Legal Business

Not a ‘secret cartel’: Linklaters and Milbank secure victory for Visa against major retailers

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Litigation LinklatersMilbankVisa
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Linklaters and Milbank Tweed Hadley & McCloy have secured a judgment in favour of Visa after 12 major UK retailers, led by the Arcadia Group, sought damages in relation to Visa’s setting of interchange rates.

Mr Justice Simon ruled today (30 October) that the claim was too historic as they related to a period from 1977. Under Visa’s rules, the merchant pays a multilateral interchange fee (MIF) each time the cardholder makes a payment using the card. According to the claimants, the MIF totalled an illegal restriction of competition.

However, Justice Simon said in the judgment: ‘This is not a case of a ‘secret cartel’ operating over many years without the knowledge of victims and the authorities, and which has been discovered long afterwards. On the contrary, the existence and operation of the Visa four-party card payment system and the multilateral interchange fees were matters of public knowledge, which had been notified to the competition authorities.’

Alongside this, Marks & Spencer (M&S), Sainsbury’s and Tesco, also brought similar claims forward in regards to Visa’s interchange fees, which are still pending, although today’s decision may dispose of the historic claims.

Linklaters’ commercial disputes partner Michael Sanders represented Visa Europe, Visa Europe Services and Visa UK, instructing 20 Essex Street’s Stephen Morris QC, Brick Court Chambers’ Daniel Jowell QC and Monckton Chambers’ Anneli Howard.

For Visa Inc and Visa International Service Association, Milbank’s co-managing partner of London and head of litigation and arbitration Julian Stait instructed Brian Kennelly of Blackstone Chambers.

Stewarts Law’s competition litigation head Jonathan Sinclair, who instructed Brick Court’s Fergus Randolph QC and Max Schaefer, and Matrix Chambers’ Christopher Brown, acted for the claimants.

The 12 claimants were Arcadia Group Brands, Asda Stores, B&Q, Comet Group (which went into liquidation), Debenhams, House of Fraser, Iceland Foods, New Look, Next, Record 2 Shop (also in liquidation), WM Morrison Supermarkets and Argos.

For the other claims, Stewarts Law acted for M&S, Bingham McCutchen’s Frances Murphy advised Sainsbury’s and Mark Humphries senior partner at Humphries Kerstetter represented Tesco.

The outcome is subject to a proposed appeal.

jaishree.kalia@legalease.co.uk

Legal Business

Dealwatch: After GSK deal, Linklaters leads for Novartis on $275m sale of influenza vaccines as Bakers acts for CSL

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Linklaters and Baker & McKenzie have won lead roles advising on Novartis’ definitive agreement to divest its influenza vaccines business to Australian biotech firm CSL Limited (CSL), for $275m.

Linklaters acted for Novartis with a team including corporate partners Matt Bland and Aisling Zarraga, alongside IP partners John Crozier and Nigel Jones, and New York-based antitrust partner Tom McGrath. Baker & McKenzie represented CSL with M&A partner Jane Hobson leading, alongside IT/commercial partner Duncan Reid-Thomas, IP partner Hiroshi Sheraton, and employment partners John Evason and Jeremy Edwards.

Under the agreement, CSL will acquire Novartis’ influenza vaccines business including the development pipeline. The transaction will be completed subject to regulatory approval and is expected to close in the second half of 2015.

Baker & McKenzie’s Hobson said: ‘We are delighted to have partnered with CSL on this transformative acquisition for them, which will see CSL become the number two global player in the worldwide influenza vaccine industry.’

The sale comes after Novartis agreed to divest the non-influenza segments of Novartis Vaccines to GlaxoSmithKline (GSK) in April this year, after which, Novartis would strengthen the company’s innovative pharmaceuticals business by acquiring GSK oncology products. Magic Circle trio Slaughter and May, Freshfields Bruckhaus Deringer and Linklaters advised on that deal with Freshfields working alongside Linklaters for Novartis.

Novartis chief executive Joseph Jimenez said: ‘In CSL, we have found not only an owner for the influenza business that shares our commitment to protecting public health, but also a strong growth platform for the business and our associates.’

The Novartis influenza vaccines business has delivered almost one billion doses of seasonal and pandemic influenza vaccines globally over the last 30 years.

jaishree.kalia@legalease.co.uk

Legal Business

Revolving Doors: Linklaters makes a strategic hire in Europe, Hunton & Williams expands in the City while the LSB appoints a new chief

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Last week saw Linklaters make a key hire from DLA Piper in Frankfurt as it sought to expand its cross-border litigation offering, Bird & Bird increase its offering in Sweden while Hunton & Williams did the same in the City developing its energy and natural resources team. Also in the UK, the Legal Services Board (LSB) appointed a new head, Richard Moriarty.

Linklaters hired DLA Piper’s German patent litigation chief Julia Schönbohm as partner in its dispute resolution division in Frankfurt. She established DLA’s German patent litigation practice having joined the firm in January 2008, and been counsel at Clifford Chance for five years before that.

She has experience in cross-border patent infringement matters, technology matters, and trademark and competition law transactions. Rupert Bellinghausen, head of Linklaters German dispute resolution practice, said: ‘As we are expanding, our objective is to represent our clients in any significant cross-border court, arbitration and mediation proceeding. We are now also able to do so, in patent litigation matters in Germany – an internationally important place of jurisdiction. This fits our global strategy perfectly.’

Also on the continent, Bird & Bird‘s Swedish offering was bolstered as Johanna Olsson is set to return to the firm’s Stockholm office in January, after a one year stint as general counsel (GC) at Grontmij, an engineering company. Prior to working at Grontmij, Olsson spent six and half years working as an associate in Bird & Bird’s Stockholm office. Before this, she was GC at the real estate developer Vasallen for nearly five years. The firm also made up Catharina Baerselman who heads the Public Procurement Group in Stockholm.

Meanwhile, in London, Hunton & Williams has expanded its energy and infrastructure practice with the hire of Fasken Martineau project finance partner Andrew Thomas. He helped develop an energy and natural resources-focused international finance practice at the Canadian firm after joining from Gibson, Dunn & Crutcher where he had been a partner for 10 years. Key deals he has worked on include Star Petroleum’s $2bn oil refinery in Thailand, and GTB Gas TransBolivianos’ investment in the $2.15bn Bolivia to Brazil natural gas pipeline.

Bridget Treacy, Hunton & Williams’ London office managing partner said: ‘We see Andrew as a key figure in the growth of our global energy practice area, an industry in which we already have a significant presence. We are delighted to have him join us.’

Also in the UK, the LSB appointed Richard Moriarty as its new chief executive to start in early 2015. In the interim Julie Myers, the LSB’s corporate director, will take on the chief executive’s accounting officer responsibilities while strategy director Caroline Wallace will lead on the CEO’s regulatory duties.

He joins from Affinity Water where he was director of regulation, and brings with him a combination of public and private sector experience across regulation for both providers and consumers. Before Affinity Water, he was deputy chair at HCA Regulation Committee for around a year and a half, and was director of economic regulation and competition policy at Civil Aviation Authority for three years. 

jaishree.kalia@legalease.co.uk

Legal Business

Dealwatch: Freshfields and Linklaters stationed on multibillion pound train leasing sale

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Magic Circle duo Freshfields Bruckhaus Deringer and Linklaters have advised on the sale of Porterbrook Rail Finance, one of the three major train leasing companies in the UK.

The deal sees a consortium made up of asset management firms iCON Infrastructure Partners, Antin Infrastructure Partners, and Canadian pensions group OP Trust, sell their indirect interests to a group made up of investment funds Alberta Investment Management Corporation, Allianz Capital Partners, EDF Invest and Hastings Funds Management. The deal is reported to be worth around £2bn, although neither party has published the value of the deal.

The sellers of Porterbrook, which owns and manages 5,900 passenger and freight vehicles, were advised by Freshfields’ London-based corporate partners Claire Wills and Richard Thexton. Partners Helen Lethaby and Alastair Chapman provided tax and competition advice, respectively.

Linklaters advised the buyers, with corporate partner Jessamy Gallagher spearheading the deal. Gallagher was assisted by London-based Lynne Walkington, who advised on the tax aspects.

Paul Francis, managing director of Porterbrook, said: ‘We are delighted to welcome AIMCo, ACP, EDF Invest and Hastings as new investors to our business. Their long term approach and capital resources will position Porterbrook well to lead the next phase of growth in the rail industry.’

tom.moore@legalease.co.uk

Legal Business

Dealwatch: Linklaters and Clifford Chance drive webuyanycar.com owner’s IPO

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As the rush by British companies to float on the London Stock Exchange (LSE) continues apace, Magic circle pair Linklaters and Clifford Chance (CC) have secured leading advisory roles on the high profile initial public offering of BCA Marketplace, Europe’s second largest second-hand vehicle auctioneer and the owner of webuyanycar.com.

Plans were unveiled Monday (6 October) by the company, formerly called British Car Auction, of its intention to float with the expectation of raising £200m in proceeds, a move which could value the business at up to £1.2bn.

Linklaters senior corporate partner trio John Lane, Charlie Jacobs, and Jason Manketo took leading roles advising BCA Marketplace, while CC finance partners Simon Thomas and Chris Walton advised the bookrunners which included JP Morgan and UBS.

Linklaters has been gifted with major listings of late, including advising on Just Eat’s corporate mandate valued at between £700m to £900m alongside Herbert Smith Freehills; Lloyds Bank on its £1.5bn floatation of a 25% share of its TSB business alongside Freshfields; and only last month taking a role alongside Allen & Overy on Emaar Malls Group’s near $1.58bn initial public offering.

Heavyweight IPO work secured by CC includes advising alongside Freshfields Bruckhaus Deringer on the debut of bargain store chain B&M on the LSE, which in June was valued at £2.7bn.

US private equity group Clayton, Dubillier & Rice acquired BCA in 2009 for £400m including debt and own 70% of the company, with management holding the remainder. Travers Smith secured the role advising BCA’s management team, with corporate partner Adrian West leading a team and assisted by senior partner Chris Hale, founder of the firm’s private equity group and who is currently the relationship partner for the longstanding client, while tax partner Russell Warren also advised.

BCA acquired webuyanycar.com in August 2013 and since then the latter business has continued to expand rapidly in the UK, and recently started expanding into the European market with a Netherlands branch this year.

Non-executive chairman of BCA Fred Kindle said: ‘I have been impressed by the significant growth that BCA has delivered as a private company, but there is much more to come. The business will build on its strong market positions, its digital presence and its trusted relationships with professional buyers and vendors. BCA has a bright future and its listing on the London Stock Exchange is the ideal foundation for the group to move to the next stage of its development’.

sarah.downey@legalease.co.uk

Legal Business

The clients’ verdict: Linklaters wins best firm in show from annual in-house survey

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In what signals a marked return to favour for the City’s elite players, Magic Circle firm Linklaters has led the field in Legal Business’ third annual in-house survey as best overall adviser in 2014, pushing Eversheds, which emerged as the clear overall favourite in 2013, into second place.

Our 2014 survey, which drew responses from 436 individuals at major companies operating in the UK, reveals the top ten firms comprise largely the same names as last year, with the Magic Circle plus Eversheds, DLA Piper, Pinsent Masons and Baker & McKenzie all appearing. The only significant change was alternative legal services provider Axiom taking the tenth spot, pushing Herbert Smith Freehills into 11th place, demonstrating how non-law firm providers are winning over some bluechip clients.

The Magic Circle had a further vote of confidence with 47% of respondents feeling positive about their quality and value, a jump from the 32% who voted last year. Linklaters, Slaughter and May, and Freshfields Bruckhaus Deringer took the highest number of votes for strategic, high-quality legal advice, while Eversheds retained first place as best value for money with DLA Piper second.

The expansion of in-house teams is also evident from the findings, as more than two thirds of respondents (71%) reported growth in the size of their in-house teams over the past five years, including 28% who have seen growth of 25% or more in headcount. More than 50% of respondents spent over £1m annually on legal fees.

Eighty six percent of survey respondents cited ‘quality of legal advice’ as the most important criteria for choosing a law firm, suggesting that, despite the aggressive expansion of non-law firm legal services providers in recent years, traditional law firms will continue to take precedence for heavyweight mandates.

However, non-law firm providers voted as having the strongest proposition for company clients included Axiom, which took the top spot, followed by Berwin Leighton Paisner’s lawyer contractor Lawyers On Demand, accountancy giant PwC, Integreon and KPMG.

There is a positive outlook for law firms with indications of rising demand, as 45% of respondents feel that demand for external legal services has increased, 32% reported it as remaining stable and 23% viewed it as in decline.

For the full in-house report, see ‘Getting with the programme’ here.

sarah.downey@legalease.co.uk

Legal Business

Linklaters wins best firm in show from annual in-house survey

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In what signals a marked return to favour for the City’s elite players, Magic Circle firm Linklaters has led the field in Legal Business‘ third annual in-house survey as best overall adviser in 2014, pushing Eversheds, which emerged as the clear overall favourite in 2013, into second place.

Our 2014 survey, which drew responses from 436 individuals at major companies operating in the UK, reveals the top ten firms comprise largely the same names as last year, with the Magic Circle plus Eversheds, DLA Piper, Pinsent Masons and Baker & McKenzie all appearing. The only significant change was alternative legal services provider Axiom taking the tenth spot, pushing Herbert Smith Freehills into 11th place, demonstrating how non-law firm providers are winning over some bluechip clients.

Legal Business

Dealwatch: Linklaters, Freshfields and Travers Smith fix RAC deal with Singapore sovereign wealth fund

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Linklaters’ corporate heavyweight Charlie Jacobs and private equity partner Alex Woodward advised US private equity firm Carlyle on the sale of half of its majority stake in roadside recovery service RAC after abandoning plans to exit the company through a London IPO.

The sale to Singapore’s sovereign wealth fund GIC comes three years after Carlyle purchased a majority stake in RAC, the UK’s second largest roadside recovery provider with 8 million members, for £1bn. Market analysts believe RAC is now worth close to £2bn, which means Carlyle is likely to have recouped most, if not all of its initial investment while maintaining 50% of its holding.

GIC rehired Freshfields Bruckhaus Deringer, which advised the fund on its acquisition of a 28.5% stake in UK pension insurer Rothesay Life from Goldman Sachs in October 2013, to run its deal for RAC. The transaction was led by London corporate partners Richard Thexton and David Higgins, with support from corporate colleague Adrian Maguire and senior associate Holly Kinchin-Smith.

David Higgins, co-head of Freshfields’ global financial investors group, said: ‘Today’s deal with GIC demonstrates that, despite the current strength of the equity markets, financial investors can still compete with M&A options.’

Linklaters’ Jacobs and Woodward were assisted by a team that included London private partners Stuart Boyd and Nicole Kar, as well as corporate partner John Lane and associate James Wootton. The corporate team were set to run the IPO, with London-based Latham & Watkins corporate partners Richard Brown and James Inness advising the underwriters in the run up. Meanwhile, Travers Smith senior partner Chris Hale acted for RAC management on the deal which increased its stake in the company from 15% to 20%.

tom.moore@legalease.co.uk

Legal Business

Dealwatch: Linklaters acts on Microsoft’s $2.5bn deal for Minecraft as the firm sees deal flurry

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Linklaters’ Stockholm outpost closed two major deals last week being selected by Microsoft to handle its $2.5bn acquisition of Mojang, which was advised by Mannheimer Swartling, and TDC’s $2.2bn acquisition of Get AS.

Linklaters team on the Microsoft’s deal for Mojang, which makes Minecraft – the most popular online game on Microsoft console Xbox Live with over two billion hours played on Xbox 360 in the last two years – was led by Elisabet Lundgren, who heads Linklaters’ corporate TMT group in the Nordics.

Mojang, founded by 35-year old Swedish coding enthusiast Markus Persson, was advised by Mannheimer Swartling’s Stockholm-based corporate partner Adam Green, alongside with M&A partner Tom Wehtje.

Green told Legal Business: ‘Our M&A practice has won some wonderful mandates and had our strongest year since Lehman. Sweden has a very innovative tech space, right down to start-ups, and the legal market is still very dominated by the independent firms.’

The Magic Circle firm also acted for Quadrangle and Goldman Sachs on their sale of Get AS, a leading fibre-based entertainment and communications provider of video, broadband and voice over IP services in Norway, to TDC for an enterprise value of US$2.2bn.

Linklaters helped to execute more than $7bn worth of deals last week, largely spearheaded by its private equity group.

London-based private equity partner David Holdsworth, who last year led when TDR Capital acquired upmarket gym chain David Lloyd for nearly £800m, advised US computers systems provider Attachmate Group on a reverse takeover by the UK’s Micro Focus in a deal to form a company worth $2.35bn.

Micro Focus was advised by Travers Smith head of corporate Spencer Summerfield in what is one of that firm’s largest M&A advisory roles this calendar year.

Linklaters, which also acted for Attachmate Group’s four owners – Francisco Partners Funds, the Golden Gate Funds, the Thoma Bravo Funds and the Elliott Management Fund, isn’t renowned for its presence in the tech space but these two mandates come as part of a larger push that has been spearheaded by the firm’s private equity group.

Earlier this year Holdsworth led on Japanese e-commerce giant Rakuten’s $900m purchase of chat application Viber and he secured Attachmate a break fee of around $11m should this latest deal fall through, a clause that hasn’t been permitted in the UK since 2011. The holding vehicle for the four owners of Attachmate, Wizard, will hold a 40% stake in the new enlarged company.

tom.moore@legalease.co.uk

Legal Business

Linklaters names Stuart Bedford as London head of corporate

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Linklaters has appointed its third London head of corporate this year, with Stuart Bedford stepping up to lead its City offering following Sarah Wiggins’ switch to global head of client sectors just two months into the role.  

Bedford begins a four-year term with immediate effect, having recently moved back to London after leading the firm’s corporate practice in Asia. Having been at the firm for nine years, Bedford has built a practice around the natural resources and infrastructure sectors in Africa and Asia.

Before Wiggins’ brief tenure in the role, which she held alongside other management positions that included heading the corporate group’s natural resources division and spearheading the firm’s diversity drive, Shane Griffin served a four-year term.

Matthew Middleditch, Linklaters’ global head of corporate, said: ’With the M&A market gathering pace and with our London-based clients consistently at the forefront of major cross-border M&A activity right across the world, Stuart’s extensive cross-border expertise, across Africa and Asia in particular, means he brings tremendous global experience and insight to this role.’

Bedford added: ‘Linklaters enjoys an outstanding reputation for working on high profile, complex, cross-border deals. While our transactional track record speaks for itself, we are increasingly supporting the boards of our clients with matters of governance, risk management and strategic transformational change. It’s a significant challenge and an offering to clients that I am looking forward to helping our team sharpen further.’

A driving practice at the firm, Linklaters has promoted just one London corporate lawyer, Tracey Lochhead, to partner this year.

tom.moore@legalease.co.uk