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Energy And ESG Partnerships To Drive Japan – Australia M&A

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Herbert Smith Freehills’ fifth annual Japan-Australia M&A and Investment Report reveals that there was a proliferation of new energy partnerships between Japan and Australia in 2021, particularly in hydrogen and ammonia. It predicts that 2022 will bring further decarbonisation initiatives that connect Japan and Australia and bolster M&A activity between the two countries.

Herbert Smith Freehills senior advisor and Australia Japan Business Co-operation Committee Vice-President Ian Williams explains, “Japan significantly increased its targets for cutting carbon emissions in 2021 and Japanese companies are investing heavily as the world accelerates energy transition from fossil fuels towards new energy and renewables. Japan’s new energy transition will be propelled by its commitment to net-zero emissions by 2050, and the announcement for Japan’s emissions reductions target to be further reduced from a 26% cut to 46% between 2013 and 2030. This combined with Australia’s abundance of renewable energy sources, and its historic relationship with Japan as a reliable supplier of high quality energy, including thermal coal and LNG, is a strong foundation for further growth.

“Australia fits squarely within Japan’s decarbonisation strategy, which is already manifesting itself as a driving force behind some of the major trends in Japan-Australia M&A. Driven by Japan’s need to ensure secure sources of imported energy in a decarbonising world, the partnerships will have an essential role if Australia is to continue as the main energy supplier to Japan leading up to 2050 and beyond.

“There is also significant support available in the form of grants, concessional funding and credit support from the Japanese, Australian Federal and State Governments and numerous government agencies in both countries. These new energy partnerships are a distinct third paradigm of Japanese investment in Australia”.

The report details that another key sector to watch in Japan-Australia M&A in 2022 is infrastructure.

Damien Roberts, Herbert Smith Freehills partner and lead of the Japan team in Australia, explained, “After a long hiatus from the Australian commercial property market, Japanese real estate companies, railway companies, investment funds, pension funds and the property divisions of trading houses and industrial companies are poised to return”.

“These investors are attracted to Australia’s stable high-yielding commercial properties, supported by a growing population and economic strength, as part of a global diversification strategy. Urban regeneration projects such as Barangaroo in Sydney, the Melbourne Quarter and Brisbane’s West Village have attracted interest from Japanese investors looking to acquire an equity interest in these projects.”

“Australia’s residential property market is also of interest to Japanese investors as a relatively unconsolidated market, and Japanese building products suppliers and logistics companies are also looking at opportunities in Australia”.

The report explains that despite the record M&A boom in Australia, Japan-Australia M&A activity was lower than anticipated in 2021. There were 33 M&A deals (27 acquisitions and six divestments), 12 of which Herbert Smith Freehills was the legal adviser. The report puts this decline down to the impacts of the Covid-19 global pandemic.

Mr Roberts said, “The pandemic resulted in border closures, quarantine requirements, restricted number of entrants, and internal Australian State border restrictions. Australia’s international border remained closed to international visitors until late 2021, posing significant impediments to the physical site visits that are a key component of due diligence by prospective Japanese buyers”.

Despite the dip seen in 2020 and 2021, the report details that 2022 has started positively for M&A deals and investments in new partnerships have been announced, and the market is set to bounce back to pre-pandemic levels this year.

Mr Williams added, “The fundamentals of the Japan-Australia economic relationship are strong. Japanese investors reinvested profits and continued to fund existing projects. Relationships were not diminished by the challenges of COVID-19, and established companies will continue to invest as new opportunities arise. New entrants are likely to return once the impediments to movement are removed to build on the 2017 to 2019 trend when approximately half the acquisitions were by new entrants to Australia.

“With international business travel between Japan and Australia resuming, we expect there will be a significant number of new entrants coming into the Australian market with growing numbers of deals and, particularly, partnerships. Overall activity will revert to pre-COVID-19 levels. The consequences arising from the recent events in the Ukraine will further strengthen the strategic importance for a stable supply of both traditional and new energy from Australia to Japan.”

Other key findings from the report:

  • Japanese and Australian governments and companies are working collaboratively and strategically more than ever before in response to the uncertain global geopolitical situation, particularly in relation to energy security and critical minerals.
  • 25 new partnerships between Japanese and Australian companies (19 in new energy) and now more than 40 new energy partnerships.
  • Largest deal of the year was TAL Dai-Ichi Life’s A$900 million acquisition of Westpac’s life insurance business (once completed will increase its market-leading share in life insurance to 33%).
  • Strong growth in Japanese banks financing Australian economic and social infrastructure and renewables projects continued, in both initial loans and secondary debt markets. Projects have also been increasingly supported by non-bank lenders such as Japanese insurance companies and pension funds.
  • An area to watch in 2022 is further Japanese investment in DX, innovation and venture capital, which is increasing dramatically with growing recognition that technology development can be accelerated through collaborations and M&A activity with tech-based start-ups.

Read the full report: https://www.herbertsmithfreehills.com/insight/japan-australia-investment-report-2021-the-year-of-partnerships

Revolving doors: Cleary makes Bay Area move as HogLov and Squire enhance Africa offerings

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In a bold Bay Area play, Cleary Gottlieb has announced that it is opening in California with the arrival of renowned antitrust trial lawyer Heather Nyong’o and the relocation of a team of partners and associates from its New York and Washington DC offices to Palo Alto and San Francisco.

Nyong’o was partner-in-charge of WilmerHale’s San Francisco office and leader of its California antitrust and competition practice. She joins long-standing Cleary antitrust partners Brian Byrne and George Cary, white-collar partner Jennifer Kennedy Park, M&A partner Benet O’Reilly, and a team of six associates.

This move builds on Cleary’s many decades representing California’s leading technology companies, private equity firms, and other clients on transformative global antitrust, M&A, enforcement, and capital market matters.

‘We have long advised California clients on their most complex, sophisticated matters. The shifting regulatory environment and evolving needs of businesses across sectors adds compelling reasons to provide these clients with on-the-ground support,’ said Cleary managing partner Michael Gerstenzang. ‘We’ve assembled an outstanding team with the arrival of Heather and relocation of Brian, George, Jen, Benet, and a half-dozen fantastic associates. We will build on this strong foundation by expanding our Bay Area presence with additional exceptional talent in the coming months.’

Also in the US, Clifford Chance has appointed US and international tax specialist Paul Seraganian as a partner based in New York. Seraganian, who joins from Canadian Global 100 firm Osler, Hoskin & Harcourt, where he was managing partner of its New York office, has more than 20 years’ experience in advising on the tax aspects of cross-border corporate transactions, securities offerings, financings and funds and investment management. He has significant experience in advising clients regarding tax-free and taxable reorganisations and acquisitions as well as structuring, operating and unwinding joint venture arrangements.

Head of CC’s US tax, pensions and employment group, David Moldenhauer, said: ‘As we observe the continued internationalisation of business and investment transactions and the related increase in the complexity of these transactions and client structures, Paul’s arrival to the firm further secures our ability to provide first-class advice on critical tax issues.’

Meanwhile, Hogan Lovells has announced the hire of Pinsent Masons partner Chris Green as it expands its corporate and finance capabilities in Johannesburg.

Green leads Pinsents’ South African transactional services practice, focusing on blue chip cross-border corporate M&A work across sectors that include consumer goods, financial services, telecoms and energy & natural resources for clients such as Coca-Cola Beverages Africa, AB InBev and BASF.

Commenting on the appointment, Johannesburg managing partner, Wessel Badenhorst, said: ‘We present the ideal platform for Chris to grow both domestic and worldwide relationships, significantly enhancing and complementing our expertise as well as our brand and presence in South Africa more generally.’

Meanwhile Squire Patton Boggs has enhanced its Africa offering and continued the expansion of its international disputes practice with the addition of Timi Balogun, an Africa projects and disputes specialist, who joins the firm in London as a partner.

Balogun has extensive experience in dispute resolution and international arbitration, acting for African governments, state entities and national oil and gas companies in high-profile disputes. He spent six years as general counsel of The Infrastructure Bank, formerly the Urban Development Bank of Nigeria, in Abuja, before joining Curtis Mallet-Prevost Colt & Mosle in London in 2015, where he was later promoted to partner.

He recently represented the Nigerian National Petroleum Corporation in commercial arbitration proceedings regarding disputes over oil lifting entitlements and was part of a team of lawyers that defended Nigeria in efforts to resist the recognition of a $10bn award in favor of P&ID, a BVI entity.

Peter Stewart, co-coordinator of Squire Patton Boggs’ Africa practice, said: ‘Timi is a rare commodity. In addition to his disputes expertise, he is a skilled and experienced project finance practitioner with a strong in-house counsel background. He is also qualified in both the UK and Nigeria, operating at a high level in both jurisdictions and globally. All of these qualities, combined with his deep knowledge of energy projects, make him a natural to take on a leadership role in our Africa practice and serve as a great asset for our clients.’

King & Spalding has boosted its Singapore corporate team with the arrival of Parveet Singh Gandoak from Skadden, where he was counsel.

Gandoak joins King & Spalding as a partner in the firm’s corporate, finance and investments (CFI) practice group, where he will focus on advising multinationals, sovereign wealth funds, private equity sponsors and venture capital firms on cross-border M&A and other deal-related activity in a range of sectors including tech, media, telecoms, energy and insurance.

Todd Holleman, head of King & Spalding’s CFI practice, said: ‘Parveet’s blend of international experience and entrepreneurial spirit further enhances our Asia M&A and private equity practices. He has a strong background in advising blue-chip clients on some of their largest and most complex transactions in south-east Asia and India, which taps straight into our existing transactional practice.’

In London, Kirkland & Ellis has recruited Ashurst private equity tax partner Alexander Cox. Cox focuses on the structuring of investment funds, including advising in relation to management company tax issues and carried interest. In addition, he also has significant experience advising on real estate tax matters covering both the establishment of real estate funds and the M&A transactions they undertake.

‘Alexander is a leading tax partner in the European private equity market who regularly advises financial sponsors on the structuring of their investment funds,’  said Jon Ballis, chairman of Kirkland’s executive committee. ‘We are delighted that Alexander is joining us and this will further strengthen our global tax team.’

Delaware M&A Quarterly

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In The Williams Companies Stockholder Litigation, the Delaware Court of Chancery enjoined a shareholder rights plan adopted by The Williams Companies at the outset of the COVID-19 pandemic.  This “poison pill” had a package of novel features, including a 5% trigger (albeit with a passive investor carve-out) and an “acting in concert” provision that extended to “parallel conduct” between different investors, which together constituted “a more extreme combination of features than any pill previously evaluated” in Delaware. The court, in an opinion by Vice Chancellor McCormick, found that two of the board’s three objectives in approving the rights plan—namely, to prevent shareholder activism and protect against potential “short-termism” generally without any specific threat—were not legally permissible rationales to adopt a rights plan. The board’s third objective—preventing rapid and undisclosed accumulation of shares by activists—was assumed to be permissible under Delaware law, but was found not to justify the highly unusual features included in this particular pill. All that said, the court was clear that the concerns boards typically identify when adopting an activist defense pill—the potential for creeping control from share accumulations and the potential for negative control from an activist hedge fund having a level of share ownership that could give it outsized influence over the company’s decision-making—remain legitimate justifications for adopting a pill, especially when faced with evidence of accumulation. While it is very rare for Delaware courts to enjoin a rights plan, this decision is likely to have very little, if any, effect on market practice or on the ability of Delaware companies to use rights plans to protect themselves from inappropriate and excessive accumulations of shares by activist hedge funds.  For more, click here.

Court of Chancery Allows Aiding and Abetting Claims to Proceed in Pair of Decisions

While noting the high barriers to alleging an aiding and abetting claim, two Court of Chancery decisions denied motions to dismiss where the court found clear evidence of active and knowing misconduct. In the first, Firefighters’ Pension Sys. of the City of Kansas City, Missouri Trust v. Presidio, Inc., the plaintiff alleged that the company’s financial advisor tipped off the third-party acquirer, BC Partners L.P. (“BCP”), regarding a competing bid by Clayton, Dubilier & Rice, LLC (“CD&R”), thereby enabling BCP to bid only slightly higher and to put time pressure on CD&R’s response.  CD&R indicated that it could make a superior offer for the company, but not a binding one on the tight timeframe, and for that reason, among other concerns, the Presidio board accepted BCP’s lesser offer. The court, in an opinion by Vice Chancellor Laster, found that the aiding and abetting claims against both BCP and the financial advisor should survive the motion to dismiss.  The advisor’s failure to inform the board of its tip to BCP created an informational vacuum that led the board to breach its duty of care.  With respect to the claims against BCP, although viable aiding and abetting claims against a third-party bidder are unusual, the court noted that BCP knew the tip was wrong. The court also held that the plaintiff adequately alleged that the Presidio CEO was self-interested in the transaction and that he “steered the sale process” toward BCP because it promised to retain current company management with a potentially lucrative compensation package, while CD&R did not. Moreover, plaintiff sufficiently alleged that the CEO knew and failed to disclose to stockholders that the financial advisor tipped BCP. For the Presidio opinion, click here.

The second decision, In re Columbia Pipeline Group, Inc. Merger Litigation, involved the sale of Columbia Pipeline to TransCanada Corporation. Similar to Presidio, the plaintiffs alleged that the Columbia Pipeline CEO and CFO steered the sale process toward TransCanada and away from other bidders because the CEO and CFO desired to retire in the near-term and they believed that TransCanada would pay cash for the company, while the other bidders would not. Applying heightened scrutiny under Revlon, the Court of Chancery, in an opinion by Vice Chancellor Laster, held that it was reasonably conceivable that the CEO and CFO breached their fiduciary duties by steering the sale process for personal reasons toward TransCanada, including by ignoring TransCanada’s multiple alleged breaches of its standstill agreement, providing confidential information to TransCanada, telling TransCanada it was unlikely to face competition, providing the board with materially incomplete and inaccurate information about the company’s value, delaying the carrying out of board directives, downplaying the interests of other bidders to the board and making a “moral” commitment to TransCanada to only consider fully financed offers from other bidders.   According to the court, these fiduciary duty breaches prevented the sale price from reaching its potential value. In addition, the court held that the complaint adequately pled a claim against TransCanada for aiding and abetting the breaches of fiduciary duty by the CEO and CFO. The plaintiffs’ allegations, taken as true at this stage in the litigation, suggested that TransCanada knew that the CEO and CFO were breaching their fiduciary duties “and sought to take advantage of the situation.” Vice Chancellor Laster observed that there was a “constellation of allegations” supporting the claim, including, to take just one example, the CFO’s “extreme behavior” that involved the CFO literally handing a TransCanada executive, who was also a friend of the CFO, the company’s negotiating talking points and explaining (contrary to the company’s obvious interests and the advice of its professional advisors) that TransCanada’s bid was unlikely to face competition. These and other allegations, “taken together,” supported an inference of knowing participation and allowed the aiding and abetting claim to survive a motion to dismiss. For the opinion, click here.

Delaware Court of Chancery dismisses Caremark Claims Where Directors’ Actions Did Not Amount to Bad Faith

In Richardson v. Clark, the Delaware Court of Chancery, in an opinion by Vice Chancellor Glasscock, dismissed claims alleging that the directors of Moneygram International, Inc. breached their duties of oversight (so-called “Caremark duties”) by ignoring alleged red flags relating to the company’s anti-money-laundering controls. Moneygram, which provides money transfer services, entered into a settlement agreement with federal authorities relating to its alleged noncompliance with anti-money laundering requirements and charges that it aided and abetted wire fraud. The settlement required the company to make a large restitutions payment to injured customers and take other actions to prevent future wire fraud and money laundering. For several years the company complied with the settlement, but ultimately failed, and was eventually forced to extend the settlement agreement and pay an additional sum in restitution. The plaintiff brought Caremarkclaims alleging that the board ignored red flags to ensure that the company complied with the settlement agreement. The court dismissed the claims based on plaintiff’s failure to make a demand on the board, holding that while the directors “may be plausibly accused of feckless oversight and lack of vigor” and “may have been wistless or overly reliant on management” based on the alleged facts, their actions did not amount to bad faith such that they would face a substantial likelihood of liability for unexculpated breaches of the duty of loyalty. For the opinion, click here.

Delaware Directors Cannot be Targets of Derivative Breach of Contract Suit Premised on Alleged Charter Breach

In Lacey v. Larrea, the Delaware Court of Chancery, in an opinion by Vice Chancellor Glasscock, dismissed a derivative breach of contract claim brought against the directors of Southern Copper Corporation that was premised on an alleged breach of the company’s charter. While Delaware law recognizes charters as a contractual arrangement between stockholders and the company that sometimes binds fiduciaries, it was the company itself, acting through the board, that allegedly breached the charter, and therefore the company (on whose behalf the derivative claim was brought) did not have a breach of contract claim against the directors.  The court explained that the relationship between directors and their corporation is typically fiduciary, rather than contractual, and if any derivative claim is created by a failure on the part of the directors to comply with the entity’s formative documents, it is a claim for breach of fiduciary duty. For the opinion, click here.

Lynn B. Bayard

Squire Patton Boggs Continues Expansion of Data Privacy Practice

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Squire Patton Boggs continues the expansion of its Global Data Privacy & Cybersecurity Practice (Data Practice), with the addition of a three-lawyer, bi-coastal team from BakerHostetler, based in the firm’s Los Angeles, New York and Miami offices. Their arrival comes on the heel of the firm welcoming Alan L. Friel as Deputy Chair of the Data Practice from BakerHostetler.

The new team comprises: of counsel Kyle R. Fath New York and Los Angeles; senior associate Kyle R. Dull (New York and Miami); and associate Niloufar Massachi (Los Angeles).

“Speaking from personal experience, this is a dynamic team that will give clients a powerful advantage in creating and implementing data privacy compliance programs, commercializing data, assessing cybersecurity risk and responding to incidents and addressing regulatory changes and enforcement actions,” said Mr. Friel. “Kyle, Kyle and Nilou, collectively, bring an enriched perspective to the table, blending industry and public sector experiences that complement the complex work the Data Practice is handling. The team also counsels clients on advertising and sales practices, and has substantial experience with digital advertising and AdTech matters.”

Welcoming the team to the firm, Ann LaFrance, who co-chairs the Global Data Practice, commented, “The continued expansion of our US Data team is an important step in the strategic buildout of our global practice in this area of high and growing demand for our clients, and we are delighted to have these talented and experienced colleagues join our ranks.”

Mr. Fath has developed a practice that offers a unique blend of deep experience in counseling companies through compliance with data privacy laws, such as the CCPA, drafting and negotiating technology agreements, and advising on the privacy, IT, and IP implications of M&A and other corporate transactions. His practice has a particular focus on the ingestion and sharing of data, the implications of digital advertising (as companies look toward the so-called “cookieless future”), and assisting clients through the build-out of e-commerce and other global online platforms.

Mr. Dull, CIPP/US, draws on extensive experience investigating and prosecuting privacy and advertising law violations to advise clients on their own data privacy, cybersecurity and advertising risks. As a former assistant attorney general, he has a solid understanding of consumer protection laws, as well as domestic and international privacy laws, enabling him to counsel clients on technical, contractual, intellectual property and regulatory issues while balancing commercial and consumer interests. Additionally, Mr. Dull has experience defending and resolving privacy and advertising enforcement actions throughout the country.

Ms. Massachi, CIPP/US, focuses her practice on data privacy and protection, advertising, sales and digital media practices counseling, technology transactions, cybersecurity and breach response, and consumer protection law. Her experience includes substantive research and analysis on and application of data privacy laws, including the CCPA, CPRA, the California Shine the Light Act, the California Online Privacy Protection Act (CalOPPA), the Video Privacy Protection Act (VPPA), and the Children’s Online Privacy Protection Act (COPPA). Ms. Massachi draws on her experience to counsel clients on the development and implementation of information governance and compliance programs, including on conducting data inventory and mapping. She regularly drafts policies and procedures for providing consumer data privacy transparency and choice, as well as drafts and negotiates privacy and data security provisions for various types of multiparty agreements. Ms. Massachi also advises clients on digital media and advertising consumer protection programs, such as enhanced notice requirements for cross-device interest-based advertising and the collection of precise location data.

Awilda Alcántara Bourdier

CMS European M&A Study 2021

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Europe has returned to a ‘buyer-friendly’ environment, after the COVID-19 pandemic created more risk-averse attitudes. As a result, CMS’ latest annual M&A study identified significant increase in liability caps, longer limitation periods and fewer locked box deals.

The multi-year analysis of the key legal provisions within M&A agreements is the most comprehensive of its kind and is based on a proprietary database comprising more than 5,000 deals.

The study reveals that the primary deal driver for transactions continues to be buyers entering a new market (45%), a marginal decrease on 2019 (46%). Almost a third (31%) of all deals were either the acquisition of know-how or acqui-hire transactions, whilst 22% of deals were the acquisition of a competitor.

Louise Wallace, Head of the CMS Corporate/M&A Group, said:

It comes as no surprise that the first half of last year was difficult for dealmakers, with more delays and renegotiation of terms. But it was perhaps not as gloomy as many feared – we saw a strong recovery towards the end of 2020 and many corporates have confidently adapted their processes to the continued uncertainty and early shoots of ‘new normal’. The strength of equity capital markets and the resilience of private equity, with trillions of dry powder, indicates there should be an increase in transaction volumes – all of which makes us hopeful about the future of deal activity in Europe.
Louise Wallace

Stefan Brunnschweiler, Head of the CMS Corporate/M&A Group, said:

Deal volumes aside, the dynamics of deal terms playing out should be watched closely. Up until 2020, Europe has been regarded as favouring the seller. This year, we are seeing far more ‘buyer-friendly’ positions – a similar risk allocation to across the pond in the US.
Stefan Brunnschweiler

Signals of more ‘buyer-friendly’ trends include:

  • Longer limitation periods – there was an increase in limitation periods of 24 months or more (23% of deals – up 4% from 2019)
  • Increase in liability caps – the level of liability caps applying to transactions increased significantly in 2020. There were fewer deals where the cap was less than 50% of the purchase price – down to 49% from highs of 60% in 2017 – and we saw more deals where the liability cap was equal to the purchase price
  • Use of locked box transactions – slight decrease in non-PPA deals (51% in 2020 vs 56% in 2019, although the overall upward trend remains
  • De minimis and basket provisions are the market norm – applying in majority of transactions (74% and 68% respectively vs 73% and 66% in 2019)

Other key findings include:

  • Steady use of Warranty & Indemnity (W&I) insurance – popularity of W&I insurance dropped off in 2020 by 2% (down to 17%), though it was still used in almost half of transactions over EUR 100m
  • Gradual decline of purchase price adjustments (PPAs) – a small decrease in the use of PPAs in M&A agreements (44% compared with 45% for 2019), suggesting parties are seeking more certainty as to the amount of the purchase price when signing transaction documentation
  • Earn-outs remain consistent – Despite the anticipaton of more earn-outs due to COVID-19, there was little change albeit at 21% of deals. This is above the average level of the last decade, though still less popular than use in the US

Regional differences

The COVID-19 pandemic has triggered a shift in favour of the buyer in Europe, similar to the US where more ‘buyer-friendly’ positions are common. However, market practice in Europe relating to PPA has remained consistent in the 44-45% range for the past three years. This is a noticeable difference to the US where a PPA features in almost all deals (95%).

The analysis also revealed marked differences in market practice between the European regions:

  • The UK used PPAs in 54% of transactions, well ahead of France (36%) and Benelux countries (34%).
  • CEE and the Southern European countries have significantly higher liability caps (67% and 76% of transactions respectively had a liability cap of more than 50% of the purchase price), compared to the European average of 43%.
  • The take up of W&I insurance cover remains low in France, Benelux, and the Southern European countries – ranging from 5% to 20% – and has dropped off significantly in the UK (from 37% in 2019 to 27% in 2020).
  • Locked boxes dropped off significantly in the UK (30% vs 61% in 2019) but not in other European countries.
  • There was a large increase in the use of earn-outs in CEE with 20% of transactions compared to 8% in 2019 – more in line with the European average of 21%.
  • Limitation periods for warranty claims are much longer in CEE, France and the Southern European countries.
  • Arbitration was used as the dispute resolution mechanism in a third (32%) of deals. It was less popular in certain regions (UK, France and Benelux) than others (CEE, German-speaking and Southern European countries).

Download the report here: cms.law/int/publication/cms-european-m-a-study

José Luís Arnaut

Promotions at GESSEL

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As 2021 gets underway, GESSEL is proud to announce the implementation of personnel changes at our firm. Three of our experienced colleagues have now become partners:

Michał Bochowicz, advocate, specialises in M&A, private equity and venture capital transactions in the tech, media and telecoms (TMT) and renewable energy sectors, and also in day-to-day business law advice. He was has worked, on the buyer as well as seller sides, on some of the biggest deals in the Polish tech sector. His Clients include Polish and international private equity and venture capital funds, payment processors, e-commerce entities, software suppliers (also in the SaaS model), and green energy firms. Michał also brings his talents to pro bono work, helping startups and young entrepreneurs with their first steps in business. He is lauded for his ability to understand the needs of his Clients and the specific traits of their operations as well as for his proactive, creative approach. In his new role at GESSEL, Michał will co-lead an interdisciplinary team focused on the new tech sector.

With GESSEL since 2015.

Adam Kraszewski, attorney, head of GESSEL’s employment law, life sciences and intellectual property practice. Often called upon to advise on projects which require not only legal knowledge, but also creativity and sensitivity. Adam has a long track record advising on employment law in its individual as well as collective variants; he has been instrumental in devising effective employment models and incentive schemes (also for senior management), drawing up internal regulations for employing establishments, and resolving disputes. His labour law expertise is often tapped by other departments within our firm, e.g. as regards the passing of employees to new employers in the context of M&A deals. Adam also advises on copyright, trademarks, and legally protected personal interests. Finally, he is an expert in pharmaceutical law, successfully navigating the legal path to inclusion of new drugs in national reimbursement schemes. He has published extensively on his area of expertise.

With GESSEL since 2006.

Karol Sokół, advocate, specialises in M&A transactions in the private and public markets, structuring of transactions, and on legal aspects of business financing, including credit facility agreements, private bond issues, and investment funds.Cooperates with Polish and international funds and banking houses and advises on all stages of complex deals (on the buyer and seller sides) on share deal and asset deal transactions and on corporate restructuring. Also advises Polish and international companies. Repeatedly demonstrated his talent for negotiating complex transaction elements on behalf of the seller as well as buyer sides and in preparing shareholder agreements. His restructuring projects included buying up of bank receivables and leveraged buy-outs as well as devising representations and warranties liability mechanisms – also ones relying on W&I insurance, a novelty in the Polish market. Recommended, among other rankings, in IFLR 1000.

With GESSEL since 2010.

Apart from that, four of our legal professionals will now be assuming the role of managing associate: Dr Joanna Kisielińska-Garncarek, attorney with the arbitration practice led by Dr Beata Gessel- Kalinowska vel Kalisz, Karolina Krzal-Kwiatkowska, advocate and Krzysztof Jasiński, attorney from the M&A team led by Marcin Macieszczak, and Marta Grabiec, advocate at the employment law, life sciences and intellectual property practice led by Adam Kraszewski.

Marta Grabiec, advocate, specializes in intellectual property law, new technologies law, combating unfair competition, media law, and protection of personal rights. Her experience comprises legal advice and negotiations with respect to copyright, trademarks, industrial designs, utility models, patents and combating unfair competition. Advises also in respect of media law, press law and protection of personal rights of natural and legal persons. Her Clients include entities from the biotech, TMT, e-commerce, media, entertainment, and fashion industries. At the procedural level, represents Clients before civil courts, criminal courts, administrative courts, arbitration tribunals and the Patent Office of the Republic of Poland. Supported Clients in cases concerning trademark registration and defamation in various media and publications.

With GESSEL since 2012.

Krzysztof Jasiński, attorney, specialises in M&A transactions, banking and finance, and company law. Advises private equity and venture capital funds, sectoral investors, and business founders, also contributes to due diligence studies. Before joining GESSEL, spent six years with a number of recognised law firms, working in the fields of business and companies law. Regularly publishes articles on business and civil law, among other periodicals in Przegląd Prawa Handlowego and Przegląd Sądowy.

With GESSEL since 2016.

Dr Joanna Kisielińska-Garncarek, attorney, specializes in litigation, arbitration. Her practice focuses on various disputes with business law aspects, including ones arising from M&A transactions and from construction and infrastructure projects. Represents Clients before the general courts and in arbitration proceedings (at, among other forums, the International Chamber of Commerce in Paris, the International Arbitration Association, the Arbitration Court of the National Chamber of Commerce in Warsaw, and the Arbitration Court of Lewiatan Confederation, and also in ad hoc proceedings). Also serves as secretary to Polish and international arbitration tribunals. Successfully participated in international moots in the fields of human rights and commercial arbitration; more recently, she contributed to such events in the role of judge / arbitrator. Author of publications in the realms of arbitration, law of obligations, and comparative law.

With GESSEL since 2015.

Karolina Krzal-Kwiatkowska, advocate, specialises in competition law, M&A transactions in the private market, and company and business law. Advises on merger control, unfair competition, and collective consumer interests; represents Clients before the antitrust authorities. In her M&A work, advises private equity and venture capital houses, drafting and negotiating transaction documentation and managing due diligence projects. Her extensive experience with the legal aspects of business operations leaves her well placed to assist Clients with current issues (e.g. reviewing commercial contracts) as well as more unusual undertakings (e.g. restructuring and retrenchment). Contributed to a number of books of relevance to her fields of practice, speaker at conferences.

With GESSEL since 2011.

 

Linklaters senior partner candidate replaces Moriarty at Diageo

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There was an in-house flavour to this week’s recruitment round, while Addleshaw Goddard, Davis Polk, Paul Hastings and Faegre Drinker Biddle & Reath all made key partner hires.

Linklaters has lost its partner and global US practice head Tom Shropshire (pictured), as he departs to take over the GC and company secretary position at multinational beverage company Diageo, recently vacated by the long-serving GC Powerlist member Siobhán Moriarty. Moriarty announced her intention to retire last September after more than 24 years of service.

Shropshire, who was tipped as a strong candidate in Linklaters’ upcoming senior partner election, has been a partner at the firm since 2006, advising on heavyweight M&A deals such as the £46bn takeover of Shire by Takeda in a landmark 2018 pharmaceutical buyout .

Diageo chief executive Ivan Menezes said of Shropshire: ‘His leadership and wealth of experience in corporate advisory, M&A and capital markets, along with his passion and advocacy for sustainability, inclusion and diversity, will make him a great asset for our executive team and board.’

Clyde & Co has turned to accountancy firm RSM for its latest hire, appointing former GC Penrose Foss as a partner to its accountants’ liability and regulatory investigations team. Foss, who has a decade of experience as RSM’s GC, has dealt with high-value professional negligence claims and large-scale regulatory investigations during her tenure.

She said: ‘My in-house experience will enable me to bring a different perspective and unique understanding of the legal, compliance and regulatory challenges faced by the accountancy profession today.’

Continuing the in-house theme,  DWF has appointed a new GC and company secretary in the form of Darren Drabble, who joins from Radius Payment Solutions where he was group legal director and company secretary. Drabble is a seasoned in-house lawyer, having also spent 12 years as GC of moneysupermarket.com between 2007 and 2019. He will become a member of DWF’s executive board, tasked with providing senior management with strategic legal advice.

Drabble described DWF as ‘one of the most innovative and forward thinking legal businesses in the world’ and said ‘I look forward to supporting DWF as it progresses to the next phase of its development.’

Elsewhere, Paul Hastings has pulled off a senior disputes hire for its City office with the appointment of Alex Leitch as a partner from Covington, where he was co-chair of the London disputes group. Leitch’s hire follows the arrival of white collar partners Jonathan Pickworth and Jo Dimmock from White & Case last month.

Continuing its expansive start to the year, Addleshaw Goddard has hired infrastructure partner Alex Hirom from Womble Bond Dickinson. Hirom will add to Addleshaws’ construction and engineering team in London, bringing advisory expertise on major infrastructure projects spanning both renewable and traditional-source energy generation. Just last week, Addleshaws recruited disputes partner Maria Frangeskides in London and banking partner Nadine Bourgeois in Germany .

Internationally, New York-bred Davis Polk has made a significant capital markets hire in Beijing, appointing Jason Xu as a partner. Xu was previously a partner and deputy head of Freshfields Bruckhaus Deringer’s equity capital markets practice in China, and his practice focuses on Hong Kong IPOs as well as domestic and cross-border M&A.

Neil Barr, Davis Polk’s managing partner, commented: ‘Demand for elite Hong Kong law advice continues to grow, and Jason adds important bench strength that will further enable us to deliver the highest level of service to our clients in the region.’

Finally, Faegre Drinker has expanded on both the east and west coasts of the US after hiring restructuring partners Richard Bernard and Scott Gautier to its New York and Los Angeles offices respectively. Bernard arrives from Foley & Lardner while Gautier joins from litigation specialist Robins Kaplan.

 

Eliza Low named Partner at MDP Law

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Melbourne, February 8th, 2021 —Eliza Low was promoted to Partner at mdp Law after six months as Special Counsel.

Eliza’s exposure to large scale, multi-jurisdiction deals as a Senior Associate at Baker McKenzie, combined with her extensive corporate law experience, marked a significant expansion of mdp’s legal capabilities when she joined in September 2020. Read more

Kirkland & Ellis

Kirkland & Ellis set to hit $5 Billion Annual Revenue

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Already the world’s highest-grossing law firm, Kirkland & Ellis has seen strong growth across all of its strongest areas.

Kirkland & Ellis LLP is on track to achieve annual revenue of around $5 billion following an upsurge of demand during the COVID-19 pandemic, the Financial Times first reported.

Insiders at the Chicago-based firm said that its turnover was approaching $5 billion for the twelve months to the end of January, up from $4.45 billion in the previous year. One partner described the firm’s performance as “eye-watering”.

Read more

Global trends in private M&A 2020

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We have recently produced a client presentation on global trends in private M&A. Our findings draw on an in-depth analysis of more than 1,250 private M&A deals that A&O has advised on globally over the last eight years, looking at deal dynamics, execution risks and deal terms. This has given us exceptional insight into global and regional trends in market practice.

Global trends in private MA graphic

Key themes for 2019 include:

  • Megadeals and strategic domestic transactions dominate
  • Auction activity and competition starting to cool
  • Private equity waiting for price expectations to align
  • Regulatory landscape and economic uncertainty influence deal terms
  • W&I insurance gains traction outside of private equity exits
  • Shift in dynamics as buyers reclaim some lost ground
  • Marked differences in developed, emerging and frontier market M&A

Please speak to your usual Allen & Overy contact if you would like to schedule a briefing on these trends.