Walmart’s Asda agrees to UK merger deal with Sainsbury’s

Slaughter and May, Linklaters and Gibson Dunn & Crutcher are all advising on the proposed merger of supermarket giants Asda and Sainsbury’s, a deal which is set to reshape the UK’s grocery industry.

The merger discussions between the UK’s second and third largest food retailers were revealed this weekend, with an announcement to the London Stock Exchange this morning (30 April) confirming the details of the proposed deal.

The combination – which is set to face close scrutiny from the Competition and Markets Authority – is set to create a company worth more than £10bn, with a combined market share ahead of current market leader Tesco.

Slaughters is advising Asda’s owner, US retail giant Walmart, with a team led by M&A heavyweight Nigel Boardman and corporate partners Victoria MacDuff and Sally Wokes, alongside finance partner Guy O’Keefe, tax partner Steve Edge, pensions and employment partners Jonathan Fenn and Charles Cameron.

Other partners involved in the deal include Cathy Connolly (IP/IT), Jane Edwarde (real estate) and Ben Kingsley (financial regulation)

Asda is a longstanding client of the magic circle firm, which advised on its 2010 purchase of Netto Foodstores. Boardman also led the firm’s team on Walmart’s £6.7bn takeover of the company in 1999, a deal which saw Simmons & Simmons lead for Walmart.

Gibson Dunn is advising Walmart and Asda on competition issues, fielding a team led by London competition head Ali Nikpay and fellow competition partner Deirdre Taylor.

Nikpay joined the US firm in 2013 from the Office of Fair Trading, where he worked on some of the most significant mergers in recent years, including Anglo American and Lafarge, LSE and LCH. Clearnet and Rank and Gala. Since joining Gibson Dunn he has advised on deals including Gala Coral’s 2016 merger with Ladbrokes.

Linklaters, meanwhile, is advising Sainsbury’s with a team led by corporate partners Iain Fenn and Michael Honan, UK competition head Nicole Kar, competition partner Simon Pritchard and managing associate Margot Lindsay.

The magic circle firm has longstanding ties to the company. In 2003 it advised on its abandoned bid for rival Safeway, and it also sits on the supermarket’s UK legal panel, which was reviewed last year, with 11 firms appointed, including Addleshaw Goddard and CMS.

Other major law firms to have advised Sainsbury’s in recent years include Clifford Chance (CC), which took a lead role on its 2016 acquisition of Argos and Habitat owner Home Retail Group.

Middle East Legal Awards – Results

DLA Piper takes International Firm of the Year prize for second year running as Al Tamimi is big local winner

DLA Piper was crowned International Law Firm of the Year for the second year running at the Middle East Legal Awards, underscoring the firm’s continued strong performance in the region.

As the only international firm with offices in all six Gulf Cooperation Council countries, judges praised its regional ambitions and its ongoing efforts to put innovation at the forefront of client care and service in the Middle East.

Clyde & Co, which narrowly missed out on the flagship prize, emerged as the biggest winner on the night, picking up three awards for CSR Initiative of the Year, Litigation Team of the Year and Arbitration Team of the Year.

The awards – which were jointly hosted by Legal Week and the Association of Corporate Counsel (ACC) Middle East Chapter – took place at the Ritz-Carlton in Dubai yesterday (19 April) and were attended by nearly 400 lawyers from across the region and beyond.

Some 24 prizes were up for grabs amid a record year of submissions from leading global and local firms and in-house legal departments.

The awards highlighted the international legal industry’s commitment to the Middle East, with a number of large firms recognised for their work in the region.

Pinsent Masons was named Real Estate Team of the Year for advising on a giant luxury shopping centre and hotel project in Dubai, while Baker McKenzie took home the Regulatory and Investigations Team of the Year award for guiding a client through a complex international regulatory probe.

A number of winners joined DLA in retaining their titles for a second year running. Simmons & Simmons collected the TMT Team of the Year prize again, while Dentons held onto the Construction Team of the Year title for advising on a shopping mall and entertainment development in Abu Dhabi. Bracewell, meanwhile, took home Infrastructure and Energy Projects Team of the Year for a second consecutive year.

The big regional winner was Al Tamimi & Company, which was named Regional Law Firm of the Year (large practice), also for a second year running. The Dubai firm also scooped the Corporate Team of the Year prize to ensure it was the most successful regional player at this year’s awards.

Tribonian Law Advisors (in association with Rindala Beydoun Legal Consultancy) collected the Regional Law Firm of the Year (small practice) award, praised by judges for landing a number of high-profile M&A deals ahead of much bigger competitors.

Satellite TV broadcaster OSN’s in-house team was named Legal Department of the Year (large team) in recognition of its efforts to continuously go above and beyond its remit, while building technology services provider Johnson Controls Middle East & Africa picked up the Legal Department of the Year (small team) award for supporting business development and driving growth across the company.

Dr Zaid Mahayni, group chief legal officer at SEDCO Holding, was crowned General Counsel of the Year (large team) for his strong leadership skills, while Microsoft Gulf’s Joanne Fischlin was named General Counsel of the Year (small team) for transforming how the wider business views and interacts with her department.

The final prize of the night – the ACC Middle East Achievement Award, presented by ACC Middle East president Sahia Ahmed – went to Mark Beer OBE, chief executive of the Dubai International Financial Centre’s Dispute Resolution Authority,  who has been instrumental in developing the commercial court system in Dubai, which is part of the reason why many companies have been eager to run their regional business from the DIFC.

Middle East Awards  – winners in full

  • TMT Team of the Year – Simmons & Simmons (Highly Commended – Dentons)
  • Regulatory and Investigations Team of the Year – Baker McKenzie (HC – Morgan, Lewis & Bockius)
  • Litigation Team of the Year – Clyde & Co (HC – Charles Russell Speechlys)
  • Arbitration Team of the Year – Clyde & Co (HC – DLA Piper )
  • Corporate Team of the Year – Al Tamimi & Company (HC – Shearman & Sterling)
  • Real Estate Team of the Year – Pinsent Masons (HC – Hadef & Partners)
  • Construction Team of the Year – Dentons (HC – Trowers & Hamlins)
  • Infrastructure and Energy Projects Team of the Year – Bracewell (HC – CMS)
  • Banking and Finance Team of the Year – Stephenson Harwood (HC – Al Tamimi & Company)
  • Associate Solicitor of the Year – Rachael Ashley, Hadef & Partners (HC – Macky O’Sullivan, King & Spalding)
  • Regional Law Firm of the Year, Small Practice – Tribonian Law Advisors (HC – Meysan Partners)
  • Regional Law Firm of the Year, Large Practice – Al Tamimi & Company (HC – Afridi & Angell)
  • International Law Firm of the Year – DLA Piper (HC – Clyde & Co)
  • Best Use of Technology – Squire Patton Boggs (HC – Microsoft Gulf)
  • CSR Initiative of the Year – Clyde & Co (HC – Eversheds Sutherland)
  • Innovation Award – Microsoft Gulf
  • Junior Corporate Counsel of the Year – Amira Fayad, Sediqqi
  • Senior Corporate Counsel of the Year – Varsha Gupta, Reckitt Benckiser (HC – Giuseppe Ostuni, First Abu Dhabi Bank )
  • Legal Department of the Year, Small Team – Johnson Controls Middle East & Africa  (HC – Microsoft Gulf)
  • Legal Department of the Year, Government Department, Agency or Public Body – DIFC Academy of Law  (HC – Dubai Multi Commodities Centre)
  • Legal Department of the Year, Large Team – OSN  (HC – UAE Exchange)
  • General Counsel of the Year, Small Team – Joanne Fischlin, Microsoft Gulf  (HC – Gordon Finlayson, Zee Entertainment)
  • General Counsel of the Year, Large Team – Dr Zaid Mahayni, SEDCO Holding (HC – Kiran Scarr, Dubai Multi Commodites Centre)
  • ACC Middle East Achievement Award – Mark Beer OBE, chief executive, Dubai International Financial Centre Dispute Resolution Authority

Slaughters adds Hong Kong partner in third-ever lateral hire

Slaughter and May has made its second-ever external partner hire in Hong Kong, and its third-ever globally, as investigations and litigation lawyer Wynne Mok joins as a partner.

Mok arrives from the Hong Kong Securities and Futures Commission–the equivalent of the Securities and Exchange Commission in the Chinese territory–where she was a director of enforcement. In that role, she managed complex litigation and helped shape the commission’s regulatory policy.

Before taking on a role with law enforcement in 2016, Mok was a disputes partner with Norton Rose Fulbright where she handled SFC and Hong Kong Stock Exchange-related litigation and investigations for Hong Kong-listed Chinese companies. Earlier in her career, she practiced with Hong Kong firm Deacons and legacy Barlow Lyde & Gilbert (which merged with Clyde & Co in 2011).

At Slaughters, Mok will focus on regulatory inquiries and investigations and work with the firm’s London, Beijing and Brussels offices on multi-jurisdictional investigations.

Slaughters Hong Kong senior partner Peter Brien said: “Wynne Mok is a highly respected practitioner who brings a combination of regulatory experience at the highest level and an outstanding track record of advising clients on complex litigation and investigations.  She will play a key role in continuing to build our long-established Asian practice.”

Mok is the second lateral partner hire Slaughters has made in Hong Kong after taking on US securities law partner John Moore in 2014 from Morrison & Foerster. Moore had previously worked for the Hong Kong Stock Exchange, Goldman Sachs and Herbert Smith Freehills (HSF).

Emmanuel PHOTO

Damages For Unlawful Termination Of Employment In Nigeria

All employment has its terms. The terms may be written in a single contract, several documents, custom and usage or inferred from the conduct of the employee and his employer. The terms of employment usually stipulates the procedure, notice and termination package in which the employer would pay to the employee upon termination of the employee’s employment.

It therefore behooves of the employer to terminate the employee’s employment in line with the provisions of the employee’s terms of employment. Consequently, termination of the employee’s employment is said to be unlawful, if the employer fails to terminate the employee’s employment in line with the provisions of the employee’s terms of employment. What then are the damages which will accrue to the employee for unlawful termination of his employment by the employer?

Employment with statutory flavor

An employment with statutory flavor is an employment which is provided by an extant statute. Civil servants fall under this category. The law is settled that where the employment of an employee with statutory flavor is terminated without recourse to the laid procedure in the relevant statute or statutes as the case may be, the court would order that the employee be reinstated. The employer in such a case is liable to pay the employee all outstanding salaries and allowances during the entire period which his employment was unlawfully terminated.

Employment by contract

Unlike an employment with statutory flavor, where the employment of an employee by contract is unlawfully terminated, the employer is liable to pay only what he would have paid had the employment of the employee been properly terminated. The employee is not entitled to reinstatement because the court cannot force an employee on an unwilling employer and vice versa. This means if for instance the employee’s terms of employment stipulates that the employee is entitled to pension, gratuity and 3 months’ notice for termination of his employment, upon the court arriving at a decision that the termination of the employee’s employment is unlawful, it can only order the employer to pay the employee his pension, gratuity and 3 months’ salary in lieu of notice and nothing else.

Employment at will

An employer under common law has the right to hire and fire. An employee at the will of the employer can be summarily dismissed with or without reason. However, if an employee’s employment is terminated on allegation of crime, a competent court must hold the employee guilty of the crime; otherwise the termination of the employee’s employment on allegation of crime is unlawful.

Can a Nigerian court grant damages for psychological, emotional pain and distress claims for unlawful termination of contract of employment?

Unlike in the UK and other commonwealth jurisdictions, a Nigerian court would not grant damages for psychological, emotional pain and distress claims of an employee for unlawful termination of his contract of employment by the employer.


Slaughters and Linklaters lead on Takeda’s £43bn takeover

Slaughter and May and Linklaters are advising as Japan’s Takeda ups its bid for Irish drug company Shire, with an offer valuing the company at around £43bn.

Takeda presented Shire with a new offer worth about £47 per share, after its third attempt – worth £46.50 per share – was rejected on 19 April, when Shire said the bid undervalued its growth prospects.

Linklaters is advising Takeda on its attempt to takeover the company, with a team led by global corporate chair Matthew Middleditch in London, alongside corporate partners James Inglis, Aisling Zarraga and Sarah Flaherty. Global head of US, Tom Shropshire, and Japan corporate partner Hiroya Yamazaki are also advising.

Slaughters is acting for regular client Shire, with City corporate partners Martin Hattrell and Christian Boney at the helm.

The firm previously took the lead for Shire alongside Ropes & Gray when it made an unsolicited $30bn (£19.2bn) approach for rival drug company Baxalta in 2015. The companies went on to complete a $32bn merger the following year. Hattrell also advised on that deal, working alongside fellow corporate partner Adam Eastell, who joined tech company Eigen as GC last year.

Hattrell previously represented Shire in its 2015 acquisition of US company NPS Pharmaceuticals for $5.2bn (£3.34bn) and in 2014, when it was the subject of an attempted takeover by US drugmaker AbbVie in June 2014.

Takeda has previously used firms including Cleary Gottlieb Steen & Hamilton in addition to Linklaters. Last year, Cleary advised the pharmaceutical company on its $5.2bn acquisition of US-based rare cancer drugmaker Ariad Pharmaceuticals. Ariad was represented by Paul Weiss Rifkind Wharton & Garrison.


Slaughters gets the call on Ultra Electronics corruption probe

Slaughter and May is acting as principal adviser for defence and technology group Ultra Electronics as it faces a criminal investigation by the Serious Fraud Office (SFO).


A&O, CC, CMHM star in $1 bln Laos hydropower project

Allen & Overy has advised Laos’ Phonesack Group and Thailand’s Electricity Generating Public Company Limited (EGCO) as sponsors of the $1 billion Nam Theun 1 hydroelectric power project, with Clifford Chance and Thai law firm Chandler MHM (CMHM) advising the lenders. DFDL advised the sponsors as Laos counsel.

The 670-MW Nam Theun 1 hydroelectric plant will be located on the Nam Kading River, about 33 km upstream from its confluence with the Mekong River in Laos’ Borikhamxai province.  The lenders included Bangkok Bank, Export-Import Bank of Thailand, Siam Commercial Bank and TISCO Bank. Partner Fergus Evans led the transaction for Clifford Chance, while the CMHM team was led by partner Joseph Tisuthiwongse.

CMHM previously represented the lenders on the development of the Nam Theun 2 hydroelectric power project in Laos, which commenced operation in 2010. The Nam Theun 1 project has entered into power purchase agreements with the Electricity Generating Authority of Thailand and Electricité Du Laos to supply 514.3 MW of power to EGAT, and 130 MW to EDL for 27 years, starting from 2022.

handshake deal

McDermott recruits four-strong team from Dechert

Dechert life sciences exits continue as Frankfurt team leaves for McDermott.

McDermott Will & Emery has sealed the hire of a four-lawyer Frankfurt team from Dechert’s life sciences practice.

Freshfields Paris office head exits for Jones Day

Elie Kleiman is reunited with Freshfields’ former French real estate team who joined the US firm last year.

Freshfields Bruckhaus Deringer Paris head Elie Kleiman has joined Jones Day in the French capital.


Merger talks begin between Allen & Overy & US firm O’Melveny

Allen & Overy (A&O) has entered merger talks with US firm O’Melveny & Myers which could create a £2bn global law firm, Leaders in Law understands.

The magic circle firm has long desired a US merger and talks are thought to have been progressing for a number of months with senior partner Wim Dejonghe and managing partner Andrew Ballheimer thought to be running the talks.

A&O has made several overtures towards the US in recent years, breaking its lockstep for the first time to bring in several US partners nearly two years ago.

Since then, rumours of need to expand in the US had circulated with O’Melveny frequently mentioned as a merger candidate for the magic circle firm.

A spokesperson for A&O said: “While we have said for several years that we are open to considering a merger with the right partner in the US, we talk to many law firms in many countries all of the time and we do not comment on market speculation and rumours regarding any particular firm.”

A&O has hired from O’Melveny in the past, bringing in Barbara Stettner, Chris Salter and Charles Borden as partners in July 2011 to open the firm’s Washington DC office. Five years earlier, A&O turned to O’Melveny when hiring banking partner Elizabeth Leckie to bolster its New York office.

One West Coast-based partner at a rival firm told The Lawyer:  “Everyone knows it’s been A&O’s strategy for a while to expand their global footprint. They need to do something, A&O hasn’t got the US presence that it would ideally like.”

“Does it surprise me?” added the partner. “No.”

While rumour has circulated for several years over A&O’s US expansion plans, the firm was thought to have been cool on the idea of merger.

Market sources indicated that Shearman & Sterling was being touted for a potential major US tie-up, though Ropes & Gray and Fried Frank had also been mentioned in the same vein.

Of its existing US relationships, A&O is thought to work frequently with Fenwick & West, primarily on intellectual property matters.

A spokesperson for O’Melveny said: “We have no plans to merge and never have.”