Real estate

It must be the most tortuous property sale in Berwin Leighton's memory. In fact, any lawyer involved would do well to keep grasping at large chunks of wood as the sale of the Millennium Dome gathers momentum again. Six months and a general election have slipped by since the Government, advised by Berwin Leighton, rejected Norton Rose client Legacy's bid to buy the thing. And almost a year has passed since Nomura, advised by Herbert Smith, turned its back on talks to buy and run the Dome as an amusement attraction.
The economic cycle has moved on, the New Millennium Experience Company (NMEC) is defunct, Berwin Leighton has become Berwin Leighton Paisner (BLP), and still the Dome sits languishing in controversy with a for sale sign at its door. Even for a seasoned government adviser such as BLP, the political subtext has been a unique experience. The prolonged flow of fees has helped dull the pain, but the light at the end of the tunnel is flickering again. The firm's core Dome team – led by Simon Allan and Tessa Kimber and consisting of eight partners – is on the brink of more frenzy as the Government looks at a handful of prospective buyers from a list of around 100. Longstanding CMS Cameron McKenna client Wellcome Trust is among those hotly tipped as a frontrunner. The question is, has BLP's client learned enough lessons from the last time? Has enough of a postmortem been held? Because the fact is, the Dome, as it was offered last time around, was not in an ideal condition for disposal.
The difficult circumstances in which it was brought to the market last year have improved. No more headlines about dismal visitor numbers, for example. Or take BLP's client constituency, which is rather more straightforward now that NMEC has handed the Dome over to English Partnerships. Over the course of the sale process, BLP's client list has included the site's landowner English Partnerships, Dome operator NMEC, the Department of Culture Media and Sport, the former Department of the Environment Transport and the Regions and the Cabinet Office. In certain respects, those bodies have incompatible roles, which can only have added to the pressures on the BLP team: on the one hand, English Partnerships was looking to maximise its ownership; NMEC's objective was to run the Dome and then wind it down at the end of 2000 (NMEC's main priority now is dealing with its own insolvency, on which it is advised by Simmons & Simmons, and it has no real role in the sale of the site); and whereas in the past the Government was looking to sell the Dome to the likes of Nomura, which wanted to keep it as a leisure attraction, the deal is now much more of a land disposal, which should make things far easier.
Another fundamental problem last time was the issue of data. Last year, Nomura's lawyers discovered that the ownership rights to intellectual property relating to the working of the Dome were confused. Troubleshooter David James, drafted in as NMEC's new executive chairman, was also horrified by the jumble of available data. No blame can be laid at BLP's door on this count. Indeed, those 2,800 NMEC contracts criticised by James are understood to have been drawn up by NMEC's in-house legal team. Now that the Dome has ceased to operate as a business, the contracts are no longer of significance to a potential purchaser. But the BLP team will nevertheless be eager to ensure that the data room is in apple-pie order for the next set of potential purchasers.
Nomura eventually pulled out saying it had been misled about the terms of the sale. This time it will be vital to have clarity over certain stumbling blocks. What, for example, will happen to the land being retained by the Government in the middle of the peninsula? How will it be developed? Closely linked is the uncertainty surrounding plans for a third river crossing. This has huge implications for the site, but last time potential purchasers were in the dark as to whether the responsible body, Transport for London, would press ahead – and if so, when, in what form (bridge or tunnel) and on what kind of scale. Yet further mystery surrounded a large tract of land on the peninsula controlled by Transport for London and originally intended for general parking. Continued uncertainty would present developers with an impossible dilemma.
If BLP's client constituency has listened to what the market has been saying, it will have covered all of these bases and more. If not, BLP could find itself living in the Dome's shadow for yet another year.