Private first class
24 June 2013 | By Husnara Begum
24 July 2013
4 February 2013
18 March 2013
10 June 2013
2 September 2013
Who are the top private equity lawyers rated by clients and lawyers, and what are the secrets of their mysterious art? The Lawyer can reveal all
Private equity is well-known for being shrouded in secrecy, so when The Lawyer embarked on a major research project charting key trends in the sector we knew we would have our work cut out.
But our months of hard work have paid off and the result is a mammoth 70-page report we believe to be the first of its kind in the legal sector containing invaluable information on issues that will be of genuine interest to private equity lawyers, whether they work in-house or at a law firm. This includes hiring strategies of private equity houses, an investigation into adviser choices, salary levels in-house and transaction and funds analysis.
The report also contains detailed information on 35 in-house legal teams based at some of the most high-profile UK and US private equity houses, including the likes of Blackstone Group, Bridgepoint Capital, Cinven, HgCapital and Kohlberg Kravis & Roberts & Co, and showcases some of the future legal stars of the industry. Our exclusive research found that the changing regulatory landscape, including the imminent introduction of the Alternative Investment Fund Managers Directive (AIFMD), is one of the principal driving forces behind several high-profile private equity houses hiring their first-ever in-house lawyers. One of the first such appointments was that of Charlie Barter, the former Travers Smith partner who joined Bridgepoint Capital in 2008.
However, the hiring tempo has slowed in recent months, with -reticence in the private equity sector about building large in-house legal functions to substitute for the work of external lawyers. This is confirmed by the general counsel we interview for our report, with all but one or two saying they have no immediate plans to expand their teams.
We found that only 16 of the top 30 UK-headquartered buyout firms have an in-house function. Noteworthy examples of those that do not employ in-house lawyers include BC Partners and Montagu -Private Equity.
In stark contrast, recruitment on the private practice side is predicted to remain buoyant, with the City offices of a number of well-known US law firms on the market for private equity partners. This is on top of the private equity/funds partner moves already reported in 2013, with the likes of Clifford Chance’s David Walker moving to LA’s Latham & Watkins and Mark Soundy leaving Weil Gotshal & Manges for Shearman & Sterling.
The movement of senior lawyers in the private equity sector has -resulted in the diversification of an industry that was historically dominated by just a handful of firms – most notably Clifford Chance and SJ Berwin – in the 1990s. However, our research reveals strong evidence that, despite the rising profile of in-house private equity lawyers, deal teams’ personal relationships with individual law firm partners continue to influence adviser selection.
That said, the general counsel interviewed for this report tell The Lawyer they see one of their main responsibilities with regard to managing law firm relationships as reining in billing arrangements.
To this end we asked them to tell us which law firm partners they would recommend and can now exclusively reveal those who got the highest number of mentions. Weil Gotshal partner Mike Francies proved the most popular, with one general counsel saying, “Not only has Mike seen it all before but he is calm in difficult situations, technically strong, commercial and has an extraordinary work ethic.”
But it was not just the transactional partners who were recommended; fund formation and regulatory specialists including Nigel van Zyl and Tim Lewis of Proskauer Rose and Travers Smith respectively also make our list.
After asking clients which partners they rate, we then got those individuals to say who they would recommend to their clients in the event they or their firm was conflicted. Suffice to say their answers make interesting reading.
Top private equity partners – and who they recommend
What he says: “I represent the flipside of the private equity coin; helping clients with distressed interests or whose business
it is to profit from distressed situations. Restructuring involves a combination of disciplines and
as a consequence you learn a great deal from a wide variety of clients and colleagues. I’ve had the privilege of being able to work with some fantastic people in my time, most notably my fellow partners Partha Kar and James Sprayregen as well as Justin Bickle of Oaktree Capital.
Restructuring remains a diverse, active and rewarding area, and those of us practising it expect
it to remain so.”
What the clients say: “Best restructuring lawyer in London. Combines commercial nous, technically savvy, excellent client and team management skills, and a great mentor for young lawyers.”
What he says: “The new regulation of private equity brings extra wasted costs for limited partner investors. It’s often said that only lawyers benefit and I’ve been lucky to surf the regulatory tidal wave. But my team spends countless hours lobbying to improve the rules and we’ve had the occasional triumph.
I owe the private equity part of my broader financial services and markets practice to my partner, Margaret Chamberlain, who insisted when I qualified that
I shouldn’t become an M&A lawyer. If Travers Smith is conflicted on asset management I recommend Tamasin Little (SJ Berwin) who, like us, works hard
in the industry’s interests.”
What the clients say: “The depth of his knowledge of the detailed regulations and legislation affecting our industry plus his ability to convey it in a succinct and commercial manner belies the fact he has only been a partner for one or two years.”
CMS Cameron McKenna
What he says: “Private equity is now a mature asset class and sponsors have the experience
and appetite to do complex deals in regulated and non-regulated sectors. Therefore, to add real value and be credible, private equity lawyers must now have genuine sector expertise and up-to-date market knowledge. This approach and our alignment to our clients’ sectors has been key to our success.
There are a number of talented private equity lawyers at CMS, but if I had to choose one outside I would go to David Bresnick (Morrison & Foerster) or Adam Greaves (Jones Day) – both gentlemen and excellent lawyers.”
What the clients say: “A truly outstanding lawyer who is technically outstanding but also cares about doing the right thing for his client. He really understands the dynamics of a private equity deal.”
Latham & Watkins
What he says: “My early practice had a strong private equity sponsor focus, but today it includes a broader mix of M&A and general corporate work. Private equity is a key area for Latham and our recent hire of David Walker is an important step in our continuing London growth.
There are a number of other excellent private equity lawyers in the market, but I won’t name them here because we might like some of them to join our team. What makes success is pretty subjective, but I’d say that hard work, focus on client needs and communicating well with clients and your fellow partners are all important. I’ve been fortunate in working with partners I admire and who are at the top of their game. That has made a huge difference to my career.”
What the clients say: “Steady, thoughtful and a strong work ethic.”
What she says: “As part of the Travers Smith private equity group I’ve been lucky to enjoy the highs and lows of private equity M&A over the past 14 years. There are numerous people who have helped shape my career but particularly I owe a lot to Chris Hale, Charlie Barter and, my first supervisor, Alistair Graham.
When conflicted I recommend Bruce Hanton (Ashurst) or David Walker (Latham).”
What the clients says: “Simply fantastic. Smart, driven and very focused on deals. She’s also brilliant as a consigliere to private equity general partner management teams – a role you would typically expect a much more senior lawyer to undertake.”
Kirkland & Ellis
What she says: “I’ve been focused on private fund formation since I qualified. I’ve worked closely with Mark Mifsud and Richard Watkins from day one for more than 12 years across two firms, and together we have built a top-class private funds team. This level of continuity and the opportunity to select and develop a talented team has helped me to cement long-term client relationships, which is a key part of success in the private funds industry.
It’s a bonus to be able to work alongside the best in the business doing something you love and get paid for it. The highest compliment a client can pay you is to tell you that you have a commercial approach – to understand the core commercial drivers for a client and help them build a successful and innovative business around these is what it’s all about.”
What the clients say: “Kate’s very responsive and has extensive funds experience; she brings a very commercial but thorough approach to all matters, whether regular fund term negotiation or creative transaction structuring involving funds.”
Weil Gotshal & Manges
What he says: “Nearly 30 years ago, as a junior lawyer, I did one of the first private equity deals in the UK for what was then Citicorp Venture Capital. The industry has grown significantly since then and is now a truly global phenomenon.
Private equity lawyers now need to be part of the industry, exercising judgement, giving advice that clients can rely on, providing solutions, not sitting on the fence. While individuals might get the accolades, to win top private equity work you need to match top-level transaction skills with the full range of other legal skills from financing, through restructuring to tax and competition. The secrets of success? You need a team of lawyers and staff dedicated to innovating to provide better and more services for clients in an efficient manner, partnering with them and making their problems yours. There is no substitute for working hard at this every day.
There are many great private equity lawyers at Weil (Marco Compagnoni and David Aknin spring to mind), but if I had to recommend some outside Weil, while I have worked with some excellent partners at other firms, Matthew Layton (Clifford Chance) would be the one.”
What the clients say: “Excellent private equity lawyer and a client man. Still working hard and holding the reins as one of the City’s premier dealmakers. Great mentor to young lawyers and ferocious practice builder.”
What he says: “My career has been blessed by a considerable amount of good fortune. Clifford Chance provided me with huge autonomy which enabled me to build a practice and a reputation in the early 1990s when the industry was in its infancy. I have also been lucky to have clients whose own success has enabled me to build my practice over many years and across multiple products. And perhaps most significantly I have been surrounded by incredibly talented individuals (most notably Gareth Earl and the rest of the team at Simpson Thacher) who make me look good.
Finally, Jonathan Blake (SJ Berwin) should take a lot of credit for his work for the British Private Equity & Venture Capital Association in the late 1980s which established London as the centre for European private equity fund formation.”
What the clients say: “Commercial and hard-hitting, Jason is in the flow of so many fundraisings and fund-related issues he offers unrivalled expertise to general partners. His advice is delivered in a commercial style that leaves clients in no doubt as to his views. A go-to guy if you want to know how to play the fundraising market.”
What he says: “The best part of my job is that I operate at the heart of my clients’ businesses. I enjoy becoming immersed in what my clients do and working with them as part of a team to establish funds which give them what they need
to move their business forward and succeed. What gives me most job satisfaction? Creating strong relationships with my clients and acting for them over multiple fundraisings.
I’d cite Bruce Hanton as a key influence on my career. I’d also mention Ashurst funds partners Jeremy Bell and Piers Warburton, and, collectively, the associates who have all helped me learn my trade and supported me in establishing my practice. Outside the Ashurst team I’d recommend Oliver Rochman, Nigel van Zyl and Chezard Ameer.”
What the clients say: “A trusted pair of hands who does what it takes to get the deal done with minimum fuss and really knows the industry – a real rising star.”
What he says: “Clifford Chance was one of the first firms to have a dedicated private equity group. I joined as a very junior lawyer. It was great to be immersed in a practice that was central to the development of the private equity industry, with close ties to the leading buyout houses. I’m fortunate to have been mentored by some fantastic partners such as David Pearson, James Baird and Adam Signy. All brilliant lawyers in different ways and fantastic mentors. We have a deep bench of private equity partners in the firm across Europe.
In terms of other firms, we come across Travers Smith a lot, they have a strong practice led by
What the clients say: “”Hard-working, and focused, with strong negotiation skills.”
What he says: “As a New York lawyer practising in London for over a decade at a firm that does not advise on English law, I have an exclusively cross-border practice, advising large-scale private equity firms making investments in the US, the EU, India, Turkey, Brazil and sometimes other regions. In the 1990s I headed our office in Tokyo so my practice also includes Japan, Korea, China and on rare occasions other countries in Asia. I began advising private equity firms in the late 1980s in New York, so some of my contacts in the industry date back more than 20 years.”
What the clients say: “David has an incredible ability to explain the most complex of matters clearly; I’ve always felt he takes time to understand what is driving both sides in a deal and his drafting is always concise and effective.”
What he says: “My first private equity regulatory job was restructuring a UK sponsor to accommodate a new regulatory regime. That was in 2000. With AIFMD we’re doing it all again. A big difference is that private equity is now front-page news, so private equity regulation is higher profile and more contentious.
Margaret Chamberlain, Jane Tuckley and Mark Evans have all shaped my legal development, as have my clients. Together with Phil Bartram, they are the people I go to with the difficult questions. Working with a leading private equity transactional team is also invaluable.
I recommend Tamasin Little of SJ Berwin.”
What the clients say: “Practical and knowledgeable”
What he says: “I moved to London from Edinburgh in 1995 and joined the funds’ team at Macfarlanes just as the private equity funds practice was really taking off. I’ve been advising on the establishment of private equity funds since then.
Fundraising is probably the single most important event for a private equity house, so being central to that process is hugely satisfying and results in close and longstanding client relationships. Seeing new clients develop, grow and succeed is particularly rewarding and within the funds group and beyond in Macfarlanes I’ve been fortunate to work with some talented and demanding partners and assistants.
As most private equity funds lawyers are fundamentally nice people, it is difficult to pick out an individual to recommend, but if pushed I’ve always found Bill McCormack at Ropes & Gray in New York a pleasure to deal with.”
What the clients say: “Very well informed and a good practical approach.”
Ropes & Gray
What she says: “Private equity became a focus when I was an associate. I worked closely with Alan Paul (then at Allen & Overy, now at Berwin Leighton Paisner) on a number of high-profile buyouts, public-to-privates and portfolio deals, and enjoyed the variety, working with ambitious clients and having the opportunity to interact with multiple parties and build my network.
I’ve worked in the magic circle, mid-market and now Ropes & Gray so I have experienced firms across the industry and have been able to build a broad practice and network, acting for DB Capital, Charterhouse, European Capital, TPG, Vision Capital and Altamont over the years. Having such breadth has been beneficial as the industry has adapted to the market and the nature of investors making direct equity investments has evolved. Developing longstanding client relationships has been key and the part I enjoy the most.
I would recommend Mike Francies at Weil.”
What the clients say: “Kiran has broad experience in private equity and listed company work, rare for a transactional lawyer these days. She’s also highly responsive and excellent at building relationships and trust across the wider investment team.”
Simmons & Simmons
What he says: “My career has been shaped by experience. Ashurst (1993-2000) taught me how to be a corporate M&A lawyer with a commercial approach and provided valuable secondments to IBM, Merrill Lynch and Royal & Sun Alliance. Debevoise & Plimpton in New York and London (2000-06) developed and matured my practice in private equity; and in 2006 I moved to become a partner at Simmons & Simmons, which provides a collegiate and
supportive environment in a full-service international law firm that has a great sector-focused platform.
If there’s a secret recipe for any success I’ve had, it’s a mix of fantastic clients, excellent colleagues, challenging work, luck, drive, focus and commitment all baked for 20 years.
My mentors have included Alastair Macpherson and Michael Madden (Ashurst/Winston
Strawn), and Jeremy Hill, Arthur Marriott, and Andy Sommer (Debevoise).
Partners outside Simmons I’d recommend include Noel Ainsworth (Morgan Lewis) for his technical expertise, client service (fund formation), Brendan Moylan (Clifford Chance) for his drive and intellect (M&A); and Kevin McCarthy (Mishcon de Reya) for his quality advice and warm manner (management teams).”
What the clients say: “He is the calm at the eye of the storm, able to find a solution for sticky problems under pressure while exuding charm and efficiency.”
Nigel van Zyl,
What he says: “Not knowing much about limited partnerships and fund structures as a one-year PQE lawyer arriving from South Africa, I had a steep learning curve on joining SJ Berwin. Mark Mifsud and John Daghlian taught me some of what I needed to know and the rest I figured out and continue to figure out along the way, with many great colleagues and peers, especially my fellow partners in Proskauer’s global private investment funds group.
I enjoy what I do as it’s challenging, global and multi-faceted. I strive to be a legal adviser who is a trusted partner, delivering good technical and commercial advice to provide momentum and business solutions for clients; who is respected by colleagues and peers; and someone people enjoy working with. I believe there’s always room for improvement and growth.
There’s no shortage of good private funds lawyers in London and in the event Proskauer was conflicted I’d recommend many of the funds lawyers included in this study and others too. The team led by Jason Glover at Simpson Thacher and that led by Mark Mifsud at Kirkland & Ellis stand out for me at this time.”
What the clients say: “Nigel is building an interesting team at Proskauer. He’s done an interesting mix of sponsor and investor work, and is thoughtful and considered in his approach.”
What he says: “The thing I enjoy most about funds work is the balance between the technical challenges of structuring a fund and the commercial challenges of closing it – and also the opportunity to advise on strategy as much as the law.
It’s hard to single out one deal, but if I had to I’d choose Altor’s third fund: a truly innovative economic model and a combination of great teamwork and strategy to achieve a single closing with around 100 investors at maximum fund size and on the target date. That was a good result.
My mentors were Jeremy Sheldon and John Watson, who were both wise enough to know how to deal with almost anything, but foolish enough to let me have a go at doing it my way.
Funds lawyers I would highlight outside the Ashurst team include Nigel van Zyl, Stephen Sims and Richard Watkins.”
What the clients say: “A creative, but practical lawyer who has real depth of experience and will work hard to get to a commercial solution. The person I’d go to with the most difficult issues.”
What he says: “I‘ve been fortunate to be part of a growing private equity practice at Linklaters, working with some fantastic clients as part of a great young team. Having worked with Richard Youle and Ian Bagshaw, two terrific mentors, I have learned that the key to success is pragmatic commercial advice and single-minded client service – and having as much fun as possible along the way.
The job can be demanding at times, so it’s important to have a supportive family alongside
you and to enjoy the job. In terms of others, Graham White was
the first partner I worked under and understands clients’ needs, and I’ve always found Chris Hale and Greg Conway very sensible.”
What the clients say: “Alex is a rising star. He is an adept negotiator and combines that skill with an encyclopaedic knowledge of the detail in the transaction documents. To be so strong in both areas is a rare skill.”
Simpson Thacher & Bartlett
What he says: “I came to London when some of Simpson Thacher’s longstanding private equity clients increased their focus on European transactions and opened offices in London. I’ve been the beneficiary of their tremendous loyalty to our firm. The combination of fantastic clients and extremely competent, colleagues working across many areas of expertise has enabled me and the firm to be successful.
I’ve also been fortunate to work opposite and alongside terrific lawyers in the City and other countries who make it easier for everyone’s clients to succeed.
Not all the lawyers in London with whom I’ve worked in the private equity context are private equity specialists, but in London I’ve had excellent experiences working with Gavin Davies at Herbert Smith Freehills, Chris Saul at Slaughter and May, Charles Martin and Ian Martin at Macfarlanes, David Higgins at Freshfields, Charlie Geffen at Ashurst, Mike Francies and Jonathan Wood at Weil and many others.”
What the clients say: “Technic ally strong, diligent, honest and trustworthy.”