White & Case and Weil lead on $2.3bn Sony acquisition

White & Case and Weil Gotshal & Manges have taken lead roles on Sony’s $2.3bn acquisition of a majority stake in EMI Music Publishing, which owns songs by artists like Sam Smith, Queen and Kanye West.

Sony has bought  Mubadala Investment Company’s 60% stake in EMI to take its total share of the company up to 90%.

White & Case advised Sony on the deal, with New York M&A partners Mort Pierce and Chang-Do Gong at the helm of a team that also included tax partner William Dantzler.

Weil meanwhile advised Mubadala, fielding a team led by Dallas M&A partner James Griffin and New York senior counsel William Gutowitz, which also included executive compensation & benefits partner Michael Nissan, banking and finance partner Daniel Dokos and capital markets partner Faiza Rahman.

Sony’s CEO said the deal was motivated by a desire to capitalise on the rise of paid subscription-based music streaming services.

Sony already owns hits from Michael Jackson, Ed Sheeran and The Beatles, but the EMI acquisition will expand Sony’s music catalogue to approximately 4.5 million songs.

EMI was split into two in 2011, with the recording unit sold to Universal Music, while the consortium including Sony and Mubadala bought the publishing business.

The deal generated roles for a host of firms, including legacy SJ Berwin, Clifford Chance, Baker McKenzie and Weil. Weil advised Mubadala, while other firms advising members of the consortium included Bakers, Allen & Overy and Cleary Gottlieb. Meanwhile CC advised Citigroup and EMI on both sales.

Takeover

Eversheds Sutherland PEP jumps 12% to break £800,000

Firm’s non-US business sees PEP rebound on year as revenue rises 13%

Eversheds Sutherland has posted double-digit increases in both revenue and profit per equity partner (PEP) for its non-US business during the 2017-18 financial year.

The firm has boosted its PEP by 12% from £726,000 to £812,000, reaching a record high. Last year, the firm’s net profit and profit per equity partner (PEP) both fell, by 4% and 2% respectively.

BBC Broadcasting House

Pinsent Masons advises BBC over ‘Paradise Papers’ leaks

Pinsent Masons is advising the BBC as the broadcaster and the Guardian newspaper reach a settlement with offshore law firm Appleby over the ‘Paradise Papers’ data hack.

The litigation, which was settled Friday afternoon (4 May), comes after Appleby took legal action against both news outlets, citing breach of confidence following the data hack in May 2016.

In an agreed statement, the parties announced they had “resolved their differences”.

The statement continues: “Without compromising their journalistic integrity or ability to continue to do public interest journalism, the Guardian and the BBC have assisted Appleby by explaining which of the company’s documents may have been used to underpin their journalism. This will allow Appleby to initiate meaningful discussions with its clients, colleagues and regulators.”

The offshore firm had alleged that information leaked to German newspaper Sueddeutsche Zeitung (SZ) and subsequently passed on to the Guardian and BBC was “obtained unlawfully” in circumstances “likely to have amounted to the commission of a criminal offence or cyber-hack”.

Appleby said the leak coverered 6.8 million documents dating back to the 1950s, including loan agreements, financial statements, records of approaches from potential clients and records of legal advice, among other information.

The particulars of claim alleged that the Guardian and BBC should have known the information they had access to was confidential and subject to legal privilege, and that the publication of the documents did not meet the public interest test as “there was no ground to suspect that the confidential information disclosed illegal conduct” either by Appleby or its clients.

The offshore firm was seeking the delivery, destruction or deletion of the information, as well as financial damages covering the costs of dealing with “regulatory entities, clients, employees and agents”.

In their defence, both the BBC and the Guardian argued that there was a strong public interest in the publication of the information from the leak, while the BBC’s defence states that there were grounds for suspecting that the data contained evidence of unlawful activity by Appleby or its clients.

Both the BBC and the Guardian stated that they were unaware of the source that passed the leaked documents to SZ, and argued that they acquired the information lawfully.

A BBC spokesperson said: “We will continue to defend our journalism robustly.”

Pinsents technology, media and telecoms disputes partner David Barker acted for the BBC, with Catrin Evans QC of Matrix Chambers and Jonathan Scherbel-Ball of One Brick Court instructed as counsel.

ASHURST

Ashurst carries out secretarial review with 80 jobs at risk

Ashurst is carrying out a review of its business services function, scrapping the position of executive assistants to bringing in a new business services role of “practice executive”.

This move puts 80 secretarial roles in London at risk.

There will be 35 practice executives in London, covering a broader line of work than traditional secretaries such as business development and client relationships.

Alongside practice executives, the firm will also hire 31 team executives who will be based in London and Glasgow. An additional 12 team assistants will also be recruited to carry out the more routine secretarial and administrative tasks previously undertaken by EAs.

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.

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.”

 

DLA-Piper-Sign

DLA Piper set to cut back London planning team

DLA Piper is in consultation with four London lawyers in its planning team about relocating to Birmingham.

The lawyers – two senior associates and two legal directors – are currently discussing alternatives to relocation if they reject the offer, with redundancy one potential option.

The consultation period will run up to the end of April.

A DLA Piper spokesperson said: “We are in consultation with four members of our London planning team regarding relocation to our Birmingham office in line with the needs of our clients and our business. A team focusing on development planning will remain in London.

“No decision has yet been made, we are doing everything that we can to support the individuals impacted and sincerely hope they will stay with the firm”.

DLA has five partners and 12 fee earners in its UK planning team, which falls under the firm’s real estate group. The rest of the UK team are unaffected by the consultation.

Law firms have typically focused more on streamlining support roles over the past few years, rather than relocating lawyer roles out of London. In 2016 DLA cut 175 support roles across the UK, following a three-month redundancy consultation.

The cuts affected its IT, finance, HR, marketing, business development and secretarial teams in the UK and came in the wake of the firm’s launch of a business services centre in Warsaw in November 2015.

Reed Smith tax team quits for DLA Piper

DLA Piper has hired a three-partner tax team from Reed Smith, just 12 months after they joined from the collapsed European arm of King & Wood Mallesons (KWM).

Paris tax partners Sylvie Vansteenkiste, Fanny Combourieu and Raphael Bera have all left Reed Smith to join DLA. The trio were part of a 50-strong team, including 17 partners, hired by Reed Smith across offices in London, Paris and Germany following the administration of KWM’s European arm.

Vansteenkiste had joined Reed Smith as head of its Paris tax team and previously co-led the European and Middle East tax practice at KWM prior to its collapse. Her practice covers tax audits and litigation, with a particular focus on complex tax structuring of investment funds.

Combourieu acts on private equity transactions, acquisitions and disposals and restructurings, with a particular focus on personal tax for high-net worth individuals. Prior to joining KWM she was a lawyer with Freshfields in Paris, before joining legacy SJ Berwin as a partner.

Bera worked at US firm Cleary Gottlieb Steen & Hamilton in both Paris and New York before joining legacy SJ Berwin. His practice covers tax litigation and audits, with a focus on investment fund structuring.

A&0 New York finance heavyweight joins Mayer Brown

Allen & Overy (A&O) global leveraged finance co-head Scott Zemser has left the firm to join Mayer Brown’s New York office.

Zemser joined the magic circle firm in the US less than two years ago from White & Case.

He joined the magic circle firm alongside two other White & Case partners, Alan Rockwell and Judah Frogel.

A&O broke its lockstep to recruit some of the team, which the firm hoped would be a turning point for its US offering and its global finance practice.

Speaking to Legal Week shortly after the hires, A&O’s global co-head of banking Philip Bowden described the moves as a “game changer” for the firm’s finance practice. In total the firm hired five lawyers at the time, including the three White & Case partners, Proskauer Rose banking finance partner Rajani Gupta and Milbank Tweed Hadley & McCloy associate Todd Koretzky, who joined as a partner.

With the exception of Zemser, they all remain at the firm.

Later that year, A&O’s New York office was hit by the departure of a trio of real estate partners, including the firm’s former US practice leader, to Milbank Tweed Hadley & McCloy.

However, it boosted its presence with a three-partner finance and securities team from Paul Hastings in February last year.

Zemser joins Mayer Brown’s New York office this week.

Mayer Brown global banking and finance co-head Paul Jorissen said: “Scott is highly regarded as a market-leading leveraged finance and restructuring lawyer.”

He added: “His extensive knowledge of both US and global leveraged finance markets, exceptional reputation representing financial institutions as lenders in leveraged finance and acquisition finance transactions and restructuring, and deep relationships in the financial community, will enhance our cross-office, cross-border and cross-practice finance offerings.”

A&O US senior partner Tim House said: “We would like to thank Scott for the contribution he made during his time here and wish him all the best for the future. Our US finance and corporate practices experienced substantial growth in 2017, and we expect that trend to continue this year.”

British Land appoints former Co-op Bank GC to head legal team

The Co-operative Bank’s former general counsel Brona McKeown has joined British Land as GC and company secretary.

McKeown, who was the FTSE 100 company’s first GC, takes over from Elaine Williams who left the property company to join UK logistics company Eddie Stobart after just two years in the role, in November 2017.

McKeown left the Co-op in October 2017, after joining in 2013 as its first legal head. She departed just two months after the company had secured a £700m bailout from hedge funds and other investors. She was replaced by the bank’s regulatory risk director David Bagley.

Before joining the Co-op Bank, McKeown had been interim general counsel at Coventry Building Society for less than a year. Prior to that, she held a number of roles at Barclays, most recently serving as global general counsel of its corporate arm. She joined the bank in 1998 after a six-year stint working for CMS.

Last year, British Land appointed former easyJet group company secretary Bruce James as interim company secretary after Williams left. Previously, James was a consultant at the company for a year, having moved over from easyJet in 2016.

Williams was involved in putting together British Land’s first legal panel in 2015. In January 2017, the company confirmed that Hogan Lovells was to take over KWM’s position on the roster after the firm’s European arm collapsed at the beginning of 2017.

In May that year, British Land sold London’s Leadenhall Building to Chinese investors for £1.15bn. Herbert Smith Freehills, Mayer Brown and Berwin Leighton Paisner picked up key roles acting on the sale of the the building, known as the Cheesegrater.