Gibson Dunn on hand as Nat Rothschild fails in Bumi tussle

Lawyers from Berwin Leighton Paisner (BLP), Freshfields Bruckhaus Deringer, Gibson Dunn & Crutcher and Slaughter and May were all in attendance at the Bumi shareholder meeting where Nat Rothschild was defeated in his bid to assert control over the company yesterday.

At an extraordinary shareholders meeting in London yesterday, Rothschild – who helped found Bumi in 2010 – tried to expel 12 of the company’s 14 board members, but had his plans rejected by shareholders who voted to remove just two members, Jean-Marc Mizrahi and Nalinkant Rathod. Rothschild also tried to get himself elected back onto the board, but failed. Bumi chairman Samin Tan was not voted out but has informed the board that he will step down anyway.

BLP litigation partner Graham Shear was at the meeting representing Indonesian family the Bakrie Brothers who own 23.8 per cent of Bumi and with whom Rothschild first established the company. The Bakries will now look to buy their way out of the venture. BLP, led by partner Benjamin Lee, will advise on that, too.

Meanwhile, Gibson Dunn partner Selina Sagayam was also at the meeting, advising Rothschild, along with fellow partners Jeffrey Roberts and Philip Rocher.

Freshfields, which advised Bumi plc, was also at the meeting, represented by corporate partner Julian Makin. Slaughter and May corporate partner Nilufer von Bismarck was at the meeting in her capacity as adviser to Samin Tan’s company Borneo, which bought a share in the Bumi venture from the Bakrie brothers in 2011. Von Bismarck advised Borneo on its initial investment in Bumi after being recommended to the client by its investment bank, Standard Chartered.

In the background to the shareholder battle the UK Takeover Panel is continuing to scrutinise all the players who took part in the initial deal that created Bumi, including Freshfields, which was acting for Rothschild’s company Vallar, which later became Bumi (4 January 2013) when the deal was done.

The Takeover Panel argues that it was not properly informed of the relationship between Indonesian investors the Bakrie Brothers and another company, Mutiara, which combined with Vallar to create Bumi, in contravention of the Takeover Code.

Earlier this year, a source from Rothschild’s NR Investments was reported to have said in relation to the Takeover Panel investigation that the board of Vallar “approved the acquisition in November 2010, on the basis of advice from its legal and financial advisers, who led all interactions with the Takeover Panel on behalf of the Vallar plc board … [which] was not made aware of any concert party issues.”