Spanish firm Uría & Menéndez, best friend to Slaughter and May, has taken the highly unusual move of acting for both buyer and seller in the e204m (£145.2m) sale of a 50 per cent stake in Portuguese shopping centre Vasco da Gama.
The firm advised the seller, Sonae Imobiliária, a subsidiary of Portuguese property developer Sonae, and the buyer, ING Retail Property Fund Iberica (ING RPFI). The two clients have now set up a joint venture to operate the Lisbon-based shopping centre.
It is the second time Uría has advised the two clients in this manner: last year Sonae Imobiliária acquired 50 per cent of ING’s five Filo shopping centres in Spain for e137m (£97.5m), for which the two formed a joint venture to run the centres. ING originally purchased Filo, a Spanish real estate company of which the five shopping centres were the main asset, last May.
“It’s quite uncommon [to advise both parties],” admitted Ignacio Albiñana, the partner leading the ING team. “But both parties have total confidence in the way we do things.”
The firm constructed a Chinese wall for the deal, with fellow partner Fernando Azofra leading a team on the other side. “We followed internal rules and Bar Association rules,” said Albiñana. “In fact, that’s what the clients wanted.”
ING and Sonae are longstanding clients. Albiñana has been acting for ING since the mid-1990s and advised on the creation of ING RPFI in 1997. The firm is the fund’s principal adviser, although it also uses Cuatrecasas and Clifford Chance.
Similarly, Uría is also the principal Spanish adviser to Sonae. They first met on opposite sides, when Azofra advised the US Teachers Insurance and Annuity Association on its purchase of a 50 per cent stake in a Portuguese shopping centre from Sonae in 1999. When the company started investing in Spain, it immediately turned to Azofra for help.
The most recent deal is still subject to clearance by the European Commission. Competition partner Edurne Navarro is heading a team to deal with the matter in the Brussels office.