Taylor Wessing France opens equity; denies it is response to crisis
7 August 2008
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Taylor Wessing France opens equity; denies it is response to crisis" />Taylor Wessing’s beleaguered Paris office offered equity partnership to at least four non-equity partners when Taylor Wessing France’s (TWF) tight equity was opened up in April of this year.
TWF partners Alain de Foucaud and Paul-Albert Iweins have accepted the offer of equity, while at least another two partners are yet to decide.
TWF’s five founding partners had held a tight rein on the equity - a rein that is understood to have been the main bone of contention with the Paris office’s 15 non-equity partners.
This resulted in TWF and US firm Nixon Peabody embroiled in a legal battle in New York after the US firm allegedly poached up to 14 TWF partners when the secret merger talks between the firms were botched (as reported on TheLawyer.com, 6 August).
However a spokesperson for Taylor Wessing UK denied that the move was in response to the current crisis, and said it was the result of the ongoing discussions regarding the opening of the French equity partnership.
In summer 2007 TWF equity partners are alleged to have approached Nixon Peabody and other US firms for a merger. It is understood that US firm Squire Sanders & Dempsey was also approached by TWF in that time.
Former TWF managing partner Arnaud De Senilhes claimed that the original reason for wanting to go transatlantic was because he doubted Taylor Wessing’s growth ability without a presence in the US.
In particular, he said that he feared that the Taylor Wessing network would disintegrate when the Legal Services Act comes into force in 2012, allowing Taylor Wessing UK to seek outside investment or effectively to sell the firm.
After hearing about the merger talks in about October 2007, Taylor Wessing UK strenuously denied his claim and attempted to reassure TWF partners.
In a letter to Nixon Peabody dated 3 November 2007, de Senilhes cited this reassurance as the main reason for terminating the merger negotiations. "We indeed have received insurance [sic] from our foreign partners that the change in UK legislation would not impact our business model in a [sic] foreseeable future," he said.
De Senilhes added that from that point onwards he "harboured absolutely no intention of leaving TWF or joining Nixon Peabody or any other law firm".
Timeline of alleged events:
• Summer 2007 - Three out of TWF's five equity partners (managing partner Arnaud de Senilhes, Gilles Amsallem and Alain de Foucaud) approach Nixon Peabody to discuss a potential merger.
• 31 July 2007 - Non-disclosure agreement (NDA) is entered into between TWF and Nixon Peabody.
• September/October 2007 - Taylor Wessing’s international management board becomes aware of TWF's ongoing merger talks and intervene.
• 3 November 2007 - De Senilhes aborts merger talks with Nixon Peabody by letter, which purported to free the parties from the terms of the NDA.
• November 2007 - Non-equity partners Frédéric Guy, Arnaud Bertrand, Francois Verdot and Antonia Raccat resign in the aftermath of the abandoned merger, the latter two joining Salans.
• April 2008 - TWF's equity group opens up to non-equity partners, amid disagreements between de Senilhes and the TWF equity partners over how many fixed-share partners should join the equity.
De Senilhes advocates radically opening up the equity group, while the other four equity partners are understood to have preferred a staggered admission of fixed-share partners.
• 3 May 2008 - Nixon Peabody CEO and managing partner Richard Langan asks de Senilhes to meet for lunch.
• Mid-May 2008 - At lunch with Langan, Senilhes communicates his intention to join Nixon Peabody with a majority of TWF's partners.
• 18 June 2008 - Christian Valsamidis replaces de Senilhes as managing partner of TWF.
• 24 July 2008 - Nixon Peabody offers jobs to de Senilhes, non-equity partner Olivier de Chazaux and 12 unidentified TWF non-equity partners. The US firm claims that the only reason 11 of the non-equity partners have not yet resigned from TWF is "out of concern and apprehension" that TWF will seek to prevent them from joining, calling on the Paris Bar Association to intervene.
• 25 July 2008 - TWF's Valsimidis sends letter to Nixon Peabody to assert that the poaching of TWF partners would violate the NDA. De Senilhes officially resigns from TWF after mediation before the Paris bar concerning the terms of his departure.
• 29 July 2008 - Nixon Peabody commences proceedings against TWF, represented by US firms The Wolford Law Firm and Patterson Belknap Webb & Tyler, seeking at least $1m (£560,000) in damages in the Supreme Court in Rochester, New York State near Nixon Peabody's headquarters.
• 1 August 2008 - TWF commences proceedings against Nixon Peabody through US firm Dreier in the New York City Supreme Court for at least $5m (£2.6m).
• 5 August 2008 - Nixon Peabody applies for a joint trial, accusing TWF of "forum shopping" and "litigation gamesmanship" by bringing the claim in New York City.