News
Baker & McKenzie Advises SOCAR on the Acquisition of Esso Schweiz GmbH
Baker & McKenzie has advised the State Oil Company of Azerbaijan Republic (SOCAR) on the acquisition of all shares in Esso Schweiz GmbH from ExxonMobil Central Europe Holding GmbH, a subsidairy of Exxon Mobil Corporation.
The acquisition of Esso Schweiz GmbH by SOCAR includes a retail station network with more than 170 service stations (63 are company-owned). SOCAR will also acquire the Industrial & Wholesale fuels marketing division, which includes significant volumes of heating oil and bottled gas sales to independent distributors across Switzerland as well as a gas bottling plant in Wangen bei Olten and the fully owned reseller Deville Mazout Sarl in Geneva. Also included in the transaction is the Aviation business at two Swiss airports (Geneva and Zurich) and the relevant Aviation Joint Ventures (JV) shares, as well as the Swiss Supply & Distribution business with its terminals and pipeline JV shares.
Zurich-based Baker & McKenzie M&A partner Martin Frey, who led on the deal, said, "SOCAR is a valued and longstanding client of the Zurich, Baku and London offices. This is SOCAR's first acquisition of this type in Western Europe and we are pleased to be able to assist again on such a significant deal."
The Baker & McKenzie team also included Zurich-based Competition partner Philippe Reich, senior associate Alexander Fischer and associate Simone Bösch.
Founded in 1993, SOCAR is the State Oil Company of Azerbaijan Republic, employing over 80,000 staff in Azerbaijan and Eastern Europe. SOCAR was established to manage resources and oil and gas carrier activities by the Republic of Azerbaijan.
Baker & McKenzie Names Ian Dinwiddie Its New Chief Financial Officer
Baker & McKenzie has appointed Ian Dinwiddie as its Global Chief Financial Officer, succeeding Robert Spencer, who has held senior roles in the Firm since 1993. As CFO, Mr. Dinwiddie will be responsible for developing and driving the strategic financial initiatives of the world’s largest law firm.
Mr. Dinwiddie begins his tenure with Baker & McKenzie this week. His term as CFO will take effect 1 January 2012 following Mr. Spencer’s retirement at the end of this year. He will be based in London and Chicago.
Mr. Dinwiddie comes to the Firm with extensive experience in the financial, accounting, and legal industries, including 20 years as Finance Director at Allen & Overy.
“Ian’s global experience and exceptional track record make him an ideal fit as we accelerate our efforts to grow, better leverage our distinctive global platform and become an even more client-driven global law firm,” said Eduardo Leite, Chairman of Baker & McKenzie’s Executive Committee.
Mr. Spencer has led the Firm’s global financial team for nearly two decades. He also served as the Firm’s chief operating officer for two years. During his tenure, the Firm has more than quadrupled its global fee income and profits, while increasing its presence in emerging markets, Europe and the Middle East. This has included the opening of offices in the People’s Republic of China, Malaysia, Vietnam, Chile, the Czech Republic, Azerbaijan, Kazakhstan, Bahrain, the United Arab Emirates, Qatar, Luxembourg, Austria and, most recently, Turkey. The Firm also has developed the legal profession’s largest shared service center, with nearly 500 employees located in the Philippines.
“Bob Spencer has been a critical influence in every strategic decision we have made as a Firm for the past 18 years,” said Mr. Leite. “We are fortunate to have worked with Bob and thank him for his outstanding leadership, insight and resolve in advancing the Firm. Bob leaves big shoes to fill, but we are very confident that Ian’s deep knowledge and broad experience will enable us to build on Bob’s many contributions.”
2012 Chambers Student Guide - True Picture
It was founded in Chicago in 1949, but don’t call it American – if ever a firm was international in nature, it’s this one.
Life begins at 50
Baker & McKenzie's 69 offices in 41 countries make it a serious contender for the title of ‘world’s biggest law firm’. The way it is structured means that each office is semi-autonomous. “We don’t have our strings pulled from New York, nor would we in London ever try to pull the strings of other offices,” trainees informed us. Nevertheless, ‘multi-jurisdictional’ is the name of the game – virtually every deal B&M works on has an international element to it and calling a colleague in Hong Kong or Kazakhstan is as commonplace as shouting out to a mate down the hall.
The London office celebrated its 50th birthday in 2011: in fact, by our reckoning it was the very first US-founded firm to come to these shores, blazing a trail that many others have followed since. It has gained respect in London and elsewhere for its high-quality work in a wide variety of areas. Employment, IT, telecoms and outsourcing are just some of the practices that Chambers UK ranks as among the best in Britain.
However, it’s fair to say that while B&M would love to duke it out with the magic circle in those prestigious ‘mainstream’ fields of corporate and finance, it isn’t quite at that level yet. For example, in M&A Chambers UK ranks it at the same level of mid-sized City outfits like Berwin Leighton Paisner. With this in mind, trainees say the aim is “bigger deals, better clients and getting our name out as more of a higher tier firm.” Added one source: “We are trying to get some really big clients to use us for the full range of legal services, rather than having them come to us for one or two things they know we are good at. For example, we’ve just become lead global legal counsel to Carlsberg. It’s about building those relationships.”
Grim up North
A stint in one of the corporate teams is compulsory for trainees, and they can express a wish for one “preference seat” which they are pretty much guaranteed to visit at some point. As for the remaining seats, trainees can list three preferences, which they talk through with a member of the HR department. There is “an understanding that there is a bit of give and take” in the process and that HR has a tough job, yet there were mixed opinions about the transparency of the system, with some sources saying that “some people feel a bit let down by the process: occasionally there doesn’t seem to be a good explanation why certain people get their choice over others.” In general, however, there was consensus that the seat allocation system, though flawed, is fair.
The corporate department is split into four main teams. Corporate North (located on the north side of the building, obvs) is known as “the dirty department” – not for any insalubrious reason, it’s simply the project finance and infrastructure group, and so sees lots of oil and gas work. It recently advised the China National Offshore Oil Company on a $3.1bn joint venture with Bridas Energy Holdings, for example. Corporate South is all about private equity and telecoms matters, West handles more general M&A deals and restructuring/insolvency, while East advises on a range of big-ticket corporate finance matters, including public takeovers, M&A, capital markets and financial services. As you can tell, most of these teams have at least a couple of different types of work going on, and trainees are “actively encouraged do a bit of everything.”
Trainees work on “really big interesting deals” such as the £20.5m disposal of high-street chain Paperchase by Borders, and a Canadian pension fund’s successful £389m bid for Camelot, the operator of the National Lottery. Other big-name clients include Sony, PepsiCo and Nike. Whether trainees get menial or substantive tasks can depend on at what point during the course of a deal they join the department. “I can envisage someone getting stuck on grunt work if they are unlucky,” said one source, but all our contacts said that “in corporate they try to give you as much responsibility as you can handle.” That can mean helping to draft some of the documents, research and helping out with business development. “I did one all-nighter,” a source revealed. “It had novelty value! There have been none since, although I’ve had a few 3am finishes.” Despite occasional long hours, trainees agreed that partners “are absolutely not slave drivers. Bakers doesn’t really have that hard-nosed corporate mentality. They don’t expect you to live in the office.” One trainee told us a nice little story about the time he scored last-minute tickets to a gig and asked to leave at 5pm on Friday. “The partner said, ‘You’ll never make it’ and told me to leave even earlier.”
Finance seats can be “quite bewildering” at first, but they are useful because “you find out why corporations do certain things rather then just how they do them.” Debt restructuring is currently a significant generator of work, and B&M helped restructure $16.7bn worth of the debt of BTA Bank, formerly the largest bank in Kazakhstan. Less client-facing than some other seats, trainee work involves “document handling,” proofreading and drafting small bank agreements. “The learning curve is quite steep” but a couple of weeks of “intensive” training is provided, “both general banking training and also stuff tailored to the specific practice.” Speaking of training, it’s “really comprehensive” right across the firm. “Often, I’m doing something and I think ‘Ooh, I’ve got that lovely PowerPoint presentation from that session to help me’,” said one source happily. Mid- and end of seat appraisals keep trainees informed of their progress.
Intellectual property is a perennially popular seat. There’s no getting away from it the work going on in this department is sexy. The negotiation of multimillion-pound sponsorship deals with Manchester United and Chelsea on behalf of a Thai beer company is just one example. Other clients come from the worlds of retail (American Apparel, Calvin Klein, The Body Shop, Tommy Hilfiger), telecoms (O2, Orange, Vodafone), pharma (AstraZeneca, Novartis, Pfizer), technology (Google, Hewlett-Packard, Sony), the auto industry (McLaren, Mitsubishi) and elsewhere. “Working for household names does make it all a bit more exciting!” trainees said. There are typical trainee jobs to complete, but ”you are not just making the bundles – you get to go to court and prep the witness, and give your opinions and thoughts in meetings with barristers.” Trainees also receive “great client exposure” and take first attempts at drafting.
Chambers and parties
Baker & McKenzie’s IT group is one of the best in the country and it certainly gets some excellent instructions. Alas, most of these are confidential, but we can inform you that many of the clients overlap with the IP group. We can also tell you about a juicy pro bono case taken on by the team. You may remember the case of Paul Chambers, who jokingly threatened to blow up Robin Hood Airport on Twitter and was convicted for an offence under the 2003 Communications Act. B&M acted for Mr Chambers in his appeal. Trainees in the IT and commercial seat have “quite a lot of work reviewing and drafting contacts, and liaising with the client about what they want in the contract.” Often, a piece of work will come in involving UK advice on a multi-jurisdictional deal, which leads to lots of contact with other offices.
The dispute resolution department covers a huge range of matters, from fraud, to product recall, to general commercial disputes. In one recent matter, the group advised the BBC Trust after the Scottish National Party and Plaid Cymru complained about their exclusion from the Beeb’s leadership debates in the run-up to the 2010 general election. It successfully defended the Trust in the judicial review proceedings brought by the SNP in the Court of Session in Scotland. Trainees are “really encouraged to get involved in all aspects of work” and, if they qualify here, won’t start to specialise until after two or three more years of practice. Seats in disputes tend to be given to second years rather than first years, so “they expect a little bit more of you and you are given responsibility from an earlier stage.”
The pensions seat has a reputation for having “the nicest people in the whole firm” but is “a well-kept secret” in terms of work. Those who had experienced it said there’s “lots of hands-on drafting experience and client contact.” It’s one of the few departments at the firm that doesn’t see a lot of multi-jurisdictional work. Other seats include employment (a B&M speciality worldwide and a highly ranked department in Chambers UK), corporate tax (“research-based, technical”), real estate, competition and wealth management.
A big draw for students is the possibility of overseas secondments, and if you have your heart set on going abroad for three months you should be able to do so at B&M. However, trainees did note that that overseas seats “used to be really open to everyone, but for whatever reason the opportunities have been reduced.” The firm says that this is partly due to ensuring it complies with the SRA’s regulations on foreign secondments, and also because there is also an increasing demand from clients who want to take trainees in-house for six months. Client secondments are therefore numerous, and trainees who go off on them inevitably come back raving about the higher level of responsibility they got while working in-house. “I suppose they’re not really aware of the level of work that trainees usually get – they don’t have the same hesitation about throwing you in there,” one satisfied source enthused. As for overseas seats, stints in Brussels, Hong Kong and Moscow are still regularly available, and there are also postings in Singapore, Paris, Amsterdam and Sydney. Overseas opportunities don’t vanish after qualification: associates are “encouraged” to spend time in other offices.
Variety pack
“I know it sounds cheesy but I really do love it here!” Trainees were positively glowing about the Baker & McKenzie experience. “There’s not a whiff of arrogance” here, they said, “no city-slicker mentality at all. Obviously you have to be interested in business, but it’s not dog-eat-dog.” London is the largest office in the B&M network, but with somewhere in the region of 400 lawyers it is nowhere near the size of the magic circle firms so “you’re not an identikit trainee.”
During the course of our research, we were happy to find ourselves taking an extensive tour of the regions when it came to our interviewees’ accents. No need to sound posh, or even blandly middle-class, here. Trainees praised the “broad variety” of their intake, who come from all over the country and from overseas. As you’d expect, Oxbridge and the Redbrick universities feature prominently in trainees’ backgrounds, but many other universities are represented and we weren’t surprised to learn that among its many pro bono and corporate responsibility groups is one that looks at increasing social mobility in the profession.
Trainees all study the B&M LPC together at the College of Law, so they all know each other well before they join the firm. The current group is “sociable but sensible,” apparently. “Other firms are a lot wilder, I think,” reported one source. “You hear the stories of how they go out all the time and get totally lashed!” B&M trainees don’t – or not with liver-pummelling regularity, anyway. Friday evening drinks in the canteen are well attended, and the managing partner usually sticks his head round the door to say hello. The canteen is an important social hub, and “from 12.30 to 1.30pm you can’t move for the flocks of trainees eating lunch together” in there. The summer party has been reinstated after a recessionary absence, and there’s a bash at Christmas too. Football, hockey, netball, cricket and rugby sevens teams are among the numerous sporting groups.
Our sources were generally happy with the qualification process and confident that they would be kept on, with the caveat that some people might not be offered positions in their first-choice department. Do remember that despite having plenty of niche departments, B&M is “trying to sell itself as a corporate firm” and it’s this department that usually offers most places come qualification. In all, 32 out of 40 second-year trainees stayed on in 2011.
And finally...
B&M London offers global work in a mid-sized firm environment, and trainees can’t praise it enough.
Baker & McKenzie Advises LaSalle Investment Management on European Investment Portfolio Acquisition
Baker & McKenzie has advised global real estate investment company LaSalle Investment Management (LaSalle) on its acquisition of JER Partners' European Real Estate Funds platform. The transaction, which is subject to JER investor approval, is set to enhance LaSalle's European team and capabilities in new asset classes and geographies.
Baker & McKenzie London partner and Head of Investment Funds, James Burdett, who led on the deal, said, "LaSalle is a valued long-standing client of Baker & McKenzie and we are delighted once again to have worked on such a significant deal, which will strengthen LaSalle's European portfolio growth plans."
The Baker & McKenzie team also included London Banking & Finance partners Ian Jack and Frances Okosi alongside associates Priya Kumar and Aimee Saunders.
LaSalle Investment Management is one of the world’s leading real estate investment managers with over 30 years of experience. With more than 600 employees in 17 locations worldwide, LaSalle manages USD43 billion of public and private equity real estate investments.
Baker & McKenzie Advises Ford on Joint Venture with Sollers
Baker & McKenzie advised Ford Motor Company on a 50:50-owned joint venture with Sollers OJSC, one of Russia's leading automotive companies. The Ford Sollers JV started operation on 1 October 2011, just eight months after the two companies signed the initial memorandum of understanding.
The new Ford Sollers business will be headquartered in Khimki, Moscow region, and will have three production sites; one in the Leningrad region and two in Tatarstan. Ford Sollers will produce the Ford Explorer and the Ford Transit medium commercial vehicle in Tatarstan from 2012. The Ford line-up of vehicles already includes the new Ford Focus and Ford Mondeo, which are currently built near St. Petersburg in Vsevolozhsk, Leningrad region. Ford Sollers will be responsible for the import and distribution of Ford branded passenger cars and light commercial vehicles, parts and accessories in Russia and further in the future will also conduct R&D.
Baker & McKenzie’s multi-disciplinary team included lawyers from the corporate and M&A, antitrust and competition, construction and real estate, intellectual property, labor and migration, banking and finance, trade and commerce practice groups in Amsterdam, London, Milan, Moscow, Prague and St. Petersburg offices. The team was led by Managing Partner in St. Petersburg Maxim Kalinin, partner Igor Gorchakov and associates Edward Zadubrovsky, Fedor Belykh and Anna Gavrilova; Moscow-based partner Margarita Divina and associates Anna Pavlova, Ekaterina Elekchyan, Igor Kokin and Michael Goldstein; as well as partner Jeroen Hoekstra and associates Nancy Matos and Koen Bos from the Firm’s Amsterdam office.
At different stages of the deal, Baker & McKenzie was involved in drafting and negotiating the memorandum of understanding, shareholders’ agreement; managing complex antitrust issues with the Federal Antimonopoly Service of the Russian Federation; performing a due diligence investigation of former Sollers production facilities in Tatarstan and transfer of assets; drafting the franchise agreement; preparing employment agreements and obtaining permits to hire new foreign employees; working on agreements regarding a RUB 36 billion loan facilities from Russia’s Vnesheconombank; and handling dealer network issues.
Commenting on the transaction, Mr. Kalinin said, "Our involvement in this transaction demonstrated how our Firm works seamlessly together. Ford is one of our major clients, and we enjoy working with an industry leader and helping them take advantage of the various opportunities in the market."
Baker & McKenzie Advises Citadel Capital on USD70 Million Fundraising
Baker & McKenzie advised Citadel Capital SAE Platform Company Africa Railways Ltd. on a major fundraising that saw leading international investors subscribe to a USD70 million capital increase. This brings total funds raised for the transaction, including senior debt and equity, to USD 275 million.
Participating institutions included IFC African, Latin American and Caribbean Fund, LP (ALAC), the private equity fund managed by the IFC Asset Management Company, LLC; Dutch development bank FMO; German development finance institution DEG; FISEA, a vehicle dedicated to investment in Sub-Saharan Africa owned by France’s Agence Française de Développement and managed by its subsidiary PROPARCO; and the International Finance Corporation.
Baker & McKenzie London partner and Head of Investments Funds James Burdett, who led on the deal, said, "Citadel Capital is a valued client of Baker & McKenzie and we are pleased once again to have worked on such a significant deal, which continues their track record of winning significant investment from global institutions and investing into Africa."
The Baker & McKenzie team also included London Investment Funds associate, Priya Kumar.
Citadel Capital Managing Director Karim Sadek said, “This investment will fuel ARL’s ability as lead shareholders to fund Rift Valley Railways (RVR) as it executes a five-year, multi-point rehabilitation program that will see RVR make a quantum leap in operating standards. We are most grateful to Baker & McKenzie for their assistance in this landmark transaction.”
Citadel Capital is the leading private equity firm in the Middle East and Africa. Its 19 Opportunity-Specific Funds control Platform Companies with investments of more than USD 8.7 billion in 15 industries including energy, mining, agrifoods, cement, transportation and retail.
Baker & McKenzie advised Citadel Capital earlier this year on the fundraising for the Citadel Capital Transport Opportunities II (CCTO II) Fund, which controls the firm’s investments in Egypt’s river transportation industry. That fundraising saw German development bank DEG and the European Investment Bank commit a combined USD 21 million to bring total equity invested in CCTO II to USD 110 million.
Baker & McKenzie Advises Cargill on EUR1.5 Billion Provimi Offer
A multi-office Baker & McKenzie team has advised Cargill on its binding offer to acquire Provimi, the global animal nutrition company, for an enterprise value of EUR1.5 billion from Permira funds, the private equity firm which owns Provimi. Provimi has agreed, on an exclusive basis, to commence the necessary Works Council consultations and appropriate regulatory approvals.
Baker & McKenzie Corporate Partner Tim Gee who led on the deal said, "We're delighted to have been able to work with Cargill on this major strategic transaction. On completion, the acquisition would cement Cargill's existing position to create a global leader in animal nutrition. The span of the existing Provimi business across five continents meant seamless input was required from over 20 jurisdictions which played to our strengths as a truly global firm."
Cargill plans to acquire Provimi’s worldwide animal nutrition business, which has operations in 26 countries and employs more than 7,000 people across Asia, Europe, Africa and Latin America. The acquisition would strengthen and expand Cargill’s existing operations creating a global leader in animal nutrition.
The Baker & McKenzie team which worked closely with members of the Cargill law team across the relevant jurisdictions was led by London Corporate Partner Tim Gee and included Competition Partner Luis Gomez, Tax Partner Alex Chadwick and Senior Associate Nick O'Donnell. Lawyers from 23 Baker & McKenzie offices provided support.
Baker & McKenzie Hires Leading Energy and Infrastructure Partner
Baker & McKenzie is delighted to announce the appointment of Marc Fèvre as a partner in its Energy, Mining and Infrastructure (EMI) Group.
Marc joins the Firm from Freshfields Bruckhaus Deringer. He is an expert in energy and infrastructure projects as well as in development and finance. In the energy sector, his practice includes advising investors, lenders and governments on greenfield developments, project financings and secondary market transactions in relation to energy and power generation assets and businesses, with a particular focus on renewable energy. Marc’s expertise also includes infrastructure project financings and PPPs, particularly in the road and rail sectors. Marc has worked in Asia, Europe and Africa and brings significant recent experience from the Middle East, having worked in Abu Dhabi since early 2009.
Head of Baker & McKenzie London's EMI Group Hugh Stewart said, "We are delighted to welcome Marc into the Energy, Mining & Infrastructure Group. His arrival will help build the success of our thriving practice and his experience will add to our strength in a number of key areas."
James P. O'Brien Chair of Baker & McKenzie's Global Power Practice added, "Our energy practice is truly international and continues to even strengthen its global presence. Marc's arrival will further complement that."
Marc is the seventh partner in the London EMI Group and he’ll be part of the London Office's 32-partner Corporate group. The London EMI Group is also part of Baker & McKenzie's 55-partner EMI Group for Europe, the CIS, the Middle East and Africa, advising on projects and transactions throughout these regions. The EMI group advises companies, governments, public authorities and financiers, with a focus on project development transactions, and mergers and acquisitions in the oil and gas, petrochemicals, power, mining and metals, water, transport and infrastructure sectors. The group also advises on environmental markets including renewables and carbon trading.
AXA Private Equity and LGT Capital Purchase HSH Nordbank Portfolio
A cross-office Baker & McKenzie team has advised AXA Private Equity and LGT Capital Partners Ltd on the acquisition of a portfolio of private equity assets from German bank HSH Nordbank. The portfolio includes interests from 47 limited partnerships in European private equity buyout funds worth a total of around EUR620 million.
Baker & McKenzie Private Equity Partner Bruno Bertrand (Paris) who led on the transaction commented, "We are delighted to have been involved with this deal. It demonstrates that the secondary transactions market continues to be very buoyant. It was a complex transaction that played to the strengths of our European and Global Private Equity groups."
The Baker & McKenzie team was led by Bruno Bertrand and included Tax Partner Guillaume Le Camus (Paris), Private Equity Partner James Burdett, Tax Partner James MacLachlan (London), and Tax Partners Todd Golub and Patricia McDonald (Chicago). Assistance was provided by associates Benoit Champon and Xavier Berre (Paris); and, associates Simon Cleobury, Neil Ghosh, Laura Chambers and Aimee Saunders (London).
AXA Private Equity is a leading private equity firm with USD25billion in managed assets and a global reach extending across Europe, North America and Asia. The firm offers investors the full spectrum of private equity services for every market segment: direct funds, infrastructure financing, mid cap and small cap buyouts, venture capital, co-investments, fund of funds as well as mezzanine financing.
Swiss-based LGT Capital Partners is a leading alternative investment manager and manages over USD21 billion in hedge fund and private equity assets and has an international team of over 180 professionals with 32 nationalities.
