Legal Business

Sponsored briefing: A cultural shift – has the fallout from the financial crisis changed corporate culture in financial services or is there still work to be done?

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Dispute resolution White & Case

Zeena Saleh, associate, and Chris Brennan, partner, at White & Case on corporate culture

The concept of corporate culture was the focus of much discussion at the Legal Business Financial Regulatory and Disputes Summit 2020 (the Summit). Since the 2007/08 financial crisis, culture is a concept that has become an increasingly important priority for financial services firms and conduct regulators across the globe. There is no doubt that firms and their senior managers are more aware of the importance of ensuring a good corporate culture throughout their business. However, with more reports of financial and non-financial misconduct within the market, it seems likely that regulators will consider further work needs to be done.

Legal Business

A year of two halves for White & Case as City revenue drops after tricky start to 2019

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Global London White & Case

White & Case’s City revenue fell almost 4% over the last financial year following a ‘challenging’ start to 2019, while growth in global turnover also slowed.

London revenue last year dropped to $337m from $350m after a blistering 2018 on the back of a dynamic lateral hiring spree.

Global turnover managed to grow 6.6% to $2.18bn, while profit per equity partner (PEP) was up 8.2% to $2.59m, albeit against a drop of 10 equity partners to 332 worldwide. In 2018, global revenues hiked 13.7% to break the $2bn mark as PEP grew 6% to $2.40m.

‘There was general political and economic uncertainty which affected the market,’ White & Case London executive partner Melissa Butler (pictured) told Legal Business. ‘The M&A market and IPO market was down, but most of those challenges were predominantly in the first half of the year.’

Despite the slowdown, the five-year growth track at the firm makes for impressive reading. Since 2015, revenue per lawyer has increased 24%, PEP 29% and overall revenue a striking 43%. The number of lawyers at the firm has increased 15% in the timeframe to 2,204 across 44 locations.

‘The results since 2015 tell you a lot,’ executive committee member Oliver Brettle told Legal Business. ‘These are very significant increases for a firm as large as ours. In London, we’ve had a 47.5% increase in partners which is another significant increase.’

Both Butler and Brettle are sanguine about the year ahead, with 2020 marking the final year in the firm’s much-touted 2020 strategy to go ‘toe-to-toe’ with the Magic Circle. Butler insists the remainder of 2020 will be ‘all hands on deck’ in the City to realise the strategy, coming off the back of White & Case’s strongest ever January.

While more lateral hires are expected in the coming year in the City, unusually White & Case largely overlooked London in its last partnership promotion round, minting only three in London as part of its largest ever round. New York also received fewer new partners, while 14 were promoted in continental Europe.

thomas.alan@legalease.co.uk

Legal Business

Dealwatch: Weil and Mayer Brown scoop leads on Nestlé’s $4bn US ice cream business sale

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Dealwatch Cleary Gottlieb Steen & HamiltonFreshfields Bruckhaus DeringerLatham & WatkinsMayer BrownWeil, Gotshal & MangesWhite & Case

Weil Gotshal & Manges and Mayer Brown have advised on the sale of Nestlé’s US ice cream business to Froneri for $4bn.

Froneri is an ice cream focused joint venture by Nestlé and PAI Partners created in 2016. The deal means that brands such as Häagen-Dazs, Edy’s, Drumstick and Dreyer’s will join its portfolio which already includes Movenpick, Green & Blacks and Cadbury’s ice cream.

Weil advised Froneri with a team led by London private equity partner Jonathan Wood and Boston private equity partner Matthew Goulding. The team also included London managing partner Michael Francis, head of the firm’s London technology and IP transactions practice Barry Fishley and London banking partner Tom Richards.

Mayer Brown advised Nestle with a team led out of the US by partners David Carpenter, John Boelter and Michelle Gross.

Carpenter told Legal Business: ‘Nestlé has already contributed to the ice cream business in different parts of the world through this joint venture. The buyer is actually 50% owned by Nestlé and so it’s moving the ice cream business into a company that has a private equity partner. It will be focused on ice cream rather than being part of a big conglomerate.’

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

Meanwhile, Freshfields Bruckhaus Deringer advised private equity firm CVC Capital Partners on the acquisition of a stake in WebPros Group by CVC Fund VII from Oakley Capital Private Equity and other investors.

WebPros is a web hosting automation software provider for server management and includes web hosting platforms cPanel and Plesk and web hosting management and billing software WHMCS.

The Freshfields team was led by global co-head of financial sponsors Charles Hayes, co-head of European leveraged finance Alex Mitchell and corporate and M&A lawyer Vincent Bergin.

Kirkland & Ellis advised Oakley Capital on the sale led by London corporate partners Rory Mullarkey and Jacob Traff as well as Ben Leyendeckerin Munich.

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

Elsewhere, White & Case advised on the $25.6bn IPO of Saudi Arabian Oil Company (Saudi Aramco), making it the world’s largest IPO. The company began trading on the Saudi Arabian Tadawul Stock Exchange on Wednesday 11 December under TADAWUL: ARAMCO.

The offering included subscriptions from institutions and individuals, comprising of SAR 446bn ($119bn). The Kingdom of Saudi Arabia sold 3bn shares of Saudi Aramco which accounted for 1.5% Saudi Aramco’s share capital.

The White & Case team was led by Dubai partner Sami Al-Louzi and included London partners Inigo Esteve, capital markets partner Alexander Underwood, Ronan O’Reilly and employment compensation and benefits lawyer Jack Gardener. The Law Office of Megren Al-Shaalan also advised Aramco with a team led by Megren Al-Shaalan and Doug Peel and included London capital markets partner Ibrahim Soumrany.

The $1.7trn valuation makes Saudi Aramco the largest company by market capitalisation. Over 400 White & Case lawyers from around 20 offices advised Saudi Aramco on the transaction.

Latham & Watkins advised the underwriters of Saudi Aramco on non-Saudi law matters. The team was led by New York partners Marc Jaffe and Ian Schuman and included London partner Craig Nethercott. London partners James Inness and Jeremy Green offered advice on corporate matters, Chirag Sanghrajka advised on finance, Rob Moulton advised on regulatory matters while Karl Mah advised on tax.

Prior to the listing, the largest IPO spot was held by Alibaba Group Holding Limited which listed in September 2014 on the New York Stock Exchange (NYSE) for $21.8bn.

Finally, Cleary Gottlieb Steen & Hamilton advised Qatar Investment Authority (QIA) on the $450m acquisition of a 25.1% stake in Adani Electricity Mumbai Limited (AEML) from Adani Transmission Limited as well as a shareholder subordinated debt investment by QIA in AEML.

AEML is part of Adani Group, an integrated business conglomerate based in India which includes six publicly traded companies, focusing on resources, logistics, energy and agriculture.

The Cleary team was led by London partners Tihir Sarkar and Nallini Puri.

Puri told Legal Business: ‘QIA is a very big investor to be partnering with. The Adani Group is a big group with lots of diversified interests and historically they’ve engaged in a lot of acquisitions, particularly within India. India’s done less with foreign investors. In some ways this is a very significant partnership for them because they’ve tied up with a very high profile investor.’

AEMl was advised by Indian firm Cyril Amarchand Mangaldas led by partners from the Mumbai office.

The deal is expected to close in early 2020 subject to customary conditions and regulatory approval.

muna.abdi@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

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Freshfields Bruckhaus DeringerKirkland & EllisSlaughter and MayWhite & Case

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

Legal Business

White & Case’s City partner promotions drop to three in shift from NYLon focus amid 45-strong round

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Partnership promotions White & Case

In an unusual move, White & Case has largely overlooked London in its latest partnership promotions as the firm minted only three in the City as part of its largest ever round.

The firm announced today (11 October) that as of January 2020 it will promote 45 of its lawyers to partner, four more than last year, but promotions in the City dropped by ten from 13 in the previous round.

Executive committee member Oliver Brettle (pictured) told Legal Business that the firm was looking at ‘consolidating what we already have’ and ‘making sure we have invested correctly’ after four years that saw ‘substantial numbers of partner promotions and lateral hires’.

Since the start of 2017, White & Case has promoted 30 London lawyers to partner, its London partner headcount growing from 80 at the start of 2015 to 122 at the start of 2019. ‘We are absolutely committed to continue to invest in London,’ said Brettle.

New York promotions also dropped this year, with the firm minting eight compared to ten in 2018, although overall promotions in the US were up by four to 16. As a result, London and the US together welcomed less than half of the new partners (42%) after accounting for 61% of the promotions last year and three quarters of its 31-strong round in 2017.

The real focus for the firm in Europe was its 200-lawyer German practice, with Frankfurt seeing eight lawyers promoted compared to just two last year and Düsseldorf getting one new restructuring partner. In Frankfurt four lawyers were promoted in M&A, two in banking, one in litigation and one in capital markets.

Brettle said: ‘We have seen an uptick in business activity in Germany, we have a very strong and growing practice in Frankfurt and we thought it was appropriate to invest in new talent. Is this directly Brexit-related? No. But is it entirely Brexit-unrelated? Also no.’

In total the firm promoted 14 lawyers in continental Europe, with Brussels seeing two added to its partnership, while Paris, Prague and Stockholm got one each. In Asia-Pacific, Singapore and Tokyo saw two promotions each, Hong Kong one.

In the City, Charbel Abou Charaf was promoted in the M&A practice, Jonathan Brierley in arbitration and Anneka Randhawa in white collar. Globally the firm’s M&A practice saw 19 promoted.

The new partners include 17 women, making up 38% of the total intake.

White & Case’s largest-ever promotion round comes after the firm broke the $2bn revenue mark after increasing turnover 14% in 2018, while profit per equity partner rose 6% to $2.4m.

Its City office grew turnover 7% to $350m, the third highest grossing London outpost of any US-bred firm after Kirkland & Ellis and Latham & Watkins at an estimated $380m and $375m respectively.

White & Case promotion round is once again dwarfed by Kirkland’s record 141-strong cohort announced last week, which includes 16 new partners in the City.

marco.cillario@legalease.co.uk

For more on White & Case’s unlikely revolution, see ‘Reborn Supremacy’ (£)

Legal Business

Life during law: Ian Bagshaw

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Life During Law White & Case

I’m less Marmite than I was. Never been deferential. Having a Mancunian directness, I was brought up by people who called a spade a spade. Helps me with clients massively. Sometimes it’s not what other lawyers want. I could be more political and in the past, I’ve tried. You can only be yourself.

I was the first person in my family to go to university. I didn’t grow up dreaming of being a solicitor. I still think football coaching was my true calling.

Legal Business

Revolving doors: Eversheds ups City disputes investment as White & Case hires Latham duo in Milan

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Strategic recruitment Eversheds SutherlandWhite & Case

Eversheds Sutherland has added to recent investment in its London litigation and dispute management practice with a lateral hire from Shepherd and Wedderburn, the sixth addition to the team in the last year.

White & Case, meanwhile, made a notable double-hire from Latham & Watkins in Milan to its banking and M&A practices, as TLT expanded in Manchester with a team hire.

Eversheds announced today [29 July] the hire of Claire Stockford as a partner in its London commercial dispute resolution practice, bringing experience in international arbitration, competition disputes and commercial litigation across a range of sectors.

Her hire takes Eversheds’ London disputes team up to 28 partners, and follows three partner hires over the last year – Jessica Neuberger from Ashurst, Steve Smith from Nomura International, and Thekla Fellas from Fladgate – as well as two internal promotions.

Global co-head of litigation Paul Worth told Legal Business Stockford brought broad international experience in commercial litigation, international arbitration and competition and anti-trust litigation.

‘She’s versatile and experienced. International arbitration is an area that we are, and have been, very busy in in London and beyond, and competition litigation is an area where lots of firms are looking to strengthen,’ he told Legal Business. ‘The team had a busy year and are busy now, there’s plenty of arbitration work, and particularly international arbitration, work going on.’

He said the London disputes practice grew by 12% last year – the firm’s overall non-US business grew 11% to hit £548.8m in the 2018/19 financial year – and would continue to invest, with further lateral hires in Hong Kong, Paris and London imminent.

‘This is one of a number of hires and promotions that we have made and will continue to make to grow our London disputes practice,’ he said. ‘It’s an obvious place to continue to grow our disputes team, although not the only place.’

Elsewhere, White & Case hired Andrea Novarese and Maria Cristina Storchi in Milan. The pair recently advised the banks financing toll road operator Atlantia’s bid for Spanish rival Abertis, and will join Latham’s banking and M&A practices respectively.

Novarese had joined Latham in 2008 when it opened its Milan office, and is reunited with Michael Immordino, White & Case’s Milan executive partner, who left Latham to relaunch White & Case’s Milan office after its closure in 2008.

Immordino commented: ‘Andrea and Maria Cristina are leading lawyers in the Italian market who add experience and depth to our bench in Milan. Their addition continues an exciting period of growth for the office over the past four years where our partner team has grown by seven through a mix of new partners joining and internal promotions.’

Meanwhile in Singapore, Cooley hired corporate partner Ferish Patel from fellow US firm Gunderson Dettmer. Patel, who led Gunderson’s Singapore office, will now take the lead on Cooley’s intention to set up a Singapore base as it looks to expand further in Southeast Asia.

Patel advises high-growth technology companies at all stages of their life cycle, as well as founders, management teams, investment funds and boards of directors.

Cooley global business department chair Mike Lincoln commented: ‘Ferish is well-known and highly regarded for his extensive experience advising high-growth companies and investment funds in Singapore, India, China and elsewhere across Southeast Asia. His practice is synergistic with our deep commitment to the region and building on our momentum.’

Finally, TLT hired two partners as part of a five-lawyer corporate team from HRC Law in Manchester. Richard Life and Mark Traynor join the firm – which this year lifted revenue 7% to £87.6m – and advise in the childcare and nursery, digital, automotive and retail and consumer goods sectors on corporate matters.

hamish.mcnicol@legalease.co.uk

Legal Business

Ashurst, Slaughters and White & Case re-elect leaders as rivals ring in the change

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Leadership AshurstSlaughter and MayWhite & Case

The recent spate of leadership elections has seen Ashurst, Slaughter and May and White & Case all sticking with tradition while Stephenson Harwood and Quinn Emanuel Urquhart & Sullivan bet on new leaders.

May saw Hugh Verrier’s term as White & Case chair extended to 16 years after he was re-elected for another four years at the helm of the New York-bred giant. First elected to the role in 2007, Verrier’s tenure has seen sustained growth for the firm, most strikingly in London, where the 2020 strategy led by partner Oliver Brettle, and its core ambition of taking on the Magic Circle in its own backyard, have paid dividends.

Legal Business

If it ain’t broke: Verrier gets fourth term as White & Case chair

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Leadership White & Case

Hugh Verrier’s term as White & Case chair will extend to 16 years after he was re-elected for another four years.

First elected to the helm in 2007, he will start his next stint in September, running until 2023. New York-based Verrier’s tenure has seen successive years of expansion recently, most notably in its London office. The firm declined to comment on whether the election was contested.

The City office was responsible for 17% of firm-wide revenue in the 2018/19 financial year, having increased 7% to $350m. Firm-wide revenue rose 14% to break the $2bn mark at $2.05bn, while profit per equity partner (PEP) grew 6% to $2.40m and revenue per lawyer increased by 8% to reach $954,000.

The 2018 results perpetuated a blistering run for the firm, building on the previous year’s 13% uptick in City revenue while firm-wide revenue saw a pacey 10% increase to $1.8bn in 2017. PEP rose more than 6% to $2.4m and equity partner headcount globally rose by more than 7% to 342 from last year’s 319.

White & Case in 2018 proved itself to be something of a hiring whirlwind in the City having gone great guns with its NY-London focus and ambitions to go ‘toe-to-toe’ with the Magic Circle in London as part of a 2020 plan led by Brettle.

The firm also made up the most London partners of all the US firms in London last year, promoting 13 to the partnership as part of its largest ever promotion round, in which 41 lawyers were minted globally.

The promotion round, effective from January, represented a 32% increase on last year, when 31 were minted. London sees 13 promotions, up from seven last year, and ahead of the 12 in the US. The overall round is one up on the firm’s previous record of 40 two years ago.

For more on the unlikely revolution of White & Case, read Reborn Supremacy.

nathalie.tidman@legalease.co.uk

Legal Business

Sponsored briefing: Enforcement reimagined

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Regulatory White & Case

Chris Brennan follows on from his panel discussion at the Financial Services Regulation and Disputes Summit to explore the options for reforming investigations and enforcement

The closing panel of the recent Legal Business Financial Services Regulation and Disputes Summit was asked to discuss how they would approach the establishment of a new regulatory enforcement body. This article picks up on some of the themes discussed.