Clifford Chance scoops top Co-op Bank role as sale process kicks off

Clifford Chance is advising the Co-op Bank as it begins a formal sale process.

Corporate partner Lee Coney is leading the magic circle team along with partners Iain Hunter, Hilary Evenett and Simon Gleeson.

The group will be advising the bank as it begins the process and explores options to build its capital.

The Co-operative Group is a minority investor in the bank and accepted the financial institution’s decision this morning.

Clifford Chance has a close relationship to the Co-op group, scooping a key advisory role for the group’s banking division on its restructuring in 2013.

Allen & Overy played a key role in the bank’s £1.5bn restructuring plan announced in 2013, acting for the group.

Clifford Chance is one of Co-operative Bank’s panel firms, with the group launching a panel in 2015. It was the first to be created following its split from parent company the Co-op Group.

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Law firm networks flex their cross-border muscle

What do international firms and law firm networks have in common? Most would agree the main similarity is their cross-border appeal. The success of both relies in great part on international networks of firms which become a hook for clients searching for multi-jurisdictional capability.

For many networks, the average number of partner firms involved in a deal is still two, but a look at the key deals and projects involving major input across the piece prove that this is not a failure of the system.

“We anticipate that more jurisdictions will be involved in future deals,” Meritas president and CEO Tanna Moore says. “One of our member firms is working on a deal involving 20 of our member firms. Increasingly, businesses must not only be able to perform locally, but also on a global scale. For this to be feasible, they will require legal advice from other jurisdictions.”

“GCs are starting to see through the ‘emperor’s new clothes’ approach from global law firms”

Michael Siebold

Interlaw chair Michael Siebold says that any change in this number will be entirely client-led, depending on the requirements of each deal or project.

“In some instances there could be a dozen jurisdictions involved in a piece of work, or it could be specific to just one location,” he says. “In our experience it averages out at around two to three jurisdictions, but that’s almost immaterial. What matters is that elite independent networks can flex to the needs of the client with the reassuring depth of expertise wherever they need legal advice.”

Referral systems, and referral tracking, has become the norm for both international firms and independent law firm networks seeking to improve the relationship between lawyers from different jurisdictions.

“Tracking referrals is just one piece of the ­puzzle – we want a clear understanding of how clients’ needs are evolving and how we can deliver a seamless service across continents,” Siebold says. “A robust process for tracking referrals has always been in place, but we are now monitoring and analysing more data to build a detailed picture of how work flows around the network. We have invested in an online digital directory with the capacity to hold more than 10 million individual data records, along with a bespoke client management and feedback system .”

“Every firm’s performance and feedback is reflected in a Satisfaction Index score”

Tanna Moore

Moore adds: “We measure our success with Meritas’ referral reporting program, which has been a core part of our network since its inception. We track all referrals, get peer review feedback from referring firms and clients, and every firm’s performance and feedback is reflected in a Satisfaction Index score. Each firm’s score is available on our website.”

Origination

Deal origination is also changing for networks, with more referrals coming directly from in-house rather than a partner firm.

Lex Mundi, the only network to claim that most of its work involves more than five partner firms, says 50 per cent of its referrals come from clients  and 50 per cent from partner firms.

“Tracking repeat business within the network is done by staying in touch with the clients and the firms they work with”

Carl Anduri

“Our member firms provide aggregated referral information,” Lex Mundi president Carl Anduri says. “Tracking repeat business within the network is done by staying in touch with the clients and the firms they work with. More times than not the clients will continue to work with our firms and have new instructions.”

For others, clients are slowly gaining ground.

“Historically, deals originated from the clients of our network firms but this is changing,” Siebold explains. “General counsel are looking for  quality-assured local expertise in every jurisdiction in which they operate and are starting to see through the ‘emperor’s new clothes’ approach from global law firms who take little more than a logo to some parts of the world. Whereas, the elite networks offer consistent quality throughout the world.”

That is not the rule for all.

“Most new deal work originates from member firms,” Harry Trueheart of TerraLex says. ­“TerraLex teams work together to identify opportunities and make collaborative responses to requests for proposals (RFPs). This will probably remain the case for some time considering the close relationships our members have with their clients, but TerraLex has an ever-growing community of corporate counsel we work with directly.”

Moore echoes this sentiment.

“Most deals at Meritas originate from our member firms and we don’t expect this to change,” she says. “Our firms are looking for a safe place to refer business, and we ensure this with our network’s culture, professionalism and  tight quality controls.”

To see these referrals in action The Lawyer has tracked some of the biggest deals from the most prominent networks from point of origination to closing date.

Asia investment

Interlaw firms represented Asia-based investors Hera Capital Partners Holdings II Pte Ltd and DSG Consumer Partners II in a two-week deal process to expand its business into South East Asia through franchise and/or licensing agreements with business partners in Indonesia, Japan and the Philippines.

The deal, which was originated by Singapore firm Colin Ng & Partners and managed by partner Bill Jamieson, involved three network firms; Indonesia’s Mochtar Karuwin Komar, Japanese firm Momo-o, Matsuo & Namba, and Philippines firm Quasha Ancheta Pena Nolasco.

The turnaround was quick, with firms completing the deal in two weeks with individual agreements with the final client. This was not the first time that Hera Capital Partners and DSG Consumer Partners used an Interlaw firm – they had a previous relationship helping them with their fund formation and investments.

A cross-border sale

TerraLex firm Eugene F Collins acted for long-time client Ross Meadow Holdings on its acquisition of the entire issued capital of RIC Publications Pty Ltd, an Australian-based education publishing business. Their instruction on this matter was thanks to the firms’ involvement in the TerraLex network.

The firm called on Lander & Rogers in Australia, Duncan Cotterill in New Zealand and Fairbridges Wertheim Becker in South Africa to help lead on the transaction.

Eugene F Collins partner Eileen Grace, Lander & Rogers partner Deanna Constable, Duncan Cotterill partner Mark Cathro and Fairbridges Werthaim Becker partner Peter Watts led on the deal from their own jurisdictions.

The deal, which took six months to negotiate and was agreed in early February 2016, involved sales agreements in Australia and Ireland. The acquisition was also debt-financed by both senior and mezzanine debt.

Complexity arose in co-ordinating the legal firms and their time zones; the purchaser entity being controlled by an existing shareholder in the target; and the deliberately ‘light’ legal representation for the remaining shareholders who were selling to the purchaser, requiring Lander & Rogers (as purchaser’s lawyers) to design the seller’s data room and then extract the disclosure from the sellers to a level satisfactory to permit due diligence.

Ireland’s McEvoy Partners and Clifford Chance acted for the other party.

Tech divestment

Lex Mundi firms acted for tech company NCR Corporation on the sale of its interactive printer solutions division (IPS), with worldwide operations, assets and employees.

Long-time adviser Womble Carlyle Sandridge & Rice tapped into its Lex Mundi network to offer legal advice on several continents. The Lex Mundi line-up also included Bass Berry & Sims in the US, Basham Ringe y Correa in Mexico, Ciaro & Cia in Chile, Gide in France, Afridi & Angell in the UAE, and Simpson Grierson in New Zealand.

The matter required complex advice due to the transaction structure and multi-jurisdictional nature of the operations. Each jurisdiction required documents including specific provisions. The team addressed the transfer of the assets and real estate, employment and various merger laws.

The first phase was successfully closed in 2016 and included all IPS operations worldwide other than in the Middle East and Africa.

Global network of the year: Shortlist 2017

Globalaw

Interlaw

International Lawyers Network

Ius Laboris

L&E Global

Meritas

Multilaw

World Services Group

Which network is best?

Globalaw

Globalaw is shortlisted following a series of rollouts across its network in the past year.

The independent law firm network has secured several new sponsors to boost its offering to members including Powerling, which provides three levels of translation on demand to members via the Globalaw website, ranging from basic to full, legally acceptable translations for official purposes.

The network has also signed up insurance broker sponsor EPIC, which is developing a global insurance policy to cover all work referred around the network for Globalaw and its clients.

Alvarez & Marsal, another Globalaw sponsor, is linking up with its alternative dispute resolution and insolvency and reconstruction initiatives, meaning firms can bring together two professional skill-sets to enhance the client offering.

Other initiatives include a general counsel programme whereby firms regularly invite in-housers to Globalaw’s regional and annual meetings where they take part in panels and workshops designed to boost cross-border initiatives.


Interlaw

2016 was a year of high ambition for Interlaw, with a vision to put the digital infrastructure in place to create a virtual global legal services solution that meets the needs of its multinational clients. In partnership with legal tech start-up calls9 Interlaw has embarked on a series of digital transformation projects.

Having taken the decision to invest, execution has been swift, beginning with the launch of a web platform in October 2015 – bedrock of the technological changes to come. This was followed swiftly with the introduction of refreshed branding to complement the organisation’s refined strategy and then an online digital directory that acts as a caucus for all the other digital transformation projects, with the capacity to hold millions of individual data records.

A bespoke client management and feedback system came next, and is being piloted across a pool of member firms. It will be launched to the entire network in 2017.

Interlaw completed a strategic review of its board structure, streamlining its number of directors from 10 to eight.

Interlaw chair  Siebold was reappointed in 2015 to continue in post until 2018, with Shipman & Goodwin partner Glenn Cunningham expected to take over after that.


International Lawyers Network

International Lawyers Network (ILN) admitted four new member firms during the year – Connolly Gallagher in Delaware USA, Hall & Wilcox in Australia, Salaberren & López-Sansón Abogados in Argentina and VGCD Abogados in Colombia.

The independent network has redeveloped the processes it uses to onboard new members. This process focuses on enhanced relationship developed by providing new members with a board advisor, facilitating cross-marketing introductions in their region and strongest practice areas, and helping to integrate them through ‘First Timers’ Receptions’ at conferences, feedback with the administration in early membership and a welcome webinar.



After a period of growth L&E Global has been  investing in solidifying the organisation with the appointment of executive director Jeroen Douwes (former director of business development at CMS), and exploring ways to foster innovation in the face of technological changes such as AI.

To effectively manage the network’s expanding list of clients L&E Global has devised a range of business development and strategic resourcing options, including new technologies, to assist with sophisticated project management and process improvement as part of a long-term strategy. This includes tech such as Salesforce, the launch of a business development committee, tailormade cross-jurisdictional comparisons, cross-border pitch presentations, and legal practice groups and activities.


Meritas

Over the past 18 months Meritas has implemented a number of major operational developments. These have included strengthening and expanding its regional structure to ensure members in different regions receive better support. It has put in place four regional directors covering Asia and Australia, the Caribbean and EMEA, Latin America, and the US and Canada.

Reflecting the international needs of clients, the Meritas network now covers more than 80 countries and continues to grow, focusing expansion on the developing regions of Africa and Latin America as well as broadening its coverage in Europe and North America.

Operationally, over the past year the network has enhanced its governance by creating new member-led regional leadership groups tasked with driving member engagement in the regions.


Multilaw

Technology was also the main trend at Multilaw last year, with the launch of project management software to collaborate on multi-jurisdictional projects. Through this process firms will be able to manage large-scale projects on a secure tech platform, from file collaboration through to billing. Clients can also access the portal and view the status of work, and billing fees.

The network has also launched an online referrals system to identify cross-selling opportunities and a business opportunities portal for firms to match clients to potential investors.

Furthermore, it has introduced a network-wide pricing model  for multi-jurisdictional work incorporating blended rates, fixed-fee arrangements and single-point pricing.


World Services Group

World Services Group (WSG), meanwhile, has developed a non-binding referral tool whereby members can easily track cross-border transactions or collaborations.

WSG and Santander Bank’s international desk have entered into an agreement establishing WSG as a go-to source for the legal needs of the international corporate clients of the global bank. This innovation has proved to be a game-changer for the  network, with more projects set to follow.

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This is open-source lawyering, and it’s working

We’ve had disruption. We’ve had innovation. Now, in 2017, we’re about to get collaboration. I’m sure I’m not the only person to confess lexical and conceptual fatigue, but let’s consider another one: support. Not manufactured, corporatised, human-resourced support, but energy and comradeship of the sort to be found among the Disruptive GC (DGC) group, which projects editor Natasha Bernal examines this week.

The DGC group has attracted enormous interest since The Lawyer first revealed its existence last year. Following our report, Lisa Gan Tomlins at made.com and Matt Wilson at Uber, the prime movers, were bombarded with requests to join. There is currently a waiting list, but in broad terms if you’re not working at a tech-related company in its pre-IPO phase, you don’t have much of shot. If that sounds like an East London coterie, then think again. Many of the members, from companies such as WorldRemit, Property Partner and Graze, had never met before joining the group. Sure, quite a few of them so have that caffeinated, Shoreditch sheen, but what unites them is the pressures of being a lawyer in a start-up.

I have three observations to make about the DGCs. The first is that they have learned how to tell their company’s story to good effect. Many of them work (and occasionally battle) with the regulator in a greenfield business environment. Uber is a good example, but this also applies to peer-to-peer lenders such as Ratesetter and Funding Circle, whose legal and regulatory contribution is helping to shape the very business in which they operate.

The second observation relates to their collaborative practices. The dynamic here is not the collaboration that centres around how different law firms can combine to work for the client; it’s about bypassing private practice altogether. The DGCs communicate privately on Slack to discuss anything from share options to external counsel recommendations to how to put a case together to expand the legal team. It’s open-source lawyering based around speed of response and flexibility.

Furthermore, there are no financial incentives within the DGC collaboration; this is a circulation not of referrals or fees but of information, advice and support, so members are less likely to act as competitive opportunists. The DGCs rely on a strikingly high level of trust. Because a large group – it numbers 30 – view the comments, peer-review is built in. It is, you could argue, an unconscious replication of an ideal partnership, in which information flows freely for the benefit of all.

My third observation is directed at envious in-housers who itch to be part of such a support network. I was with another group of general counsel recently who were fascinated to hear about the group dynamic of the DGCs. But within five minutes the discussion had turned to why it couldn’t be done in their sector. Who would run the group? What about competition concerns? Would everyone participate fully and honestly? The yearning for comradeship and information-sharing was there, but so was timidity and the lowering of the imaginative shutters. The final lesson, then, is this: don’t ask for permission. Open-source your support.

Disruptive GCs: The in-house lawyers shaking up the traditional law firm relationship

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Consolidation in the Middle East: should I stay or should I go?

While the Middle East has in general seen a period of great growth, with law firms responding with new offices and increased local man-power in a bid to expand their client reach, certain regions such as Qatar have experienced a more complicated and turbulent few years.

Oil prices falling to below $50 per barrel has forced the Qatari government to borrow money from the bond market, while other geopolitical tensions have underpinned the various changes to law firms’ presence in the wider MENA region.

Magic circle firm Clifford Chance recently closed its Qatar office citing “less need for a presence in Doha” as the primary reason for the move. The firm opened in Qatar in March 2009 with finance partner Richard Parris and counsel Greg Englefield fronting the base, which initially consisted of six lawyers. Parris has since relocated to Abu Dhabi while Englefield left the firm to join Confluent Law Group as managing partner in Iraq.

In rapid succession, Herbert Smith Freehills became the second international firm to close its Qatar office following poor performance in the country. It has been rumoured that the exit was due in part to the departure of head of the infrastructure finance team James Bremen, who recently moved to Quinn Emanuel Urquhart & Sullivan, and Middle East finance head Nadim Khan, who was instrumental in launching the firm’s first office in the region and has now joined Jones Day.

Interestingly Quinn Emanuel is now understood to be looking at launching a Qatari presence, which would be its first base in the Middle East. This is less likely to be a stand-alone office than a local association or alliance, but it certainly points the finger at Bremen as central, and perhaps highlights the need for a man-on-the-ground who knows the market inside out. Investing in Qatar without such experience would mean operating on much riskier ground.

A source said: “One of these closures has been precipitated by the departure of the big infrastructure finance team at Herbert Smith, but the moves don’t point to a general market response. Clifford Chance has had a skeleton office here for some time.

“Other more specialist firms will see this as an opportunity. Charles Russell Speechlys is growing here. Maybe DWF is similarly looking to do a lot of disputes work on the contractor side.“

One source was unsurprised by the moves: “I don’t think the changes are as dramatic or paradigm shifting as they might first appear from afar.

“In Qatar there are only about six to ten big corporate clients that are worth investment. If many of your competitors deal with them outside of MENA, then it isn’t really worth the costs to keep an office there. Given the relative size of Qatar there isn’t steady workflow of domestic work. With around 45 international law firms in Dubai, it’s better to consolidate.”

Consolidation is a less risky tactic during market fluctuations, and especially when a law firm looks around at its competitors, and sees they are slimming down or leaving altogether.

Addleshaw Goddard’s head of Gulf region Andrew Greaves, who oversees offices in Dubai, Doha and Oman, says the reason some international firms are pulling out of the Middle East markets is simple. “There’s two reasons to open in any country: one, client demand, and two, because you think you can make money. If one or both of these considerations are removed then you need to seriously look at why you’re in that market at all.”

The number of top-end Qatari clients is shrinking, and the ones firms do have are doing less international deals. Sources in the market claim international firms are competing to pick up work from 10 or so clients. So why is client work in Qatar shrinking?

“What we’re seeing at the moment is that is that the region is currently underpinned by the petrodollar, which is still very flat, and that has an impact on the fiscal budget of the regional government entities,” says Greaves. “In turn that’s having an impact on prices, volume of business and big firms with big footprints are seeing their profitably levels being challenged. So we’re seeing a number of bigger firms closing their operation in the likes of Qatar and Abu Dhabi.”

Firms that have departed from areas such as Qatar tend to then consolidate in areas such as Dubai and Saudi Arabia, instead choosing to service Qatari clients from those hubs.

DWF recently took the opportunity to consolidate its existing presence in Dubai with an association with Saudi Arabian firm Harasani & Alkhamees, giving the firm offices in Riyadh and Jeddah.

“Why Dubai? It is a genuine hub for legal services into the broader Middle Eastern, North Africa region,” adds Greaves.

“So I suspect it’s all about cutting overheads, consolidating costs and perhaps enhancing profitability through Dubai. Levels of business in some of the less well-developed markets are being challenged by the oil price.

“Qatar is a market that’s pretty flat at the moment although most firms will see an opportunity arising in the near future in the litigation space because of the amount of work they are doing on the World Cup and railway projects like the Doha Metro and the Lusail Light RailTransit network.”

The future is likely to be a bit brighter, although that of course begs the question over whether firms like HSF and Clifford Chance have been premature in pulling out of the country.

Several sources have predicted that while 2017 could be a difficult year, 2018 may be more buoyant due to the World Cup, which will result in a large number of projects up for grabs.

As one source put it, “often putting up a flag on the ground gets you in the door”. The Lawyer predicts it will be the firm that have spent the time to expand and reinforce their roots in the region – and capable of riding out the downturns – that will profit in the long-run.

Middle East: The data

Clifford Chance has the most partners outside of the UK with 69.6 per cent of its 575 partners working in overseas offices. The firm has 18 partners in the Middle East with two partners that were based in the former Qatar office.

3 per cent of Herbert Smith Freehills’ litigation and dispute resolution partners are based in Dubai. Of the 478 total partners, 65.7 per cent are based outside the UK with 10 partners in the Middle East.

Of DWF’s 227 total partners, 2 per cent are based in Dubai out of 3 per cent of its total partnership in the Middle East overall.

Addleshaw Goddard has 13 of its 622 lawyers located outside of the UK, including 6 in the Middle East. 2 per cent of the firm’s corporate partners are based in Doha, with 4 per cent in Dubai and 7 per cent in Muscat.

This data is an excerpt from The Lawyer’s Global 200 2016 report. Find out more about the report, including how to purchase a copy, by emailing richard.edwards@centaurmedia.com

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Nora Lillis named Irish Private Client lawyer of the year

Nora Lillis, Partner and Head of William Fry’s Private Client Group, has won ‘Irish Private Client Lawyer of the Year’ at the Client Choice Awards 2017.

The award was given in recognition of Nora’s expert legal and taxation advice in the area of trusts and estates including the law of charity. Her practice is split between providing private client advice to high-net worth business families and providing technical trusts, estates and charity advice to William Fry’s commercial clients.

This is the second international award that Nora has received in the last 12 months – in June she was awarded the Best in Trusts and Estates Lawyer in Europe award at the Europe Women in Business Law Awards 2016. She was also named on the Citywealth IFC Power Women Top 200 List 2016.

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Accelerating the delivery of housing and new tenant protections in Ireland

By Tara Rush

Tenant Protection

Rent control measures are now in place for areas designated as Rent Pressure Zones (RPZs). Dublin and Cork City are designated as RPZs for 3 years from 24 December 2016. Further areas have been included for 3 years from 27 January 2017 including parts of Galway City and areas within Wicklow, Kildare, Meath and Cork. Orders may be made to include further areas…

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Gold awards for two Ogier power women

Ogier’s Head of Private Client and Trusts Sally Edwards and Head of Marketing Kate Kirk scooped gold awards at the Citywealth Power Women awards.

The ceremony saw Sally take Woman of the Year: Leadership award in the “Professional Services, IFC” category, while Kate took the “Woman of the Year: Business Services” award.

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Walder Wyss advises TPF on financing

TPF has closed the financing of its maintenance and exploitation centre in the canton of Fribourg. The financing was partly made through a CHF40m private placement, a CHF32m secured bank loan and a CHF55m unsecured bank loan.

Walder Wyss advised TPF on the financing. The Walder Wyss team was led by Alexandre Both (Counsel, Banking & Finance) and included Nicolas Iynedjian (Partner, Lausanne), Thomas Meister (Partner, Tax) and Robert Desax (Managing Associate, Tax).

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Four appointed to new counsel role at Ogier

Four senior lawyers have been appointed to the new role of Counsel at Ogier, reflecting their technical expertise and leadership of a distinct area of legal practice.

Ogier has introduced the “Counsel” title to recognise technical expertise and leadership skills – the first lawyers to be promoted to the role in Jersey are Michael Little who leads the Channel Islands employment law team, private client expert Katherine Neal and Nicola Roberts, a Jersey and BVI-qualified commercial and trust litigation specialist.

The firm has also recruited insolvency specialist Alex Horsbrugh-Porter to a Counsel position in the Guernsey dispute resolution team – Alex is a Cayman and Guernsey qualified lawyer, and a UK licensed insolvency practitioner.

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LK Shields acts for Shard Capital on new VC fund in Ireland

Shard Capital Partners has announced the launch and first closing of the Suir Valley Venture Fund of Suir Valley Funds ICAV, the first Irish-focused venture capital fund in Ireland that uses a regulated fund with a fully regulated Alternative Investment Fund Manager. The Fund invests in early stage software companies.

UK-based Shard Capital will be managing the Fund in Ireland by availing of the management passport under the Alternative Investment Fund Manager Directive. Management of the Fund is led by Barry Downes, founder of FeedHenry, which was acquired by Red Hat Inc in 2014 and also more recently CEO of TSSG, an international software research institute that has delivered over 120 technology and innovation projects for start-ups over the past three years.

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