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Hogan Lovells advises Ingredion on its £185 million acquisition

International law firm Hogan Lovells has advised NYSE-listed firm Ingredion, a leader in the plant-based ingredient solutions market, on its £185 million acquisition of PureCircle, a London-listed producer of stevia sweeteners. The acquisition advances Ingredion’s specialties strategy for sugar reduction and will support future sales growth.

The takeover was implemented by way of a scheme of arrangement with PureCircle shareholders having the option to receive cash or shares in the Ingredion Bidco. Ingredion have also invested a further US$130 million into PureCircle by means of an equity injection, and a result of this acquisition will control 75 percent of PureCircle. The transaction was announced in April, though completion was subject to the satisfaction of a number of conditions, including obtaining antitrust clearance in the United States.

The corporate team was led by corporate partners Maegen Morrison (in London), together with Bill Curtin and Richard Parrino, based in Washington, D.C. They were supported by teams in China, the United States, Belgium and London across a variety of practice areas including antitrust, corporate, data protection, employment, employee share schemes, IP, real estate, and pensions.

Commenting on the deal, partner Maegen Morrison said: “It has been a pleasure to work with Ingredion on its first public acquisition in the UK. The transaction is yet another example of the breadth and depth of our global practice and our ability as a firm to work seamlessly across jurisdictions and practices, in close conjunction with our client’s legal and deal teams, even when working remotely.”

Global Head of M&A, Bill Curtin added: “We are honoured to serve as M&A counsel to Ingredion, drawing upon our ability to execute cross-border transactions in regulated industries and by providing our global resources to promote our clients’ continuing success.”

Law firms collaborate on industry first to accelerate tech adoption

DLA Piper is amongst six international law firms which have developed a Protocol to help deliver a globally consistent approach to the use of online case management platforms in international arbitration. It is anticipated that the Protocol will be of significant value to arbitration practitioners, parties to international arbitrations and to arbitrators as they adapt to the increasing use of technology in dispute resolution, a development which has been accelerated by the COVID-19 pandemic.

The Protocol, which is a product of collaboration between DLA Piper, Herbert Smith Freehills, Ashurst, CMS, Hogan Lovells and Latham & Watkins, has been in development since May 2019. It aims, amongst other things, to improve arbitral participants’ ability to meet their obligations relating to data handling and cybersecurity in a way which is both practical and cost effective. It is also intended to facilitate efficient and secure document sharing.

The initiative to produce the Protocol reflects a common need that had been identified by lawyers who are engaging directly with a changing legal landscape in which the use of technology and digitisation are assuming ever growing prominence. Particular features of that in international arbitration include the greater focus which Arbitral tribunals are having to give to cybersecurity and data protection, the recognition following the pandemic that much if not all of the arbitral process can be done virtually and the revisions which arbitral institutions are making to their procedures as, for example, they look at the ways in which they can operate through online data hosting platforms.

With this Protocol the six firms have worked together to produce guidance that will help to foster greater understanding of those and other issues, and assist the arbitration community to take a consistent approach. It is of global application, deliberately flexible in approach, and relevant to all forms of international arbitration. In addition to providing guidance to parties to an arbitration, their lawyers, tribunal members and arbitral institutions, it is hoped that it will also contribute to the way in which technology developers and providers tailor their legal tech offerings and develop new products.

Maria Scott, Senior Associate at DLA Piper, and member of the Protocol’s working group, commented: “DLA Piper is proud to be a part of this collaborative initiative, which aims to drive real and beneficial change in the way proceedings are managed around the world. This fits well with our firmwide radical change agenda which addresses the increasing role that technology and innovation is playing within the legal sector. It was, therefore, a natural step for us to work with other firms to develop this comprehensive and practical guidance to assist arbitral users in navigating the online case management options available to them when seeking to store, share and manage data securely.”

Charlie Morgan, Senior Associate and Digital Law Lead (UK) at Herbert Smith Freehills, who chairs the collaborative working group, added: “This protocol will help drive discussion and consensus within the arbitration community and with relevant technology providers about the need for and functionality of online platforms in arbitration. Given the fantastic input from various arbitral participants to date, this guidance will support more informed, streamlined and effective decision-making about the adoption and use of online platforms in international arbitration. It will also herald the development of more sophisticated platform options that continue to meet the evolving needs of arbitration users.”

James Carter, Partner at DLA Piper, also commented: “The guidance set out in the draft Protocol will help to drive the effective and consistent use of sophisticated new technologies in international arbitration in a way which not only delivers efficiency of process but contributes to the confidence which parties have in arbitration as a method of dispute resolution. If it is to remain such a popular method of dispute resolution, international arbitration must adapt and embrace new practices, particularly as regards the use of technology. This Protocol will materially contribute to that by providing valuable guidance to users of international arbitration around the world.”

Hogan Lovells associate duo named on Yahoo Finance EMpower list

Hogan Lovells associates Sengova Kailondo and Ademola Bamgbose have been named in The EMpower Top 100 Ethnic Minority Future Leader Role Models 2020, which celebrates the achievements of black, Asian and minority ethnic (BAME) business leaders who are helping to make the workplace a more welcoming place for ethnic minority employees.

At Hogan Lovells, London-based banking associate Sengova is an active member of the Steering Committee of our Multicultural Network, as well as our newly established employee network, Race and Ethnicity at Hogan Lovells (REAHL). REAHL focuses on the progression, retention and inclusion of BAME employees.

His efforts helped see an increase in the recruitment of employees from BAME and lower socioeconomic backgrounds. Further, Sengova mentors BAME students through firm programmes in collaboration with Rare Recruitment, a specialist diversity recruitment company, and has spoken on numerous panels to hundreds of students.

He also works with Urban Synergy, an organisation that helps young people reach their full potential, where he inspires students to pursue careers in the City. In addition, he is co-treasurer of NOTICED, the UK’s first inter-firm D&I network aimed at promoting networking opportunities to celebrate diversity across the legal sector.

International arbitration associate Ademola also sits on the steering committee of both our REAHL and Multicultural Networks at Hogan Lovells. Admitted to practice in Nigeria, England and Wales, he has previously undertaken a litigation secondment at a FTSE 100 company in London and spent some time at the ICC Court of Arbitration in Paris and a leading commercial law firm in Lagos.

Ademola mentors BAME lawyers and students and takes a front seat in driving Hogan Lovells’s diversity and inclusion agenda. He co-founded Africa Arbitration, a platform designed to promote black practitioners across the globe. He is a Regional Representative (Africa) at the London Court of International Arbitration – Young International Arbitration Group, director of the Africa Arbitration Academy and Honorary Lecturer (international arbitration) at Nigeria’s premier university, University of Ibadan.

He regularly features on leading media platforms and contributes to the discourse on diversity especially in international arbitration.

All those listed were nominated by peers and employees. Nominations were then reviewed by EMpower’s judging panel, which included head of Yahoo Finance UK Lianna Brinded. The panel scored nominees on: the influence of their role; their impact on ethnic minority inclusion inside and outside the workplace; and their business achievements.

Hogan Lovells advise ISOC Group in latest acquisition

The Hogan Lovells Warsaw Office have advised ISOC Group in the acquisition of the A and B buildings of the Silesia Business Park from the Swedish investor, Niam.

The Silesia Business Park is located in the most dynamic business district in Katowice, Poland and the transaction involved two class A office buildings with a leasable area of over 24,000 sq.m. The transaction means that ISOC Group will become the exclusive owner of the entire Silesia Business Park complex and the acquisition marks another real estate investment of the ISOC Group in the Polish market.

ISOC Group is a real estate and industrial infrastructure investment company based in the Philippines, with stakes in telecommunications, logistics and cold chain. In 2019, ISOC was shortlisted for the real estate Eurobuild Investor of the Year award.

On the Purchaser’s side, the transaction was executed by counsel Bartosz Clemenz; Head of Hogan Lovells Warsaw real estate practice, partner Marek Grodek, supervised the transaction and coordinated the multidisciplinary legal team. The full real estate transaction team comprised of senior associates Ewa Kraszewska, dr Katarzyna Sulimierska, associate Adam Nowosielski, as well as lawyers Paweł Gnaś, Daria Kostewicz and Karolina Samocik. Partner Piotr Zawiślak, and senior associate Mateusz Dereszyński advised on the financing aspects of the transaction while counsel Ewa Kacperek, and Weronika Wołosiuk advised on IP law.

This is another significant deal concerning Asian investment into commercial property in Poland, which the Hogan Lovells Warsaw office have recently been involved in.

Hogan Lovells secures major win in patent dispute case

A Hogan Lovells team from New York, Washington DC, and Northern Virginia have secured a major win for BASF in a three-week jury trial in the Eastern District of Virginia.

The case was one of the largest patent disputes in the United States, involving 350 claims from 17 patents and five different patent families. The underlying technology at issue involves the ability to use plants to make health-critical omega-3 fatty acids (now primarily available through fish products). Australian entities CSIRO, Nuseed, and GRDC sought royalties through December 2034.

Hogan Lovells defeated claims involving 13 patents through successful pre-trial claim construction, and by succeeding at trial in demonstrating to the jury the invalidity of certain patents, and co-ownership of others stemming from a previous collaboration. For the four remaining patents with terms expiring in 2025, the team persuaded the court not to issue an injunction and define a royalty rate a fraction of that sought.

“We are pleased to have obtained such a strong result for BASF,” said Hogan Lovells partner Arlene Chow. “One of the interesting aspects of this case is the team that went to trial was a strongly diverse team at both the partner and associate level. In a day and age when clients say they are looking for diverse legal representation, we are pleased that BASF supports diversity in high stakes matters.”

The Hogan Lovells team included partners Arlene Chow and Ernest Yakob in New York, Anna Kurian Shaw in Washington DC, and Tom Connally in Northern Virginia. The team also included senior associates Nitya Anand and Jared Schubert, and associates Takashi Okuda and Una Fan, in New York, and associate Tom Hunt in Northern Virginia.

Hogan Lovells and Reed Smith advise on the sale of Softomotive

Hogan Lovells and Reed Smith have both played advisory roles in the sale of Softomotive, one of the leading worldwide providers of Robotic Process Automation solutions, to Microsoft. The addition of Softomotive brings Microsoft closer to its 2020 resolution to ’empower tech intensity in its customers and partners’ including in RPA, which is forecast to reach an estimated $7.2 billion by 2025.

The Hogan Lovells team advising the shareholders of Softomotive, including UK-based growth equity firm Grafton Capital, was led by corporate partner Richard Diffenthal, with support from senior associate Simon Grimshaw and associate Joseph Platt (corporate), partner Karen Hughes and senior associate Tom Eyre Brook (UK tax), partner Fiona Bantock (ESI), partners Nancy O’Neill and Kurt Lawson and senior associate Caitlin Piper (on US Tax) and partner Matt Eisler and counsel Ryan Adrian (US corporate).

The Reed Smith team advising Microsoft was led by corporate partner Mike Young, supported by partners Casper Fox (corporate), Gregor Pryor (entertainment & media), David Ashmore (employment), Ramsey Hanna (entertainment & media) and Anthony Poulopoulos (corporate), counsels Stephen Mooney (corporate), Christina Nikiforaki (regulatory enforcement), senior associates Tufayel Hussain (corporate) and Nick Breen (entertainment & media), and associates Harrison Stimson (corporate), Charlotte MacArthur (real estate), Haig Siranosian (litigation), Roch Glowacki (entertainment & media) and Tom Baxter (corporate).

Commenting on the transaction, Hogan Lovells partner, Richard Diffenthal said: “RPA is undoubtedly the future of IT automation and Softomotive have already proven to be pioneers and innovators in this marketplace. It was a real privilege to support Softomotive on this deal, and to work closely with co-founders Marios Stavropoulos and Anargyros Kaninis, as well as Oliver Thomas and his team at Grafton Capital.”

Mike Young, corporate partner at Reed Smith, added: “We are pleased to once again have supported Microsoft on an important acquisition that ensures they remain at the forefront of RPA solutions.”