Legal Business

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

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Litigation Herbert Smith FreehillsWhite & Case

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

White & Case and SullCrom advise as Deutsche Bank fined over £500m for money laundering claims

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Regulatory Deutsche BankSullivan & CromwellWhite & Case

White & Case and Sullivan & Cromwell have advised Deutsche Bank as Germany’s largest lender has been fined £500m by the Financial Conduct Authority (FCA) and the New York’s Department of Financial Services over money laundering claims.

UK financial watchdog fined Deutsche Bank £163m for failing to maintain an adequate anti-money laundering (AML) control framework between 2012 and 2015. It is the largest financial penalty for AML controls failings ever imposed by the FCA.

The fine was issued after an FCA investigation into allegations the bank was used by unidentified customers to transfer $10bn out of Russia ‘in a manner that is highly suggestive of financial crime’. Deutsche Bank turned to White & Case dispute resolution partner John Reynolds for legal advice in London.

Deutsche Bank received a 30% discount after it agreed to settle during the early stages of the FCA investigation bringing it down from £229m. The discount did not apply to the £9.1m in commission the bank generated from the suspicious trading that it had to pay the FCA.

Director of enforcement and market oversight at the FCA Mark Steward said: ‘Deutsche Bank was obliged to establish and maintain an effective AML control framework. By failing to do so, Deutsche Bank put itself at risk of being used to facilitate financial crime and exposed the UK to the risk of financial crime. The size of the fine reflects the seriousness of Deutsche Bank’s failings.’

In a separate settlement announced overnight, the New York’s Department of Financial Services confirmed Deutsche Bank will also pay $425m (£340m) to the state’s main financial regulator. The US regulator said in a statement it had worked closely with the FCA on the enquiry which was related to the same transactions.

Sullivan & Cromwell white collar partner Samuel Seymour advised Deutsche Bank on its US settlement.

madeleine.farman@legalease.co.uk

Legal Business

Clifford Chance leads on Shell’s $3bn disposal of North Sea assets

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Corporate Clifford ChanceWatson Farley and WilliamsWhite & Case

Clifford Chance, Dechert, White & Case and Watson Farley & Williams have all landed roles on Shell’s sale of $3.8bn worth of North Sea oil and gas assets.

The deal sees British investment firm Chrysaor Holdings buy out an initial consideration of $3bn plus an additional potential payment of up to $600m subject to commodity price and $180m for future oil and gas finds.

Chrysaor was advised by Dechert M&A partner Jonathan Angell with specialist oil and gas advice from Bond Dickinson partner Paul Stockley.

Panel firm Clifford Chance were the lead advisers to Shell on the M&A side of the deal, alongside Shell’s in-house team.

White & Case partners Ian Bagshaw and Richard Jones advised energy investment house Harbour Energy Limited, an investment vehicle managed by EIG Global Energy Partners, on its agreement to lead for Chrysaor on the acquisition of the oil and gas portfolio. Watson Farley partner Joe Levin also acted as an adviser for third party banks.

The deal is the third major announcement for White & Case’s private equity team in January. Global private equity head Bagshaw led on Bridgepoint group’s recent £750m buyout of vehicle business Zenith from HgCapital. The team also advised Bridgepoint earlier this month along with Stockholm-based Nordic Cinema Group Holding AB on the $929m sale of Nordic to AMC theatres.

Shell’s divestment to Chrysaor follows its £47bn acquisition of BG Group in 2015. Slaughter and May advised Shell, supported by Cravath Swaine & Moore in the US while Freshfields Bruckhaus Deringer acted for BG.

Anglo-Dutch oil giant Shell reduced its core panel of legal advisers last year from 11 to six firms. Eversheds, Reed Smith Clifford Chance, Allen & Overy, Baker & McKenzie and Norton Rose Fulbright were all understood to have been appointed.

matthew.field@legalease.co.uk

 

Legal Business

White & Case bags another deal for Bridgepoint on Zenith buy

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Corporate Weil, Gotshal & MangesWhite & Case

White & Case, Squire Patton Boggs and Weil, Gotshal & Manges all played key roles in private equity group Bridgepoint’s £750m buyout of vehicle business Zenith from HgCapital.

White & Case’s head global private equity Ian Bagshaw led Bridgepoint on the deal, with Squires partner Jonathan Jones leading for Zenith. Weil corporate partner Jonathan Wood represented HgCapital alongside Simon Saitowitz, Jamie Holdoway and banking partner Reena Gogna.

Zenith is the largest independent vehicle leasing and fleet management business in the UK, and supplies cars for companies such as Greene King, Asda and Santander.

Bagshaw (pictured) said: ‘The complex Zenith acquisition happened swiftly and its success demonstrates the way in which our clients benefit from the strength and in-depth capabilities of our deal teams, and also our increasingly prominent role advising on market leading deals.’

White & Case has now advised Bridgepoint twice in January, with a combined deal value of approximately $2bn. Earlier in the month, Bagshaw advised Bridgepoint and Stockholm-based Nordic Cinema Group Holding AB on the $929m sale of Nordic to AMC theatres.

Weil also took key roles as Advent International and Bain Capital Private Equity agreed to purchase German firm Concardis for $745m.

In November 2016, Bagshaw led White & Case as the firm represented Bupa as part of a deal that saw Bridgepoint sell Oasis Dental Care to the healthcare and insurance provider. While working for Linklaters, Bagshaw also represented Bridgepoint in January 2012 during the PE firm’s acquisition of wealth management business Quilter.

tom.baker@legalease.co.uk

 

Legal Business

White & Case advises as Canadian firm buys UK’s five pound note maker

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Corporate Addleshaw GoddardWhite & Case
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White & Case and Addleshaw Goddard have picked up lead roles as Canadian firm CCL Industries said it would buy Innovia Group for $842m from The Smithfield Group.

Innovia, which supplies the new UK plastic five pound note, makes most of the polymer banknotes around the world. The transaction is expected to close by the first quarter of 2017.

White & Case, which advised The Smithfield Group when it purchased Innovia in 2014, acted for the group of UK investors again with a team led by private equity co-head Ian Bagshaw.

Bagshaw said: ‘Our strong relationship with both organisations ensured we were ideally placed to support this strategically important transaction.’

White & Case’s team on the deal also included London-based Nicholas Greenacre and Lindsey Canning as well as local partner Katarzyna Czapracka in Warsaw.

Addleshaw Goddard acted for CCL Industries, with a team led by Manchester-based partners Richard Lee and Shelley McGivern. Toronto headquartered CCL Industries, which is the largest label maker in the world, has been a client of the firm for more than 15 years.

Lee said: ‘We are delighted to have been able to extend our long-standing relationship with CCL through working with them on this transformative acquisition of such a significant North West based business.’

CCL Industries’ deal follows the £1.35bn purchase by fellow Canadian firm Onex of Parkdean resorts from Electra Partners. Clifford Chance, Latham & Watkins, Travers Smith, Macfarlanes and King & Spalding are among firms to pick up roles on that deal.

victoria.young@legalease.co.uk

Legal Business

Linklaters, Cleary and White & Case advise as Glencore and Qatar take stake in Rosneft

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Corporate Cleary Gottlieb Steen & HamiltonLinklatersWhite & Case
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Linklaters, Cleary Gottlieb Steen & Hamilton and White & Case are advising as Glencore and the Qatari Investment Authority (QIA) offer to take a €10.5bn stake in Russian oil giant Rosneft.

The privatisation deal for 19.5% of Rosneft is yet to be completed, with the Russian state-owned oil firm forced to negotiate the sale around international sanctions. Despite the volatility of the transaction, Russian President Vladimir Putin made a public statement confirming the deal.

Legal Business understands Linklaters is advising Glencore, a long term client of senior partner Charlie Jacobs. Corporate partner and mining sector head David Avery-Gee is also a key adviser to the mining giant. Others from Linklaters team on the deal include finance partner Toby Grimstone and corporate partner Hugo Stolkin.

Cleary Gottlieb is advising the QIA on its side of the deal, while White & Case has been employed by Rosneft on the deal, with Doha-based corporate partner Michiel Visser understood to be acting on the transaction.

The deal to acquire the stake in Rosneft has been highly contentious due to sanctions against Russia from the US and the European Union. Glencore said it would commit just €300m in equity for around 220,000 barrels of oil a day, with the funds for the acquisition of shares provided by QIA.

On Wednesday (7 December), the Kremlin issued a press release claiming the privatisation deal for 19.5% of Rosneft had been completed.

However, Glencore subsequently released a statement claiming the company was still in ‘final stage negotiations’ on the deal.

In another recent mandate for Glencore earlier this year, Linklaters’ Avery-Gee advised on a $2.5bn sale of a stake in its agricultural arm to a Canadian pension fund, which was advised by Freshfields Bruckhaus Deringer.

Linklaters, Cleary Gottlieb and White & Case all declined to comment.

matthew.field@legalease.co.uk

Read more in: ‘Rain men – goodbye Harvard Kool-Aid, hello plain speaking at Linklaters’ c-suite’

 

Legal Business

Finance view – White & Case reinvents its London banking practice with some success

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Finance White & Case
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Madeleine Farman and Victoria Young assess the firm’s reboot after a tough post-2008 run

Traditionally a strong lender side practice in London built around relationships with clients like Deutsche Bank and Goldman Sachs, White & Case’s banking team has moved on since the loss of a four-partner team to Latham & Watkins back in 2010. The exit of then co-head of banking Chris Kandel and his team was a significant hit to a practice that had been established at the peak of the 2000s credit binge as one of the City’s top leveraged shops.

Legal Business

Travers Smith acts on latest Bridgepoint deal as Oasis sold to Bupa for £835m

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Corporate DLA PiperTravers SmithWhite & Case
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Travers Smith, White & Case and DLA Piper have landed roles advising Bridgepoint on its sale of Oasis Dental Care to Bupa, valuing the business at £835m.

Oasis is one of the largest dental companies in the UK, with 380 practices and 1,800 dentists. The company reported annual revenue of £277m for 2015/16. It was acquired by Bridgepoint in 2013 for £187m, with Linklaters acting for the private equity (PE) firm.

Travers advised longstanding client Bridgepoint on the deal for the dentistry company. Travers’ team was led by PE head Paul Dolman (pictured) with a team including competition partner Stephen Whitfield, commercial partner Richard Brown and regulatory partner Phil Bartram.

White & Case advised healthcare and insurance provider Bupa on the deal, while DLA Piper PE partner Tim Wright advised Oasis’s management.

White & Case’s team was led by John Cunningham and Ian Bagshaw in London, and included Mark Powell in Brussels as well as City partners  Victoria Landsbert, Stuart Willey, Colin Harley and Michael Wistow. The US firm also advised Bupa on its £325m acquisition of Polish healthcare provider LUXMED back in 2013.

Travers has advised on several of this year’s headline deals. Travers corporate head Spencer Summerfield acted for Micro Focus on its $8.8bn dollar acquisition by HP in September, while corporate finance head Neal Watson advised for Pinewood Studios on its £323m takeover in August.

PE specialists Travers has strengthened its grip on the upper reaches of the middle market, handling work for clients such Hellman & Friedman and 3i Group as well as Bridgepoint. However the firm lost rising star Helen Croke in May this year. Croke, who joins Travers’ former head of PE Phil Sanderson at Ropes & Gray, counted Bridgepoint as one of her main clients.

matthew.field@legalease.co.uk

For more on private equity deals, see ‘A private function – the in-house counsel making their way in the thrusting world of private equity’

Read more in: ‘The M&A Report – Private equity offers the clients for all seasons’

 

 

Legal Business

Another defection from Macfarlanes as competition head moves to White & Case

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Strategic recruitment MacfarlanesWhite & Case
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In a rare move, White & Case has hired Macfarlanes competition and EU head Marc Israel after 15 years at the firm.

Formerly the leader of Macfarlanes cross-departmental competition litigation practice, Israel will join White & Case bringing his focus on M&A and private equity related non-contentious matters along with cartel, investigations and antitrust litigation.

While partner defections are rare from Macfarlanes, the loss is the second in recent months as the firm lost a partner in September to a US firm when financial services head David Berman agreed to join Quinn Emanuel Urquhart & Sullivan.

Described by The Legal 500 as the ‘experienced’ and ‘practical’ head of a ‘remarkable’ team, Israel’s list of deals includes advising BATS Global Markets on its acquisition of Chi-X to create the largest pan-European equities trading platform, Virgin Group in connection with BSkyB’s acquisition of 18% of ITV and DC Thomson on its acquisition of Friends Reunited from ITV.

White & Case EMEA head of competition Mark Powell expects Israel’s appointment will provide ‘synergies between our competition, disputes and our M&A/private equity teams in London and across EMEA.’ He added: ‘Marc’s practice is an excellent fit for the firm and our clients, and his addition will strengthen our London capability.’

White & Case has been aggressively bulking up its City practice with plans to have more than 500 lawyers in London in four years as part of its 2020 strategy.

In October the firm brought in Clifford Chance corporate partner Patrick Sarch in what will be a significant loss for the Magic Circle firm. In the same month it was announced BNY Mellon’s EMEA regulatory head James Greig was joining White & Case’s financial services team. The US firm also added to its global tax practice in September with the addition of London-based Michael Wistow as co-head of the firm’s tax practice in EMEA from Berwin Leighton Paisner.

The firm has been aggressive outside the City as well, as it was revealed in September the US firm had taken a ten-partner project finance team from Herbert Smith Freehills in Australia, launching two offices in Melbourne and Sydney.

madeleine.farman@legalease.co.uk

For more on competition practices in the City see: ‘Less bark, more bite – competition to the fore as tougher enforcement arrives’

Legal Business

Double hire for Dechert as White & Case PE player Allardice exits with K&E finance partner

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Strategic recruitment DechertKirkland & EllisWhite & Case
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Dechert has strengthened its private equity and finance practices hiring White & Case‘s Ross Allardice and Kirkland & Ellis partner John Markland to boost its presence in the City.

Private equity partner Ross Allardice (pictured) joins from White & Case having moved from Kirkland in 2013. Recently, Allardice has advised HgCapital on its £200m acquisition of The Foundry from Carlyle. He also guided Mid Europa through its acquisition of Danube Foods Group BV and Clates Holding which had combined revenues of more than €400m in 2014. Other clients include Better Capital, Arle Capital, Nordic Capital and Rhone Capital.

Markland has been with Kirkland for 12 years after making the move from Weil, Gotshal & Manges and founded the firm’s European debt finance team. Markland has advised clients such as Palamon Capital Partners, Mid Europa Partners and Bain Capital.

Chair of Dechert’s London office management committee Camille Abousleiman said: ‘The London office is expanding and adding some very dynamic partners. With the addition of John and Ross as a team, we have significantly enhanced our private equity and global finance offerings both in London and on the continent.’

In August, the Philadelphia headquartered firm bolstered its finance team in the City with the hire of two DLA Piper partners, Philip Butler and David Miles. Miles was DLA’s head of debt finance in London while Butler was head of finance and projects, and global co-chair in the firm’s financial services sector. Going the other way, Dechert recently lost real estate partner Jeremy Trinder to Latham & Watkins in July this year.

Dechert posted global robust revenues growing 6% from $839.5m in 2014 to $890m in 2015 driven by strong growth in the firm’s litigation practice which was up 17%. The firm’s PEP also grew by 8.5% from $2.32m to $2.5m. The firm has 127 fee earners in the City, and its partnership ranks in London fell 9% to 39 partners in 2015.#

madeleine.farman@legalease.co.uk

For more on Private Equity in the City see: ‘ABC – the brutally simple world of a private equity lawyer’