Serco was carried out in 2012 and while former panels have run for three years, Serco said it had not set a date for the next review.

The review is the first carried out by group general counsel (GC) and company secretary David Eveleigh who joined the FTSE 250 company in 2014, taking on a new expanded role overseeing all the group’s general affairs. Eveleigh was previously a GC at BT, having sat on BT’s Global Services legal leadership team.

Meanwhile in other panel news, Yum! Brands, the company behind KFC, Pizza Hut and Taco Bell, has announced its new trimmed down legal panel with Eversheds, Burness Paull, Squire Patton Boggs, Whiting & Purches, TLT and Wright Hassall winning spots on the panel.

Land Securities also refreshed its panel in recent weeks, adding Pinsent Masons alongside Berwin Leighton Paisner, CMS Cameron McKenna, DAC Beachcroft, Eversheds, Herbert Smith Freehills, Hogan Lovells and Nabarro.

madeleine.farman@legalease.co.uk

 

Legal Business

One more name in the ring as Jacobs closes in on Linklaters senior partner position

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Aedamar Comiskey has entered the race to become the next senior partner at Linklaters, facing off against corporate heavyweight Charlie Jacobs (pictured) and Belgium-based Jean-Pierre Blumberg in the battle to succeed Robert Elliott.

The final shortlist means Elliott’s successor will come from the corporate group, with Blumberg co-heading the global group out of Antwerp and Comiskey a long time corporate partner with heavy management experience.

Comiskey’s decision to run for senior partner follows management conversations about the all-male line-up at the end of last year for the managing partner post. Banking chief Gideon Moore ultimately triumphed in that race, pipping disputes head Michael Bennett, Asia head Marc Harvey and three other men to the post.

She is one of Linklaters most senior lawyers and following Simon Davies’ shock resignation to depart the managing partner job a year early to join Lloyds Bank she was elected by the partnership board to deputise in his absence.

Comiskey previously sat on the firm’s partnership election committee for four years and had a three-year stint as co-head of Linklaters’ retail sector group. She is a non-executive director at FTSE oil and gas company James Fisher and Sons.

However, Jacobs already has huge backing for the job and is widely tipped as the favourite. He controls major client relationships, including mining and commodities giant Glencore, which he advised on its $12bn London floatation in 2011 in what was one of the biggest IPOs ever to hit the London market. One of Linklaters’ few standout names in City M&A work, he was recently instructed by brewer SABMiller on its mammoth $72bn takeover by drinks rival AB InBev.

One senior Linklaters partner recently told Legal Business: ‘It’s been difficult finding people to run against Charlie.’

Elliott said: ‘In Jean-Pierre, Aedamar and Charlie we have an extremely talented, widely respected and diverse group of senior partner candidates who have every ability to excel in the role.’

tom.moore@legalease.co.uk