British Airways’ (BA) legal director has been conflicted out of acting on the auctioning off of the company’s subsidiary Go.
Stephen Walsh is a director of the low-cost airline and has therefore designated responsibility for the sale to Chris Haines, a solicitor within the legal department.
Walsh says: “I’m a director of Go, so I have to stay separate. We actually have a committee in BA concerned with directorships and I was involved before Go was set up.”
Goldman Sachs is acting as financial adviser as Slaughter and May reprises its role as BA’s main corporate adviser, with corporate partner David Whitman acting on the deal, assisted by Jo Norman.
Slaughters nudged Linklaters & Alliance out of the way as BA’s preferred corporate adviser when it acted on its merger talks with KLM Royal Dutch Airlines last year (The Lawyer, 12 June).
BA has given potential bidders until mid-February to present binding offers for Go, after the airline announced in November its intention to shed the subsidiary. The deal is expected to complete March, in time for BA’s end of year results.
Ironically, KLM is said to be interested in the airline. It also operates the low-cost airline Buzz, which it proposed to sell last year to enable the £5bn merger with BA.
Linklaters’ alliance partner De Brauw Blackstone Westbroek is KLM’s usual legal adviser, but London partner Pierre Nijnen refused to comment on whether the firm had been retained by KLM in connection with the deal.
The other serious bidders, out of an estimated 50 interested parties, are Barclays Private Equity which owns Luton Airport, 3i and Electra Partners Europe, rumoured to be in talks with Go’s chief executive Barbara Cassani to attempt a management buyout of the company.
Conflicts between the potential bidders are unlikely, since Electra uses Herbert Smith for corporate advice while 3i uses a number of firms, including Macfarlanes. The only chink in the armour is that among Barclays Private Equity’s main firms, which include Clifford Chance and Allen & Overy, is Linklaters, which could be competing with its alliance partner De Brauw.
It is estimated that Go will fetch about £100-£150m for BA, a much lower price than had originally been anticipated by the company.