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Finance and corporate law: explained by Mayer Brown partners

Two partners at Mayer Brown describe the firm's cutting-edge international deals and the variety of experience on offer here
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*Dominic Griffiths *

Mayer Brown

Head of Banking & Finance

Partner

Education

LPC and CPE, College of Law

BA History, Bristol University

What attracted you to Mayer Brown?

I liked the combination of cultures - a mixture of a genteel English law firm, and the very entrepreneurial, go-getting and commercial attitude found in the US. There's also a really international feel, although Mayer Brown doesn't open offices everywhere. We concentrate on core economic centres, for example, London, New York, Hong Kong, Frankfurt, Paris, and we work very well with independent local law firms where we don't have offices.

What kinds of transactions does Mayer Brown's banking and finance practice undertake? How is the group organised?

We've got almost 60 lawyers in Banking & Finance in London and they're divided to a certain extent into particular specialisms. For example, we cover acquisition finance, structured finance, project finance, real estate finance, derivatives and capital markets.

But up to the four to five year qualification level, we feel that no lawyer should be totally specialised, and so we encourage people to get involved in at least a couple of areas. Some associates may love derivatives work and spend 70 per cent of their time on it, but I'm keen that they should continue to gain experience of, for example, secured lending, or leveraged finance, or real estate finance.

Obviously clients require specialists, but I think they appreciate it when, if the structure of a deal changes, the partner and other lawyers involved have a broad knowledge base. I think it's also good for the lawyers themselves - it means that they're not doing exactly the same kind of deal all the time, and they end up with incredible CVs. Even beyond the five year PQE level, some of them still choose to be broad-based lawyers. I'm a good example - I do a combination of asset based lending, structured finance, leveraged finance, and some other things.

Can you tell The Gateway about a deal or deals that you have worked on recently which you particularly enjoyed?

I'm currently working on a structured finance transaction in Poland, which is going to be the first of its type in the Polish market.

Also, we recently acted for banks lending money to multinational fashion retailer, Liz Claiborne, which owns Juicy Couture and Mexx. The transaction involved 17 jurisdictions, and so we worked with lawyers in all of these locations.

Can you speak more about how you work with other offices in your network and with foreign counsel?

I'd say probably 80 or 90 per cent of the transactions we do in Banking & Finance in London have an international element to them.

If, say, the Paris office has been instructed by one of their clients on a transaction with an English law element, we'll be assisting them with English law security documentation and giving English law opinions.

Frequently in London we'll be coordinating deals with international aspects ourselves, working with other Mayer Brown offices and external law firms to produce the local law transaction documentation, which could be pledges or sale documentation in relation to assets in that jurisdiction, local law advice and the legal opinions which the client will request stating that the transaction documentation is enforceable. Even very junior lawyers are often involved in coordinating that foreign law work, and liaising with those foreign lawyers to make sure the transaction is closed efficiently.

Which jurisdictions do you tend to work with most?

The Netherlands, France, Germany and Spain are coming into a vast number of transactions at the moment. Also, the Eastern European jurisdictions - big UK or US companies now frequently have subsidiaries and operations there. A large proportion of our work is cross-Atlantic and we are working more and more with our offices in China and Brazil. As far as emerging markets are concerned, Turkey is very active at the moment. There's not as much emerging market activity as there was back at the height of the market, but it's starting to return.

When, and how, do you work with other departments at the firm?

We frequently work with Corporate. We might be supporting one of their transactions where one of their clients, a hedge fund or a private equity company, requires some financing advice as a borrower. In addition, they help us on our acquisition finance transactions, as obviously there's an M&A deal going on there too. We also do a lot with Real Estate - their clients might require banking lawyers in the context of the financing of large property transactions. Our pensions group is one of the best in the City, and there are a number of transactions that we have worked on with them involving pension trustees, for example, on the restructuring of a company where the pension trustees need protecting. We also co-operate with our insurance group, in particular on structured finance transactions involving insurance companies.

How has Mayer Brown's banking and finance practice fared in the changing market conditions of the past few years?

The transactional practices of large firms like ours have all suffered during the market downturn. However, one of the strengths of Mayer Brown is that we have a large litigation practice, so we've coped well. In addition, our transactional practice is expert in one-off complex structured financings, and so we've been able to work on a number of situations where transactions have been unwound and restructured. We also invested heavily in areas of the practice which required strengthening, taking advantage of the market downturn to acquire some really good lawyers, which is beginning to pay off now as things start to pick up.

Can you describe a new development or hot issue in banking law that people are talking about at the moment?

New accounting regulations are affecting our structured finance practice. There's also the proposal to split up the activities of banks. We have some clients who are very concerned, and others have already spun off some of their banking activities into separate entities, perhaps foreseeing some form of breakup in the industry.

Kate Ball-Dodd

Mayer Brown

Partner

Associate

Education

LPC, College of Law

LLB, Nottingham Trent University

What attracted you to Mayer Brown?

Probably the most important factors were the quality of the work, the client base - and the people here. It was and still remains a place that is packed full of very talented lawyers!

What kinds of transactions does Mayer Brown's corporate practice undertake? How is the group organised?

We cover a broad range of work, including equity capital markets, public M&A work, private M&A, joint ventures and outsourcings. We also have a team of US qualified corporate lawyers "on the ground" in London. We also focus on specific sectors, for example, corporate insurance, communications and chemicals.

We are keen that our junior lawyers are exposed to a broad range of transactions, although you do tend to focus on specific areas as you become more senior.

We also encourage all our lawyers to spend time on secondment to clients as we think it's very important to see life from the client's perspective. I myself was seconded to EMI as a junior lawyer.

Can you tell *The Gateway *about a deal or deals that you have worked on recently which you particularly enjoyed?

Earlier this year, we acted on the sale of Camelot, the operator of the UK National Lottery. We were acting for the five selling shareholders - De La Rue, Cadbury, Fujitsu, Thales and Royal Mail. It was very interesting not least because of the numerous stakeholders, but also because of the complexities involved in selling a regulated asset.

When, and how, do you work with other departments at the firm?

One of the great things about being a corporate lawyer is that you get a great overview of an entire transaction. More often than not, I will be working with lawyers in Finance, Employment, IP/IT, Pensions, Real Estate and Tax in our London and overseas offices.

Can you speak more about how you work with other offices in your network and with foreign counsel?

We are involved in many complex multi-jurisdictional transactions which means we liaise closely with lawyers from our overseas offices, as well as local counsel. We're also involved in giving ad hoc advice in relation to the impact of the regulatory environment in the UK

Which jurisdictions do you tend to work with most?

Our India practice has been busy recently - we have just acted on a fundraising by a company which will be financing wind farms in India. Brazil is also proving to be an exciting opportunity.

I personally tend to get involved in a lot of work which has a US element to it. The second quarter of this year was the busiest quarter for North American companies acquiring UK quoted companies since 2000, and we will often be involved in transactions involving at least one US party.

Many trainees get to spend a seat in one of our overseas offices, for example, in São Paulo, or Hong Kong.

How has Mayer Brown's corporate practice fared in the changing market conditions of the past few years?

We saw an increase in activity in outsourcing and secondary fundraisings on the equity capital markets while the M&A market slowed down. That said, this year we have experienced an increase in the number of M&A transactions, which is encouraging.

Can you describe a new development or hot issue in corporate law that people are talking about at the moment?

Changes to the Takeover Code in the wake of the controversy caused by Kraft's takeover of Cadbury are a hot topic. The Takeover Panel recently published its proposed changes. Some quite far-reaching proposals will be put into place, for example, inducement fees paid by target companies are to be banned. Certain proposals will not be implemented, for example, raising the acceptance level at which a bid can become unconditional, or disenfranchising shareholders who acquire shares during the offer period. I think the decision not to accept these changes is sensible - the first would require changes to company law, and the second would run contrary to the principle that all shareholders should be treated equally.


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