Man United’s Freshfields defender sticks his heels in
The lawyer currently standing between Malcolm Glazer and Manchester United – Freshfields Bruckhaus Deringer partner Mark Rawlinson – also took a strong stance on a board’s fiduciary duty to shareholders when advising on the failed P&O Princess-Royal Caribbean merger.
At the behest of Royal’s investment bankers Goldman Sachs, P&O, advised by Rawlinson, agreed to a highly controversial 2 per cent break fee, plus a joint venture that was seen by P&O’s rival suitor Carnival as a poison pill.
At the time Carnival kicked off about the agreement, but it was never litigated and the break fee was paid out before P&O ultimately merged with Carnival. However, eyebrows were raised on the basis that break fees are unfair to shareholders because they are an impediment to a better offer.
The Takeover Panel did rule retrospectively that dual-listed company mergers would in future be covered by the Takeover Code and therefore subject to a maximum break fee of just 1 per cent.
But don’t expect Freshfields to cave in on its advice to the Manchester United board that it can reject the bid as bad for the company, even if the price offered to the shareholders is fair. The firm believes there is legal precedent from Scottish case Dawson International v Coats Patons (1991). And Rawlinson has previous for sticking his neck out on fiduciary duty.
CC and Chiomenti tread lightly on Citigroup’s Italian job
The plot just keeps on thickening in the veritable stew that is Parmalat, and now it’s Clifford Chance and Chiomenti in the pot. Both firms have long advised Citigroup on the Parmalat restructuring and are now representing the bank in its action against the Italian authorities responsible for the restructuring. The suit filed in Lazio last October claims that the Ministry of Productive Activities and the Ministry of Agriculture and Forestry, which have broad oversight of Parmalat’s restructuring, have failed to ensure a fair process for considering creditors’ claims. But rumours are circling the Italian market that both firms are desperate not to offend the all-powerful Berlusconi regime. Lawyers from Clifford Chance and Chiomenti are advising Citigroup on the suit, but its two independent administrative law specialists – Professor Scoca and Professor Police – will lead the court action. Incurring the wrath of banks is, after all, one thing, but the wrath of Berlusconi may well be another.
Bristol becomes the new hot property
Lawyers are on the move and Bristol is a favourite destination. While reading your copy of The Lawyer on the Tube or stuck in the back of a taxi somewhere, you’re probably thinking, who can blame them? A strategy to increase the profile of the region, which has seen significant investment in Bristol in the past five years, has paid dividends. And it seems that the influx of legal brains has provided an unanticipated catalyst to the city’s commercial property market. Bizarrely, it appears to be being driven by law firms. Bevan Brittan, Bond Pearce, Burges Salmon, Clarke Willmott, Osborne Clarke and TLT have all been in the market recently or are about to get on the move to larger, swishier premises. Maybe it’s time for other firms to call their South West property consultants.
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