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International law firm networks flex their cross-border muscle

What do international firms and law firm networks have in common? Most would agree the main similarity is their cross-border appeal. The success of both relies in great part on international networks of firms which become a hook for clients searching for multi-jurisdictional capability.

For many networks, the average number of partner firms involved in a deal is still two, but a look at the key deals and projects involving major input across the piece prove that this is not a failure of the system.

“We anticipate that more jurisdictions will be involved in future deals,” Meritas president and CEO Tanna Moore says. “One of our member firms is working on a deal involving 20 of our member firms. Increasingly, businesses must not only be able to perform locally, but also on a global scale. For this to be feasible, they will require legal advice from other jurisdictions.”

“GCs are starting to see through the ‘emperor’s new clothes’ approach from global law firms.” ~ Michael Siebold

Interlaw chair Michael Siebold says that any change in this number will be entirely client-led, depending on the requirements of each deal or project.

“In some instances there could be a dozen jurisdictions involved in a piece of work, or it could be specific to just one location,” he says. “In our experience it averages out at around two to three jurisdictions, but that’s almost immaterial. What matters is that elite independent networks can flex to the needs of the client with the reassuring depth of expertise wherever they need legal advice.”

Referral systems, and referral tracking, has become the norm for both international firms and independent law firm networks seeking to improve the relationship between lawyers from different jurisdictions.

“Tracking referrals is just one piece of the ­puzzle – we want a clear understanding of how clients’ needs are evolving and how we can deliver a seamless service across continents,” Siebold says. “A robust process for tracking referrals has always been in place, but we are now monitoring and analysing more data to build a detailed picture of how work flows around the network. We have invested in an online digital directory with the capacity to hold more than 10 million individual data records, along with a bespoke client management and feedback system .”

“Every firm’s performance and feedback is reflected in a Satisfaction Index score.” ~ Tanna Moore

Moore adds: “We measure our success with Meritas’ referral reporting program, which has been a core part of our network since its inception. We track all referrals, get peer review feedback from referring firms and clients, and every firm’s performance and feedback is reflected in a Satisfaction Index score. Each firm’s score is available on our website.”

Origination

Deal origination is also changing for networks, with more referrals coming directly from in-house rather than a partner firm.

Lex Mundi, the only network to claim that most of its work involves more than five partner firms, says 50 per cent of its referrals come from clients and 50 per cent from partner firms.

“Tracking repeat business within the network is done by staying in touch with the clients and the firms they work with.” ~ Carl Anduri

“Our member firms provide aggregated referral information,” Lex Mundi president Carl Anduri says. “Tracking repeat business within the network is done by staying in touch with the clients and the firms they work with. More times than not the clients will continue to work with our firms and have new instructions.”

For others, clients are slowly gaining ground.

“Historically, deals originated from the clients of our network firms but this is changing,” Siebold explains. “General counsel are looking for quality-assured local expertise in every jurisdiction in which they operate and are starting to see through the ‘emperor’s new clothes’ approach from global law firms who take little more than a logo to some parts of the world. Whereas, the elite networks offer consistent quality throughout the world.”

That is not the rule for all.

“Most new deal work originates from member firms,” Harry Trueheart of TerraLex says. ­“TerraLex teams work together to identify opportunities and make collaborative responses to requests for proposals (RFPs). This will probably remain the case for some time considering the close relationships our members have with their clients, but TerraLex has an ever-growing community of corporate counsel we work with directly.”

Moore echoes this sentiment.

“Most deals at Meritas originate from our member firms and we don’t expect this to change,” she says. “Our firms are looking for a safe place to refer business, and we ensure this with our network’s culture, professionalism and tight quality controls.”

To see these referrals in action The Lawyer has tracked some of the biggest deals from the most prominent networks from point of origination to closing date.

Asia Investment

Interlaw firms represented Asia-based investors Hera Capital Partners Holdings II Pte Ltd and DSG Consumer Partners II in a two-week deal process to expand its business into South East Asia through franchise and/or licensing agreements with business partners in Indonesia, Japan and the Philippines.

The deal, which was originated by Singapore firm Colin Ng & Partners and managed by partner Bill Jamieson, involved three network firms; Indonesia’s Mochtar Karuwin Komar, Japanese firm Momo-o, Matsuo & Namba, and Philippines firm Quasha Ancheta Pena Nolasco.

The turnaround was quick, with firms completing the deal in two weeks with individual agreements with the final client. This was not the first time that Hera Capital Partners and DSG Consumer Partners used an Interlaw firm – they had a previous relationship helping them with their fund formation and investments.

A Cross-Border Sale

TerraLex firm Eugene F Collins acted for long-time client Ross Meadow Holdings on its acquisition of the entire issued capital of RIC Publications Pty Ltd, an Australian-based education publishing business. Their instruction on this matter was thanks to the firms’ involvement in the TerraLex network.

The firm called on Lander & Rogers in Australia, Duncan Cotterill in New Zealand and Fairbridges Wertheim Becker in South Africa to help lead on the transaction.

Eugene F Collins partner Eileen Grace, Lander & Rogers partner Deanna Constable, Duncan Cotterill partner Mark Cathro and Fairbridges Werthaim Becker partner Peter Watts led on the deal from their own jurisdictions.

The deal, which took six months to negotiate and was agreed in early February 2016, involved sales agreements in Australia and Ireland. The acquisition was also debt-financed by both senior and mezzanine debt.

Complexity arose in co-ordinating the legal firms and their time zones; the purchaser entity being controlled by an existing shareholder in the target; and the deliberately ‘light’ legal representation for the remaining shareholders who were selling to the purchaser, requiring Lander & Rogers (as purchaser’s lawyers) to design the seller’s data room and then extract the disclosure from the sellers to a level satisfactory to permit due diligence.

Ireland’s McEvoy Partners and Clifford Chance acted for the other party.

Tech Divestment

Lex Mundi firms acted for tech company NCR Corporation on the sale of its interactive printer solutions division (IPS), with worldwide operations, assets and employees.

Long-time adviser Womble Carlyle Sandridge & Rice tapped into its Lex Mundi network to offer legal advice on several continents. The Lex Mundi line-up also included Bass Berry & Sims in the US, Basham Ringe y Correa in Mexico, Ciaro & Cia in Chile, Gide in France, Afridi & Angell in the UAE, and Simpson Grierson in New Zealand.

The matter required complex advice due to the transaction structure and multi-jurisdictional nature of the operations. Each jurisdiction required documents including specific provisions. The team addressed the transfer of the assets and real estate, employment and various merger laws.

The first phase was successfully closed in 2016 and included all IPS operations worldwide other than in the Middle East and Africa.

“I think going more and more online, reaching out to internet and social media offerings is probably the way to go in terms of development.” ~ Julia Charlton

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