Listed Groupe SEB has acquired WMF Group. The closing of the transaction is subject to merger control clearance. Groupe SEB will pay EUR 1,020 million in cash for the WMF Group and assume net debt in an amount of EUR 565 million. In addition, SEB takes over EUR 125 million of early retirement and pension liabilities.

WMF is a manufacturer of home appliances and hotel equipment, amongst others, cookware, kitchenware, cutlery, drinking glasses and professional coffee machines, including brands such as WMF, Silit, Kaiser, Schaerer and Hepp. The company, headquartered in Geislingen an der Steige, Germany, is represented in over 40 locations worldwide and operates nearly 200 retail shops in Germany, Austria and Switzerland.

French Groupe SEB is a manufacturer of small appliances and kitchenware and is represented in over 120 countries worldwide. The group owns more than 1,000 active patents and launches over 200 new products a year. Brands include Tefal, Rowenta, Krups, Calor, Vogalu, Moulinex and Lagostina. The holding company SEB S.A. is listed in Paris and headquartered in Écully close to Lyon.

Walder Wyss acts as Swiss legal advisor to Groupe SEB. The team is being led by Urs P. Gnos (Partner, Corporate/M&A) together with Simon Kehl (Managing Associate, Corporate/M&A) and further includes Samuel Lieberherr (Associate, Corporate/M&A), Boris Räber (Associate, Corporate/M&A), Andrea Voelin (Associate, Corporate/M&A), Simone Wetzstein (Associate, Employment), Samuel Klaus (Associate, IP/IT), Martin Zobl (Associate, IP/IT), Janine Corti (Associate, Tax) and Valentin Wiesner (Trainee, Corporate/M&A). Gleiss Lutz acted as lead counsel on the deal, coordinating several other law firms in multiple jurisdictions.

Khaitan & Co advised Nippon Paint Holdings Company Limited in relation to transfer, by way of a slump sale of business of the (i) automotive paints business vertical (relating to 4 wheeler passenger cars and SUV, 3 wheelers and ancillaries) of Berger Paints India Limited to BNB Coatings India Private Limited (BNB), India; and (ii) 4 wheeler passenger car body paint business of Nippon Paint (India) Private Limited to BNB. Nippon Paint Holdings Company Limited is one of Asia’s leading Paints and Coatings company.

Rajat Mukherjee, Partner; Arindam Sarkar, Associate Partner; Monika Srivastava, Principal Associate; Suhana Islam, Principal Associate; Nidhi Killawala, Senior Associate and Prithwijit Gangopadhyay, Associate advised on the Corporate aspects with assistance from others in the firm.

Khaitan & Co advised Cipla Limited in relation to investment by FIL Capital Investments (Mauritius) II Limited in Cipla Health Limited, a subsidiary of Cipla Limited. Cipla Limited is one of the top pharmaceutical companies in India.

Haigreve Khaitan, Partner; Bhavik Narsana, Partner; Kartick Maheshwari, Partner; Sameer Sah, Associate Partner; Shweta Dwivedi, Principal Associate and Avantika Govil, Associate advised on the Corporate aspects with assistance from others in the firm.

Khaitan & Co advised Seaways Shipping and Logistics Limited on its proposed initial public offer of equity shares comprising of a fresh issue of up to INR 800m and an offer for sale of up to 6,445,224 equity shares by Parvataneni Vivek Anand, Parvataneni Sudha Mohan, Parvataneni Prasanthi, Parvathaneni Vishwa Ratan, Parvathaneni Divya, Ratakondla Ramesh and IDFC Private Equity Fund II.

The Firm was the sole counsel for the transaction. Seaways Group is one of the largest integrated logistics service and solutions providers in India offering complete range of logistics services across the globe The Group has a wide network of transportation and distribution and provides logistics services across 130 countries.

Sudhir Bassi, Executive Director; Abhimanyu Bhattacharya, Partner; Thomas George, Principal Associate; Oishik Bagchi, Associate; Kirti Krishna, Associate and Aanchal Arora, Associate represented the client on the transaction.

You can prepare, file, and manage IP filings with Clio’s Alt Legal integration, now available forinternational users.

Alt Legal is a cloud-based intake software that is branded for your law firm and collects the information needed to prepare IP filings. Developed by lawyers and IP paralegals.

Clio’s Chrometa integration is now available to international users, ensuring your legal practice doesn’t miss a billable second.

Chrometa works in the background of your PC, Mac, or smartphone, capturing the work you do, every email, every document, and automatically records them on your timesheet. You don’t need to start or stop timers, it’s all done for you, like having a personal timekeeper.

Clio offers both an iOS and Android app to help manage the ins and outs of practice. Look up your appointments and deadlines, add tasks, track your time and expenses, and do everything you need to while away from your office.

Could transform the way you run your practice, with 24/7 access to all you files, cases, and matters.

For the second week running Mr Justice Peter Smith featured in the most-read story of the week, as it emerged that the judge has instructed BCL Copeland to advise on a number of issues related to allegations of bias against him.

Addleshaw Goddard, which is one of the firms unable to appear before the judge, was also in the news again. This time The Lawyer revealed that the firm is in merger talks with US-headquartered Hunton & Williams, in a move which surprised many in the market.

Linklaters also featured heavily in the top 10 stories this week. The firm is one of several to appear before a parliamentary inquiry into the collapse of BHS, and on Monday defended its work.

Meanwhile partners elected corporate head Charlie Jacobs as Linklaters’ next senior partner, even as Kirkland & Ellis picked up its sixth hire from the magic circle firm’s private equity team.

The week also saw the publication of The Lawyer European 100 2016, which revealed that combined revenue for Europe’s biggest independent firms broke through €9bn (£7bn) last year. The executive summary proved a popular read online.

Our leadership interview last week featured civil fraud boutique Edmonds Marshall McMahon, a small firm which is making waves with a number of big hires.

In in-house news, Pfizer has been cutting its legal roster down in the last three years, taking six firms off the list which forms the Pfizer Legal Alliance.

There was sad news from Slaughter and May, which announced the death of former corporate head Frances Murphy after an illness.

The top 10 stories list was completed this week with last week’s top 10.

Khaitan & Co advised TranServ Private Limited in relation to a Series C funding round led by Micromax Informatics and IDFC SPICE Fund, a domestic venture capital fund managed by IDFC Asset Management Company, along with existing investors Nirvana and Faering Capital India Evolving Fund for INR 100 crores.

TranServ Private Limited is a digital payments company.

G.T. Thomas Phillippe, Partner; Arjun Rajgopal, Principal Associate; Sarthak Sarin, Senior Associate and Kevin Peter, Associate represented the client on the transaction.

Debevoise & Plimpton partner Sophie Lamb is joining Latham & Watkins to head up its arbitration practice.

Lamb was a member of Debevoise’s arbitration group for eight years, working on investment disputes, litigation in the English and overseas courts, as well as business and human rights cases.

She is set to lead the growth and development of Latham’s London arbitration practice, with its overall litigation team compromised of four purely City-based partners.

Lamb began her career as a barrister at One Essex Court and was featured in The Lawyer Hot 100 in 2014.

In 2013, she appeared before the Supreme Court alongside fellow Debevoise partner Peter Goldsmith QC for Kazakhstan-based Ust-Kamenogorsk Hydropower Plant JSC, with Essex Court Chambers barristers acting for the respondents in a key appeal over the English court’s ability to enforce arbitration awards.

Commenting on her departure, London co-managing partner Goldsmith said: “Sophie and I have enjoyed many successful campaigns and I will of course miss her presence in the team. She is an outstanding litigator and advocate and has been a major contributor to the successes of the London litigation practice. Latham & Watkins are very fortunate to have her.”

Latham has made few litigation hires in the City, instead recruiting heavily in corporate and private equity. The firm last recruited Herbert Smith Freehills litigation partner Simon Bushell in 2013.

It’s rare that I go into a restaurant and feel young. To be frank, it’s rare that I do anything these days and feel young, so it is with great pleasure that I report that there is a new restaurant in the ‘hood where those of a certain age and attitude will feel extremely at home.

The ‘hood in question is Notting Hill, but that bit just off the middle part of Holland Park Avenue, a little off the beaten track. There is an old shop sign for James Bricknell above the door, confusing me momentarily. Both lawyer and historian by training I am keen to find out whether this is just some cod signage of the sort I generally find unattractive or the real deal. I come across an entry in The London Gazette, giving notice that the partnership of James Uncles and James Bricknell (Decorators) of 6/8 Portland Road had been dissolved and all debts due and owing to the late firm would be paid by Mr Bricknell alone. That was his second dissolved partnership.

I’m not sure what Mr Bricknell, Decorator, would have made of 6 Portland Road, the restaurant, but if he had a penchant for decent French country cooking, I expect that he’d be very happy.

A simple white space, small tables, wooden chairs, long room and a kitchen at the back, this is classic neighborhood bistro territory. The chap behind the venture came from the Terroirs group and the chef worked at the lovely Green Man and French Horn of blessed memory. That alone is enough to stir me into action and I have been twice, in the same week.

I ask what is in the bowl. “Cervelle de canut” says the very French waiter. I worry about brains. I haven’t eaten them since a friend ordered them without consultation,  at Gymkhana, to be sprinkled over a curry, as an extra. I ate them but I’ve been quietly anxious about it ever since. The waiter notices my face and laughs. It’s fromage frais, he says, with shallots, vinegar, chopped chives and olive oil. I hoover it up on the salty toasts served alongside it. Once I have used all of them up, which is almost instantaneously, I move to the very good, very crusty French baguette of which we have two servings. Obviously. Although it may sound like it, I am not alone, but C is not quite as enamoured of the silk worker’s brains (for that is what Cervelle de Canut translates to) so I have free rein.

Particularly good were the Mussels Mouclade, fat pinky-orange mussels in a curried stock. Think moules mariniere goes east. Creamy rich stock, with a taste of old fashioned curry powder, this demanded more bread and I didn’t refuse. I can’t imagine why I haven’t had this dish anywhere else. And don’t think that there is anything wrong with curry powder, it is the authentic ingredient for this neglected dish and elevates it form the everyday to the status of I-must-try-that-at-home.

A dish of mackerel, chill garlic and fennel seeds could possibly have had a little more of the advertised chili and the plate was all a little dark, what with the charred mackerel skin, the new potatoes with the skin on and the dark spinach. What it lacked in colour it had in taste; the mackerel moist and rich, the potatoes cooked to the point of almost-chewy and the spinach grassily pungent. C’s steak looked the business to me but he pronounced it average, a little too much gristle. I think it may have been the anchovy butter topping that put him off his stride.

Not only that but he said that he found the menu a little limited, especially the starters and ended up with a plate of (very creditable) charcuterie as none of the cooked dishes took his fussy fancy. I give his view as I like to be fair in all things but as in so many other areas I disagree. French cooking, limited choice, not middle of the road. So much to be applauded in a restaurant which has the balls to set up in the very heartland of ageing left-of-centre upper middle class professionals and give them an uncompromising French regional menu rather than the safe bistro classics they might be expecting. So what if there are things you don’t like, when there is so much that is good?

A second visit brings an exquisite Catalan fish stew, with aïoli on the side. More of those fat mussels and this time with some prawns, cockles  and a firm white fish which may have been halibut. Saffron, parsley, tomatoes, wine, all boiled down to a rich, deep, rust-coloured stock, salty, dense with a hint of chilli. I adored this. Meanwhile, C was eating a rather soupy Risotto primavera which did not elicit sounds of joy. Good flavour (I tasted) and in words I can’t believe are coming out of me, a little heavy on the butter  and, yes,  too much liquid.

A good lemon polenta cake with vanilla mascarpone gave the requisite sugar hit with a single mouthful; a granular lemon drizzle, elevated to elegance by the cream.

Judgement: A neighbourhood restaurant for a neighbourhood which is already rather privileged, this is a restaurant which would sit very nicely in Fitzrovia or Chelsea. The lack of local competition for the grey brigade means that this is already mobbed by the late middle-aged and I see no reason to think that will cease any time soon.

How can law firms predict change and adapt swiftly enough to gain a competitive advantage?  K&L Gates global chairman Peter Kalis talks about leadership through disruptive change, the challenges facing every law firm and how they must adapt to change at last year’s Business Leadership Summit.

Adapting to change and adopting innovation are two elements that are celebrated at The Lawyer’s Business Leadership Awards, which recognise leadership and the work from support functions that underpin the business.

Entries to The Lawyer Business Leadership Awards 2016 close on 1 June. Find out how to enter here.

Manchester firm Linder Myers has been sold in a pre-pack administration deal, just two years after avoiding collapse through a debt restructure.

The Manchester firm has become part of aggregation business Metamorph Law in the first of up to 60 planned acquisitions for the business.

According to a statement on Linder Myers’ website the pre-pack deal takes effect as of close of business today (27 May). It will now trade as ‘Linder Myers, part of Metamorph Law Limited’.

The pre-pack deal followed the appointment of Quantuma partners Andrew Hosking and Carl Jackson and director Sean Bucknall as joint administrators.

Metamorph was granted an ABS licence on 14 April this year. It was set up as a vehicle to acquire, transform and aggregate high street law firms focused on private client work.

It is led by CEO Simon Goldhill, who began his legal career at legacy Berwin Leighton and spent time in a variety of firms, including as a litigation partner at legacy Reid Minty. He left practice to become an entrepreneur.

Goldhill said in a statement: “In addition to Linder Myers providing a very dedicated professional team of lawyers and support staff focused on the needs of their clients, they also have the support functions required to service a multi-office firm of around 200 staff. This merger gives us the base on which we can now anchor our operations and seek to build with subsequent acquisitions nationwide.”

Linder Myers equity partner Trevor Ward said the decision to join the business was “unanimous”.

“We have been talking to them since late 2015 and therefore had the opportunity to get to know them well. We are excited by their vision for how we can better service our private client and SME clients,” Ward added in a statement.

In February 2014 Linder Myers filed notice of intention to appoint administrators at the Manchester District Registry Court. However it avoided administration through a debt restructuring deal which included investment from Assure Law director Tony Stockdale.

The firm has not filed accounts for the 2014/15 financial year but Companies House filings show that in 2013/14 it turned over £9.04m, down more than 20 per cent from £11.3m the previous year. It made a net profit of £1.25m, a margin of 13.8 per cent.

According to the Law Society’s solicitors’ directory, the firm currently employs 66 solicitors.

Last week the chairman of the legal referral network Interlaw, Michael Siebold, wrote in his opinion piece ‘Pale imitation of a network’ that “imitation is the sincerest form of flattery”.

I agree, which is why at Dentons we seek not to imitate but reinvent the old-fashioned pay-to-play, territorial legal referral networks.

Dentons understands the pros and cons of these networks. The legacy firms that have combined to form Dentons have been a part of some of the best of them, including Interlaw. But those experiences led us to appreciate the existing networks’ inherent weaknesses, which have nothing to do with the high quality of the member firms but the structural flaws of referral networks.

Nextlaw Global Referral Network is not an endorsement of the network model that Interlaw represents, but a repudiation. Nextlaw is the beginning of the end for the existing model. If the current status quo does not change, today’s legal networks simply will not be able to compete with either integrated global firms like Dentons or a new model of referral network like Nextlaw.

Flaws of the network

While Siebold is a leader of a very good firm, and Interlaw is made up of many very good firms, the traditional referral network model is inherently structurally flawed. The simple problem is that Interlaw, like other networks, is a ‘pay-to-play’ system where the network represents to clients that it will offer the highest quality firms. The truth, however, is the network is comprised of the highest quality firms that are willing to pay to belong to the network. 

Second, because firms have to pay to join, they naturally demand some sort of geographic exclusivity, further limiting the quality of the legal service a client receives in any jurisdiction.

Nextlaw is fundamentally different. It offers the benefits that Interlaw claims without the structural limitations. It offers the advantages of a global firm and a global referral network, rather than seeing the two as competitors.

“Let’s see how long the status quo lasts without their expensive fees and territorial exclusivity”

Dentons’ point is simple. We’re being honest and candid with our clients. We recognise that no firm, not even the world’s largest, may have the specific lawyer with the specific expertise in the specific jurisdiction for each individual client need. Further, we recognise that existing networks are similarly restricted.

If networks limit themselves to a single firm for a city, region, or a national jurisdiction, and then limit themselves further to only those firms willing to pay to belong to the exclusive network, the networks have limited the ability to connect the client to the lawyers with the expertise the client truly needs. In short, they are putting the economic interests of the network ahead of the best interests of the client.

Clients’ best interest

Lawyers should deal with facts. Yet, without any factual basis at all, Siebold asserts that Dentons’ approach is likely to ‘create little more than a digital directory of firms’ when all of the attributes of Interlaw that he touts – collaboration, seamless quality offerings, in-person meetings, shared learning, specialist teams, and continuous vetting – are all not only part of the Nextlaw Global Referral Network but are easier to accomplish with a network whose only criteria for membership is the quality of the firm, not a fee or an exclusive agreement. As soon as networks put limitations on quality, whether economic or geographic, you are not serving clients first.

By any measure – economic, client quality rankings, lawyer quality rankings, service rankings or brand favouritism – Dentons is a tremendous success. What seems to most upset those with an interest in not having things change is that we challenge the status quo by asking first, what is good for the client? We believe that existing law firm referral networks that are pay-to-play are simply not in the best interest of clients. If they were, then the majority of the existing networks would release all of their members from their exclusivity contracts and allow them to also join the one network whose structure places the client first: the Nextlaw Global Referral Network.

If they were so confident in their pay-to-play model, why wouldn’t they simply allow all of their members to belong to multiple referral networks?  Let’s see how long the status quo lasts without their expensive fees and territorial exclusivity. Let them try to imitate Nextlaw for what is in the clients’ best interest.

Every year The Lawyer gathers together the best lawyers in the business, the cream of the crop from in-house, private practice and the bar, for the Hot 100 list. Everyone who makes the roll call have made an impact not just on the performance of their firm, company or chambers, but also the wider business community.

To celebrate the contribution of the Hot 100 to the industry, last week The Lawyer hosted the first of a series of exclusive networking events, which will gather together over 350 of the most influential senior legal professionals in the UK market.

Around 20 barristers and litigators attended the first Hot 100 Connect breakfast briefing in the City last week. Following a breakfast networking session, attendees participated in a panel dis­cussion and Q&A session on the Investigatory Powers Bill and legal professional privilege.

The speakers at the event were Bar Council chairman Chantal-Aimée Doerries QC, Law Society vice-president Robert Bourns and former director of public prosecutions and QC, Keir Starmer MP. The session was moderated by Doughty Street Chambers’ Francis Fitzgibbon QC.

The panel focused on the Investigatory Powers Bill’s progress through the House of Commons and the House of Lords, as well as its likely impact on the legal market. Speakers argued about the various problems surrounding legal privilege legislation reform. Starmer provided the Labour party’s point of view, and spoke about the concerns around judicial intervention on privilege issues, and gave insight into the progress of the bill through the House.

Hot 100 Connect

The Hot 100 Connect, launched last week by The Lawyer, gives Hot 100 lawyers from 2016 and the previous two years’ alumni a platform to reconnect with their peers through a series of exclusive events.

These invitation-only networking and learning events bring together 20 to 30 Hot 100 lawyers in three professional peer groups: in-house, the bar and private practice corporate dealmakers.

Come and be part of it

For enquires and more information about upcoming Hot 100 Connect morning briefings, please call Emma Bower on +44 (0) 207 970 4171, or email emma.bower@centaurmedia.com

Technology is increasingly front and centre of the legal services market and, whether it is used by purchasers or providers, a new tech-driven world is rapidly opening up. Technology is also core to D2 Legal Technology’s (D2LT) business and a critical reason why it won last year’s Best Risk Management Initiative at The Lawyer Business Leadership awards.

As a legal data consultancy a major part of what D2LT does is help its clients in the financial services sector transform the obligations and rights in legal contracts from just words to something that has meaning. This enables the client to achieve business optimisation and better manage their risk.
“Given the regulatory pressures on our clients in the post-financial crisis environment it’s no surprise that the stick has prevailed over the proverbial carrot – that’s why the risk management angle of our services has resonated so well with the in-house counsel and businesses we work with,” says D2LT partner Akber Datoo.

The legal profession has been slow to incorporate technological change, Datoo believes, and the past two decades have not seen any real disruption in the way legal services are offered.

The next decade is likely to be different, however, with a number of key advances in artificial intelligence and the cloud.

A digital transformation

“Lawyers will find that technology advances underpin a paradigm change in legal services, as well as being able to apply the law – which itself will need to evolve – to a world in which business models have undergone a digital transformation,” says Datoo. “Technology is a driving force with business clients, enabling them to scale and achieve new heights. Lawyers have typically shied away from technology, divorcing it where possible from their core offering. In an information society this just won’t be possible.”

Datoo says an appreciation of legal data is a valuable asset, enabling business optimisation and risk management. Chief data officers are realising the importance of the ‘legal data domain’ and forcing in-house legal teams (who, in turn, are forcing firms to slowly wake up to this challenge) to treat legal documentation as key reference data and drive better governance of legal data.

“It’s been great to see the use of document generation tools and machine learning to help address the neglect in this area over the past few decades,” says Datoo.

Clients and some law firms are starting to shift their mindset about technology, Datoo adds.

“‘It’s all about the data’ is a quote from a recent conversation I had with a senior magic circle law firm partner – it was music to my ears,” he jokes.
The key lesson Datoo says he has learned is that change is constant and success relies on embracing that change.

“Equally, technology and systems are never a magic bullet without the people and process 
elements,” he adds. “Often I see clients viewing technology as a cure to all their problems and neglecting the simple process and people aspects. In-house legal teams are particularly guilty of this.”

Datoo admits he was surprised to have won The Lawyer Business Leadership award as it was first time the consultancy had entered for any formal awards. He did not know what to expect.

“With hindsight, one aspect of the evening that was particularly exciting – apart from winning the award, of course – was that we were joined by three of our major clients who were able to join in the celebrations,” adds Datoo.
It was also a satisfying reward for D2LT, adds Datoo, as it was recognition of the consultancy’s innovation in the area of legal data management, which the lawyer believes will be an essential part of the legal profession going forward.

“As well as the staff enjoying our success, which they fully deserve, clients appreciate it,” adds Datoo. “It gives them confidence in us, in our work, legal and technical knowledge and client service. As a result of the award we’ve received quite a lot of press coverage and attention which is, of course, terrific for business and gives us an advantage when pitching for work or targeting new clients.”

An unexpected bonus is that the recognition the awards brought D2LT has also led to the business working with private practice law firms to help them adapt to the changing nature of legal services and legal service provision.

“That is immensely exciting,” concludes Datoo.

Confidence in the Serbian economy stepped up a level two months ago when the country’s voters re-elected prime minister Aleksandar Vucic. The result implies there will be stability in the region for the foreseeable future which could increase the amount of foreign direct investment (FDI), in a further boost to the economy.

One of the Serbian government’s main goals is to maintain stability so as to attract FDI, in addition to restructuring both public debt and the public sector. However, the task is not without its challenges.

“Serbia is behind many countries in terms of FDI so the only way is up,” says Karanović & Nikolić competition head Rastko Petaković. “The government has been trying to attract FDI through tax relief, credits and subsidies, and investors are starting to come in from other European countries as well as China and Russia.”

“The local market is old-fashioned and local companies have to know how to go worldwide”

Recent foreign investor transactions include the construction of a factory by Chinese car parts company Mei Ta just outside Belgrade and the privatisation of steel mill Smederevo, which could be close to a Chinese deal. Some Russian banks are also entering the market, although the country’s primary interests – energy and infrastructure projects – suffered a blow last year with the cancellation of the Southstream Pipeline.

Apart from these high-profile transactions the level of FDI activity across the board is still low.

“We’re still missing FDI in mid-sized companies as the main deals are supported by foreign governments,” says Stankovic & Partners partner Nenad Stankovic. “Serbia is a relatively small country so it’s hard to change. But we have to invest in the local companies planning an exit from Serbia, such as those in IT, as they are easy to export.

“The local market is old-fashioned and local companies have to know how to go worldwide.”

“The banks are still reticent to give out new loans. There’s only a certain pool of security that can be balanced”

The country could well attract further investment with its entry into the EU. However, that process looks set to take some time – negotiations are slow due to some tough decisions having to be taken with regard Kosovo and how to bring its laws into line with EU directives.

As a result, regulatory work has been on the up in Serbia in the past few years as the country looks to harmonise its laws with EU regulations. Corporations have been required to acquaint themselves with the relevant rules and enforcement efforts have been stepped up a notch as a result.

Dawn raids

For law firms, one of the fastest growing practice areas associated with regulatory enforcement is data protection, as Serbian companies export their data and filing systems abroad.

But the Serbian Commission for Protection of Competition has also introduced a more extreme method of enforcement – dawn raids.

“The antitrust authority carried out dawn raids for the first time in Belgrade last year,” remarks BDK Advokati managing partner Tijana Kojović. “They’ve done three dawn raids in a short timeframe which shows they are likely to continue with this dynamic tempo.”

“Serbia is behind many countries in terms of FDI so the only way is up”

The raids were conducted in relation to an investigation into the distribution of e-cigarettes and related ‘e-liquids’, after allegations of resale price fixing.

Press attention on the wider region has intensified in general in the past year, with numerous officials in nearby Romania arrested for taking bribes.

“Compliance has been a growing area for the past five years,” says Kinstellar partner Branislav Maric. “There’s been a proliferation of cases in the US due to the Foreign Account Tax Compliance Act (FATCA) and this reflects what is going on here, and the moves to good market practice. Companies are taking the view that if they report themselves they could see some leniency.”

With FDI still comparatively low in Serbia the legal market has seen few changes. The market is too small to spark the interest of German, UK or US firms, with the only foreign entrants to the marketplace being of Austrian origin.

“Austrian firms have managed to secure a larger footprint as they’ve been following the companies operating through Vienna,” explains Petaković. “They’ve been able to do that because there are no major world players apart from maybe Freshfields Bruckhaus Deringer and Baker & McKenzie.”

With the likes of Kinstellar, Wolf Theiss and Schoenherr acting for clients coming into the region, many of the local firms argue they are not really their direct competitors. But the fact remains that Serbia is a small market and although this is preventing global firms from coming in, it leaves little room for manoeuvre.

“The government is hoping it can update the country’s dilapidated infrastructure and there is considerable potential”

“The legal market has been preserved for years and there are the same players,” says Schoenherr partner Slaven Moravcevic. “There have been some local spin-offs but there’s been no real change and it’s not so interesting for the UK and US firms.”

These spin-offs include the establishment of dispute resolution boutique Mihaj Ilic & Milanovic by three lawyers from Karanović & Nikolić last year, while Bojovic & Partners was spun out of BDK in 2013.

“There’s been dynamic development in the mid-market and among small firms, but there have also been spin-offs from the larger firms,” says Kojović. “I don’t see the business reason for spin-offs as the market is already saturated and has been for years.”

Non-performing loans

One aspect of work keeping Serbian lawyers busy has been the hot topic of non-performing loans (NPLs). As a result of poor economic conditions before and after the world financial crash the NPL ratio in the country is one of the highest in Europe, at around 23 per cent. Now, the government is attempting to reduce their number in the region as the economy appears to be improving.

“A few banks have been offloading these problematic loans,” adds Petaković, “but we are still waiting to see a renaissance in that respect. We are still waiting for major deals in Serbia.”

“The legal market has been preserved for years and there are the same players”

There are several obstacles stopping banks from taking action against NPLs, including the need for banks to clear their balance sheets and form separate entities.

“The banks can then start selling assets from separate entities,” explains Kinstellar partner Selma Mujezinović. “When all banks do this, they can lend. But the banks are still reticent to give out new loans. They are cautious and there’s only a certain pool of security that can be balanced.”

A big feature of 2016 will be the restructuring of NPLs as new investors such as private equity funds come into the market. Private equity houses in Belgrade are said to be looking into how they could restructure and acquire NPLs, which would lead to an increase in liquidity.

The rise in GDP growth in the past year will also help.

“This is the big development in the pipeline, as there will be corporate restructuring on both the debt side and the borrowers’ side,” explains Kojović, “but no-one wants to make the first move. We are expecting something to happen at the end of the year.”

Restructuring work

As NPL work for law firms picks up, so does work on restructurings and insolvency proceedings in general. The problem has been the failure of companies to file for bankruptcy early enough, which has seen some creditors left with nothing.

“There are lots of companies that have still not been privatised and they have to choose between restructuring and bankruptcy,” says Stankovic. “Companies have huge piles of historic debt and we’ve been helping them to negotiate with creditors, banks and state authorities.”

“It’s a big project, to take the city’s municipal waste and get energy out of it”

The government has been looking at further privatisation of state-owned assets but its plans came to a dead end last year when it abandoned the sale of Telekom Srbija.

One new focus is a public-private partnership (PPP) contract intended to introduce waste-to-energy facilities in the city of Belgrade. The authorities invited companies to submit applications last year to construct, operate and maintain the facilities that will transform the city’s waste into electricity and heat.

“The government is hoping it can update the country’s dilapidated infrastructure and there is considerable potential in this area,” says Kinstellar partner Branislav Maric.

“It’s a big project, to take the city’s municipal waste and get energy out of it,” adds Wolf Theiss partner Miroslav Stojanovic. “Not many of these schemes have been implemented yet and it’s a groundbreaking part of the PPP law.”

The PPP initiative is likely to see a host of Serbian firms win work advising bidders as well as banks. However, while the major firms are expected to pick up instructions they continue to compete in a comparatively small market. The country is growing and the economy is stabilising, but Serbia still has a long way to go.

In less than four weeks’ time, a new corporate team will be crowned champions at The Lawyer Awards, in association with Travelers. The winners join an impressive list of previous victors, with Macfarlanes and Jones Day picking up the trophy in 2014 and 2015 respectively.

This year sees four magic circle members fight it out, with two even putting themselves forward for the same deal. US firms have made their presence known in the telecommunications sector, while the global firms have been strengthening their dominance worldwide with deals involving Australian, French and US clients.

Allen & Overy

2015 was a bumper year for IPOs and Allen & Overy (A&O) won mandates on many of the largest. A team led by corporate partner Duncan Bellamy acted for Worldpay on its £2.48bn London Stock Exchange listing: the largest UK flotation since 2011 and biggest ever IPO of a private equity-backed company in Europe.

“Worldpay is a fintech company, which is an exciting and innovative sector,” explains Bellamy. “Fintech is an area of growth and investment, and the IPO itself had a high level of complexity that you don’t ordinarily have in an IPO timeline.”

Worldpay has had a particularly colourful acquisition history, having been bought by RBS in 2002. It then went on to be sold after the Government’s bailout of RBS in 2008, with private equity houses Bain Capital and Advent International the winners of a competitive auction process.

While Weil Gotshal & Manges worked with the selling shareholders. A&O prepared for the listing following a dual-track process. This was complicated when Visa announced its acquisition of Visa Europe in which Worldpay held a stake. The fear was that IPO investors would not recognise the value of the Visa Europe stake amid uncertainty over whether that transaction would go ahead.

Aware of this, A&O implemented an equity capital structure that would entitle the selling shareholders to 90 per cent of the after-tax net proceeds of any sale of Worldpay’s shares in Visa Europe. Contingent value rights used in this way are not normally seen in UK IPOs, so A&O was responsible for a new way of handling London Stock Exchange flotations that may just be replicated in similar situations.

Clifford Chance

Consolidation is hot right now in the brokerage sector. At the start of this year, BGC Partners completed its merger with GFI Group, while another tie-up was brewing between rival brokers ICAP and Tullett Prebon.

The latter deal, valued at approximately £1.1bn, saw Clifford Chance win the lead role for ICAP, which has long fought Tullett Prebon for market share. The merger will see the pair combine their two global hybrid voice-broking franchises under an enlarged Tullett Prebon, creating a stronger platform to provide services.

But the structure of the deal was by no means simple. The transaction concerned ICAP’s global hybrid voice-broking business only, so the smaller Tullett Prebon was essentially acquiring an existing part of a larger plc company. ICAP shareholders will therefore receive shares in the existing listed entity of Tullett Prebon, whereas they would normally have gained a direct interest in ICAP’s voice broking business.

The team, led by partner Steven Fox, provided an important role supporting ICAP’s legal team, which saw its general counsel Duncan Wales depart for Standard Chartered last August. The transaction was announced publicly in November, meaning ICAP’s co-head GCs for the US and EMEA were required to stand up and take control alongside their magic circle advisers.

CMS

One of the largest UK private equity and infrastructure acquisitions of 2015 was AMP Capital’s purchase of a stake in Angel Trains. CMS partners Charlie Currier and Bill Carr advised Australian fund manager AMP Capital, as well as a consortium of other financial backers that joined the bid for the UK train leasing company valued at £3.5bn.

The issue was whether minority shareholder AMP would be able to exercise its pre-emption rights under its existing arrangements to acquire further stakes. But while the exercise of pre-emptions provisions is part of a growing trend, they can pose challenges to ensure the transaction matches up to the shareholder’s documentation.

“In these deals, there’s a lot more focus on the legal drafting,” explains Currier. “It’s got to fit with the legal agreement to which it signed up and this involves a very detailed analysis and is a complex drafting exercise.”

CMS considered some complicated structuring arrangements that enabled AMP to exercise its rights, while obtaining funding from other consortium members. However, the firm also had to ensure that the structure did not lead
to any adverse tax consequences for Angel Trains itself.

As adviser to not just AMP but the whole consortium, CMS was tasked with ascertaining whether all parties accepted the conditions under a rigorous timeframe. As a result, Angel Trains is now the biggest single asset held by AMP Capital’s global infrastructure fund launched in 2014.

DLA Piper

Last year, Discovery acquired the European broadcast rights to the Olympic Games between 2018 and 2024. But what paved the way to that deal was the completion of its transaction with Eurosport. The deal meant that Discovery could move into sports television for the first time.

DLA Piper led on the completion of Discovery Communications’ deal with Euro­sport after negotiations that lasted three years. The transaction required Discovery to acquire its remaining 49 per cent interest in the group from French TV channel TF1, giving it full control of sports channel Eurosport.

In French media law, restrictions are placed on foreign entities regarding the amount of share capital they can hold within a French company. This meant DLA Piper needed
to find a solution that would not restrict Discovery from exercising its option to acquire control at a later stage.

DLA Piper partners Bob Bishop and Chris Baird worked with Discovery throughout the process, which was structured as a three-part acquisition. The first stage saw Discovery acquire an initial 20 per cent equity stake, with an option to acquire a larger stake in two years’ time. Its option to take control was then sped up, with it acquiring a 31 per cent stake in 2014 and completing the transaction last year.

Freshfields Bruckhaus Deringer

There are so many corporate heavyweights advising on Anheuser-Busch InBev’s (AB InBev) takeover of SABMiller that the real question is: who’s not involved? Linklaters and Hogan Lovells have taken the lead for SABMiller, while firms such as Herbert Smith Freehills and Clifford Chance are advising shareholders and financial advisers.

As AB InBev’s adviser, Freshfields Bruckhaus Deringer has played a pivotal role in moving the £71bn transaction forward. If the deal goes through, it will be the largest-ever acquisition of a London-listed company and a total of 190 lawyers from the firm have been working on the deal, with corporate partners Mark Rawlinson, Simon Marchant, Vincent Macq and Alison Smith leading from London.

“It’s a major transaction for the drinks industry and has been pretty complex from the antitrust perspective,” says Rawlinson. “There are over 30 antitrust filings; we’ve already obtained clearance in Australia and the EU, and we are well through the process in the US.”

Freshfields has been working with its client on remedies to assist the regulatory process, with AB InBev announcing the $12bn (£8.21bn) disposal of SABMiller’s interest in MillerCoors, as well as its €2.5bn (£1.7bn) sale of the Peroni, Grolsch and Meantime brands. There has also been the $1.6bn (£1.1bn) disposal of SABMiller’s stake in China Resources Snow – all of which are significant transactions in their own right.

A combination of both drinks companies has been rumoured in the market for some time and Freshfields is actively working to make sure that is a reality.

Linklaters

Linklaters is also shortlisted for its role on AB InBev’s proposed takeover of SABMiller, with the firm acting for the target. As such, its role is different to that of Freshfields and it has been leading SABMiller’s defence to AB InBev as it outlined its bid.

SABMiller instructed Linklaters several years ago to advise it on a defence strategy should it become a target of a possible acquisition. It was a job well done by partners Nick Rumsby and Charlie Jacobs who have so far helped secure five price increases for the company, as well as a break fee of $3bn (£2bn).

The break fee is understood to be the largest ever negotiated, while the firm has also been working on a host of protections for SABMiller employees at the same time as satisfying the demands of shareholder Altria.

Amid intense media scrutiny, both Linklaters and Freshfields have worked hard to finalise a complicated deal structure involving a Belgian merger process and UK scheme of arrangement. And as the companies continue to seek approval from competition authorities around the world, the multi-jurisdictional challenges of the deal will continue.

Shearman & Sterling

Liberty Global is one the most active telecoms companies at present. It bought British cable group Virgin Media in 2013, before moving onto the Netherlands by acquiring Dutch  operator Ziggo a year later. Its most recent purchase saw it expand into yet another  jurisdiction with the acquisition of Cable & Wireless Communications’ (CWC) businesses in the Caribbean and Panama.

The $8.2bn (£5.6bn) purchase sees CWC combine with Liberty’s Latin American  operations, which is set to challenge rivals such as Digicel and America Movil in a deeply contested market. However, there were a number of challenges that had to be tackled by Liberty’s longstanding advisers Shearman & Sterling, who fielded a UK and US team led by City-based partners Laurence Levy and Jeremy Kutner.

“It’s one of the few big deals of last year that didn’t get cancelled by the antitrust authorities,” says Kutner. “It had lots of bells and whistles on the side, and technical complications that we had to work through with Cable & Wireless’ lawyers Slaughter and May.”

The deal was set against a rigorous timetable and was beset by a number of regulatory issues, owing to increasing corporate activity in the sector. In light of this and to prevent delay, Shearman presented four different share alternatives to the CWC board, while advisers normally just present one alternative in these situations.

Winston & Strawn

It may not have been the largest M&A deal of last year, but it was nevertheless one of the most important.

In 2015, Macquarie Infrastructure Fund decided to sell Airwave Solutions – the owner of the UK’s emergency communications network. With Airwave responsible for fire, ambulance and emergency calls, it was critical to find a suitable buyer that would appeal not just to Airwave’s lenders as well as the UK Government.

The suitable buyer ended up being Winston & Strawn client Motorola Solutions, which bought the network for £817.5m. The sale took place after the UK Government ran a procurement process to replace the Airwave network with a new broadband service and Motorola emerged as the successful bidder.

London partner Nicholas Usher advised Motorola throughout the 10-month long negotiations, with one of the complexities including the elimination of Macquarie’s £2bn of debt. It was eliminated via a scheme of arrangement, which tend not to be used in connection with acquisitions. Consents were then sought between multiple government departments, as well as disputes settled between Airwave and the UK authorities.

Macquarie’s £2bn of debt meant Airwave could have gone into an insolvency process. However, Winston & Strawn ensured Motorola was fully prepared to come to the network’s aid.

Ahead of the Business Leadership Summit and Awards on 28-29 September 2016, we are revisiting key topics gathered from last year’s stellar event. In this video, Lloyds Banking Group corporate real estate counsel Lesley Wan and Legal Practice Technologies general counsel Bruce Macmillan talk about the results of last year’s Business Leadership report, which were revealed during the conference.

Gateley has advised private equity investors LDC on their backing of the MBO of Giacom World Networks Limited.

Founded in 1999, Giacom World Networks provides cloud IT and communications solutions for businesses across the UK and the company currently supports more than 3,500 business clients, including IT consultants and resellers.

The deal was led by Corporate partner Paul Jefferson, who led a team in Gateley’s Manchester office, which included senior associate Stephen Roberts, solicitor Katie Porter and Banking partner, Richard Sealy.