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After spending many years in the doldrums, most of the UK's top 20 corporate groups
started to show genuine signs of recovery during 2004-05.
Indeed, for transaction-hungry corporate lawyers in search of big-ticket M&A deals, there
were plenty to go around, including Malcolm Glazer's controversial bid for Manchester United
and Banco Santander Central Hispano's bid for Abbey.
Linklaters topped the corporate table once again with global turnover riding high at
£322m. Although it includes competition, employment and employee incentives in its
corporate group, there is no denying that the department had a stellar year. Linklaters advised
on 42 European M&A announced deals in 2004, including successfully defending Gold Fields
against a hostile bid from rival South African mining company Harmony.
The London practice motored, but Germany and Belgium also came good. Corporate turnover
leapt 12 per cent from £288m to £322m. Small wonder that its revenue per partner rose from
£1.47m to £1.75m.
By contrast, corporate turnover at magic circle rival Freshfields Bruckhaus Deringer
slumped by £7m to £258m last year. Even more worryingly, revenue for the firm's corporate
team has remained static at around £100m for the last four years.
Freshfields' corporate practice did not get off to a great start thanks to the firm's embarrassing
role in entrepreneur Philip Green's unsuccessful bid for Marks & Spencer (M&S). Freshfields
was thrown off the £9bn hostile takeover by corporate rival Slaughter and May in what was
easily the most high-profile conflict of interest ever to hit the square mile. Freshfields was
injuncted from acting for Green because the firm was deemed to be in possession of confidential
information that was important to the bid, as it had previously advised M&S on its
crucial Per Una contract with George Davies.
Indeed, failed hostile takeovers were the order of the day at Freshfields - despite corporate
partner Mark Rawlinson's valiant attempt at defending Man Utd from Glazer's attention, his
cunning defence tactics ultimately resulted in failure.
However, Freshfields' appointment to the coveted Apax legal panel was a sign of better
things to come for the magic circle firm. Indeed, Freshfields' private equity practice, which
also counts Cinven and Permira as clients, held its own in 2004-05.
As first revealed by The Lawyer (14 June 2004), Ashurst and Freshfields knocked out longtime
advisers Clifford Chance and Travers Smith to win places on the Apax panel.
But from January 2005, Freshfields was forced to share its Apax work with US firm Weil Gotshal & Manges. Weil partner Mark Soundy, who worked closely with Apax before
quitting Travers last summer, was a key factor in the US firm winning a place on the private
equity house's legal roster.
Allen & Overy's (A&O) corporate department recorded a net loss of £10m in 2003-04
after profit allocation, but the group rebounded during the last financial year, with turnover
at £245m.
Indeed, over the course of the last financial year, A&O landed a handful of major M&A deals.
Led by corporate partner Andrew Ballheimer, A&O sat on the opposite side of the negotiating
table from Freshfields when it advised US sports tycoon Glazer on his successful bid for
Manchester United. A&O's corporate team also strengthened its relationship with longstanding
Linklaters client BT after partner Paul Burns bagged his first corporate deal for the FTSE100
telecoms company. Meanwhile, partner Alistair Asher advised HBOS on its failed bid for Abbey.
Slaughter and May has its corporate department to thank for posting its best set of
results for years. The group, which accounts for 51 per cent of Slaughters' turnover, billed
£147.9m. But most importantly, the firm's RPP in corporate stands at a whopping £2.68m,
almost £1m higher than Linklaters', which ranks in second place with £1.75m.
In addition to defending M&S from Green, Slaughters' other deal highlights included
Abbey-Santander and the Aviva-RAC merger.
Slaughters' client base, which includes the likes of BAE Systems, BHP Billiton, Cadbury
Schweppes, Corus, Legal & General and Unilever, continues to be the envy of its peers.
Indeed, the firm's ability to win and maintain clients was confirmed by The Lawyer in May
2005, when it reported that the firm had more than 50 per cent more FTSE100 clients than
its nearest rival Linklaters.
But just when Slaughters appeared infallible, it came under fire for its dual role on the
London Stock Exchange (LSE) takeover battle. As first reported in The Lawyer (24 January
2005), the Deutsche Börse appealed to the Takeover Panel for a ruling that Euronext, its rival
bidder for the LSE, was acting ªin concertº, or collaborating, with Euroclear.
The Deutsche Börse's advisers Goldman Sachs and Ashurst cited as one piece of evidence
the fact that Slaughters was advising both Euronext and Euroclear on the competition aspects
of the deal. There was no suggestion that Slaughters did not obtain client consent and there
was no direct conflict. But Slaughters' dual role was a tad embarrassing given that the firm
famously had Freshfields thrown off the M&S bid over a conflict.
Meanwhile, corporate turnover at Clifford Chance increased from £221.1m to £228.7m.
But while the department has had a steady flow of public M&A deals, including advising
Barclays Bank on its acquisition of South African-based Absa, Clifford Chance's private equity
group remains the jewel in the magic circle firm's crown.
The team, including star partners Matthew Layton, Jim Baird and Adam Signy, consolidated
its relationship with Kohlberg Kravis Roberts & Co after landing its first-time UK
instruction to advise the US buyout house on the £1bn acquisition of Travelex.
Outside the magic circle, Lovells' corporate practice did not have a bumper 2004-05.
Revenues slid from £112m to £107m, with revenue per partner a very poor £991,000. The firm
blamed a competitive London legal market for the corporate group's poor performance. Indeed, Lovells' corporate practice was nowhere to be seen on any of the mega public M&A deals.
However, Lovells' mainstream corporate group received a much-needed leg-up in June 2005
after landing the mandate to advise longstanding client SABMiller on its $8bn (£4.37bn) merger
with South America's second-largest brewer Bavaria, which is part of the Santo Domingo Group.
In stark contrast, Lovells' private equity practice was unstoppable last year. The team
proved it was a force to be reckoned with last summer after it led the Barclay twins to victory
in the hotly contested battle to buy the Telegraph Group for around £729.5m.
Lovells head of private equity Marco Compagnioni advised long-term clients Sir David
and Sir Frederick Barclay on their successful acquisition of the newspaper group, which owns
titles that include The Daily Telegraph, The Sunday Telegraph and The Spectator.
A seven-partner Travers team advised losing bidder 3i, while Herbert Smith corporate
partner Anthony Macaulay advised Hollinger International on the sell-off.
The successful Telegraph auction proved to be even sweeter for Lovells, as it was the only
firm on guaranteed fees. As first revealed in The Lawyer (28 June 2004), the Barclay brothers
agreed to pay Lovells' fees in full even if they had lost out to a rival bidder. In contrast, other
law firms, including Ashurst, Freshfields and Travers, negotiated contingency fee agreements
when Hollinger's investment bank Lazard declined to underwrite legal costs.
Looking down the chasing pack, it was also a good year for most of the mid-market players,
with Simmons & Simmons, Norton Rose, SJ Berwin and Berwin Leighton Paisner
all reporting rises in their corporate turnovers. Similarly, corporate departments in most of
the national firms also fared well.
However, CMS Cameron McKenna and Travers both reported a dip, with revenues
dropping 2.7 per cent and 2.3 per cent respectively.
The resurgence of M&A activity is also beginning to filter through
into the IPO market, thanks primarily to the booming gaming sector.
And although the market has not yet reached the dizzying heights
of the dotcom boom, the LSE reported that the number of new issues
in the first three months of the LSE ending 30 June 2005 more than
doubled to 37.
Indeed, there were 15 IPOs in June alone, making it the best month
for new listings since July 2001 in terms of money raised, and the
most IPOs since November 2000.
Meanwhile, AIM, which celebrated its tenth anniversary in June,
continues to ride high. The junior bourse, which for years has been
the playground for mid-tier and national firms, has started to attract
a new generation of adviser these days, including a number of larger
City firms that have historically been associated with the main list.
Lovells, for instance, made its AIM debut in the summer when it
advised Lehman Brothers on the IPO of advertising agency M&C
Saatchi, while magic circle firms are rumoured to be undercutting
firms traditionally associated with AIM-related work on deals.
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