Australasian Legal Business (OzLB) Issue 7.12

ISSUE 7.12

ALB Service Provider Awards 2009 Market leaders in recruitment, software and more

Infrastructure Return of the mega-projects

New Zealand’s South Island A touch of Southern style

ALB FAST

Hall & Wilcox urwoods Lawyers Herbert Geer

Wotton + Kea Thomson Playford Cutlers

Henry Davis York

+K Lawyers

Hall & Wilcox

Mills Oakley ater & Gordon Thomson

Curwoods Lawyers

all & Wilcox M+K Lawyers

Herbert Geer

Mills Oakley

M+K Lawyers

Mills O

Integrated Legal Holdings Slater &

Playford Cutlers Mills Oakley M+K Lawyers Hall & Wilcox Curwoods Lawye

Herbert Geer

Slater & Gordon Henry Davis York

Curwoods Lawyers

otton + Kearney Mills Oakley

M+K Lawyers

Hall & Wilcox Wotton + Kea Mills Oakley

Slater & Gordon

Hall & Wilcox

Slater & Gordon

+K Lawyers

Integrated Legal Holdings omson Playford Cutlers Herbert GeerHall & Wilcox

Henry Davis York

Henry Davis Yor

Mills Oakley

Mills

Hall & Wilc

Henry Davis York

Herbert G

M+K Lawyers

Wotton + Kearney M+K La Herbert Geer Mills Oakley Hall & Wilcox Curwoods Lawyers M+K Lawyers HerbertCutl Geer Thomson Playford Herbert Geer THE FASTEST-GROWING FIRMS IN AUSTRALIA AND NEW ZEALAND DEALS ROUNDUP

LATERAL MOVES

US, UK REPORTS

NEWS ANALYSIS

MARKET DATA

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NEWS | news >>

24

Australasian Legal Business ISSUE 7.10

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1

ISSUE 7.12

EDITORial >>

ALB Service Provider Awards 2009 Market leaders in recruitment, software and more

Infrastructure Return of the mega-projects

New Zealand’s South Island A touch of Southern style

ALB FAST

Hall & Wilcox Curwoods Lawyers Herbert Geer

Wotton + Kearney Thomson Playford Cutlers

Henry Davis York

M+K Lawyers

Mills Oakley Slater & Gordon Thomson

Curwoods Lawyers

Hall & Wilcox M+K Lawyers

M+K Lawyers

Herbert Geer

Slater & Gordon Henry Davis York

Wotton + Kearney Mills Oakley

Mills Oakley

Integrated Legal Holdings Slater & Gordon

Playford Cutlers Mills Oakley M+K Lawyers Hall & Wilcox Curwoods Lawyers

Curwoods Lawyers

Are we out of the woods yet?

Herbert Geer

Mills Oakley

Hall & Wilcox

M+K Lawyers

Henry Davis York

M+K Lawyers

Integrated Legal Holdings Thomson Playford Cutlers Mills Oakley Herbert GeerHall & Wilcox

Henry Davis York

Hall & Wilcox Wotton + Kearney

Mills Oakley Slater & Gordon

Hall & Wilcox

M+K Lawyers

Slater & Gordon

Mills Oakley

Hall & Wilcox

Henry Davis York

Herbert Geer

Wotton + Kearney M+K Lawyers Hall & Wilcox HerbertCutlers Geer Thomson Playford

Herbert Geer Mills Oakley

Curwoods Lawyers Herbert Geer

M+K Lawyers

THE FASTEST-GROWING FIRMS IN AUSTRALIA AND NEW ZEALAND DEALS ROUNDUP

LATERAL MOVES

US, UK REPORTS

NEWS ANALYSIS

MARKET DATA

www.legalbusinessonline.com

R

ecent speculation that sovereign wealth fund Dubai World would default on nearly US$60bn of debt had the international business community cowering at the prospect of the much-dreaded second half of a ‘W’ recession. Despite the large Australian banks disclaiming any major exposure to the Dubai assets, the S&P/ASX200 slumped to its worst single day sell-off in five months – and the All Ordinaries also plunged.

There was a distinct taste of September 2008 in the air. No doubt, some elements of the Australian legal profession would have already begun eyeing the possibility of a fire sale of Dubai World’s extensive Australia port infrastructure.

As it turns out, the panic receded as quickly as it had arrived. “Market defies Dubai”, announced The Australian newspaper two days after the initial outbreak of speculation was reported.

Will the second half of the ‘W’ ever eventuate? The Australian and New Zealand legal community are almost unanimous in their optimism for the economic prospects of 2010. True, some firms appear to be playing it safe in the recruitment market, but this is not as much a manifestation of a lack of confidence in the economy as it is a recognition of the typical time lag which besets law firm workflows.

As one of the most critical years in the recent history of the Australian legal profession comes to a close, it is important to acknowledge the tremendous resilience of the profession in a year where many predicted widespread carnage would eventuate.

We’re not out of the woods yet. It has not been a happy year for all concerned.

But in the circumstances, 2009 really hasn’t been such a bad show after all

IN THE FIRST PERSON “Our strategy is all about identifying very good mediumsized law firms to join the group through acquisition, and then supporting those member firms as part of a national network” Graham Fowler, Integrated Legal Holdings (p30)

“A lot of these [megainfrastructure] projects have banked up so it might be difficult getting funding for all of them in a relatively short amount of time” Grant Ahearn, head of infrastructure, Deacons, (p39)

“It’s not sensible to compete with firms that have been [in the South Island] for generations.

People prefer to support their local community and to use local lawyers” Kevin Jaffe, chair, Simpson Grierson (p58)

The Australian and New Zealand legal community are almost unanimous in their optimism for the economic prospects of 2010

2

Australasian Legal Business ISSUE 7.12

contents >>

contents

ALB issue 7.12

38

THE FASTEST-GROWING FIRMS IN AUSTRALIA AND NEW ZEALAND

56

COVER STORY 24 ALB Fast 10

We reveal the fastest-growing law firms of 2009

ANALYSIS 10 Kensington Swan in Abu Dhabi A New Zealand firm plunges into the Gulf 11 Private equity exit strategies Private equity firms have been reluctant to engage exit strategies recently, but are the Myer and Kathmandu public offerings evidence of a change of heart?

FEATURES 32 ALB Guide: M&A The top lawyers and firms in this field are revealed 38 Infrastructure Mega-projects are back, but where is the funding coming from?

42 ALB-LexisNexis Managing Partner series:

Kevin Jaffe, Simpson Grierson Newly appointed chairman Kevin Jaffe shares his vision for the firm he now heads 46 Service Provider Awards Readers vote on the inaugural awards for favourite law firm service providers in 2010

4

42 56 ALB Special Report: New Zealand How are New Zealand’s national firms faring with their South Island workflows?

COLUMNS 13 UK Report

62 ALB-Kensington Swan In-house

Perspective:

Rashda Rana, Bovis Lend Lease A former barrister and private practitioner takes on a new challenge in her field – in-house

15 US Report 17 Legal traveller

REGULARS

COMMENTARY/ PROFILES

12 NEWS • Blake Dawson to launch in Japan • AXA tussle boosts work for top-tier firms • DLA Phillips Fox looks to Middle East for new CEO • Five law firms appointed to government’s tax advisory panel • Firms currently employing too many support staff • New Zealand firm fights against reporting overhaul • Cooper Grace Ward acquires stronger Queensland presence

66 Capital Markets Deals Data 67 M&A Deals Data

20 Buddle Findlay 29 Herbert Geer

Copyright is reserved throughout. No part of this publication can be reproduced in whole or part without the express permission of the editor. Contributions are invited, but copies of work should be kept, as Australasian Legal Business can accept no responsibility for loss.

australasian legal business ISSUE 7.12

NEWS | deals >>

deals in brief

| Banking & Finance | ►► IAG – RES restructure A$550m

Firm: Mallesons Stephen Jaques Lead lawyers: Shannon Finch, Ian Paterson Client: IAG Firm: Baker & McKenzie Lead lawyer: Rodney Stone Client: Trust Company Fiduciary Services

Shannon Finch Mallesons

• IAG Finance restructure of Reset Exchangeable Securities (RES) to an on-balance sheet instrument would allow it to qualify as innovative Tier 1 regulatory capital under APRA rules • Australian/New Zealand jurisdiction for the deal • Mallesons designed the original RES five years ago

“The proposal demonstrates that an attractive hybrid security can still be developed in today’s tougher business and regulatory climate” Ian Paterson, Mallesons

| M&A | ►► Woodside – Otway Gas Project divestment A$712m Firm: Freehills Lead lawyer: Rob Merrick Client: Woodside Firm: Clayton Utz Lead lawyers: Graham Taylor, Emma Covacevich Client: Origin Energy • Woodside to sell 51.55% interest in Otway Gas Project to Origin • Origin to assume operatorship of JV

6

Australasian Legal Business ISSUE 7.12

NEWS | deals >>

| M&A | ►► Mackay Sugar – Sugar Australia and New Zealand Sugar divestment A$100m Firm: Minter Ellison Lead lawyers: James Philips, Paul Wentworth Client: CSR Sugar Firm: McCullough Robertson Lead lawyers: Di Lohrisch,Peter Gill, Kerry Prior Client: Mackay Sugar

►► Your month at a glance Firm

Jurisdiction

Deal name

Arnold Bloch Leibler

Australia

Timbercorp – forestry assets divestment

345 M&A

Baker & McKenzie

Australia

BP carbon credit agreement

N/A Environment

Baker & McKenzie

Australia

IAG RES restructure

550 Banking & finance

Blake Dawson

Australia

ANZ capital raising

750 Banking & finance

Australia

API capital raising

150 Capital markets

Australia

Nestle divestment

N/A M&A

Australia

Macquarie Media Group capital raising

294 Capital markets

Australia

Woodside – Otway Gas Project divestment

712 M&A 340 Capital markets

Clayton Utz

• CSR bought out Mackay Sugar’s interest in the two joint ventures • Mackay to receive 8.77% stake in CSR Sugar, which is proposed to be demerged from CSR in Q1 2010

Australia

Kathmandu IPO

Corrs Chambers Westgarth

Australia

Suncorp – LJ Hooker divestment

Australia

Timbercorp – forestry assets divestment

Deacons

Australia

Macquarie – auto finance portfolio acquisition

Australia

BP carbon credit agreement

N/A Environment

Australia

Woodside – Otway Gas Project divestment

712 M&A

Australia

ANZ capital raising

750 Banking & finance

Australia

Kathmandu IPO

340 Capital markets

Australia

Macquarie Media Group capital raising

294 Capital markets

Australia

Amalgamated Holdings capital raising

107 Capital markets

Australia

ING Industrial Fund capital raising

700 M&A

Australia

AMP commercial property JV

200 Property, banking & finance

Australia

Suncorp – LJ Hooker divestment

67 M&A

Australia

Whitehaven Coal Mining facility

80 Banking & finance

Australia

LJ Hooker acquisition

Australia

Felix Resources loan syndication

250 Banking & finance

Australia

IAG RES restructure

550 Banking & finance

Australia

ANZ capital raising

750 Banking & finance

Australia

AMP commercial property JV

200 Property, banking & finance

Australia

ING Industrial Fund capital raising

700 M&A

Australia

Nestle divestment

N/A M&A

Australia

Macquarie Media Group capital raising

294 Capital markets

Freehills

• Lawyers from Di Lohrisch M&A, real McCullough estate, and tax Robertson were called on to complete transaction Gadens

| M&A |

Gilbert + Tobin

►► Timbercorp – forestry assets divestment A$345m Firm: Minter Ellison Lead lawyer: Callen O’Brien Client: Australian Bluegum Plantations

Mallesons Stephen Jaques

Firm: Arnold Bloch Leibler Lead lawyer: Leon Zwier Client: KordaMentha Firm: Corrs Chambers Westgarth Lead lawyer: David Hallam Client: KordaMentha • Timbercorp’s liquidator, KordaMentha, sold its blue gum plantations to a Global Forest Partners (GFP) investment fund • Purchaser will trade as Australian Bluegum Plantations • Transaction involved the acquisition of assets from eight companies in liquidation

www.legalbusinessonline.com

A$m Practice

67 M&A 345 M&A 1,000 Banking & finance

67 M&A

Australia

API capital raising

150 Capital markets

McCullough Robertson

Australia

Mackay Sugar – Sugar Australia and New Zealand Sugar divestment

100 M&A

Minter Ellison

Australia

Mackay Sugar – Sugar Australia and New Zealand Sugar divestment

100 M&A

Australia

Timbercorp – forestry assets divestment

345 M&A

Australia

Macquarie – auto finance portfolio acquisition

Australia

AMP commercial property JV

1,000 Banking & finance 200 Property, banking & finance

Does your firm’s deal information appear in this table?

Please contact

alb@keymedia.com.au

61 2 8437 4700

7

NEWS | deals >>

| Banking & Finance | ►► Macquarie – auto finance portfolio acquisition A$1bn Firm: Deacons Lead lawyers: Adrian Ahern, Bill Farrow Client: Macquarie Bank Firm: Minter Ellison Lead lawyers: David Inglis, Theo Kindynis Client: Ford Credit Australia • Macquarie bought Ford Credit Australia’s retail portfolio • Macquarie Leasing is now one of Australia’s largest providers of car finance with 200,000 vehicles managed or financed • Management of the portfolio to be progressively transferred to Macquarie and completed by January 2010

8

“Strengthening our existing businesses, in Australia and overseas, and broadening our portfolio of businesses is now the focus” Garry Farrell, Macquarie

| Banking & Finance | ►► ANZ capital raising

A$750m Firm: Blake Dawson Lead lawyers: Elspeth Arnold, Corey Lewis Client: ANZ Banking Group Firm: Mallesons Stephen Jaques Lead lawyer: Ian Paterson Client: ANZ Firm: Freehills Lead lawyer: Philippa Stone

Client: Joint lead managers • Blake Dawson also advised ANZ on it’s a$4.7bn placement and share purchase plan earlier this year • ANZ Securities, Commonwealth Securities, Deutsche Bank, Goldman Sachs JBWere, Macquarie Capital, Morgan Stanly, Westpac and UBS appointed as joint lead managers • Offer consists of convertible preference shares (CPS2) to raise A$750m with the ability to increase or reduce the size

“We’re pleased to have advised ANZ on another capital raising in 2009, following our work on its $4.7b placement and share purchase plan earlier this year” Elspeth Arnold, Blake Dawson

| Property, Banking & Finance | ►► AMP commercial property JV A$200m Firm: Minter Ellison Lead lawyers: Keith Rovers, Julian Hill Client: banking syndicate Firm: Gadens Client: developer Firm: Mallesons Stephen Jaques Client: developer • Banking syndicate that includes ANZ and NAB financed AMP-led JV • Funds will be used to build luxury residential apartment complex in Sydney • Transaction involved a development finance facility secured over the stillto-be-developed building

Australasian Legal Business ISSUE 7.12

NEWS | deals >>

“The transaction shows that postcredit crunch, wellstructured good deals can still be financed” Keith Rovers, Minter Ellison

Oil Search (A$895m), Servcorp (A$80m), Campbell Brothers (A$196m) and Lynas (A$450m)

| Environment | ►► BP carbon credit agreement A$232m

| Capital Markets | ►► Kathmandu IPO A$340m

Firm: Clayton Utz Lead lawyers: Greg James, Stuart Byrne Client: Kathmandu Firm: Freehills Lead lawyers: Tony Sparks, Philippa Stone Clients: Goldman Sachs JBWere, Macquarie Capital Advisers • Specialist clothing retailer listed on both ASX and NZX • Private equity owners Goldman Sachs JBWere and Quadrant Private Equity made complete exit • First IPO in New Zealand in almost two years

| M&A | ►► ING Industrial Fund capital raising A$700m Firm: Gadens Lawyers Lead lawyer: Paul Brown Client: ING Industrial Fund Firm: Mallesons Stephen Jaques Lead lawyers: Shannon Finch, John Sullivan Client: joint lead managers

• Mallesons M&A team has worked on seven recent capital raisings – Macquarie Media Group (A$294m), CSR (A$375m), API (A$150m), www.legalbusinessonline.com

• G + T’s corporate transactions team has also advised on GrainCorp’s acquisition of UMH, AGL Energy’s sale of its Hallet 4 Wind Farm, Crescent Capital Partners’ acquisition of Bay Audiology; and Consolidated Media’s divestment of shares in SEEK

Firm: Deacons Lead lawyers: Elisa de Wit, David Porter, Fadi Khoury Client: BP

• Sale returns ownership of real estate company back to the Hooker family

Firm: Baker & McKenzie Lead lawyers: Martijn Wilder, Howard Fraser Client: Carbon Conscious

| Banking & Finance |

• BP will use the carbon credits Martijn Wilder generated Baker & McKenzie

by Carbon Conscious’ planting of 10 million eucalyptus trees to offset emissions • Project is expected to generate twothree million Australian emission units (AEUs) over a 15-year period • Bakers also advised Carbon Conscious on a deal it reached with Origin Energy in July to plant six million trees

“We are pleased to provide the infrastructure for international companies like BP to enter the Australian domestic carbon market” Martijn Wilder, Baker & McKenzie

• JP Morgan, Goldman Sachs JBWere and Deutsche Bank appointed as joint lead managers for this deal • Marks second stage of IIF’s capital management strategy following recent debt refinancing

Firm: Corrs Chambers Westgarth Client: Suncorp

| M&A | ►► Suncorp – LJ Hooker divestment A$67m Firm: Gilbert + Tobin Lead lawyer: Charles Bogle Client: L. Janusz Hooker

►► Macquarie Media Group bookbuild A$294m Firm: Clayton Utz Lead lawyer: Michael Parshall Client: Macquarie Media Group Firm: Mallesons Stephen Jaques Lead lawyers: David Friedlander, Shannon Finch Client: Underwriters • Only second ever single bookbuild accelerated pro rata renounceable entitlement • Macquarie Capital Advisers and RBS Equity Capital Markets were underwriters • Mallesons also advised Macquarie Capital Group on internalisation and corporatisation of MMG

| M&A | ►► Rio Tinto – Alcan packaging unit divestment A$2.44bn Firm: Minter Ellison Lead lawyer: Russell Miller Client: Rio Tinto Firm: Frehfields Bruckhaus Deringer Client: Rio Tinto Firm: Allens Arthur Robinson Lead lawyers: Robert Pick, Cameron Price, Phillip Cornwell Client: Amcor

• Amcor agreed to acquire a number of Alcan packaging units • Amcor sought regulatory approval from many regulators for the transaction, including in Australia, Europe and the US • Alcan Packaging provides specialist packaging in the tobacco, pharmaceutical and food industries

| Capital Markets | ►► Sims Metal Management institutional placement A$400m Firm: Baker & McKenzie Lead lawyer: David Holland Client: Sims Metal Management Firm: Allens Arthur Robinson Client: Underwriters • UBS and ComSec fully underwrote the A$400m institutional placement • Transaction also involved a Share Purchase Plan with the target of raising A$75m • Sims Metal Management to pay down debt and pursue growth opportunities with funds

CORRECTIONS: In ALB 7.11 “Deals in brief” section, a photo on page 7 was wrongly captioned as portraying Marie McDonald of Blake Dawson. The photo was in fact of Suze Wilson, who had been interviewed for another Key Media publication. ALB regrets the error.

In ALB 7.11 in the ALB Practice Guide: Real Estate a photo referring to Stephen Jones from McCullough Robertson Lawyers was incorrect.

The correct photo of Stephen Jones appears here

Marie McDonald Blake Dawson

Stephen Jones McCullough Robertson Lawyers

9

NEWS | analysis >>

Analysis >>

An Arabian adventure New Zealand’s Kensington Swan is set to open its doors in Abu Dhabi – but where will the business come from?

A

side from the intrepid Duncan Cotterill, New Zealand firms have generally been reluctant to expand offshore, with a major obstacle being a perceived lack of scale. In both Asia and the Middle East, typical competitors are huge global firms from the US and UK firms. So New Zealand law firms would need to find a unique value proposition to distinguish themselves from their super-sized counterparts. Therefore, Kensington Swan’s decision to open an Abu Dhabi office comes as a surprise – and on more than one count.

Dubai is the usual destination of choice for international firms looking to penetrate the Gulf markets. But Kensington Swan, partly because of its strong government and public law practices, has opted for Abu Dhabi, the UAE’s seat of government. “The government sector is harder to access, but it’s certainly a vibrant sector and one where we felt we could add

level and pursuing the kinds of areas which haven’t been the mainstay of the large firms to date,” Lowcay said.

“If you take areas like structured finance or IPOs, firms like Allen & Overy are the absolute global experts in that area. But what we have found is that there is still a great need in the market for general contract and commercial advice, government and technology outsourcing. These are the areas that the large firms haven’t been able to concentrate on, mainly because they’ve been too busy doing the financing side.”

Another important distinguishing factor is cost. New Zealand, with its highly skilled workforce and comparatively low rates, has long had strong potential as an offshore destination for legal work. While that is not the model Kensington Swan intends to employ in Abu Dhabi, the point is still relevant. “We will have quite a few lawyers on the ground from

particular value,” said partner Quentin Lowcay, head of the new office.

day one and have a significant presence – but because our cost base is in New Zealand dollars, I think that gives an indication of the kind of cost savings possible over a US or a UK firm.”

However, Lowcay points out that this analysis only goes so far. “That cannot be the sole differentiating factor because there are already firms from countries such as India which

Targeted approach

Kensington Swan is not planning to challenge the might of the Magic Circle firms in the Gulf. “We’re going in with a different proposition from, for example, a large finance or project finance firm – at a much more targeted 10

offer the same advantage. Firms have to offer something more – such as specialisation and service,” he said.

Clients

Kensington Swan’s relationship with the UAE dates back to 2004, when one of the firm’s major clients relocated to Dubai. This move caused the firm to reflect critically on the potential of the UAE market and to build relationships in the area. The Abu Dhabi office will cater to three broad groups of clients – locally based companies, New Zealand and Australian companies looking to set up business in the Gulf region or looking to attract direct foreign investment out of the Gulf region, and the government sector.

Business will range from work in international transactions, commercial structures and reorganisations, procurement and governance, to legislative reform and strategic sourcing. However, one thing Kensington Swan will not be doing is acting in the UAE courts, as the firm’s licence doesn’t allow for this.

Big pond

Rival firm Russell McVeagh’s CEO Gary McDiarmid once said that a New Zealand firm looking to expand internationally would find itself “chiselling on the side”. That is a fair summary of the lukewarm approach of Kiwi firms to the subject of overseas offices. Yet if Kensington Swan can make the Abu Dhabi venture work, this may cause at least some local firms to have a change of heart.

The strategy the firm is taking into Abu Dhabi could equally apply in other markets such as Asia – and Lowcay is not ruling out further expansion. “It would need to be a consultative process – we wouldn’t rush into anything – but we’re open to options,” he said.

There is also a question of market positioning. The prospect of firms like Russell McVeagh and Simpson Grierson – accustomed to being the premium names in their home market – lining up patiently for the scraps left

by Clifford Chance or Freshfields in Asia or the Middle East may not be appealing. It would be a modest path to tread for firms used to dominating the market. Yet it might just be the key to long-term strategic growth. ALB Australasian Legal Business ISSUE 7.12

NEWS | analysis >>

Analysis >>

Exit strategy Private equity firms that have been forced to hold onto assets during the GFC are now asking lawyers to examine strategies to offload those assets. ALB looks at whether there will be a sudden rush for the exit

W

hen TPG and Blum Capital announced their intention to float Myer on the ASX, it marked the first major asset sale by a private equity firm since the global financial crisis started. Shortly afterwards, Goldman Sachs Private Equity and Quadrant Private Equity announced that they were going to dual-list the outdoor clothing retailer Kathmandu – on both the Australian and New Zealand stock exchanges.

This provided further evidence that PE firms have the option of exiting assets. But do these deals mean it is back to ‘business as usual’ for private equity firms, or are these exits the exception rather than the rule?

The answer is that exit opportunities exist – for the right assets. “There are some good exit opportunities emerging for private equity funds but that’s probably only for select assets,” said Allens Arthur Robinson partner Tom Story. “It’s certainly not across the board in terms of their portfolio.”

There are two ways that PE firms can exit their holdings, with different attributes prompting different exit strategies. “The first type of asset that is looking attractive in terms of exit opportunities right now is some www.legalbusinessonline.com

of your big brand-name assets with good growth prospects, like Myer and Kathmandu, which are very attractive for an IPO exit” Story said.

“The second type of asset would be those that have strategic value for corporates that can afford to fund acquisitions right now.” A recent example would be CHAMP Private Equity’s sale of United Malt Holdings (UMH) to Graincorp – a deal involving Baker & McKenzie, Gilbert + Tobin and Mallesons. Top-tier firms also worked on these IPOs, with Clayton Utz and Freehills acting on both deals, along with Sullivan & Cromwell on the Myer float and Chapman Tripp on Kathmandu deal (still to be completed).

Private equity firms will often go down the dual-track route – exploring ►► PRIVATE EQUITY FIRMS EYE EXITS Private equity firm(s)

Asset

Legal adviser relationships

TPG and Blum Capital

Myer

Freehills, Sullivan & Cromwell

Goldman Sachs Private Equity, Quadrant Private Equity

Kathmandu

Chapman Tripp, Clayton Utz

Archer Capital

Rebel Sport

Freehills

Pacific Equity Partners

Hoyts

Skadden

Pacific Equity Partners

Link Share Registry

Skadden

both a public listing and private sale to extract the maximum value for their asset. This option provides more work and more fees for law firms, but results in a win-win situation, because of the increased value gained for the private equity client.

“You’ll probably see in this market where it is a bit more volatile, [that] private equity firms will hedge their bets by going dual-track,” said Mallesons partner Lee Horan, who worked with CHAMP on the UMH sale. “There are some synergies … it is good in terms of there’s quite a bit of work to be done on the legal side of things but it is equally beneficial for the client.”

Timing is critical in offloading assets, with most private equity houses preferring to hold onto acquisitions for two to three years before selling.

The onset of the GFC prevented many assets that were being prepped for sale from reaching the market. This created somewhat of a backlog which could mean a flood of work for legal advisers. “There is a bit of a backlog of assets at the moment that were picked up in more buoyant times,” Story said.

“If conditions continue to improve next year, you could see a flood of assets hitting the market.”

Private equity firms are, in fact, walking a tightrope. While there is significant risk involved in being the first to market after the economic turmoil, there is also a need to not get stuck at the back of the queue. “For the entire period of the GFC most private equity houses put their exits on hold. Now that those debt markets are thawing, people are thinking of pulling forward their exits,” Mallesons’ Horan said. “I think it will be important to be at the front of the queue, so you might find that there will be some renewed interest over the next few months to get exits on track.”

There is also speculation that Sydney-based Pacific Equity Partners is looking to offload the Hoyts cinema chain and its Link Share Registry business, along with Archer Capital mulling an exit from retailer Rebel Sport. This further indicates that private equity houses are back in business and, while it seems far from ‘business as usual’, it is certainly good news for the law firms that can pick up their work. ALB 11

NEWS | news >>

news in brief >> Allens wins CSR award Allens Arthur Robinson has been recognised for its corporate social responsibility program at the Australian Human Resources Institute Awards, winning the Danah Zohar Award for CSR. The firm’s director of people and development, Susan Ferrier, said the award was a recognition of the firm’s belief in the importance of its corporate social responsibility role. “We are so privileged to have such gifted and motivated people who want to make a difference, not only in the law and in business but in the wider community,” Ferrier said. Among the firm’s core CSR initiatives are a ‘Reconciliation Action Plan’, an extensive pro-bono practice, support for charitable organisations, responsible environmental practices, the ‘Women at Allens’ program, and academic, sporting and cultural sponsorships.

The award’s judges said that Allens has taken seriously its responsibilities as a member of the business community to show leadership and to contribute to the public interest.

Aussie firm in UK win against Lehman Johnson Winter & Slattery, representing investors in 10 CDO Series issued under the A$2bn-plus Lehman sponsored Dante Notes Program, has secured a win for its clients against Lehman Special Financing (LBSF). A decision in July by the Chancellor of the English High Court, Sir Andrew Morritt, upheld investors’ rights to recover securities and cash funded by their investments, ahead of LBSF’s claims. LBSF appealed this ruling, which was dismissed last week.

The Court of Appeal held that LBSF’s claim to strike subordination provisions from product documents wasn’t sustainable, because there was no infringement of the “anti-deprivation principle” underlying English insolvency legislation. JWS partner Jim Hunwick said “this is a significant win for our clients who are determined to prevail against the aggressive steps Lehman entities in New York are taking to frustrate the orderly unwinding of CDOs”.

japan >>

Blake Dawson’s Tokyo office Indonesian deals

B

lake Dawson will become the first Australian firm in Japan when it opens an office in Tokyo early next year. The office will be headed by Melbourne-based Natsuko Ogawa, who has been promoted to Asia international partner. Ogawa will be joined by three other lawyers who are currently on secondments to clients in Japan.

The firm is focussing its Japan strategy on servicing energy & resources, corporate and infrastructure deals. “Japanese companies are becoming more comfortable operating overseas, which means if we want to have close connections with

clients, we need to be where they are,” said North Asia group head Ian Williams. He added that while the plan to open in Japan had been in the works for five years, the firm was only recently prompted to launch as more Japanese clients increase their investments in Australia and Indonesia.

“India, China and Japan are competing to secure energy supply, and Australia and Indonesia are key markets for energy and resources,” he said.

Williams estimates that 50% of the work in the firm’s Jakarta office is conducted for Japanese and Korean clients. Blakes will also advise investment firms and

industry >>

AXA tussle to boost workload for Mallesons law society president for nationalism The new president of the Law Society of Western Australia, former Francis Burt Chambers barrister Hylton Quail, has identified the proposed nationalisation of the legal profession as his numberone priority when he takes office next year.

The criminal barrister and former senior vice president of the Law Society has also pledged to improve access to justice by working to increase community legal centre funding and promoting probono work by lawyers. He believes younger members of the legal profession need to be prioritised.

12

W

hen the board of AXA Asia Pacific Holdings (APH) rejected a deal in which AMP Capital would acquire the Australian assets of the wealth management company, it signalled the start of what is expected to be a prolonged negotiation, benefiting two top-tier firms.

Mallesons Stephen Jaques is acting for APH and Clayton Utz is acting for AMP on the takeover proposal.

The lawyers working on the tie-up

are also expected to be kept busy by the complexity of the deal. Under the rejected proposal, AMP would acquire AXA SA’s 54% shareholding in AXA AP with shareholder approval and acquisition of the minority shares via a scheme of arrangement (SOA). Once that was authorised, AMP would then sell AXA AP’s Asian businesses to AXA SA. Clayton’s team is being led by M&A and corporate partners Rod Australasian Legal Business ISSUE 7.12

NEWS | news >>

to work on consumer product companies. “Japanese consumer product companies are heavily increasing their investments. They have good cash-flow and are very profitable but there aren’t many opportunities for either consolidation or expansion [locally] so when they look for opportunities, Australia … meets their investment criteria.”

A longer-term focus for the office will be on infrastructure deals. This is significant as one of the principle agendas for the Australia Japan Business Co-Operation Committee (of which Blakes partner Bob Seidler is a member) is to push for PPP deals in an upcoming meeting in Japan.

Williams said that a JV with a local firm is not part of his firm’s goal. “We have excellent relationships with the major Japanese firms and we think that Australian clients would want the very best Japanese legal advice – and that should be left to the leading Japanese firms,” he said.

The move comes as more Australasian law firms have pushed forward their international strategies recently. Deacons Australia secured its merger with Norton Rose mid-year, and New Zealand firm Kensington Swan will launch in Abu Dhabi next year. Through its merger with Norton Rose, Deacons will also have a presence in Japan, with a spokesperson telling ALB that the firm sees Japan as “an important future market.” ALB

and Claytons Halstead and Jonathan Algar, and is also working with AXA SA – which instigated the deal in order to gain full control of AXA AP’s Asian assets.

The Mallesons team is headed by Stephen Minns who is co-head of the firm’s M&A practice.

The APH board rejected an offer that valued its business at A$12.2bn so any subsequent bid will have to be significantly higher than that. ALB www.legalbusinessonline.com

uk report Economy up, training contracts still scant UK firms remain cautiously optimistic in regards to recruitment, and have revealed that while they will maintain their presence on campus, they will be cutting back slightly on the amount of law fairs they attend, and are looking at ways of making their law school visits more cost-effective.

Statements suggest that while law firms are more optimistic about the prospects of an economic recovery, would-be lawyers looking to secure training contracts for 2012-13 are likely to find it just as tough as did their peers who battled it out for graduate positions earlier this year.

DLA Piper sets up South American base DLA Piper has its sights set on South America, recently revealing that it will be launching an office in Brazil with a view to eventually expanding into the rest of Latin America. The firm joins fellow UK firms Gibson Dunn & Crutcher and Simpson Thacher& Bartlett in its initiative. It is expected to open the office in São Paulo as soon as regulatory approval is obtained from the Brazilian bar, the Ordem dos Advogados.

Regional expansion plans for DLA are being driven from its US offices. Chicago-based Stuart Berkson, Tampa-based Mel Martinez and New York-based Robert Gruendel are leading the way.

Lehman legal fees soar Figures in a report given to creditors by PwC recently revealed that legal advisors acting on the administration of Lehman Brothers in the UK have racked up US$112m in fees during the last year. Total fees include those paid to barristers and covers the amount billed between Lehman’s September 2008 collapse and 14 September 2009.

Linklaters – currently leading the advice for PwC administrators Tony Lomas and Steven Pearson – recently referred to the case as the “largest and most complicated bankruptcy in history”. The firm had up to 30 partners working on the Lehman administration in the aftermath of the collapse, although it is understood that the work has now levelled off. The 100-strong Linklaters team is being led by head of restructuring and insolvency Tony Bugg, alongside restructuring partner Richard Holden and banking partner David Ereira.

 ROUNDUP

• Simmons & Simmons recently announced that it has made corporate responsibility a core component of its 2009-12 business plan. Dubbed ‘Step Up’, the CR program will have community work to feature on timesheets, along with its own blog and a podcast on iTunes • Norton Rose has begun to reinstate some fee earners to full hours as market conditions improve. A flexibleworking scheme was put in place in March in a bid to avoid making job cuts but it is thought that a large number of staff (including overseas offices) have returned to full-time hours • Slaughter and May confirmed that its salary freeze will continue for the remainder of the financial year. All fee earners, associates and trainees will receive a bonus equating to 5% of salary in December, half of the 0% paid out last year. Support staff will not see any reduction to their bonus rates of 2.5% of salary • Clifford Chance has lost eight fee-earners from its capital markets practice to redundancy, following the firm’s decision to significantly scale back its global partnership by around 15%. According to certain reports, a number of voluntary redundancies have also been made in the real estate group.

• Pinsent Masons remains the law firm with the largest number of clients listed on London’s Alternative Investment Market (AIM). The recent junior market data shows that of the firms featuring in the top 20 rankings, only Pinsents, LG and Stephenson Harwood increased their client count. DLA Piper, Eversheds and Norton Rose all saw their AIM-listed client base shrink over the three-month period.

• Latham Watkins recently made up 23 associates to partner, including two in London, as well as promoting 13 associates to counsel. The promotions are to come into effect in January and are spread across a variety of offices including Munich, Hamburg, Frankfurt, Tokyo, US, Doha, Paris, Singapore and Shanghai. Seventeen of the new partners are either corporate or finance partners, while six of the 23 are women

13

NEWS | news >>

news in brief >> Tony Macvean named LIV managing partner of the year The Law Institute of Victoria (LIV) has selected Hall & Wilcox managing partner Tony Macvean as the winner of its 2009 ‘Managing Partner of the Year’ Award.

According to the firm, since Macvean joined in 2007 Hall & Wilcox has averaged 25% annual growth in revenue and experienced 15% total growth in staff and partnership numbers.

Macvean was humble in his acceptance of the award and attributed it to the work performed by many people at the firm. “The award is a reflection of the work of my fellow partners and a very capable management team,” he said.

Under Macvean’s stewardship, Hall & Wilcox won the ‘Melbourne Law Firm of the Year’ Award at 2009’s ALB Australasian Law Awards and was an ALB Top 30 law firm in 2008. The firm currently has 28 partners and 79 lawyers.

Slater & Gordon expands with two acquisitions Listed personal injury law firm Slater & Gordon is set to expand its footprint by acquiring two firms – Adams Leyland in NSW and Kenyons Lawyers in Melbourne. Slater & Gordon said the two acquisitions would add more than A$9m in fees to the firm’s revenue on a full-year basis.

Adams Leyland is a regional NSW firm with 28 staff, offices in Albury and Dubbo, and annual revenue of more than A$4m. Most of that is derived from its personal injuries practice, but the firm also operates family law and property practices.

The acquisition involves a combination of cash plus A$650,000 in Slater & Gordon shares. However, the agreement is subject to due diligence and unlikely to be completed before March 2010. Meanwhile, the Kenyons acquisition involves a combination of cash plus A$800,000 in Slater & Gordon shares.

Taskforce looks to close loophole on litigation A federal-state taskforce charged with reviewing the regulation of the legal industry is considering introducing new rules preventing law firms from avoiding the ban on contingency fees. Firms are not currently permitted to charge clients a percentage of any damages awarded, but this does not extend to the litigation funding industry.

According to a taskforce discussion paper, lawyers have been able to find ways around this ban.

“Generally, practitioners should not be able to avoid these prohibitions by taking a financial interest in a litigation funder or by their associate or relative taking an interest,” the paper said.

Industry concerns that the taskforce would implement a ‘one-size-fits-all’ regulation into the fees that law firms charge clients appear to be misplaced.

14

australia>>

DLA Phillips Fox looks to Middle East for new CEO

T

ony Holland will take the reins of DLA Phillips Fox from departing CEO Tony Crawford in February 2010.

As the global firm’s current regional head of finance for the Middle East and managing partner of the Dubai office, Holland brings with him a major asset – being his recent experience as a partner of Mallesons, according to DLA Phillips Fox Auckland partner Martin Wiseman. “He brings to the role leading law firm expertise, strong client and market experience, Tony Holland, DLA Piper a close relationship with our alliance firm DLA Piper and respected leadership and management skills to lead our firm in its next stage of growth and evolution,” Wiseman said.

He also alluded to DLA Piper’s strategy of growing its Asia-Pacific

presence. “We believe he is the right person to lead the firm as we seek to leverage the opportunities that exist for us, in particular in the Asia-Pacific region.” The appointment could also help smooth the transition to a full financial merger between DLA Phillips Fox and DLA Piper although no timeline has been set.

During Crawford’s reign, Phillips Fox took on the DLA name and the two firms created a strategic alliance although a spokesperson for DLA Phillips Fox said that nothing will happen “any time soon” but that the two were constantly “looking at ways in which we can work together more” given how important the current exclusive referral relationship is to their respective Asia-Pacific strategies.

London-based DLA Piper projects partner Alex Guy will be joining the firm’s new chief as an equity partner at DLA Phillips Fox’s Brisbane office.

Tax >>

Five firms appointed to tax advisory A ssistant Treasurer Senator Nick Sherry has appointed five law firms to the Tax Design Advisory Panel, which is mandated with delivering on the Rudd Government’s commitment to enhanced consultation with the business community in the development and design of new taxation laws.

Clayton Utz, Corrs Chambers

Westgarth, DLA Phillips Fox, Greenwoods & Freehills and Hall & Wilcox will all join the 13-member panel, that includes five accounting firms, two economic research and modelling houses and one legal academic and research organisation.

“This is a major enhancement to the design of tax policy, formalising industry consultation as a vital early

►► Tax Design Advisory Panel Organisation

Specialties

Access Economics

Economic research, modelling and qualitative analysis

ATAX – UNSW

Legal, academic and research

Centre for International Economics

Economic research, modelling and qualitative analysis

Clayton Utz

Legal practice

Corrs Chambers Westgarth

Legal practice

Deloitte Touché Tohmatsu

Accounting practice

DLA Phillips Fox

Legal practice

Ernst & Young

Accounting practice

Greenwoods & Freehills

Legal practice

Hall & Wilcox

Legal practice

KPMG

Accounting practice

Pitcher Partners

Accounting practice

PricewaterhouseCoopers

Accounting practice Australasian Legal Business ISSUE 7.12

NEWS | news >>

►► DLA Phillips Fox in Australasia Partners 159

Offices 8

Lawyers 576

Revenue A$218m

Office locations (number of partners) Adelaide (7), Auckland (13), Brisbane (22), Canberra (11), (11), Melbourne (41), Perth (10), Sydney (42), Wellington (13)

Guy has been working with DLA Phillips Fox and the New Zealand government on a new public-privateproject framework over the past 12 months. Australia is similarly looking at PPP structures and Guy said there is plenty of opportunity for infrastructure practices.

“Australia has the feel in terms of PPP that the UK had eight or nine years ago and is about to take off,” he said. “I’ll be helping to develop their finance and projects expertise generally and raise the firm’s profile in the project finance market.” ALB

panel ingredient in the tax design process,” Sherry said. “With the Panel now in place, important tax legislation will be developed by teams involving Treasury, the Senator Nick Australian Tax Office Sherry, and the private sector, as Assistant Treasurer represented by the panel members.”

The Tax Design Advisory Panel will be engaged by Treasury through a case-by-case process in which the whole panel, or a subset of the panel, is approached for a particular task. Panel members will nominate personnel they believe are best suited for the task and Treasury will select one or more experts. Where a known expert on a particular topic is available through one panel member, the Treasury can approach just that organisation.

Member organisations that make up the advisory panel were selected by public tender. ALB www.legalbusinessonline.com

us report Shearman & Sterling set up in Milan Shearman & Sterling is gearing up to open an office office Milan, following the relocation of two of its Rome partners to the city.

The firm’s second office in Italy is a bid to expand the US firm’s Italian practice and will be led by partners Tobia Croff and Fabio Fauceglia, who bring with them a team of four associates.

Morrison & Foerster lower California pay packets Morrison & Foerster recently revealed that firstyear associates in the Big Apple and Asia will be paid more than those based in its California offices. The firm is one of the first in the US to publicly state the disparity, with MoFo Chairman Keith Wetmore citing ‘differences’ between the California and New York markets as one of the factors in the decision.

Associates in California and New York have typically made $160,000 at the top firms, while those in other markets could expect to make less, but MoFo will now pay incoming associates $145,000 in offices outside of New York and Asia.

Reed Smith dumps lockstep system Reed Smith recently made a move to overhaul its lockstep system in favour of a new three-tier pay structure for associates.

The firm is the latest in a string of global law firms to discard lockstep in favour of a new focus

on associate training. The new scheme will divide associates into three tiers: junior, mid-level and senior. Associates across the firm’s entire network will now be required to meet a set of competencies in order to advance, with courses set out to help those in the process. Partners at the firm will also act as career advisers to associates.

The program also covers four main areas – legal skills, citizenship, business skills and clients – and nine core competencies including mastering fundamental legal skills, support of the firm’s culture, demonstration of leadership and business skills, and understanding and effectively managing client needs.

Cravath cuts associate bonuses Cravath Swaine & Moore recently became the first major US practice to reveal drastic cutbacks on associate bonuses for junior lawyers. Reports state that second-year associates will now receive a US$7,500 bonus (down from US$17,500 last year), while senior associates will earn US$30,000 – on par with 2008 levels. First-year associates however, who earn US$160,000 a year, will not receive any bonus.

Although the firm did not announce any layoffs this year, it faced overstaffing and offered incoming associates US$80,000 in June to voluntarily delay their start dates by one year. Gross revenue has also dropped 13% to US$532.5m along with profits per partner, which was reportedly down 24% to US$2.5m.

ROUNDUP

• White & Case recently relocated a London structured products and capital markets partner to Johannesburg as part of the firm’s new focus on Africa. Josh Parbhu is the first partner to move to Africa as the US firm plans to expand its practice in Johannesburg, to take advantage of an increasing number of project finance and capital markets opportunities in the region • James Maiwurm has been elected as the new chairman of Squire Sanders & Dempsey. Maiwurm has been the top 60 US firm’s global managing partner since 2003, and takes over from Thomas Stanton who has held the post for 20 years • Baker & McKenzie London partner Beatriz Pessoa de Araujo was recently elected to the firm’s international executive committee. Araujo, who has been with the firm since 1985, has served on the London management team for the past five years. Her place in the committee will be filled by disputes partner Tom Cassels • Milwaukee-based Foley & Lardner has cut 39 lawyers in layoffs across its 21 offices, with Chairman RalfReinhard Boer citing decreased demand from clients for legal services as the reason for the redundancies • Wilmer Cutler Pickering Hale and Dorr have laid off 57 staff over four different offices. The biggest cuts were made in Washington DC and Boston, reportedly in response to ‘a changed business landscape’

15

NEWS | news >>

news in brief >> Synlait Milk abandons IPO Synlait Milk engaged Minter Ellison Rudd Watts to advise on its initial public offering as it had planned to follow in Kathmandu’s footsteps and list on the NZX. However, in a statement to the New Zealand stock exchange, the company said a “lack of investor support” meant it would abandon the plans for a public listing. “Synlait received strong support for the IPO from local institutional investors and the lead manager but the overall level of support was insufficient to proceed at this time,” it said.

Minter Ellison Rudd Watts had been conducting parallel negotiations on alternative proposals centred on private capital placements, which the company said it would consider. It also said it would continue to consider a future IPO and is committed to its plans to raise up to NZ$150m.

Industry >>

Firms currently employing too many support staff W hile the GFC has forced a third of practice managers to streamline their processes, a worrying discrepancy between the current and optimal levels of leverage across the sector has opened up, according to a recent industry survey.

The survey of 175 practice managers completed by LexisNexis and The Australian Legal Practice Management Association (ALPMA) revealed a significant gap between law firms’ ideal levels of support staff and those they are actually employing.

The findings showed that more than 40% of practice managers both believe their current leverage ratio was 1.5 support staff or more per lawyer and that the ideal ratio was one member of ►► Key points:

• Practice managers say one support staff to two or more lawyers ideal • More than 40% say current level is 1.5 support staff or more per lawyer • Maximising efficiency most pressing challenge for most managers

new zealand>>

New Zealand firm fights against reporting overhaul Piper Alderman partner elected to LIV Council Piper Alderman corporate partner John O’Callaghan has been elected to the Law Institute of Victoria Council to a three year term. O’Callaghan, who originally joined the council in May in order to fill a casual vacancy, says that one of the key challenges will be the push towards a national set of standards for the legal industry.

It is important to have the entire Australian legal industry singing from the same hymn sheet, he said, although it is unclear which state’s approach will win out as best practice.

“What we all agree is that it’s not best practice to have six different systems,” O’Callaghan said.

The Council is the peak policy making forum for LIV, shapes the direction of the organisation and promotes respect for the law and the legal profession.

Law Council opposes blanket ban on advertising The Law Council of Australia has said that it is opposed to any blanket ban on advertising by personal injury lawyers. As the Standing Committee of Attorneys-General (SCAG) is asking the National Legal Profession Reform Taskforce to consider the content and manner of advertising for personal injury legal services, the Law Council said that careful regulation of advertising by lawyers is the most appropriate way to deal with this issue.

Advertising restrictions on personal injury lawyers were imposed in NSW and Queensland to reduce personal injury claims following the so-called insurance crisis in 2002.

16

C

hapman Tripp has urged the New Zealand government not to proceed with a Ministry of Economic Development (MED) proposal which would require large privately-owned companies to file public accounts, regardless of whether they sell securities to the public.

“They made cutting-room floors for ideas like this,” said Chapman Tripp Partner, Pip England. The recommendation, which could also apply to partnerships, is contained in the Financial Reporting Review discussion document released by the department last month.

“We were just as strongly opposed in 2005, although there was no intention at that time to extend the requirement beyond companies” Pip England, Chapman Tripp The proposal is a result of the GFC, with the MED saying there is “a broad societal interest” in the financial health of large entities because, were they to collapse, the reverberations would be felt across the wider economy.

Largeness is defined as having any two of three criteria: total assets of at

least NZ$10m; consolidated annual revenues of at least NZ$20m; and/or at least 50 full-time equivalent employees.

“To require an entity which does not seek to raise money from the general public to make its financial reports publicly available is an unwarranted intrusion of privacy and commercial confidentiality, and will impose unnecessary compliance costs and will create a disincentive to invest in New Zealand,” England said.

“This was the clear message from clients when the MED ran a similar idea up the flagpole in 2005.” Englan acknowledged that Chapman Tripp could be caught by the proposed change if extended to partnerships. “But that is not our motivation,” he said.

“We were just as strongly opposed in 2005 although there was no policy intention at that time to extend the requirement beyond companies.” He said that the department is proposing that New Zealand follow Australia’s lead and implement a ‘grandfathering provision’ to exempt entities already in existence when new regime comes into effect. “That will provide some comfort to those who qualify for the exemption but it does not even begin to address the principled question of whether the proposal has any intrinsic merit which, in our view, it does not,” he said. ALB Australasian Legal Business ISSUE 7.12

NEWS | news >>

Legal Traveller >> support staff for two or more lawyers.

This significant difference is having an adverse impact on the bottom line of legal businesses. The survey highlighted the need for comprehensive practice management solutions to reduce complexity and improve efficiency across the legal industry, although it also showed that practice managers do not see cost reduction as a current business priority.

Respondents instead preferred to concentrate on improving the efficiency and performance of their processes.

According to the results, only 10% ranked ‘driving down costs’ as a pressing challenge, as opposed to 30% citing maximising efficiency as the top

priority. A further 20% of respondents concentrated on performance improvement.“With clients demanding efficiency and better performance, we can expect to see a transformation in the way that the legal world operates.

It is often said that when one door closes another one opens, and this is never truer of a law firm [than] in an economic downturn,” said TJ Viljoen, CEO of LexisNexis Pacific.

“However, the disparity between the optimal numbers of support staff and lawyers working together in law firms and the true figures is a concern that we must take very seriously. Practice management is an essential part of each and every law firm,” he added. ALB

Craig Rogers, Mallesons Stephen Jaques senior associate, banking & finance, London

EQUITY MARKET >>

Big fees for IPO

Favourite city to visit on business: Definitely New York. Great atmosphere, fantastic hotels and restaurants, and usually coupled with interesting work. My favourite areas are Soho and the Upper West Side. After New York, my other favourite business location would have to be Beijing.

Best restaurant for business lunch: For a relaxed setting, one of my favourites is the Top Floor Restaurant next to Smithfield in London. It has great food, a great atmosphere, and isn’t too formal Worst business travel experience: My most challenging experience was being in Harare in Zimbabwe, because of the state of affairs there.

I was there for just a couple of days, negotiating a power sale from Mozambique to Zimbabwe but even so, it was tough

T

he initial public offering on the ASX and NZX of outdoor clothing retailer Kathmandu promises to provide a bumper payday for the law firms advising on the deal. According to the offer document, issue costs are estimated around A$15m – but that could easily increase depending on the final settlement price.

Kathmandu’s Australian legal advisers, Clayton Utz, and its New Zealand advisers, Chapman Tripp,

are in line to receive A$440,000 and A$285,000 (NZ$350,000) respectively.

Freehills is advising the joint lead managers Macquarie Group and Goldman Sachs JBWere, who are expected to share a fee of around 3.25% of the total raised from the listing. ALB was unable to ascertain what proportion of those fees – a sizeable A$12.9m at the midpoint – would make its way into the Freehills’ bank account. ALB

►► major exits Private equity firm(s)

Asset

Legal adviser

TPG and Blum Capital

Myer (completed)

Freehills

Goldman Sachs Private Equity and Quadrant Private Equity

Kathmandu (completed)

Sullivan & Cromwell

Archer Capital

Rebel Sport

Chapman Tripp

Pacific Equity Partners

Hoyts

Clayton Utz

N/A

Link Share Registry

Skadden

www.legalbusinessonline.com

Least favourite destination: I would say Johannesburg, only because I felt very confined in everything I did, due to the general security concerns Most exotic leisure destination ever visited: I have to choose two. Brazil is one – amazing beaches and fun people. Moscow also feels exotic to me because it’s a bit dangerous, but at the same time, lots of fun!

Most dangerous travel experience: Maputo, the capital of Mozambique. A client asked me to drive to the restaurant where we were having dinner, assuring me that international drivers’ licenses were fine. However, we didn’t realise that Australian licenses weren’t actually acceptable in Mozambique. I was pulled over and asked to step out of the car by a police officer carrying a large weapon, like a Russian military rifle. It was confronting

17

NEWS | news >>

news in brief >> WA firm told to repay fees Hammond Legal has been ordered to alert its clients that they have the right to reclaim fees paid, as the new firm had failed to notify the Western Australian practice board when it was incorporated. The administration error could cost John Hammond’s firm more than A$200,000 in lost fees.

The Perth lawyer left his previous firm Hammond Worthington in April 2009 and incorporated a new practice as Hammond Legal, but a secretary who had taken time off sick had failed to file the appropriate papers with the state’s Legal Practice Board. Under Western Australia’s Legal Profession Act, it is illegal for a new firm to set up without notifying the board. The completed incorporation form was not discovered by the firm until it moved offices in June, when Hammond notified the error. In an unprecedented move, the board then ordered him to tell clients they had a right to ask for their fees back.

Fair Work Act creates more legal work The Rudd Government’s Fair Work Act 2009 has increased the workload of employment lawyers since its proclamation on 1 July, according to a leading industrial relations lawyer. The new law has empowered the government body Fair Work Australia to oversee enterprise bargaining like a case manager.

This has meant increased work for law firms to ensure their clients are bargaining in good faith.

Deacons partner David Cross, who will be covering the topic at the upcoming ALB Masterclass on employment law, said that in addition to advising clients to ensure they bargain in good faith, lawyers are being called on to represent their clients at the hearings before Fair Work Australia.

Prior to the law being enacted, a party was under no obligation to collectively bargain – the Australian Industrial Relations Commission only really stepped in to act in severe cases. With Fair Work Australia taking a far more hands-on approach, industrial relations practices can expect to be kept busy.

Clayton’s partner in Hall of Fame Clayton Utz real estate partner Alfonso del Rio has been inducted into the Real Estate Institute of ACT’s Hall of Fame, at the Institute’s annual Awards for Excellence held in Canberra.

He has been named ‘Solicitor of the Year’ at the Awards five times in the last eight years – in 200 he was also honoured with the President’s award for outstanding leadership and contribution to the real estate industry. --del Rio said he was honoured that the REI had chosen to induct him into its Hall of Fame.

18

queensland>>

Cooper Grace Ward acquires stronger presence in Queensland Q ueensland law firm Cooper Grace Ward has reached an agreement to incorporate the firm Bain Gasteen, in a move that the firm’s managing partner Chris Ward said will catapult the business to the top of the state’s commercial legal practices.

“With a team of more than 160 people, Cooper Grace Ward was already one of the largest players in the marketplace,” said the managing partner, “but this move will see us positioned at the forefront of Queensland commercial law firms.”

The acquisition will take effect from 1 December, when the firm will trade as Cooper Grace Ward Lawyers (incorporating Bain Gasteen). The last part of the name will be dropped from February 2010 and the firm will simply be called Cooper Grace Ward Lawyers.

Bain Gasteen currently has four partners and 12 lawyers in its sole Brisbane office. The firm has more than two decades of experience

►► Recent mid-tier mergers

Firms: Middletons, Salter Power, Franklyn Legal New name: Middletons State: Western Australia Date: December 2008 Firms: Cridlands, Morgan Buckley New name: Cridlands MB State: Northern Territory Date: August 2008 Firms: Thomson Playford, Cutler Hughes & Harris New name: Thomson Playford Cutlers State: NSW Date: August 2008 Firms: Thynne & Macartney, Biggs & Biggs New name: Thomson Playford Cutlers State: NSW Date: August 2008 Firms: Thynne & Macartney, Biggs & Biggs New name: Thynne & Macartney State: Queensland Date: August 2008

servicing Queensland’s corporate and business community.

Their clients include some of Australia’s largest financial and insurance institutions. ALB

Rev Head: Angela Leech’s artwork ’47 Mack’ is displayed at this year’s launch of the Yering Station Sculpture

Exhibition & Awards, which is sponsored by Arnold Bloch Leibler. The collaborative event between the Yarra Valley Arts Council & Yering Station, now in its ninth year, aims to promote contemporary Australian sculpture. The law firm’s Melbourne office will display works by some of the finalists throughout October and November.

Australasian Legal Business ISSUE 7.12

NEWS | news >>

www.legalbusinessonline.com

19

Firm Profile NEWS | news >>

Buddle Findlay

NZ COMMENTARY

Telecommunications Regulatory Update

T

he last six months have seen some significant changes in the regulation of telecommunications in New Zealand.

The most significant, which could have a profound effect of the structure of the telecommunications market, and on the telecommunications services we all use, is the government’s ultra-fast broadband plan.

Government to kick-start building new networks In June, the government announced the rules for its NZ$1.5b broadband investment to be made over five years in up to 33 centres throughout New Zealand. This investment will be in partnership with local investors, for example, from the private sector, local government or other kinds of organisations.

In October, the government issued its invitation to tenderers to participate (ITP).

The ITP documents include a reasonably innovative approach to risk-sharing.

Normally a network operator would have to invest in a new network speculatively, that is by making very large upfront investments without yet having enough customers to cover its costs.

The ITP, however, indicates that the government intends to take the largest part of the upfront risk of funding new local fibre networks. The government’s objective is to kick-start the building of these new networks.

The government’s funding will be capped at the figure the partner proposes as sufficient to establish the relevant fibre network. Obviously, proposals requiring less government funding than others will be viewed more favourably. The partner will be responsible for any budget over-run. The partner is also responsible for funding the cost of connecting each customer to the new fibre network.

Apparently 38 groups have expressed initial interest in the ITP, including several significant international players and a strong selection of local companies. As at the date this article was written, the government had not identified who these groups are.

The next step in the process is the submission of full proposals by 29 January 2010.

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Restrictions on local partners Probably of most importance is that the government has stuck by its initial intention to limit retail co-investment. There are significant restrictions where the local partner owns or controls a business that provides telecommunication services. The local partner will not be able to appoint a minority of the board of the local fibre company, and the board chairperson must be independent, even if the partner provides more than half the capital.

As the ITP is drafted, it might be possible to submit a response to the ITP with an alternative proposal that does not include this restriction but this is not clear.

These restrictions provide a potentially significant barrier to the major telcos.

Companies like Telecom, TelstraClear and Vodafone are most unlikely to divest their retail business, so will have to decide whether to invest in local fibre companies despite not getting majority control.

On the other hand, if they do not invest, they face a significant risk of bypass or overbuild of their existing networks.

One option would be to joint venture with other local partners, who do not have retail businesses, and make a minority investment.

Whether or not the major telcos are involved, the restriction on retail coinvestment and the proposals around risk sharing seems to provide a real opportunity for new providers to enter the broadband and telecommunications services market.

Some of the electricity lines companies have responded enthusiastically in public, as have the existing fibre providers such as CityLink in Wellington and Enable Networks in Christchurch.

The emergence of the other operators, as major network providers, would represent a very significant change from the current telecommunications market structure.

Other regulatory developments Other recent regulatory developments include: • Ministry of Economic Development (MED) is reviewing the Local Service Telecommunications Service Obligations (TSO). The TSO requires Telecom to maintain local residential calling services with the same coverage, and effectively

at the same price, as in 2001. The costs of providing this service are shared proportionately across the industry.

MED seems to consider that Telecom is overcompensated under the current TSO charge arrangements. It is proposing a new TSO charge methodology that would be applied by the Commerce Commission.

Submissions closed on 30 October, so more progress on this issue can be expected soon • MED recently released a proposal on the government’s rural broadband initiative for comment (the comment period closed on 30 October). The plan initially focuses on rolling out ultra-fast broadband to rural schools, followed by other progressive network improvements. The initiative will be funded through a mixture of direct government funding and a new levy, to be introduced as part of the TSO reforms • Finally, MED has released a discussion document on measures to facilitate the deployment of broadband infrastructure.

Measures considered include access to support structures, access to land and Resource Management Act controls. MED is currently seeking feedback. The closing date for submissions on the document has been extended to 27 November 2009.

This article was written by Nick Crang, a partner in the Welington office of Buddle Findlay, one of New Zealand’s leading law firms.

Nick is a member of Buddle Findlay’s public law and commercial teams and advises corporates, Crown entities, statutory boards, producer boards and government departments on legislative change, public law obligations and commercial law. He specialises in the telecommunications and broadcasting sectors with a focus on competition and regulatory issues.

Nick Crang, Buddle Findlay

Nick can be contacted by phone: +64 4 462 0863 or email: nick.crang@buddlefindlay.com

Australasian Legal Business ISSUE 7.12

NEWS | news >>

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IT report

e.law acquire CCH Workflow

In probably the largest shakeup of the litigation support area in recent years, e.law have acquired Wolter Kluwer’s business CCH Workflow.

The move entrenches e.law as Australia’s largest litigation and e-discovery provider and validates the business strategies that have seen e.law’s founders Alison Stanfield and Bruce Grant grow the business from a two person shop in 1999 to a business with 50 fulltime staff.

WinScribe upgrade for new devices

Dictation company WinScribe have just announced an update to their eponymous software to enable a number of new devices. Added to the list of supported products is Philips SpeechMike Air that uses an encrypted Bluetooth connection to allow wireless dictation within 10 metres of a PC and Blackberry’s new Tour and (not so new) Storm.

Gartner release the 2009 ECM “Magic Quadrant”

Consulting company Gartner have just released their latest “Magic Quadrant” for enterprise content management (ECM), an analysis of leading players in the document and content management space.

As far as the document management products relevant to law firms are concerned it’s still a threehorse race between OpenText (DM5), Autonomy (iManage) and Microsoft (Sharepoint). Gartner’s views on each product are no great surprise and generally mirror the comments that were made in their previous analysis.

OpenText are viewed as mature and functional but are criticized for failing to consolidate their disparate offerings and for negative feedback on their overall customer experience. Autonomy fair better, but are encouraged to move beyond their traditional markets.

If they pursue this course it may see development focus move away from legal towards more transactional document management environments.

Finally, Microsoft’s Sharepoint is considered to be an effective content management system but to be still lacking in enterprise scalability and management tools. Garter’s opinion is that Sharepoint still needs to be deployed as a front end or adjunct to more mature document management systems.

DocsCorp upgrades for iManage 8.5

DocsCorp, makers of PDF creation and comparison products pdfDocs compareDocs and pdfDocs Desktop have also announced an upgrade to their products.

Both the compare and creation software now natively

www.legalbusinessonline.com

hook into Autonomy iManage 8.5 allowing easy PDF creation, editing, annotation, redaction, file splitting, bates numbering and stamping, document comparison and bundling of documents stored within iManage.

OpenText bring fax to Exchange 2010 For all those still reliant on fax to conduct day to day business (an every decreasing group), OpenText have just released a product to bring faxing to Microsoft’s new Exchange Server 2010. The new product allows lawyers to send, receive and view faxes through Outlook the same as emails and allows faxing from and to mobile devices.

BigHand bring server side speech recognition

Digital dictation company BigHand have just released an interesting addition to their product, adding voice recognition abilities to the server.

While many companies have played with speech recognition on the desktop, most have given up due to the large processing power required and the time required for lawyers to “train” the software to understand their particular speech patterns.

The BigHand product gets around these issues by using Dragon NaturallySpeaking to transcribe the files on the server. Lawyers still dictate as normal, but rather than sending voice files to a WP pool or secretary the typist is instead presented with a completed file and simply has to re-format if necessary and correct any errors in speech recognition.

Once any corrections have been made, the finished file is re-loaded by the server and compared with the original. Any corrections are then loaded back into the speech recognition system providing a greater degree of accuracy for future dictation.

Chris McLean is a specialist in legal technology having worked for numerous law firms both as a lawyer and support services director.

You can find his website here: www.auslegal.com Contact him on: chris.mclean@auslegal.com

news in brief >> president targets nationalisation The new president of the Law Society of Western Australia, former Francis Burt Chambers barrister Hylton Quail, has identified the proposed nationalisation of the legal profession as his numberone priority when he takes office next year.

The former criminal barrister has also pledged to improve access to justice by working to increase community legal centre funding and promoting pro bono work by all lawyers. Quail also believes the needs of younger members of the legal profession need to be prioritised. Previously, he held the roles of vice president and senior vice president of the Law Society, as well as being the convenor of the Criminal Law Committee for several years. He is also deputy convenor of the Human Rights Committee.

Foreign bidders dominate Aussie M&A’s Foreign investors have dominated the Australian M&A sector this year, being involved in all seven of the billion-dollar-plus public takeovers and schemes of arrangement (SOAs) seen over the last financial year.

According to a Freehills report, the resources sector was most active, accounting for four of the top seven transactions. The biggest public M&A deals involved overseas investors from China, Japan, the US, Canada and the UK. Australian companies raised a record A$90bn in FY09 but have been hesitant to pursue large takeover deals, with cashed-up investors from overseas making the most of the opportunities to purchase quality assets cheaply.

The Freehills report found that almost half of the offers were cash-based, or included a cash alternative, despite the scarcity of available credit.

Law Council opposes advertising ban The Law Council of Australia has said that it is opposed to any blanket ban on advertising by personal injury lawyers. As the Standing Committee of Attorneys-General (SCAG) is asking the National Legal Profession Reform Taskforce to consider the content and manner of advertising for personal injury legal services, the Law Council said that careful regulation of advertising by lawyers is the most appropriate way to deal with this issue.

Advertising restrictions on personal injury lawyers were imposed in NSW and Queensland to reduce personal injury claims, following the so-called ‘insurance crisis’ in 2002.

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NEWS | appointments >>

appointments ►► Lateral hires Name

Practice areas

Organisation coming from

Organisation going to

Sarah Aitken

Property

Mallesons Stephen Jaques

Thomson Playford Cutlers

Mark van Brakel

Litigation

Clayton Utz

Corrs Chambers Westgarth

Andrew Bristow

Corporate

Holman Webb

Macpherson + Kelley

Alice Calderwood

Property

Hutchinson Macafee

DLA Phillips Fox

David Fabian

Infrastructure

Minter Ellison

Lander & Rogers

Andrew Horne

Litigation

Clifford Chance

Minter Ellison Rudd Watts

John Hutchinson

Property

Hutchinson Macafee

DLA Phillips Fox

Tony Macafee

Property

Hutchinson Macafee

DLA Phillips Fox

Neil Napper

IR

PwC

Lander & Rogers

Barry Sherriff

OH&S

Freehills

Deacons

Lesley Woodmore

Insurance

Wotton + Kearney

Curwoods

Clayton Utz

Corrs Chambers Westgarth

WA litigator defects to Corrs Mark van Brakel has left Clayton Utz to join Corrs as a partner in its Litigation Group in Perth. Mark’s recent experience includes acting for Fortescue Metals Group in a variety of Superior Court litigation matters – including the ASIC civil penalty proceedings relating to the company’s continuous disclosure obligation; acting for a US company in a major dispute over a long-term mineral supply contract; and acting over a proposed change in control of a joint venture participant.

Prior to joining Clayton Utz and Corrs, he worked with the Crown Solicitor’s Office/Office of Public Prosecutions. Van Brakel is also a member of the executive group of the federal litigation section of the Law Council of Australia, and has been involved in making submissions as part of a specialist committee, on possible legislative reforms in client legal privilege.

Freehills

Deacons

Deacons ropes in OHS partner Deacons Australia has recruited Freehills partner Barry Sherriff to join its national occupational health and safety practice in Melbourne. The appointment signals Deacons’ intent to continue to build a significant presence in this area.

Barry Sherriff Sherriff was one of three experts appointed by the federal government and tasked with developing a model for harmonised national workplace safety laws.

Legal differences between Australia’s nine OH&S jurisdictions have been cited as a key pain point for businesses, and harmonisation was a key election commitment by the Rudd Government.

Chief executive partner of Deacons, Don Boyd,

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said the firm also plans to use its upcoming merger with Norton Rose to build up its OH&S practice. “The timing is not co-incidental,” he said. “The merger offers a fantastic opportunity to grow our OH&S practice, particularly in Asia.”

Minter Ellison/PWC

Landers & Rogers

Lander & Rogers lands Sydney heavyweights Lander & Rogers has appointed two new senior partners to its Sydney office in October, as part of the strategy to continue growing the firm’s presence and resources nationally. Minter Ellison’s former David Fabian head of construction, engineering & infrastructure, David Fabian, has joined, along with Neil Napper, who is the former head of PwC’s employment & industrial relations group.

Fabian will be responsible for growing a national projects, construction & infrastructure practice, bringing with him an extensive body of experience in these industries – as well as expertise in negotiating and managing major projects, project administration and dispute management. Napper will join Lander & Rogers’ workplace relations & safety group, bringing along expertise in workplace restructures, dispute resolution, enterprise bargaining, employment litigation, occupational health & safety, discrimination and equal opportunity law.

Hutchinson Macafee

DLA Phillips Fox

DLA Phillips Fox hires REITs specialists DLA Phillips Fox has acquired Hutchinson Macafee, a boutique commercial law firm focused on the property funds management sector. Corporate practice group leader David Morris said that DLA Phillips Fox had been

looking to strengthen its service offering in the Australian property funds management space for some time. The acquisition will add two partners and a special counsel to its Melbourne office.

John Hutchinson and Tony Macafee joined the firm’s Tony Macafee partnership on Monday, just five months after establishing their own boutique operation. Hutchinson was previously a corporate partner at Freehills and general counsel of Centro Properties Group, while Macafee has previously been general counsel, funds management of Becton Property Group. Alice Calderwood will also be joining the firm as special counsel.

Despite the collapse of the real estate investment trusts (REIT) market during the downturn, the two new partners believe it is set for a rebound. “For many in the market the last two years has been a battle simply for survival,” Hutchinson said. “I wouldn’t necessarily say the cycle is turning but there will be an increase in transactional activity.”

Clifford Chance

Minter Ellison Rudd Watts

Horne returns to Minter Ellison Rudd Watts Minter Ellison Rudd Watts has reunited with commercial litigation and dispute resolution specialist Andrew Horne, after he returned to New Zealand from a stint in the UK as a partner at Clifford Chance.

Horne returns to the firm after nine years in London, where he became a partner of Clifford Chance in 2006.

He joins Minter’s dispute resolution team in Auckland as a partner, once the requirements of the Law Society of New Zealand are met.

“We are fortunate to have attracted someone of Andrew’s calibre back to the firm at a time when world-class litigators are in high demand,” said managing partner Mark Weenink.

Mallesons

Thomson Playford Cutlers

Mallesons PM moves to Thomsons Thomson Playford Cutlers has continued to build up its property practice with the appointment of special counsel Sarah Aitken to its Sydney office.

Aitken is joining the firm after working at Mallesons Stephen Jaques as the practice manager for the commercial leasing group. While at Mallesons, she was involved in retail, commercial and industrial leasing, acting for corporate and institutional clients – both as landlord and tenant.

Thomson’s is also pursuing strong growth in its national corporate real estate and leasing practice, recently adding senior property lawyer Julian Peters to work as a consultant to the group.

Sarah Aitken

Australasian Legal Business ISSUE 7.12

NEWS | appointments >>

www.legalbusinessonline.com

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FEATURE | fast 10 >>

ALB FAST

Hall & Wilcox Curwoods Lawyers Herbert Geer

Wotton + Kearney Thomson Playford Cutlers

Henry Davis York

M+K Lawyers

Hall & Wilcox

Mills Oakley Slater & Gordon Thomson

Curwoods Lawyers

Hall & Wilcox M+K Lawyers

M+K Lawyers

Herbert Geer

Mills Oakley

Integrated Legal Holdings Slater & Gordon

Playford Cutlers Mills Oakley M+K Lawyers Hall & Wilcox Curwoods Lawyers

Herbert Geer

Henry Davis York Herbert GeerHall & Wilcox

Curwoods Lawyers

Wotton + Kearney Mills Oakley

Mills Oakley

M+K Lawyers

Mills Oakley Slater & Gordon

Hall & Wilcox

M+K Lawyers

Integrated Legal Holdings Thomson Playford Cutlers Mills Oakley Slater & Gordon Hall & Wilcox M+K Lawyers

Wotton + Kearney

Henry Davis York

Slater & Gordon

Mills Oakley

Hall & Wilcox

Henry Davis York

Herbert Geer

Wotton + Kearney Henry Davis York M+K Lawyers Herbert Geer Mills Oakley Hall & Wilcox Curwoods Lawyers M+K Lawyers HerbertCutlers Geer Thomson Playford Herbert Geer

The economic woes of the past 18 months have been well documented, but some law firms still managed to record exceptional growth in FY2009. ALB’s annual Fast 10 returns to acknowledge the fastest-growing firms of the year ►► Methodology The Fast 10 list is based on a survey sent to over 100 firms in Australia and New Zealand. Only firms which completed the survey were considered for inclusion in the Fast 10.

The primary criterion for inclusion was percentage revenue growth for the 2009 financial year and to a lesser degree growth in fee earners. Figures were supplied by the firms themselves and only firms with at least ten lawyers were eligible for consideration. All growth figures and percentages have been rounded to the nearest whole number.

T

his year’s Fast 10 reflects an industry in transition – mergers, listed firms and the GFC have all made their impact on the composition of the 2009 list. This also promises to be one of the most controversial Fast 10 features ever published. What constitutes “growth”?

What constitutes a “law firm”? As will become clear, industry change is posing new questions and there is no consensus yet on the correct answers.

Organic growth or merger growth? ►► Last year’s Fast 10 1. Thynne & Macartney 2. Hall & Wilcox 3. Mills Oakley 4. HopgoodGanim 5. Maddocks

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6. Duncan Cotterill 7. Herbert Geer 8. Baker & McKenzie 9. Bartier Perry 10. Cooper Grace Ward

This year’s Fast 10 reflects an increasing number of firms which have achieved their growth through mergers. This is not a completely new phenomenon – last year’s winner, Thynne & Macartney, achieved some of its growth courtesy of a merger with fellow Queensland firm Biggs & Biggs.

However, as the mid-tier consolidates, mergers are having an increased impact on the Fast 10. This presents a dilemma. On the one hand, it is important to acknowledge the efforts of firms which have achieved growth as a result of shrewd leadership and superior client service. Organic growth is undoubtedly a key benchmark of a high-performing firm.

On the other hand, the purpose of the Fast 10 is to simply provide a guide to the fastest-growing firms and to leave the market to draw its own conclusions as to the merits of the particular growth strategies employed. Given the pattern of mid-tier consolidation over the past two years, it is also arguable that excluding merged firms would provide an incomplete market picture.

Another complication is demonstrated

by Thomson Playford Cutlers, who lost Australasian Legal Business ISSUE 7.12

FEATURE | fast 10 >>

their insurance arm in 2008 with the secession of breakaway firm Gilchrist Connell, yet gained Cutler Hughes Harris in Sydney and Dibbs Abbott Stillman in Melbourne. So how would one calculate organic growth in such a scenario?

This year the format of the Fast 10 remains unchanged, with law firms being assessed on overall revenue growth. However, we make particular acknowledgment of the firms which have grown organically – and in particular, we congratulate Wotton + Kearney on its achievement of 37%organic growth.

Henry Davis York, Hall & Wilcox and Mills Oakley are other examples of firms that have eschewed mergers and still made the Fast 10.

Listed and aggregate firms

The issue of whether acquisitions should be counted in revenue growth was accentuated by a strong showing from listed firms Slater & Gordon and Integrated Legal Holdings, both of which have employed an aggressive acquisition strategy. However, Slater & Gordon’s Andrew Grech points out that half of the firm’s revenue growth can be attributed to organic growth.

“Most of our work is done on a fixedfee basis – our rates have remained consistent and the (organic) growth has come from increased activity and market share,” Grech says. The Slater & Gordon model might not appeal to everyone, but he is proud of the profile the firm has built – not just in the legal profession but in the wider community.

“Love us or hate us, everyone knows who we are,” he says.

The arrival of Integrated Legal Holdings in the Fast 10 complicates the picture further. Under the ILH model, firms acquired by ILH retain their existing branding. Partners are encouraged to continue with the day-today responsibility and accountability for business strategy and management, within the broad direction set by ILH. “Our strategy is all about identifying very good medium-sized law firms to join the group through acquisition, and then supporting these member firms as part of a national network,” says www.legalbusinessonline.com

the managing director Graeme Fowler, “particularly towards achieving above market growth and improved business performance.”

With revenue growth of 59%, there’s no doubt about the ‘fast’ side of the equation – but is ILH actually a law firm? The lack of unified brand would seem to suggest otherwise, but Fowler has no doubt. “Of course we’re a firm,” he says emphatically. “We’re an organisation carrying on a legal services business – but with a different structure.” Fowler’s view is supported by the existence of an integrated growth strategy for firms within the group, as well as the fact that ILH reports financially as a single entity.

Nonetheless, ALB acknowledges that the decision to include the group will be controversial – and disappointing to traditional firms such as Herbert Geer, which can justifiably take pride in the cohesive growth culture which they have built under a single brand.

This, of course, does not imply that firm revenues have remained steady throughout the GFC. The real story lies with the law firms which are not on this year’s Fast 10. Some firms that made last year’s list declined to participate in 2009, frankly conceding that their growth wouldn’t warrant a spot. Other Fast 10 stalwarts such as Moray & Agnew, Holding Redlich and Duncan Cotterill produced creditable results, but narrowly missed the cut.

Mills Oakley and Hall & Wilcox, who are both appearing in the Fast 10 for a third consecutive year, both recorded growth below 2008 levels.

For obvious reasons, it is easier for smaller firms to record high revenue growth. In this context, special mention should be made of the stellar results produced by some of the bigger players: Piper Alderman (8% growth), Clayton Utz (5% growth) and Minter Ellison (5% growth). They didn’t make the list, but this surely must be food for

“Our strategy is all about identifying very good medium-sized law firms to join the group through acquisition, and then supporting those member firms as part of a national network” Graham Fowler, Integrated Legal Holdings Trends

The growth figures in this year’s Fast 10 revenues are not dramatically different from those of FY2008, due partially to the artificial inflation of revenue growth caused by mergers.

For example, the fastest-growing firm recorded 53% revenue growth in 2008 and 59% in 2009, with both winners having had the benefit of M&A’s.

The fastest organic growth firm (Wotton + Kearney) still recorded 37% growth – which is on par with the fastest organic growth law firm in 2008. At the bottom end of the scale, the tenth-placed firm (Curwoods) recorded 9% revenue growth, which is again on par with the tenth-placed firm in last year’s Fast 10 list (Cooper Grace Ward, 9%).

thought for readers who are students of top-tier fortunes.

Number one

Integrated Legal Holdings is the shock winner of the 2009 Fast 10. ILH earned A$17m in revenue last year – and an important contributor to this growth was the acquisition of the firms Argyle Lawyers in November 2008 and mda lawyers in March 2009.

ILH plans to develop a national network of leading law firms in the capital cities and other key centres across Australia. “We are very selective and incremental in our acquisition strategy,” says managing director Fowler. “We are targeting 15-20 medium sized firms to join the group 25

FEATURE | fast 10 >>

over the next 5-10 years.” Fowler says that he will be looking to recruit firms with an annual fee income of between A$4m-A$8m and with strong growth prospects. The firms will be expected to at least double fee income in three to five years.

He says there should be no shortage of potential candidates, as according to his estimates there are at least 150 law firms in ILH’s target mediumsized firm group, in what he describes as a “fragmented” industry. “We are after good people who know how to grow a successful business and want to leverage the benefits of the listed company environment to take their business to the next stages and well beyond,” says Fowler.

These benefits include access to capital for growth, the resources and tools to attract and retain the best lawyers and clients in target markets, and the leverage of a national network combined with the offerings of a smallfirm mentality approach.

“We apply a performance-based remuneration structure to incentivise growth and improvement in the businesses, and all principals and most staff are shareholders, which incentivises working together,” he says.

Close call

In recent years, the Fast 10 has been decided largely on revenue results, with a small weighting added for feeearner growth. This is done in order

to acknowledge the firms that have continued to provide employment to the profession, or even added lawyers to their payroll during difficult times. The weighting is kept to 20% in order not to skew the nature of the Fast 10 as a predominantly revenue-based survey.

The fee-earner growth component needs to be taken into account when looking at the survey results. For example, Thomson Playford had 36% growth in fee-earners, which allowed it to leapfrog other firms with higher revenue growth. This occurred only by the smallest margin – Thomson Playford, Henry Davis York and Mills Oakley all attained the same weighted score, with the final ranking coming down to decimal places. ALB

10. Curwoods Lawyers Managing partner: Scott Kennedy Revenue growth: 9% Partners: 11 (22% growth) Other fee-earners: 31 (35% growth) Summary: This Sydney-based firm is a newcomer to the Fast 10 but not to solid growth. Curwoods has achieved double-digit growth in each of the past four years, slipping just slightly to 9% in 2009. Curwoods’ highly targeted areas of specialisation include insurance, dispute resolution and construction, with managing partner Scott Kennedy saying that all practice areas are performing equally well. He describes the firm’s growth strategy as one of “organic growth, while identifying individual lateral recruits whose practices are both a strategic and cultural fit.” The firm has had to expand its premises as a result of the growth and is looking to continue growing in 2010 with, inter alia, strategic lateral recruitment in the insurance area. Aged 37, Kennedy may well be the youngest-ever managing partner to grace the pages of the Fast 10.

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9. Hall & Wilcox Managing partner: Tony Macvean Revenue growth: 14% Partners: 28 (12% growth) Other fee-earners: 71 (15% growth) Summary: Hall & Wilcox earned A$31m in 2009, which managing partner Tony Macvean says is vindication of a “multi-focus” strategy. The firm has invested in areas such as litigation, insolvency, Workcover and employment law, which have held up well during the economic downturn. Macvean says that the firm’s private client practice, covering areas such as family law and wealth management, has also been strong.

In contrast to rivals which have opened offices in Sydney and Brisbane, the Hall & Wilcox strategy is to focus on Melbourne and to nurture quality and firm culture in that core market. However, Macvean points out that the firm’s work is not necessarily Melbourne-centric.

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FEATURE | fast 10 >>

8. Mills Oakley CEO: John Nerurker Revenue growth: 16% Partners: 25 (25% growth) Other fee-earners: 61 (8% growth) Summary: Mills Oakley recorded its fifth consecutive year of double-digit growth in 2009 and while it’s early days yet, CEO John Nerurker says that 2010 is on track to deliver more of the same. The firm is buoyed by prestigious panel appointments including Telstra, GPT, Perpetual and SuncorpMetway. The firm’s strategy of diversifying its offerings, particularly in counter-cyclical practice areas, and reinforcing its market position and geographic presence has served it well throughout the downturn.

The firm earned A$31m last year but represents the dilemma of growth.

While spectacular growth is possible with mergers, Mills Oakley has not gone down this path. Nerurker is proud of the fact that the firm is consistently able to make the Fast 10 on the back of organic growth. He says that Mills Oakley- won’t compromise the quality of its partnership or brand for the sake of short-term growth.

7. Henry Davis York Managing partner: Sharon Cook Revenue growth: 16% Partners: 48 (-4% growth) Other fee-earners: 159 (10% growth) Summary: Henry Davis York earned A$85m in revenue, which managing partner Cook attributes to strong performance in key practice areas. Revenue in the public sector practice was up by 39%; in the insolvency and restructuring practice revenue was up by 26%.

Henry Davis York is committed to “sustainable and organic growth” and rarely recruits partners from outside the firm, preferring a “grow your own” culture. This is a sharp distinction from the approach adopted by most other Fast 10 firms. Cook predicts that the firm will have a strong 2010 as a result of increased activity in both the litigation and public sector practices.

6. Thomson Playford Cutlers Chief executive partner: Adrian Tembel Revenue growth: 10% Partners: 47 (27% growth) Other fee-earners: 141 (36% growth) Summary: Strong fee-earner growth saw Thomson Playford advance up this year’s Fast 10. It is difficult to assess how much of the firm’s growth is organic – Thomson’s has had an eventful year in which the insurance practice broke away, with mutual agreement, to form the boutique firm Gilchrist Connell. Thomsons then linked up with Cutler Hughes Harris in Sydney and Dibbs Abbott Stillman in Melbourne, giving the firm a solid East Coast presence. Growth is spread evenly across the offices, with the litigation practice being a particular highlight, recording 12% growth.

While CEP Adrian Tembel says the firm will be in consolidation mode over the next few months, he expects that it will revisit the issue of geographic coverage and possible further expansion in mid 2010.

Thomson Playford also won the prize for Adelaide firm of the year at this year’s ALB Awards. www.legalbusinessonline.com

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FEATURE | fast 10 >>

5. M+K Lawyers Managing director: Damian Paul Revenue growth: 21% Partners: 29 (24% growth) Other fee-earners: 48 (-12% growth) Summary: M+K Lawyers earned A$24m in revenue last financial year. While the firm has been in expansion mode, acquisition activity has been limited to sole partner practices, which have been built up with lateral hires.

MD Paul attributes a large part of the firm’s growth to the quality of the partnership (or principals, to use M+K’s terminology) and the confidence with which work can be referred between partners and the referral of work via client word of mouth. M+K is expecting to acquire its first multi-partner firm in 2010. Paul attributes much of the 2009 growth to the firm’s Sydney offices, but predicts that the Victorian offices will see as much as 25% growth this year. And don’t be surprised if M+K makes a foray into a new market in 2010 either.

4. Slater & Gordon Managing director: Andrew Grech Revenue growth: 29% Other fee-earners: 197 (13% growth) Summary: Slater & Gordon earned A$103m in revenue last year. The firm had an aggressive growth strategy which saw the acquisition of six firms, however managing director Andrew Grech points out that half of the firm’s revenue growth can be attributed to organic growth.

In addition to its signature personal injury and litigation practices, Slater & Gordon is working to broaden its service offering and diversify away from its Melbourne base. Forty five per cent of the firm’s total revenue was derived from outside Victoria last year.

3. Wotton + Kearney Managing partner: David Kearney Revenue growth: 37% Partners: 10 (11% growth) Other fee-earners: 36 (29% growth)

Fastest growing firm: organic growth

Summary: Some readers believe the Fast 10 should be determined by reference to organic growth only. Those readers can stop reading at the end of this page – your fastest organic growth firm is Wotton + Kearney with 37% growth and no mergers. This is a nice way to cap off a year which also saw the firm pick up the ‘Insurance Specialist Firm of the Year’ prize at the ALB Awards.

Wotton + Kearney earned A$15m last year with a strategic revamp which saw it offer broader services, including regulatory work, insurance policy drafting and reinsurance work. The Melbourne office, previously confined to particular areas such as D&O insurance, is now providing a more complete service. The economic downturn has inevitably contributed to a rise in claims work, although David Kearney estimates that this accounts for only about half of revenue growth. The firm has also introduced a 9.5 day fortnight for lawyers, where lawyers can take a paid half day to pursue professional development or simply have a break.

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Firm Profile FEATURE | fast 10 >>

herbertgeer

Growing to meet the needs of their clients

I

n 2009 Herbert Geer continued to pursue its vision and has consolidated its position as a leading law firm.

A full service law firm with national and international clients, Herbert Geer has continued to grow over the past 18 months.

Today, the firm has 50 partners and services major national and international corporates, fast growing businesses, state and local governments.

The firm is committed to working towards understanding the needs of its clients, and growing the business to ensure it remains innovative in its service delivery. The engagement of a Chief Innovation Officer supports a greater focus on continuous improvement such as alternative pricing models, improved reporting and process efficiencies.

Herbert Geer has welcomed a number of new partners as it continues to attract a strong calibre of new partners and staff from large law firms and to strengthen its services in key areas such as major projects, superannuation, employment and workplace relations and property.

The IP, IT, Media, Entertainment and Telecommunications group in Melbourne

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was enhanced by the arrival of Paul Noonan.

Major projects, as a key area for the firm, welcomed Andrew Venables. The firm gained Cameron Roberts, who extends the Workplace and Insurance Services team appointed to the Victorian Government Legal Services Panel. Josh Marchant was appointed to lead the Melbourne Construction and Infrastructure team, and the arrival of Mark Abramovich expanded the firms services in superannuation and funds management. The firm’s most recent appointment joining the Property team in the Sydney office in early December is Andrew Buchanan.

“We expect 2010 to be a year of continued growth for Herbert Geer, especially in the Brisbane and Sydney markets” said Bill Fazio, Managing Partner.

“We are enormously proud that the firm has attracted and retained such high quality individuals and their teams. We are committed to ensuring that our clients have the very best services available that understand, advise and partner with them as they take advantage of new opportunities and highly complex challenges.” said Bill Fazio.

Bill Fazio, Herbert Geer

“We continue to work hard to understand our clients, their businesses and their industries and we are naturally growing to meet their needs. We recognize that the key to our success is to ensure we keep focused on our clients’ needs” said Bill.

Herbert Geer Melbourne 03 9670 6123 Sydney 02 92394500 Brisbane 07 38538888 www.herbertgeer.com.au

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FEATURE | fast 10 >>

2. Herbert Geer Managing partner: William Fazio Revenue growth: 52% Partners: 50 (14% growth) Other fee-earners: 90 (18% growth) Summary: As far as the purists are concerned, Herbert Geer may be the “true” winner of this year’s Fast 10. It’s certainly the fastest-growing law firm under a unified brand and conventional structure. Managing partner Fazio and his team deserve credit for their implementation of an ambitious vision, to build a strong East Coast presence for Herbert Geer.

The firm earned A$54m in revenue in 2009, which is a remarkable 52% increase on 2008. FY2009 was the first full year where the 2008 mergers with Brisbane firm Nicol Robinson Halletts and Sydney firm Rivlin Deschamps Kelly could be taken into account. However, Fazio says that the entire firm is benefiting from a new sense of self-belief. A “growth mentality” has seen recruitment occur across a broad range of practice areas in the existing business, including insurance, superannuation and IT. Fazio said that the firm was “comfortable” with the profitability side of the equation and that growth in Sydney and Brisbane would continue to be a particular priority over the coming year. Herbert Geer is also keeping an open mind on the possibility of further acquisitions.

1. Integrated Legal Holdings Managing director: Graeme Fowler Revenue growth: 59% Partners: 16 (82% growth) Other fee-earners: 47 (76% growth) Summary: Revenue growth of 59% is fast growth, but is it a “law firm”? ILH earned A$17m in revenue last year with an acquisition-based growth strategy, yet the acquired firms will continue to operate under their existing branding. Managing director Graeme Fowler says that he intends to develop a national network of leading law firms in the capital cities and key centres across Australia and predicts that as many as 20 firms will join the group over the next ten years.

ILH suffered a significant decline in profitability last year and was criticised for what has been described as an “ad hoc” growth strategy to date. Indeed, the very structure of ILH makes the company an easy target for such observations. However, the ILH concept is relatively new and it is natural that such a fundamentally different legal practice model will attract scrutiny and criticism – which may or may not prove to be warranted. Time will tell whether Fowler’s vision will be vindicated. These are uncharted waters for all concerned – and that includes ALB.

“We are after good people who know how to grow a successful business and want to leverage the benefits of the listed company environment to take their business to the next stages and well beyond” Graham Fowler, Integrated Legal Holdings 30

Australasian Legal Business ISSUE 7.12

FEATURE | fast 10 >>

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ALB 2009 M&A guide

M&A INTRODUCTION ALB Guide: Mergers & Acquisitions 2009 is the latest in an exciting series of detailed insights into specific practice areas and the leading firms and lawyers operating within them. By combining specific new research (among peers, barristers and client companies) with third-party market information, ALB guides arrive at lists of ‘leading firms’ and ‘recommended firms’ as well as ‘leading lawyers’ in each of the practice areas covered.

METHODOLOGY In the preparation of this report, ALB conducted independent and referee-led telephone interviews with Australian and New Zealand companies. These results were cross-checked with opinions from Australian and New Zealand partners, and third-party market information.

Local firms were listed first followed by national firms, arranged according to feedback received. Interviews were mainly conducted in the two-week period from 28 September 2009 to 13 October 2009.

CONTENTS 32.

State of the market

33.

Leading and recommended firms

34.

Leading lawyers

32

state of the market In-bound Chinese M&A into Australia’s resources sector has dominated the headlines for most of this year. For example, Chinalco bid US$19.5bn (A$30bn) to raise its stake in Rio Tinto, Yanzhou Coal made a A$3.5bn bid for Felix Resources, and Fortescue Metals struck a US$6bn (A$7.3bn) iron ore deal with China Iron and Steel Association.

Recently, Gorgon joint venture partner Exxon Mobil agreed to supply liquefied natural gas (LNG) to Petro China worth A$50bn for the next 20 years, and there has also been acquisition interest from other Asian companies, such as Japan-based Osaka Gas and Tokyo Gas, and South Koreabased GS Caltex and The Korea Gas Corporation.

Mallesons Stephen Jaques partner Stephen Minns says that outbound investment from China has mostly been in the Australian resources sector.

However, similar investment is also likely to be seen in other sectors, including manufacturing, consumer products, and financial services, among others. “Certainly the outbound work is a lot more significant than what it was even a year ago. The Chinese continue to be interested in investing, and they continue to actively look at opportunities,” he says.

However, regulatory approval is ultimately exercised by the Treasurer Wayne Swan and the Foreign Investment Review Board

(FIRB). This is clearly seen in how Chinese state-owned steel maker Baosteel has been asked numerous times to resubmit its FIRB application for a 15% stake acquisition in Aquila Resources.

“It’s clear that the government wants to be comfortable that Australian companies continue to operate independently,” Minns says.

Chinalco’s rejected US$19.5bn (A$30bn) investment in Rio Tinto and the detention of the Australiabased mining giant’s Shanghaibased executive, Stern Hu, has scrutinised the extent to which China should be allowed to invest in Australia’s resources sector.

A Lowy Institute survey found that Australian attitudes towards China had cooled, with 50% of respondents saying that Australia was allowing too much investment from China.

Lawyers from other parts of the region point out that Chinese investment is a “two-way street”.

Baker & McKenzie’s Shanghai managing partner, Zhang Danian, says that China has also rejected in-bound deals, such as the £1.4bn (A$3bn) CocaCola Amatil-Huiyuan takeover bid. “Chinese authorities will increasingly vet proposed foreign investments on both national security and antitrust grounds, and take concerns of small and medium competitors very seriously. The review process has become sophisticated in the way it

adopts economic analytics. In the General Motors-Delphi merger, for example, one of the requirements was for an information firewall to be erected in order to safeguard parts information from Chinese automobile makers,” adds Danian.

Mallesons’ Minns says that one major challenge for lawyers will be to tailor deals according to the current regulatory environment in Australia. This would involve commencing discussions with FIRB earlier into the process in order to help foreign clients understand Australian regulatory requirements.

Across the Tasman, ThomsonReuters’ recent M&A statistics for New Zealand show a slower reading for firms that rely on such activity as a key revenue source, with the value of local mid-market deals down by 85% for the first quarter of 2009. Russell McVeagh CEO Gary McDiarmid suggests that some “green shoots” are emerging, particularly those involving distressed M&A. “Buying something often creates the need to sell something else,” he says.

Some Kiwi firms recently have reported a surprisingly steady flow of work. Buddle Findlay national chairman Peter Chemis says the firm has advised on deals involving Japanese buyers, including the NZ$1.4bn (A$1.2bn) SuntoryFrucor Beverages acquisition and Daiken’s acquisition of Carter Holt Harvey’s Rangiora MDF plant.

The National Party government Australasian Legal Business ISSUE 7.12

20 09 headed by John Key is attempting to revamp the Kiwi Overseas Investment Act 2005, in order to encourage more foreign investment. This step is seen by some observers as a shift from the previous Clark government’s stance, highlighted by its intervention in last year’s NZ$1.7bn (A$1.5bn) Canada Pension Plan Investment BoardAuckland International Airport stake acquisition. Some lawyers claim that New Zealand’s international reputation suffered as a result of it.

SYDNEY Gilbert + Tobin was a strong favourite for scheme of arrangements and negotiating, even for large deals. John Williamson-Noble was “fantastic” from beginning until end, and his team was responsive, helpful with strategic issues, and unfaultable. Gary Lawler and Marko Komadina showed “rocksolid” commonsense, “oodles” of experience, and were trustworthy.

Gina Cass-Gottlieb and Philip Breden were names connected with “mega-mergers”.

Corrs Chambers Westgarth was particularly popular for private equity (PE) and M&A matters. Richard Lewis had a “dedicated” practice and team, and his fees were reasonable.

M&A “top-gun” Braddon Jolley was the one for technically difficult matters, and was chosen for his www.legalbusinessonline.com

effective communication. Byron Koster, Andrew Lumsden, and Andrew Messenger and Sandy Mak added to the firm’s overall strength.

Baker & McKenzie was chosen for its strong US relationships.

Steven Glanz was valued for his “massive depth” of experience in all aspects of M&A. David Ryan and Christopher Saxon were strong on M&A and resourcesrelated deals.

Deacons lawyers from all over the country were soughtafter, particularly for litigation.

Adrian Ahern rated highly for M&A because he was efficient, clear-thinking, pragmatic and determined. Shaun Clyne was the one for energy-related M&A. Herbert Geer was appointed for acquisitions and PE. Michael Beaumont impressed with his negotiation skills, dedicated team, and partner-level attention that was only charged at a “big-firm’s senior associate” rate.

Atanaskovic Hartnell was generally used for complex corporate transactions and disputes. John Atanaskovic and Larissa Pickford advised on ‘big ticket’ health-related M&A matters.

Chang, Pistilli & Simmons has been dubbed the “top boutique in M&A”, with Danny Simmons and Mark Pistilli highly regarded.

DLA Phillips Fox’s David Morris, Catherine Merity, Geoff Taperell, and Alison Choy Flannigan, were

leading firms NB: Firms are listed in alphabetical order under each subheading

f l

sydney

PERTH

• BAKER & MCKENZIE • CORRS CHAMBERS WESTGARTH • DEACONS • GILBERT + TOBIN • HERBERT GEER

• COCHRANE LISHMAN • CORRS CHAMBERS WESTGARTH • DEACONS • JACKSON MCDONALD • MIDDLETONS

MELBOURNE

NEW ZEALAND

• ARNOLD BLOCH LEIBLER • BAKER & MCKENZIE • DEACONS • HALL & WILCOX • HOLDING REDLICH

• BELL GULLY • BUDDLE FINDLAY • CHAPMAN TRIPP • MINTER ELLISON RUDD WATTS • RUSSELL MCVEAGH • SIMPSON GRIERSON

BRISBANE • CARTER NEWELL • CORRS CHAMBERS WESTGARTH • DEACONS • HOPGOODGANIM • MCCULLOUGH ROBERTSON • PORTER DAVIES

NATIONAL TOP-TIER FIRMS • ALLENS ARTHUR ROBINSON • BLAKE DAWSON • CLAYTON UTZ • FREEHILLS • MALLESONS STEPHEN JAQUES

ADELAIDE • KELLY & CO • THOMSON PLAYFORD CUTLERS

other recommended firms

NB: Firms are listed in alphabetical order under each subheading

f r

SYDNEY

NEW ZEALAND

• ATANASKOVIC HARTNELL • CHANG, PISTILLI & SIMMONS • DLA PHILLIPS FOX • HENRY DAVIS YORK • JOHNSON WINTER & SLATTERY

• ANTHONY HARPER • DLA PHILLIPS FOX • HARMOS HORTON LUSK • KENSINGTON SWAN

MELBOURNE

NATIONAL TOP-TIER FIRMS • MINTER ELLISON

• CORRS CHAMBERS WESTGARTH • MIDDLETONS

PERTH • BLAKISTON & CRABB

33

ALB 2009 M&A guide

leading lawyers NB: Listed alphabetically by surname

MICHAEL BEAUMONT Firm: Herbert Geer Location: Sydney • Practice areas: M&A, PE, capital markets, corporate governance • Advised on transactions in a range of industries, particularly in private health and aged care • Extensive experience in contested sale processes and cross-border M&A

PAT BOWLER Firm: Russell McVeagh Location: Wellington • Practice areas: M&A, competition, public, climate change • 2009 ALB Australasian Law Awards NZ Dealmaker of the Year winner • Acted on NZ Government-Toll Holdings NZ rail business, Meridian Energy/Whispertech acquisition, MetService/NZ National Institute of Water and Air joint venture

IAN COCHRANE Firm: Cochrane Lishman Location: Perth • Practice areas: M&A, corporate governance • Advised numerous major companies in West Australia, and chairs Little World Beverages • Memberships: Law Council of Australia Corporations Committee

EWEN CROUCH Firm: Allens Arthur Robinson Location: Sydney • Co-head of M&A • Practice areas: M&A, infrastructure, corporate governance • 2009 ALB Australasian Law Awards M&A Deal of the Year winner • Acted on Westpac-St George merger, Holcim-CEMEX Australian operations acquisition (A$2bn), Macquarie Airports management internalisation and acquisition from Macquarie Capital

SHANNON FINCH Firm: Mallesons Stephen Jaques Location: Sydney • Practice areas: M&A, capital markets, privatisation, hybrid securities, corporate • Advised on public company M&A, privatisations and bids for government assets, private M&A transactions • Clients include corporations, investment banks

cont. ► 34

highly regarded. Johnson Winter & Slattery’s John Keeves was noted for his work on bankingrelated M&A. A number of other practitioners were mentioned, including Henry Davis York’s Scott Murray and Ian Enright; Jones Day’s Matthew Latham; Maddocks’ Peter Shaw, Geoff Charnock and Sean Rush; and Sparke Helmore’s Mark Simpson. Gadens Lawyers, Piper Alderman, Tresscox Lawyers, and HWL Ebsworth were also active.

Mallesons Stephen Jaques was “top tier” for PE-related M&A, acquisition finance and public market deals. Shannon Finch was “outstanding”, with her non-stop work that amazed clients who could not work out how she “kept her sanity”. Peter Cook and David Friedlander were renowned for their commercial approach to transactions and PE-related matters, while Meredith Paynter was “fantastic” and “great” to deal with. Tim Bednall had a quick turnaround, while Greg Golding and Jason Watts were “technically strong”.

Freehills was a premium firm for PE- and gas-related M&A for “big ticket” and complex issues. Tony Damian was a “rising star”, and liked for his M&A deal execution skills, “technical legal knowledge”, and ability to speak plain English.

Philippa Stone was a “brilliant deal-maker”, “technically excellent” and “commercially strong”. Mark Crean was “levelheaded” and “service-oriented”.

Rebecca Maslen-Stannage, Fiona Gardiner-Hill were “great all-rounders”. Al Donald and Damien Hazard were highly regarded.

Blake Dawson handled large public market and PE-related M&A matters. Bill Koeck was “no-nonsense”, client-focused, and resonated confidence, with his experience in handling “all types of takeovers.” Mark Stanbridge and Ian Williams were established names, while Carl Della-Bosca and David Ryan were “young guns”.

Clayton Utz was highly regarded in acquisition finance. Rod Halstead was an “old stager of

M&A”, who had an impressive wealth of experience after having done “countless deals” whilst maintaining a pleasant manner with clients. Michael Parshall was technically strong, with a sense of good judgement, and “just got on with the deal”. Linda Evans was highly regarded.

Allens Arthur Robinson was “top-tier” for cross-border deals and acquisition finance. Ewen Crouch and Guy Alexander had extensive experience, and were always “sound and accessible”.

Stuart McCulloch was highly regarded.

Minter Ellison’s Costas Condoleon was an excellent and very technical practitioner, with strong commercial judgement.

MELBOURNE Hall & Wilcox was described as the “BMW” when it came to service. Ed Paton was thorough, focused on achieving his clients’ goals, and had a “cool head” that was “tested to the limits” in highly “frustrating deals”. Deborah Chew’s experience in M&A, availability, and creative approach, won her work.

Holding Redlich was at the top of the pecking order for M&A of all sizes. Michael Linehan was “brilliant”, capable of handling major deals, efficient, concise, and cost-effective. He delivered on all aspects of the transaction, and kept clients in the loop, with a commercial perspective on both the pros and cons. Daniel Marks was also highly regarded.

Deacons’ Ian McCubbin was the one of the few practitioners who clients would turn to obtain approvals from the Foreign Investment Review Board (FIRB) and other regulatory bodies.

Robert Sultan was known for his information technology-related M&A. Arnold Bloch Leibler acted on “big ticket” matters. Jonathan Wenig was exceptional, quick and commercial in his advice, and ahead of the rest. Henry D Lanzer was chosen for his rich knowledge of law and business. Steven Klein was known for his work on ‘big-ticket’ takeovers and stake acquisitions.

Australasian Legal Business ISSUE 7.12

Bakers’ Adrian Chin was praised for his overseas connections. Corrs’ Peter Ickeringill and Justin Fox and Middletons’ John Mann, were all highly regarded.

Freehills was the strongest in Victoria for “big-ticket” nationallevel deals on gas-related M&A. Baden Furphy was a “first rate” M&A lawyer, prepared to make calls and give pragmatic legal advice. Clients didn’t hesitate to recommend his accessibility and dedication. Robert Nicholson was organised, responsive, and “calm in a crisis”. John Tivey was results-driven and good at explaining complex issues.

Nick Wormald had considerable experience in handling retail sector-related deals. Rodd Levy acted on major transactions.

Blakes did a terrific job on sizeable acquisitions, and was valued for its knowledge of clients’ businesses. Elspeth Arnold was “extremely” well-organised, good at understanding issues, personable, and met deadlines.

David Williamson was “tip-top”, an “exceptionally good project manager”, sensitive, commercial and tactful. Marie McDonald was good for strategic takeovers and mergers. Tiffany Barton was efficient, approachable and patient in “trying” negotiations. John Sartori gave sound.

Mallesons was regarded for formal takeovers involving large and public transactions. Diana Nicholsen was “extremely professional”, personable, and did a good job of comprehending issues. James Fahey excelled at deals. Stephen Minns was also highly regarded.

Clayton Utz was “top-tier” with “Rolls-Royce service and pricing”.

Andrew Walker was a “brilliant” all-round practitioner – clever, creative and commercial.

Allens’ Jon Webster was dubbed one of the “tier-one team”.

BRISBANE Corrs’ Teresa Handicott was a well-recognised and respected veteran of the M&A scene.

McCullough Robertson was a top pick in the Queensland market for takeovers involving petroleum www.legalbusinessonline.com

and gas. Brett Heading and Derek Pocock were technically sound, gave practical advice, and were fast at takeovers. Pocock was “not afraid to get his hands dirty” and do the routine work. Jim Peterson was highly regarded.

Deacons was chosen for investment, and equity sales.

Michael Joyce did a “wonderful job” that left clients satisfied.

Porter Davies is increasingly receiving praise. Wayne Penning was versatile, strong at negotiating documents, and overseeing a deal through to completion. He had large law firm experience and added immense value at an absolute bargain rate.

Carter Newell’s Cameron Jorss and Jonathan Cheyne had an in-depth understanding of client business objectives for M&A and acquisition finance.

HopgoodGanim’s Martin Klapper was renowned for his resourcesrelated M&A work.

ADELAIDE Kelly & Co was chosen for oil and gas industry-related M&A. Jamie Restas stood out for his “high-level sophistication”, “safe set of hands”, and talented approach that compared well to practitioners from larger firms.

Thomson Playford Cutlers’ team was also a strong performer in South Australia, particularly for PE-related M&A. Minters’ Gerry Cawson and Dan Marks were “exceptional” in how they exceeded client expectations for service, quality advice, commitment, and commerciality.

Cawson’s innovation helped him win clients, while Marks’ understanding of international transaction nuances made him a popular choice.

PERTH Corrs’ Adam Handley impressed with his expertise in resources M&A between China-based parties and Pilbara-based resources operations.

Cochrane Lishman was the preferred West Australian firm for mid-sized companies. Ian Cochrane had national top tier M&A experience and was exceptionally well-regarded.

leading lawyers NB: Listed alphabetically by surname

BADEN FURPHY Firm: Freehills Location: Melbourne • Practice areas: M&A, energy & resources, foreign investment, privatisations & corporatizations, corporate • Advised on Pasminco/Savage Resources acquisition, WesfarmersIAMA takeover, Smorgon Steel-Email acquisition

STEVEN GLANZ Firm: Baker & McKenzie Location: Sydney • Chairman of the firm’s Asia Pacific M&A Committee • Practice areas: M&A, securities, restructure, PE • Memberships: Bakers Global M&A Steering Committee, Mergers & Acquisitions Liaison Committee

DAVID GRAY Firm: Freehills Location: Perth • Practice areas: M&A, capital markets, insolvency, corporate • Advised on Wesfarmers-Linde Gas industrial gases business acquisition, Mount Gibson Iron-Aztec Resources takeover, Agincourt Resources-Oxiana acquisition • Financial Services Institute of Australia Perth mergers & acquisitions course lead lecturer, AICD company directors’ course facilitator

ROD HALSTEAD Firm: Clayton Utz Location: Sydney • M&A group national chair • Practice areas: M&A, corporate governance, capital management • More than 25 years’ experience in takeovers, acquisitions, mergers and divestments

BRADDON JOLLEY Firm: Corrs Chambers Westgarth Location: Sydney • Practice areas: M&A, corporate • One of Australia’s leading M&A lawyers • Advised on CEMEX-Rinker takeover, Fairfax Media-Rural Press merger, Promina/Suncorp Metway merger

cont. ► 35

ALB 2009 M&A guide

leading lawyers NB: Listed alphabetically by surname

BILL KOECK Firm: Blake Dawson Location: Sydney • M&A team joint practice head • Practice areas: M&A, corporate governance, capital markets • Advised on public company takeovers, schemes of arrangement, capital raisings, restructuring, M&A, ASX listings, foreign investment, JV • Clients: Qantas, AGL, BlueScope Steel, Ramsay Health

MICHAEL LINEHAN Firm: Holding Redlich Location: Melbourne • Practice areas: M&A, corporate, corporate social responsibility (CSR), trade practices • Advised on sale of Bang & Olufsen retail chain, Hastings Funds Management-Auscap Closures stake acquisition, Epworth Hospital and ING Real Estate’s acquisitions of Freemasons Hospital and the Cedar Court Rehabilitation Hospital • Membership: Law Institute of Victoria’s Corporations and Business Organisations Committee (Commercial Law Section)

ED PATON Firm: Hall & Wilcox Location: Melbourne • Practice areas: M&A, corporate, family business, wealth management • Advised on a range of share sales, business sales and asset sales; management buyouts, management buy-ins, PE-backed acquisitions or roll-ups • Memberships: Australian Institute of Company Directors, Law Institute of Victoria

PHILIPPA STONE Firm: Freehills Location: Sydney • Practice areas: M&A, capital markets, privatisation, corporatization, derivatives • 2009 ALB Australasian Law Awards Australian Deal Maker of the Year winner • Acted on Commonwealth Bank-Colonial merger (A$10bn) – the largest transaction of its kind in corporate history, Deutsche Bank/ Bains acquisition, SBC/DBSM acquisition; St George Bank/Advance Bank acquisition (A$2.7bn)

DEREK POCOCK Firm: McCullough Robertson Location: Brisbane • Practice areas: M&A, corporate, PE • Advised national or government-owned corporations that operate in financial services, franchising, energy & resources • Particular interest in contested public company takeovers

cont. ► 36

Michael Lishman was an established and well-known practitioner.

Middletons, which in recent months merged with Franklyn Legal and Salter Power, received a considerable amount of work on smaller scale transactions. Robert Franklyn was regarded as one of the best in the field.

Jackson McDonald was also a “quality Perth-based practice” with experience in the energy and resources sector. Stephen Doyle was also highly recommended.

Another top WA firm was Deacons. Shaun McRobert was the first contact for resourcesrelated listed takeovers. James Stewart was also highly regarded.

Blakiston & Crabb’s Michael Blakiston was highly regarded.

Freehills was the “cream of the crop” among WA national top-tiers for M&A and acquisition finance.

David Gray was number-one for responsiveness, practicality, and providing a commercial view about legal risks and solutions.

Blakes was generally chosen for mid- to small- cap resourcesrelated M&A. Both Roger Davies and Murray Wheater were wellversed in those deals.

Allens was chosen for M&A and acquisition finance. Tim Lester was “fantastic”, and ranked as “one of the best corporate lawyers, with serious pedigree”.

NEW ZEALAND Buddle Findlay was a clear leader in the Kiwi market. Philip Wood was experienced in a range of areas, which complemented his knowledge of commercial law.

He easily accepted client ideas and was named a “surgeon general practitioner for M&A and IPOs”. Simon Vodanovich and Sacha Judd were generally chosen for acquisition financing.

David Thomson was also highly recommended.

Minter Ellison Rudd Watts has y become a favourite. Cathy Quinn was a “superb” practitioner who did an exceptional job on one-off matters, takeovers, mergers, and “tricky” contentious issues. Highly rated for her legal knowledge, and with good commercial judgement that didn’t overstep boundaries

between investment banking and legal advice.

Bell Gully rated highly.

Clive Taylor was chosen for infrastructure acquisition deals as he performed well. David Flacks was very experienced and knew PE well, and James Gibson was “excellent”. Gavin Macdonald, Brynn Gilbertson, Glenn Joblin, and Chris Gordon were all rated.

Chapman Tripp’s Geof Shirtcliffe was very energetic, enthusiastic, and knowledgeable.

John Strowger and Roger Wallis were established practitioners with a good reputation. Other top partners include Mark Reese, Andy Nicholls, Neil Anderson, Stephen Lowe, Nick Wells and Barry Brown.

Simpson Grierson was the “best in town”, and Michael Pollard was innovative, globally experienced, and “hungry” to make a deal.

Kevin Jaffe, Peter Hinton and Shelley Cave were also highly regarded.

Russell McVeagh’s Pip Greenwood was often the one for government-related matters, and has been a member of numerous takeover panels. Grant Kemble and Garth Sinclair were good operators. Pat Bowler and Graeme Quigley were also highly recommended.

Harmos Horton Lusk’s strength is in its size – small yet staffed enough to be fully responsive, 24-hours. Andrew Harmos was a top lawyer, in high demand among corporate clients and high-networth individuals (HNWI). He was readily available, pragmatic and “incredibly helpful”.

Greg Horton has provided “excellent” advice. Paul Oldfield, formerly of Russell McVeagh, had an “enormously broad knowledge of Kiwi law”.

DLA Phillips Fox’s Martin Wiseman impressed clients with his diligence. A number of practitioners were also highly regarded, including Anthony Harper’s Paul Hartland; Kensington Swan’s Martin Dalgleish; and Mayne Wetherell’s Simon Horner.

Dawson Harford & Partners, Duncan Cotterill and Lowndes Associates were highly reputed.

Australasian Legal Business ISSUE 7.12

leading lawyers NB: Listed alphabetically by surname

MICHAEL POLLARD Firm: Simpson Grierson Location: Auckland • Practice areas: M&A, capital markets, corporate & commercial, PE • Significant M&A, PE and capital markets experience in acting on multinational transactions both in NZ and overseas • Advised Matariki on forest sales process, Auckland City Council on multi-party bid to host the Rugby World Cup 2011 matches

CATHY QUINN Firm: Minter Ellison Rudd Watts Location: Auckland • Head of firm’s M&A and PE practices • Practice areas: M&A, PE, capital markets, agribusiness, biotechnology, aviation, corporate governance, entertainment, health, securities • Advised Pacific Equity Partners and CCMP Capital Asia on Independent Liquor (NZ) acquisition, Next Capital on acquisitions of Nutra-Life, Healtheries, Hirepool

JAMIE RESTAS Firm: Kelly & Co Location: Adelaide • Practice areas: M&A, JV, capital markets, PE • Advised major listed and private corporations on corporate and commercial activities, Corporations Act, ASX Listing • Memberships: Law Council of Australia Business Law Section, Law Society of South Australia, Australian Corporate Lawyers Association

JOHN WILLIAMSON-NOBLE Firm: Gilbert + Tobin Location: Sydney • Practice areas: M&A, capital markets, PE • Advised on Westpac/St George Bank merger, KKR/Brambles Australia acquisition, Qantas IPO • Memberships: International Bar Association Corporate and M+A Committee Chair, Crescent Capital Partners investment committee

PHILIP WOOD Firm: Buddle Findlay Location: Auckland • Practice areas: M&A, JV, technology, media, e-commerce, telecommunication, IP • Particular expertise in IT-related major corporate transactions • Advised Auckland City Council on IT systems, CCMP Capital Asia and Ontario Teachers Pension Plan on IT aspects of their acquisition of the Yellow Pages • Lead adviser to Sky Network Television on upgrades for pay television broadcast centre, major pay television programming deals www.legalbusinessonline.com

37

Feature | infrastructure >>

Return of the

mega-projects

When the financial crisis hit, major infrastructure projects were shelved as developers struggled to find funds. However, the financial close of Melbourne’s A$3.7bn desalination project marked the end of the crisis – and the return of the mega-project 38

Australasian Legal Business ISSUE 7.12

Feature | infrastructure >>

W

hen Sydney’s A$1.15bn Royal North Shore Hospital upgrade reached financial closure in October 2008, it was the last billiondollar project to be closed prior to the onset of the global financial crisis.

Almost a year later, the financial close of the A$3.7bn Victorian Desalination plant heralded the return of the megaproject.

Lawyers working in construction, project finance and infrastructure groups around the country are now gearing up for increased workflow as the plans for hospitals, roads, and railways are taken off the shelf, dusted off and put out to bid. “As a result of the GFC quite a lot of these projects were stalled, or deferred, for quite a few months,” says the head of Deacons’ infrastructure group Grant Ahearn.

Partner in Freehills’ projects group, David Templeman, says that confidence is returning to the market. “There was a period of time where everything kind of stopped and people were wondering what they were going to do – but there is a mood in the market now that there is a flow of available money and a flow of projects,” he says. “It will take a little while to get back to where it was, but there is confidence going forwards that infrastructure projects and project finance projects will happen.”

This confidence has led to some mega-projects coming back to market, and Mallesons Stephen Jaques partner Mark Upfold expects them to reach financial closure next year. “There are a number of very large projects spread throughout Queensland, NSW, South Australia and Victoria all coming to market and all expected to be bid and closed in the next 12 months,” he says, adding that though the market is still a bit sluggish, some decent-sized deals are coming through.

Those deals include Sydney’s A$4.5bn CBD Metro project, Victoria’s A$4.3bn regional rail project and the A$1.8bn Royal Adelaide Hospital Mark Upfold, project. According Mallesons to industry sources, www.legalbusinessonline.com

infrastructure spending is expected to exceed A$400bn over the next decade.

However, the temporary hold-up in development of some of these projects means that funding is going to remain tight, as every deal will be seeking debt finance at the same time.

“I don’t think the funding problems are over but it’s now a bit easier to get debt funding,” says Ahearn. “A lot of these projects have banked up so it might be difficult getting funding for all of them in a relatively short amount of time.”

Those difficulties were evident even in the Victorian desalination plant deal, with the Victorian government agreeing to be an underwriter of last resort. The private sector was struggling to come up with debt funding at the requisite levels, Ahearn says, so the state government agreed to provide up to A$1.7bn against the construction cost of about A$3.5bn.

“There was a period of time there where everything kind of stopped and people were wondering what they were going to do”

David Templeman, Freehills

David Templeman, Freehills

Mega-project funding

Funding for the mega-projects is inherently more complex and that leads to more work for legal teams working on the deals – even though the documentation process is effectively the same for a project of A$200m or one of A$3bn. “Interestingly, the documentation for a A$200m or a A$1.5bn PPP [public private partnership] is similar – they haven’t got round to having short-form documentation,” says Ahearn. “But the bigger ones inevitably have more complex issues so they do occupy more time and resources.”

Ahearn’s colleague and the head of Deacons’ major projects group Dan Marjanovic agrees. “There’s one fundamental difference between the mega-projects and those that sit in the medium space of A$100m to A$1bn – and that is the funding,” he says. “Funding for the larger ones is significantly more difficult to achieve these days and so the structuring is more complex.”

However, the struggle for funding major projects also presents an opportunity for law firms that don’t currently have a relationship with one of the parties forming the consortium 39

Feature | infrastructure >>

bidding for any given project. These relationships are vital to winning infrastructure work, says Upfold.

“You need to have a relationship with the key players, the major builders, the major finance houses, and the major advisors who are critical in putting together a team before the lawyers are brought in as part of the overall consortium group to bid a project,” he says. “Firms like ours are always asked to put in proposals to do the legal work because of our track record in the sector, and because there are multiple bidders, we usually end up with at least one role.”

“I don’t think the funding problems are over but it’s now a bit easier to get debt funding” Grant Ahearn, Deacons

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Things are changing in the infrastructure space, however, with many of the traditional lenders having balance sheet issues that prevent them from being as active in the market as they were prior to the global financial crisis. This opens up the door for alternative investors and banks that previously played a peripheral (if any) part in the funding of Australian mega-projects.

Marjanovic says that role is increasingly going to be taken over by the Chinese. “I think that we tend to overlook the fact that the Chinese banks are becoming increasingly relevant to the funding of infrastructure in Australia,” he says. “We’ve been talking about public infrastructure and PPPs but in terms of private infrastructure and project finance, particularly in the resources area, they are becoming increasingly important as a source for funds given the capital-constrained environment we’re facing.”

Deacons has been fortunate enough to pick up mandates with some of

the Chinese banks in that space by having a presence in China and having relationships with banks there, Marjanovic says.

Since the funding crisis hit, banks have been unwilling to take on the risk associated with being a mandated lead arranger so the deals have been done on a club basis, rather than in a syndicate. The sheer size of some of the projects means that it will be inevitable that a mix of global banks will be involved, according to Templeman.

“Given the size of some of the projects that are going to hit the market and the amount of infrastructure that is going to be committed to in the next year or so, offshore banks (including European and Chinese banks) are likely to be a source of that finance,” he says. “You’d expect to see them be members of those clubs for smaller pieces of the debt.”

PPPs

As the private sector has pulled back its spending in the wake of the GFC, the government has been there to close

Australasian Legal Business ISSUE 7.12

Feature | infrastructure >>

that gap, with the most common way of participation through PPPs – although the shape that those partnerships take are constantly evolving. “The delivery of the project as to structure has changed as a consequence of the GFC,” says Clayton Utz head of projects Doug Jones. “The PPP projects obviously ran into various debt and equity issues so there are new models needing to be devised to proceed.”

One example of how the government has sought to bridge inadequacies in the PPP model is evident in Victoria’s billion-dollar Peninsula Link project in Melbourne. After a raft of unsuccessful toll roads around the country, the state government decided to offer the Peninsula Link on an ‘availability’ PPP model. This sees the private partner receiving revenue stream based on the road’s availability rather than its patronage.

The Queensland government has opted to avoid the PPP model altogether for its Northern Link project. “With the Northern Link project in Brisbane, the government is

www.legalbusinessonline.com

going to build and toll it itself rather than through a PPP structure,” Jones says. “It will then keep the option of subsequently selling the asset once it’s ramped up so there’s been a substantial change to the [PPP] model.”

Lawyers are being asked to come up with innovative funding structures for infrastructure projects. Those that are most able to come up with unique solutions are going to find the majority of the mega-project work going their way. “It does represent an opportunity for lawyers to be innovative and think outside the more traditional ways in ►► MEGAPROJECTS AROUND THE COUNTRY Queensland Northern Link tunnel – A$1.8bn Gold Coast Rapid Transit – A$1bn Brisbane Cross River Rail – A$8.2bn Sunshine Coast University Hospital – A$1.6bn New South Wales CBD Metro – A$5.3bn Victoria Regional Rail Project – A$4.3bn Parkfield Cancer Centre – A$1.5bn South Australia Royal Adelaide Hospital project A$1.8bn

which these projects have previously been delivered, in order to meet the needs of the market,” Jones says, adding that changes to delivery models must keep up with the changing market conditions.

“I think it is important to recognise that the changes to PPP delivery models need to be kept under review, in order to ensure that the changing market conditions as the GFC fades are reflected in the way in which these projects are designed,” he says.

The return of mega-projects is a boon to infrastructure practices across Australia. These are the deals that require cross-disciplinary legal teams solving the complex issues that come with the territory of working with up to 20 lenders, several developers and the government on a single deal.

Although the financial close of the Victorian desalination plant marked a return to the days when billion-dollar projects were back on the table, it is questionable when, if ever, the market will go back to the halcyon days prior to the financial collapse ALB

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profile | managing partner >>

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Australasian Legal Business ISSUE 7.12

profile | managing partner >>

alb 2009 managing partnerS series

Kevin Jaffe, Simpson Grierson

The changing of the guard After the retirement of chairman and rugby aficionado Rob Fisher, newly-elected chairman Kevin Jaffe packs into the Simpson Grierson scrum. He outlines his plans with ALB’s Renu Prasad

S

impson Grierson is rather like the New Zealand version of Corrs Chambers Westgarth.

Like Corrs, the firm has a good list of top clients and a fair share of the top transactions. But also like Corrs, Simpson Grierson is trapped by the entrenched market perception of what constitutes a top-tier firm.

As with Australia and its “Big-Six” firms, the New Zealand “Big-Three” of Bell Gully, Chapman Tripp and Russell McVeagh rolls off the tongue with suspicious ease. It might come down to a question of semantics, but good things just seem to come in threes – or multiples thereof. It was a cross which Rob Fisher had to bear for a decade, and upon his departure, this role of the Dentonesque martyr has passed to incoming chairman Kevin Jaffe. He is more than willing to take up the challenge.

Point of difference

Having advised on deals such as the Fisher & Paykel/Haier cornerstone investment and the Kirin/Lion Nathan acquisition, Simpson Grierson is undoubtedly part of the big league.

But is there a point of differentiation, other than involvement in the big deals, capable of distinguishing the brand? Jaffe points to the firm’s www.legalbusinessonline.com

culture, specifically the collegial nature of the firm, as that distinction.

“When you’re dealing with a big client, you’re showcasing the whole firm – all the skills of your partners.

You need to have a high degree of collegiality and strong rapport amongst partners. I think that really does come through to clients and it’s reflected in the service you give,” he says. “It shows in the confidence you have to bring other people in who you think can add value, rather than just doing everything yourself. You know what your partners can provide and the benefits they can give to the clients in certain areas.”

Jaffe says that he is not sure that top-tier competitor firms have the same collegiate culture. “Those firms are extremely successful, and there’s no right or wrong way to do things, but that’s the sort of firm we are,” he says. That culture is also reflected in the structure of the firm’s partnership,

►► Jaffe’s strategies for the firm • anticipate the changing needs of clients • global outlook • open communication • whole firm approach • always deliver

which eschews an “eat what you kill” approach in favour of a system which sees profits shared more equally.

“If you are in an equal partnership, if you’re confident that everyone is contributing, that does drive the culture and how you service your clients,” says Jaffe. “If you look at competitors, they don’t necessarily have that same structure. Partner management is always a challenge, but if you can get the view of partners that everyone is contributing and there is an open and fair structure, then that lays the ground for a very good, positive culture.”

Present, future and Fisher

Jaffe speaks highly of the departing chairman Rob Fisher. “He was a very cohesive leader and had a strong business development focus around our commercial and banking & finance practices, which is where we’ve really pushed ahead over the last ten years,” Jaffe says. “He’s pulled together a very focussed and collegiate firm.”

It’s a strategy that Jaffe intends to continue. “Our focus as a leading firm is always going to be corporate and commercial and banking & finance – the international focus generally comes from those areas.”

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profile | managing partner >>

“When you’re dealing with a big client, you’re showcasing the whole firm – all the skills of your partners.

You need to have a high degree of collegiality and strong rapport”

Litigation and local government are sometimes cited as particular areas of strength for Simpson Grierson, but Jaffe says that the firm’s depth in these practice areas does not come at the expense of others. “I think [the local government and litigation focus] was a market perception and if you look over the last ten years, that’s changed. Particularly in the corporate sector, if you look in the M&A tables over the last six or seven years, we really are involved in most of the top deals – that’s always been the case, but we haven’t portrayed that as strongly in the market as we have in the last seven or eight years. There hasn’t been a change internally – it’s more about how we’ve been perceived.”

Green shoots

Jaffe says that over the past few months, he’s observed signs of a strengthening in commercial transactions. “You wouldn’t say it’s buoyant, but there’s been a definite pickup in that space, which was very quiet earlier in the year,” he says.

“Whether that is going to hold up or improve is hard to predict, but there’s no doubt we’ve experienced a significant flow of transactions.” Jaffe also believes that there is more to this upturn than simply investors shopping for bargains.

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“There is more focus on New Zealand as a place of opportunity; some of it is driven by entities being under financial pressure, but some of it is driven by investors seeing good opportunities. The change of government has also meant that New Zealand is seen as a more friendly environment to invest in – than perhaps was the perception a year or two ago.”

One source of work is the law firm network Lex Mundi and its regional counterpart, the Pacific Rim Advisory Council. Jaffe is a keen supporter of the network, but says that the requisite commitment for building relationships should not be underestimated. Relationship building is not limited to Lex Mundi – regular trips are made to meet with Magic Circle firms in the UK, among others.

“We put decades into those relationships and we think it pays to do that,” he says. “You can’t just join up and expect a whole lot of instructions to flow – it’s about building personal relationships and putting the time into it. Nothing happens automatically – we’ve had occasional secondments, the capacity for people to come in and use our offices. You really have to invest in those relationships if you expect to get something out.” ALB

Feature | service provider awards >>

At your

service ►► Summary – ALB Service provider awards winners

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Category

Gold

Silver

Bronze

Honourable Mention

Boutique Legal Recruitment Agency

Law Staff Australia

GR Law

Legal Personnel

Burgess Paluch, Integrity Legal

Recruitment Agency

Michael Page, Hays

Hughes Castell

Robert Walters

Hudson

Dictation/ Transcription Provider

Winscribe

Big Hand

Quickscribe

Speech Recognition Australia

Accounting and Practice Management System Software Provider

Aderant

LexisNexis

Leap Legal

OpenPractice

Document Management and/or Case Management Software Provider

LexisNexis

CCH

Autonomy iManage

Caseflow

Document Reproduction and Management Provider

LitSupport, Law In Order

elaw

Law Image Services

LexData

Tertiary Education Provider

Melbourne University

Sydney University

University of NSW

Monash University

Australasian Legal Business ISSUE 7.12

Feature | service provider awards >>

It takes more than just great lawyers to build a great law firm – and a variety of companies offer the services that allow practices to flourish. In the inaugural ALB Service Provider Awards, we highlight the very best offerings

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hese are the companies that find you rainmakers, ensure your cases run smoothly, and take care of the numbers. These are the service providers that make your firm a successful one. From recruitment agencies to dictation providers to case management software providers, there are many aspects to running a successful law firm that do not relate strictly to the practice of law.

The very best of these companies will be featured here – as chosen by the legal profession they serve.

Almost 200 of you answered the call to name the best service providers across the following categories: Recruitment Agency, Boutique Legal Recruitment Agency, Accounting & Practice Management Software Provider, Document Reproduction and Management Provider, Document Management and/or Case Management Service Provider, Dictation/ Transcription Provider, and Tertiary Education Provider.

After votes were counted and recounted, ALB judges were able to grant the most popular service providers the prestige of a Gold, Silver, or Bronze medal – or if they were close enough to the rest of the pack, an Honourable Mention. The difference between first place and honourable mention was a mere handful of votes in many of the categories and, when taking into account the fact that almost 200 lawyers took part in the voting, that is no mean feat. www.legalbusinessonline.com

Melanie Hawcroft,

general manager, Law Staff Australia

Margaret Heath,

director, Law Staff Australia

“Well-known for our perseverance, Law Staff Australia maintains a consistently high level of service to the legal profession through regular communication, commitment to quality and an ethical approach. Through honesty, know-how and successful results for our clients and candidates alike, we place professionals, legal secretaries, paralegals and shared services candidates across a range of legal environments”

Boutique Legal Recruitment Agency Law Staff Australia

GR Law Legal Personnel Burgess Paluch, Integrity Legal

L

aw Staff Australia is a specialist recruitment agency with a long tradition of filling vacant roles for firms, ranging from catering staff to legal professionals and management.

Catherine Neil, HR manager at Henry Davis York, has been using Law Staff Australia for the past six years and says the agency has been able to help

fill even the most difficult positions.

“They’re very consistent with finding the right people for the roles and that’s what I like about them – that nothing’s too difficult for them to tackle,” Neil said. “I get some unusual roles that come up in areas like precedents and different IT roles and they always come up with the goods.”

Neil says it is their understanding of the unique needs of a law firm that makes the agency her top choice. “I’d say for us they would be our first pick.

Their longevity in the business and their understanding of the market really makes them stand out. We go to them because of the relationship but also because of their expertise in the area,” she says.

The agency’s commitment to client service and delivering high-quality candidates also stood out for Neil. She says that Law Staff Australia makes the effort to know and understand her business so they can provide the firm with the right candidates.

“They’re very consistent with finding the right people for the roles and that’s what I like about them” Catherine Neil, Henry Davis York 47

Feature | service provider awards >>

Recruitment Agency

Grahame Doyle,

regional director, Hays

Michael Page , Hays

“We work in close partnership with our clients and are a trusted career advisor to our candidates through the good times as well as the challenging ones. Our interest doesn’t stop at the introduction. We strive to go that one step further; before, during and after the recruitment process”

Hughes Castell Robert Walters Hudson

A

LB voters picked Hays as the top overall recruitment agency. – taking the gold medal after narrowly edging out Michael Page and Robert Walters. Hays Legal first started providing recruitment services more than 18 years ago but did not open an office in Sydney until 2001. That was followed by offices in Melbourne

and Brisbane in 2002. Hays now has 11 consultants nationally, working for both law firms and in-house clients.

“We understand the difference the right role can make to a person’s life and the impact one person can have on a business,” says Grahame Doyle, Hays regional director. “Many of our consultants were practising lawyers prior to choosing a career in recruitment. We aim to share our knowledge and expertise to the benefit of our candidates and clients alike.”

Doyle says that, by truly understanding its clients and

candidates, the agency is able to help people and companies achieve a lasting impact. “We understand the real challenges that faced lawyers this year,” he says. “We empathise with them and are in a position where we can offer advice, guidance and, most importantly, options.” To keep at the forefront of the industry, Doyle says Hays is committed to going that one step further – maintaining a close relationship with both clients and candidates throughout the recruitment process. “Our interest doesn’t stop at the introduction,” he explains.

Dictation/Transcription Provider Matthew Weavers,

Winscribe

CEO, Winscribe

“Obviously we’re really pleased that we won the award primarily because it’s something that’s been voted on by our customers. It’s receiving accolades from our customer base that really is the highest reward we could ever ask for. Our focus is all about customers and for them to tell us we’re doing a good job it’s certainly very pleasing”

Big Hand Quickscribe Speech Recognition Australia

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inscribe was started in 1995 after its sister company was asked to develop a digital dictation solution for a New Zealand hospital.

The people working on the project realised there was a wider demand for the development, forming Winscribe to market the product internationally.

The company now has offices in the UK, US and Switzerland to complement its existing offices in New Zealand and Australia.

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“When we put the Winscribe product together we looked at it from the point of view of what the user wanted – rather than what the existing system delivered,” says Winscribe CEO Matthew Weavers. “And, because we didn’t have an awful lot of exposure to existing systems, we delivered exactly what the customers wanted.”

In Australia, law firms account for half of Winscribe’s business and the company has become an industry favourite – despite not opening its first office in the country until late

last year. Winscribe finished above its competition and Weavers attributes that to the fact that it has always been innovative, in terms of adopting technology and adapting it to meet the needs of its clients.

“We utilised things like local area networks (LAN), wide area networks and later the Internet as well,” he says.

“I think it was more customer-focused when we produced the product than it had been in the past, and therefore the product was quite differentiated when it first came on the market.”

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Feature | service provider awards >>

“Our general counsel services involve more senior lawyers who are often involved in strategic decision-making within the organisation�

Shane Barber, Truman Hoyle

www.legalbusinessonline.com

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Feature | service provider awards >>

Accounting and Practice Management System Software Provider Aderant

LexisNexis Leap Legal OpenPractice

A

LB readers chose Aderant as their preferred provider of practice management system software. Voters described the software’s functionality – as well as the support offered by the Aderant team – as key reasons why they voted for the US-based provider.

“It really is the most fundamental

Don Howren,

senior vice president, Aderant “We are tremendously honoured to receive the gold medal. This industry recognition validates our strategy of providing law firms with advanced business management applications backed by outstanding professional services and world-class product support. Our focus on client service, on helping our clients achieve their goals, is the foundation of our success throughout Australasia”

productivity application in the firm, not just financial management but also risk and compliance,” says Deacons project manager Lionel Bird.

Bird is currently overseeing 30 projects relating to his firm’s merger with Norton Rose, which comes into effect from 1 January, 2010. “As it happens, Norton Rose use Aderant as well which makes things easier,” Bird says. “One of the highlights around the service offering is that Aderant is a global product.”

Once Deacons and Norton Rose merge, the group will have 30 offices

in 23 countries using 13 currencies, he says. The Aderant software has “become quite significant in preparing for the merger”. And support from the company, which has had a relationship with Deacons stretching back to 2002, has been very good.

“It’s fair to say it’s a trusted relationship,” Bird says. “It’s good to be able to talk directly with senior people in the US.” Deacons has seen significant growth since it first started using Aderant software and the fact that the software has been able to keep up is a testament to its flexibility.

Document Management and/or Case Management Software Provider LexisNexis

CCH Autonomy iManage Caseflow

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exisNexis, which narrowly missed out on sharing the top spot in the previous category, was voted as the best case management software provider. TJ Viljoen, CEO of LexisNexis Pacific, says that the award is a “fantastic” result for the business. “The awards demonstrate our commitment to developing worldclass practice management solutions integrated with legal information for our clients, ensuring their agility in a 50

TJ Viljoen,

CEO, LexisNexis Pacific “This is a fantastic result for LexisNexis. We are honoured and pleased to see that our dedication to practice management and our strategy to continue to enrich legal research has been recognised. The awards demonstrate our commitment to developing world-class practice management solutions integrated with legal information for our clients, ensuring their agility in a fastpaced, competitive and constantly changing legal business environment”

fast-paced, competitive and constantly changing legal business environment,” he says.

LexisNexis’ Visualfiles application is the document management system gaining all the credit for the company.

The Legal Aid Commission of Tasmania was established in 1991 to increase access to legal and social justice for all Tasmanians through the provision of representation, advice and education on legal issues. They use Visualfiles to manage its vast case management workload that can handle the tens of thousands of cases that are processed by the Commission each year.

Deacons uses a number of LexisNexis’ software solutions, including the client relationship management system Interaction and Visualfiles, which is utilised in its insolvency & restructuring practice. “We use the client relationship management system called Interaction which is a LexisNexis product – as it happens Norton Rose use that product as well and it integrates significantly into Aderant,” Deacons program manager Lionel Bird says. “I suppose it reflects their respective position that the providers have and how important it is to have those global relationships.”

Australasian Legal Business ISSUE 7.12

Feature | service provider awards >>

www.legalbusinessonline.com

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Feature | service provider awards >>

Document Reproduction and Management Provider

LitSupport, Law In Order

elaw Law Image Services LexData

Julian McGrath,

managing director, Law In Order

“The award to us is a great achievement for 10 years of hard work. We are excited by the award and will take this as an incentive to keep improving our services. An example of this is introducing the market leading case management software, Relativity, providing early case assessment and accelerated review, ensuring our position as the leading provider of document reproduction and management services”

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W

hen you have almost 200 legal professionals voting to select their top service providers, it is surprising that there would be a tie for first place. However, in the document reproduction and management provider division of our Awards, there is a tie.

Law In Order and LitSupport both had incredible backing and have taken out the top spot in this category.

Australasian Legal Business ISSUE 7.12

Feature | service provider awards >>

Law In Order recently celebrated its 10 year anniversary of providing outsourced document reproduction and management services to law firms and government agencies. Set up in Sydney in March 1999 by md Julian McGrath, who was a paralegal for more than six years at Ebsworth & Ebsworth before deciding that he would be better suited to servicing lawyers than becoming one.

And the firm he founded quickly grew.

“Our growth during that time was based on the premise that while our competition was set on capturing the top-tier firms, we believed there

says. “As a result we gained the trust of the top-tier and now count many of them as our clients,” he adds. McGrath says that understanding the pressures placed on law firms every day makes Law In Order stand out from the crowd.

The company provides everything from general photocopying and scanning to high-level electronic evidence discovery and hosting.

LitSupport started business four years prior to Law In Order, when Val Pitt started working on document management projects from home, for the partner of a law firm she worked

“What started out as a few overflow projects from one firm then spiralled to a full-time workload” Val Pitt, LitSupport was a hole in servicing the mid-tier and smaller firms. That allowed us to develop a large client base and grow at a similar rate to those firms,” he

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with before the birth of her second child took place.

As she became busier, she realised there was a gap in the market for

specialist legal document management services. “What started out as a few overflow projects from one firm then spiraled to a full-time workload,” she says. “The business began in 1995 as a solo effort from my living room and has grown into a medium-sized operation with offices now in Sydney, Melbourne and Brisbane.”

Pitt says that since document management is not a regulated industry, LitSupport has taken the initiative in setting the standard.

The company has driven industry innovation in three key areas, she says, by being the first legal bureau to receive ISO Accreditation in Australia, the first to introduce online ordering and job tracking, and the first (and only) company to become a Good Environmental Choice certified supplier. LitSupport separates itself from the crowd “by doing our job better than they can,” Pitt says.

“Legal photocopying, printing, scanning and document management is our core business – whereas a law firm’s is legal services.”

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Feature | service provider awards >>

Tertiary Education Provider lawyers and in-house counsel to Melbourne University

Sydney University University of NSW Monash University

M

elbourne scored another victory in its intra-state rivalry against Sydney, with Melbourne Law School beating off strong competition from Sydney University to secure the coveted Gold medal in the ALB Service Provider Awards. Melbourne University was the first to teach law in Australia and has been providing

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Australian companies and law firms for generations.

“This is a faculty at the vanguard of legal education firmly committed to offering Australia’s most globalised program of instruction, complemented by opportunities for our students to immerse themselves in experiences that will open their minds to the full range of possibilities that a qualification in law offers,” says Professor James Hathaway, Dean of the Law School.

It is the only Australian member of the London-based Centre for Transnational Legal Studies – a joint venture of ten leading international law schools – and is the only Australian member of the Association of Transnational Law Schools (ATLAS), a consortium of international universities, he says. Hathaway says that the law school will continue to initiate changes to ensure that Melbourne remains at the pinnacle of legal education in Australia, while

taking its place as one of the leading law schools in the world.

One change was the implementation of a mentoring system for its students.

“From 2009, first-year students have the opportunity to be paired with a legal professional in their area of interest,” Hathaway says. “The program will support students’ formal academic training by providing a link to the profession and exposure to the practical realities of working in the law.”

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Feature | service provider awards >>

www.legalbusinessonline.com

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ALB special report | NZ South Island >>

Southward bound

ALB looks at the unique challenges for North-based New Zealand firms in the South Island market

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umorously or otherwise, New Zealand’s south islanders often refer to themselves as “mainlanders” – but the latest economic indicators may introduce a somewhat sobering note to the mock north-south rivalry. While the NZX50 enjoyed 13% growth in the first quarter of 2010, Deloitte’s South Island Index declined by 5.3%, losing NZ $166m.

While South Island business optimism lags behind that of the North, there are some positive indicators. A Hudson survey of employer sentiment reported an improvement in confidence – although only a very modest one. Two per cent of South Island employers intended to increase permanent staff levels during the first quarter.

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There is clearly a limit, however, on the extent to which these trends can be related to the legal services sector. Bell Gully chairman Roger Partridge says that it is difficult to make generalisations about the performance of South Island workflows in comparison to the north, and this appears to be the general consensus. While national firms have identified practice areas – such as resource management – which they regard as performing particularly well on the South Island, the firms have not suggested that there is a dramatic variation in the fortunes of their North and South Island offices.

Private clients

Given the relatively smaller size of the

southern legal market, it comes as no surprise that local law firms are smaller than their North Island counterparts.

“You could count on your fingers the number of large South Island firms; meanwhile there are many moderatesized firms with maybe four or five partners,” says Janice Fredric, the CEO of Christchurch-headquartered law firm Duncan Cotterill.

Private client work is typically a staple of South Island firms and this legacy can be seen in those practices which have gone on to develop a national presence.

Duncan Cotterill was originally founded as a private client firm – and still retains this aspect of its business. Anthony Harper is another firm which has a private client team.

Australasian Legal Business ISSUE 7.12

ALB special report | NZ South Island >>

The practice may not always constitute a major part of a firm’s activities, but it is still a welcome balance during a downturn. “Having a private client base helped insulate us from the GFC,” says Fredric. “People still need wills or trusts, they still have to buy houses and family disputes still happen.”

Good from afar

The challenges of a national firm entering the South Island market are well documented, such as alleged parochialism in some centres and different expectations as to price, which stem from salaries often being offered at lower levels than in Auckland and Wellington.

Some national firms such as Bell Gully and Russell McVeagh have not found it necessary to open offices in the South. “We haven’t needed to have an office there to date,” says Partridge.

“But if there was client demand for it, we certainly wouldn’t rule out opening an office.”

Among the national firms which do have a South Island office, there is a divergence of strategy as to the appropriate range of services to offer.

Buddle Findlay sees its Christchurch office as an essential part of its national partnership and has a full service offering in the South Island. “It doesn’t make sense to be too narrow and it would also affect your ability to respond

“The work we do in Christchurch is not necessarily different from the work we do in other offices – we serve a very wide spread of clients” John Buchan, Buddle Findlay

►► performance of the Deloitte South Island Index against Nzx 50 1.15 1.10 1.05 1.00 0.95 0.90 0.85 0.80 0.75 0.70 0.65 0.60 0.55 0.50

NZX 50 Gross Index Deloitte South Island Index

30/03/2008

31/12/2008

31/03/2009

30/06/2009

30/09/2009

Source: Deloitte South Island Index tracks the performance of more than 30 listed companies with a registered office and/or a large part of their operations in the South.

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“We have a client-driven strategy where we will offer capabilities and experience that perhaps might not be common in that market” Kevin Jaffe Simpson Grierson

to and anticipate client needs,” says partner John Buchan. “The work we do in Christchurch is not necessarily different from the work we do in our other offices – we serve a very wide spread of clients.”

Simpson Grierson is another national firm to have a Christchurch office, but the aim is not to provide a full service offering. Rather, the firm’s strategy is to target high-level work which may not be catered for in the local market. Chairman Kevin Jaffe says that Simpson Grierson made a conscious decision to keep a low profile in Christchurch and not take on local firms. “It’s not sensible to compete with firms that have been here for generations. People prefer to support their local community and to use local lawyers,” says Jaffe.

“We’re not here to take away work from local providers or to promote ourselves as the new boys in town – we have a client-driven strategy where we will offer capabilities and experience that perhaps might not be common in that market.”

Chapman Tripp has one of the largest South Island offices of any national firm, and the range of work undertaken

tend to deal with the government or larger corporates in Auckland,” says Kensington Swan partner Quentin Lowcay. “We have a very large Wellington office and a good sounding base for South Island work, and not having an actual South Island office hasn’t been a limiting factor.”

Quentin Lowcay, It is a point which is Kensington Swan also borne out by the fact that a lot of the business undertaken by national firms for southern clients does not necessarily have a geographical nexus with the location. South Canterbury Finance’s NZDX-listed bond offering and Pyne Gould’s capital raising are two examples of work undertaken

by Bell Gully for southern clients – with an eye on the national investment community and beyond.

But not surprisingly, firms which do have a South Island office disagree that it is possible to service clients from a northern base. “Having a presence is important, both for perception and reality,’ says Buddle Findlay’s Buchan.

“It’s a relationship-based industry – there’s nothing like sitting across the table from someone.”

“We are tracking fairly well. We were waiting for the train wreck to arrive, but it never came” Janice Fredric, Duncan Cotterill is similar to that of its other offices, with core practices such as property, resource management, restructuring and insolvency. But do national firms need a presence in Christchurch at all?

There is an argument that with digital communications technology and the fact that typical clients operate nationally or globally, a strong Wellington presence would suffice.

The opportunity to be exposed to North Island ‘best-practice’ is also thought to be an advantage for South Island clients – who may well have a North Island focus themselves. “So many of our clients on the South Island are doing business elsewhere in New Zealand – for example, Christchurch has a lot of technology companies which 58

Economic recovery

While indicators have been flat, there are many who believe that this circumstance needs to be interpreted within the context of what is alleged to be South Island conservatism. The result is that while the south did not reach the same dizzying heights as did Auckland during the boom years, it also did not reach the same depths during the GFC. Evidence on this point, however, is ambiguous. National firms have not reported any significant variations in workflow derived from South Island activity during the GFC, but this may be a reflection of the particular mix of work undertaken. “We rode out the GFC as well as we could have hoped,” says John Buchan. “I would say that the patterns Australasian Legal Business ISSUE 7.12

ALB special report | India 09 >>

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“We haven’t needed to have an office there to date. But if there was client demand for it, we certainly wouldn’t rule out opening an office ” Roger Patrridge, Bell Gully

are consistent across the firm.”

Duncan Cotterill has had good growth in its Nelson office but Christchurch has been fairly flat. Yet Fredric says this is not as much a reflection of the market as the particular circumstances of the firm, where one partner had retired and another had moved to another position.

Nonetheless, the CEO agrees with the proposition that the financial crisis hasn’t wrought the expected havoc upon the firm. “We are tracking fairly well.

We were waiting for the Janice Fredic, train wreck to arrive, but Duncan Cotterill it never came,” she says.

Fredric says the litigation and environmental law practices are particularly busy in the Christchurch and Nelson offices. “Aquaculture is particularly big in Nelson. More broadly, work under the Resource Management Act is driving a lot of activity.”

The recent change in the government has also brought legislative changes in the resource management area, designed to simplify the scheme and eventually reduce the number of disputes. Phase Two of the reforms – which aim to provide greater central government direction on resource management, improve the economic efficiency of implementation and eliminate the duplication of processes under the Act – is currently in process.

The aquaculture, water and infrastructure provisions will come under particular scrutiny.

“Electricity generation and securing New Zealand’s long-term electricity needs – particularly using sustainable energy sources such as wind and water – is a major area,” Roger Partridge, says Partridge. And Bell Bell Gully Gully has been active in the wind energy sector, most recently advising Meridian Energy on the complex project consent process required for establishing wind farms.

Water fight

The battle over water rights under the Resource Management Act remains a source of much claim and counter-claim in the drier regions of the South Island.

Canterbury, in particular, has been the 60

source of some hard-fought disputes over water allocations.

At stake is the right to maximise the profitability of land use and the increased value and productivity of irrigated land.

While in the past farmers have been content to use the land for sheep farming, there has been a collective recognition of the benefits of switching to more lucrative land use, such as dairy farming and vineyards, which require more water.

Buddle Findlay partner in the Christchurch litigation team Rachel Dunningham says that the situation has reached a crisis point for several reasons.

“Much of the available water has been allocated, or is nearly fully allocated, in which case there is a “gold rush” situation where people are anxious to secure an allocation before the supply ends,” she says. “Secondly, the Canterbury Regional Council has made the decision that there has been an over-allocation of water in some areas and is looking to cut back, which raises another set of issues.”

Dunningham is also Rachel advising the Central Dunningham, Buddle Findlay Plains Water Trust on a controversial plan to take the remaining water allocation from the Waimakariri and Rakaia rivers for use in irrigation. She says there are a number of key issues which need resolution by the courts, including the establishment of priority between competing applicants for water rights and how priority is determined.

Clearly this is as much a political issue as a legal one. Projects to establish water storage for irrigation, including the Central Plains Water project and, more recently, a proposal to dam a branch of the Hurunui River in North Canterbury have met with strong opposition from affected landowners and conservationists.

“It is hoped that the recently released draft “Canterbury Water Management Strategy”, which is the culmination of several years of consultation between the local authorities and key stakeholders, will provide a blueprint for facilitating storage options and further irrigation development, in a way which has buy-in from recreation and conservation interest groups,” Buddle Findlay’s litigation partner says. ALB Australasian Legal Business ISSUE 7.12

ALB special report | India 09 >>

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Feature | interview >>

In-house perspective

Bovis Lend Lease: Rashda Rana

Constructive advice Barrister, private practitioner, general counsel – Bovis Lend Lease GC Rashda Rana has seen the legal profession from all angles since first starting out in construction law in England. She shares her story with ALB

I

t’s become increasingly common for private practice lawyers to make the move in-house, but Rashda Rana adds a new twist to the familiar tale.

Rana started her professional career as a barrister in England in specialist construction chambers. When she made the move to Australia, she again resumed her practice at the bar in construction and general commercial matters. But change was beckoning.

“I wanted to have greater involvement in matters before they got to me,” she says. “When I took on matters as a barrister, I thought ‘if only the client had come to me six months or a year ago – the case might have been different’.”

As a result, Rana joined Holding Redlich in July 2008, yet the move from the bar to private practice proved to be challenging. “Suddenly you go from being self-employed to being in a partnership where the governance is different from what you’re used to,” she says. One aspect of private practice life which particularly struck her was the meetings – what she describes as a culture of having “lots of meetings – and then having meetings about meetings.”

“Those meetings are necessary because you are working in an internal organisation and you have to decide how you’re going to proceed – but coming from

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a barrister background it was different,” she says. “For instance, if I had a meeting as a barrister it was actually a work meeting. It was always about work, it was charged as work and actually went towards the issues in the case you were dealing with.”

Moving in-house

Rana enjoyed her year of private practice experience, but felt that the work still did not meet her desire for early involvement in legal matters.

“Private practice didn’t always allow that early involvement; you were still at the behest of the client,” she says.

By moving to the general counsel role at Bovis Lend Lease (Australia), she, in effect, became the client.

Bovis Lend Lease is the project management, design and construction arm of integrated property company Lend Lease. Rana’s legal team has a threefold function in the organisation: advise on upcoming deals, act as counsel for projects already underway, and dispute resolution.

It is well established that many construction projects have been put on hold pending an easing of the availability of funding. Government attempts to stimulate the sector have had mixed results, but Rana says that the overall impact has been positive for Bovis Lend Lease. “We have had a variety of contracts in each state,” she says. Partly as a result of this workload, Rana is looking to recruit additional lawyers to join her current seven-lawyer practice team.

However, she says that this growth is not necessarily all attributable to an increase in construction work.

Rana also attributes it to a greater involvement by the legal team in the Bovis Lend Lease business – and also a pre-existing shortage of resources.

External counsel

Rana and her team are currently reviewing arrangements for external counsel. “We will probably set up panels for a number of areas – for example, one panel for OH&S advice,

“What I want to get away from is the notion that the legal team is just a 'tack-on'” 63

Feature | interview >>

Rashda Rana – career snapshot

• Barrister, Atkin Chambers, London. Specialist in building & construction law

1990 – 1992

• Solicitor, Morris Fletcher Cross, Sydney (firm subsequently merged with Minter Ellison)

1992 – 1994

a panel for disputes, a panel for PPPs and drafting and so on,” she says.

“We’re looking to have top-tier and mid-tier people to handle different types of work.”

Like many other general counsels, Rana is looking to reduce the size of the panels. “For each kind of expertise, we’re looking to have only two to three advisers and we’re going to limit the duration of those appointments,” she explains. “So rather than appointing a panel for five years, we’re going to limit it to say two years.”

Rana says that the reduction in panel size is an industry trend and explains what she hopes to achieve with the process: “If you have a few firms getting a fair share of work each, you’ll get economies of scale and efficiency, as firms get to know your business and understand the commercial imperatives. That’s the key question: are firms doing the work efficiently because they’ve got the right people? If 64

• Barrister, Nigel Bowen Chambers, Sydney.

Specialist in building & construction law

1994 – 2005

• Barrister, Hailsham Chambers, London

• Barrister, St James Hall, Sydney

2005 – 2006

they are ... it won’t cost me a packet.”

What constitutes good law firm service? “Availability,” says Rana promptly, “What I dislike is calling someone and not receiving a reply for a week. I deliberately put questions in my emails to speed up the process.”

Goals

While it’s early days yet, but Rana has one goal which transcends all others in the role: to make her team a fully integrated part of the business. “What I want to get away from is the notion ►► In-house lawyers: have you got an interesting story to share?

ALB is now shortlisting lawyers to be featured in our 2010 In-house Perspective series and welcomes submissions from lawyers who would like to be considered. Interviewees are usually at general counsel level, but we are happy to consider submissions from in-house lawyers of all backgrounds. Interested people should email renu.prasad@keymedia.com.au to discuss.

2007 – 2008

• Partner, Holding Redlich, Sydney

2008 –2009

• General counsel, Bovis Lend Lease

Current

that the legal team is just a “tackon”. There’s already been a cultural shift in the business here. There's recognition that legal can add value to a business or transaction by looking at risks earlier on, preventing risks from eventuating, and dealing with the risks that do eventuate,” she says. “I want the legal team to be as strong a spoke in the business wheel as any other spoke in the business – that will make for an overall stronger business.”

Outside her Bovis Lend Lease position, Rana is also an adjunct professor at the University of Sydney's Sydney Law School and teaches an undergraduate course in international commercial arbitration – the first undergraduate course in Australia taught on that subject. She is also heavily involved in industry organisations and is, inter alia, a founding member and the current secretary of the newly-formed Society of Construction Law in Australia. ALB Australasian Legal Business ISSUE 7.12

market data | capital markets >>

Equity Capital Markets TRANSACTIONS List Australia, New Zealand Oct 28-Nov 24 NB: Does not include transactions valued at less than than USD10m, best efforts transactions and private placements Issuer

Proceeds (USDm)

Issue date

Currency

Bookrunner(s)

Sector

Australia Myer Holdings Ltd

2000.4

29/10/2009

AUD

Macquarie Equity Capital Mkts, Goldman Sachs JBWere, Credit Suisse

Retail

ING Industrial Fund

425.9

28/10/2009

AUD

Deutsche Bank, Goldman Sachs JBWere, JP Morgan

Real Estate

Sims Metal Management Ltd

365.8

20/11/2009

AUD

UBS

Materials

Campbell Brothers Ltd

177.7

2/11/2009

AUD

RBS, JP Morgan

Consumer Staples

Macquarie Media Group

160.4

29/10/2009

AUD

Macquarie Equity Capital Mkts, RBS

Media and Entertainment

Apex Minerals NL

97.6

30/10/2009

AUD

Patersons Securities

Materials

Coal of Africa Ltd

94.6

29/10/2009

AUD

JP Morgan Cazenove

Materials

St Barbara Ltd

67.3

12/11/2009

AUD

Macquarie Equity Capital Mkts

Materials

Programmed Maintenance Svcs

48.1

30/10/2009

AUD

Macquarie Equity Capital Mkts

Consumer Products/Services

Boom Logistics Ltd

47.8

19/11/2009

AUD

RBS

Consumer Products/Services

Rex Minerals Ltd

38.8

17/11/2009

AUD

EL&C Baillieu

Materials

MEO Australia Ltd

25.0

17/11/2009

AUD

Morgan Stanley, EL&C Baillieu

Materials

VDM Group Ltd

23.5

13/11/2009

AUD

Patersons Securities

Industrials

309.4

11/11/2009

AUD

Goldman Sachs JBWere, Macquarie Equity Capital Mkts

Retail

New Zealand Kathmandu Holdings Ltd Source: Thomson Reuters

DEBT CAPITAL MARKETS TRANSACTIONS LIST Australia, New Zealand Oct 28-Nov 24 Issuer

Proceeds (USDm)

Issue date

Currency

Bookrunner(s)

Sector

Australia Westpac Banking Corp

3996.9

16/11/2009

USD

Bank of America Merrill Lynch, Citi, Deutsche Bank Securities Corp

Financials

National Australia Bank Ltd

2961.8

17/11/2009

EURO

Barclays Capital Group, JP Morgan, NAB

Financials

Commonwealth Bank of Australia

2226.5

4/11/2009

EURO

Commonwealth Bank of Australia, Credit Suisse, Deutsche Bank

Financials

ANZ Banking Group Ltd

1493.5

10/11/2009

EURO

Deutsche Bank, UBS

Financials

Westpac Banking Corp

1250.0

12/11/2009

USD

Morgan Stanley

Financials

CBA Govt Gtd

1249.1

18/11/2009

USD

Citi, Morgan Stanley, Commonwealth Bank of Australia

Government and Agencies

Commonwealth Bank of Australia

1000.0

30/10/2009

USD

Deutsche Bank Securities Corp

Financials

ANZ Banking Group Ltd

1000.0

18/11/2009

USD

Morgan Stanley

Financials

Bella Trust Series 2009-1

808.5

13/11/2009

AUD

Bank of Scotland, Macquarie Bank, JP Morgan

Financials

SMHL Securitisation 2009-3

728.2

17/11/2009

AUD

NAB

Financials

Woodside Finance Ltd

695.0

3/11/2009

USD

Citi, Deutsche Bank Securities Corp, JP Morgan

Energy and Power

National Australia Bank Ltd

498.4

6/11/2009

USD

Barclays Capital Group

Financials

FristMac Funding Series 2-2009

437.1

10/11/2009

AUD

HSBC, ANZ Banking Group, Macquarie Bank, Westpac Banking

Financials

Coca-Cola Amatil Ltd

399.6

28/10/2009

USD

Goldman Sachs, HSBC

Consumer Staples

Westpac Banking Corp

378.2

19/11/2009

CAD

Scotia Capital, TD Securities

Financials

Commonwealth Bank of Australia

344.0

30/10/2009

CHF

BNP Paribas SA

Financials

National Australia Bank Ltd

320.0

2/11/2009

CHF

UBS

Financials

Suncorp-Metway Ltd Govt Gtd

250.0

18/11/2009

USD

Deutsche Bank

Government and Agencies

Commonwealth Bank of Australia

146.3

3/11/2009

CHF

BNP Paribas SA

Financials

National Australia Bank Ltd

146.3

3/11/2009

CHF

UBS

Financials

AMP Bank Ltd

136.4

5/11/2009

AUD

HSBC

Financials

ANZ Banking Group Ltd

111.3

11/11/2009

JPY

Daiwa Securities SMBC Europe

Financials

ANZ Banking Group Ltd

100.2

6/11/2009

JPY

Citi

Financials

National Australia Bank Ltd

68.9

19/11/2009

AUD

BNP Paribas SA

Financials

Commonwealth Bank of Australia

47.3

16/11/2009

AUD

RBC Capital Markets

Financials

National Australia Bank Ltd

25.8

9/11/2009

HKD

BNP Paribas SA

Financials

National Australia Bank Ltd

20.6

13/11/2009

HKD

Hongkong & Shanghai Bank

Financials

National Australia Bank Ltd

20.0

20/11/2009

HKD

RBS

Financials

ANZ Banking Group Ltd

19.4

12/11/2009

HKD

Hongkong & Shanghai Bank

Financials

ANZ Banking Group Ltd

14.8

30/10/2009

HKD

Hongkong & Shanghai Bank

Financials

ANZ Banking Group Ltd

13.3

30/10/2009

HKD

Hongkong & Shanghai Bank

Financials

ASB Finance Limited London

117.0

12/11/2009

JPY

Daiwa Securities SMBC Europe

Financials

ANZ National Intl Ltd Govt Gtd

70.0

12/11/2009

USD

Daiwa Securities SMBC Europe

Government and Agencies

Christchurch City Council

35.9

2/11/2009

NZD

ANZ Banking Group

Government and Agencies

BNZIF-London Br

19.4

12/11/2009

HKD

HSBC

Financials

NEW ZEALAND

66

Source: Thomson Reuters

Australasian Legal Business ISSUE 7.12

market data | M&A >>

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70

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72

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