caset study lecture notES PDF

Preview

Summary

lectures notes for pol3060. These are helpful in order to create a good essay and good exam marks....

Description

Joe’s Diner Takeover Response to request for proposal

Please note, the model answer provided is very detailed and contains more information than you need to cover.

1. General Firm Introduction Slaughter and May is a leading international law firm recognised throughout the business community for its commercial awareness and commitment to clients. We advise on high-profile, ground-breaking and complex transactions and deliver bespoke solutions to clients. We advise clients on their corporate and financing transactions. We also advise on Financial Regulation, Competition, Intellectual Property and Information Technology, Disputes and Investigations, Real Estate, Tax and Pensions and Employment. We support clients internationally. We provide clear legal advice that spans not only the globe, but also tackles cultural nuances between jurisdictions. Our lawyers understand how to coordinate and manage matters in the jurisdictions that matter to you. Innovation and continuous improvement are at the core of what we do. So we constantly challenge ourselves to drive greater efficiency and effectiveness in the delivery of our legal services and pass these benefits on to our clients. Part of this includes constantly reviewing the market to see how we can employ innovative technology and new working practices to add value and deliver more efficient legal services to our clients. The nature of our firm means that we share best practice quickly between our lawyers and support teams and can then roll that out to our clients. Our values are grounded on the following differentiators:

1

2

3 4

5

Culture: Many of our people have spent their entire careers with us. Of the partners in London, a large proportion joined as trainees, others worked as associates here before being elected to our partnership. This loyalty and commitment is inspired by a pride in what we do, who we are, and by a common goal: doing our very best for our clients and maintaining our position in the legal market. Multi-specialists lawyers: We require our lawyers to be nimble and flexible in their approach to working. We believe in a multi-specialist approach whereby, within core legal disciplines, our lawyers are experts across multiple areas. They are not just pigeon-holed in one particular area, nor tied to any particular sector. This approach has huge benefits for our clients, such as being able to provide small, close-knit teams on any transaction and that the lawyers you get to know on one transaction will be suitably qualified and experienced to advise you on your next instruction, even if the work is different. This means true long-lasting relationships are created, enabling our lawyers to become an extension of the client’s business. People: Diversity of thought, perspective and experience is invaluable in providing creative and cutting-edge advice to our clients, and it also fosters an open-minded and varied work environment. We believe that it is our ability to build collaborative and diverse teams that helps us to succeed. No hours targets: Unlike almost all other major law firms, none of our lawyers are set targets for recording or charging time and their remuneration is not linked to hours recorded in any way. Instead we focus on the value and quality we provide to clients, not the time we spend working for them or how it affects individual targets or pay. This means that there is no temptation for our lawyers to spend more time on any matter than is necessary to achieve the desired result for the client. This fosters an approach where our only incentive is to solve our client’s problems in a pragmatic way and drives cost efficiency as our lawyers only spend the time required to complete a task, not more. International strategy: We have offices in the major financial centres of London, Brussels, Hong Kong and Beijing. In other jurisdictions, we prefer to remain agile by leading unified, hand-picked teams of lawyers from market-leading law firms. By not constraining ourselves to formal alliances, we can, together with our clients, select the firms that are best suited to each particular transaction.

We have developed close working relationships with the leading independent law firms around the world which enables us to provide legal advice of the highest standards whatever

1

Please note, the model answer provided is very detailed and contains more information than you need to cover.

the jurisdiction. The firms we work with have formidable reputations and are at the top of their game in terms of legal skills and market knowledge. That means clients always get the best lawyers working on their deal. We have offices in London, Brussels, Hong Kong and Beijing, and outside of this we work with the very best law firms across the globe, handpicked to meet the needs of each matter. Our commitment to excellence is replicated in each jurisdiction. We believe we have a network which cannot be matched by any other firm. Our experience of handling cross-border, multi-jurisdictional transactions means that we are very regularly asked to manage cross-border transactions for our clients, including those which have no connection with the UK. When advising on a matter in a different jurisdiction we will source, challenge and consolidate advice from law firms around the world whilst managing the global team so our clients don’t have to. However, we can flex our approach to suit your preference, providing you with more or less visibility, as required. We are, of course, also very happy to work with your preferred counsel in a particular jurisdiction and we are used to working this way.

2

Please note, the model answer provided is very detailed and contains more information than you need to cover.

2. Expertise and Experience in M&A Our corporate and M&A practice is at the heart of our firm. We service the full range of UK, regional and international clients in every sector, advising on a broad spectrum of corporate matters and leading on some of the most significant public and private transactions in the market. M&A powerhouse You can trust us for the very best M&A advice because we are consistently voted the best in the UK market for our leading roles on public M&A deals. We work on all sizes of public M&A transactions – international, cross-border and domestic. Our work on these transactions covers all angles: hostile, defence, recommended and reverses. This, combined with our varied client base, means we are familiar with the intricacies and issues which arise in these types of deals, and enables us to skilfully navigate the challenges you may face with these transactions.

Trusted adviser to more FTSE companies than any other firm Listed companies and directors like working with us. We are seen as trusted adviser to the boards of the largest UK and global public companies and act for more FTSE 100 and 250 companies than any other law firm. This provides us with unrivalled understanding of the challenges faced by companies in undertaking their corporate activities, and with the knowledge and ability to effectively anticipate and resolve issues that may arise along the way.

Supporting you in the boardroom As trusted advisers, we pride ourselves on being by our clients’ side when and where they need us the most, including in the boardroom. We aim to act as a reassuring and clear voice to help guide directors and other senior decision makers through transformational transactions. Our deep understanding of board dynamics, combined with our extensive M&A and other legal experience, means that our partner-led teams will know how to navigate any issues which may arise and will be able to provide you with the advice you need in the way you need it.

A one-stop shop for all of your needs As a full service law firm, we deliver the full range of services which apply to an M&A transaction and so can support you across any financing, tax, regulatory, IP/tech, data protection/cyber, AML/compliance, competition, Brexit, pensions, employment and incentives, and real estate issues. Working in multi-disciplinary teams we deliver joined-up and coordinated advice and so will be equipped to deal with any aspects of the transaction as they arise.

A selection of our recent public M&A credentials Advising: 

Standard Life on its takeover of Aberdeen Asset Management



Non-Standard Finance on its hostile takeover offer for Provident Financial



Marsh & McLennan on its takeover of Jardine Lloyd Thompson Group



General Electric on its takeovers of Amersham and Whatman



DS Smith on its takeover of Europac



Thermo Fisher Scientific on its takeovers of Life Technologies Corporation and FEI Company



GI Partners on its takeover of Cambian Group by CareTech Holdings



Ultra Electronics on its takeover of Sparton



Takeaway.com on its competitive takeover offer for Just Eat



Platform Specialty on its takeover of Alent



Wood on its takeover of Amec Foster Wheeler



Cineworld on its takeover of Regal Entertainment Group



GKN on its hostile takeover by Melrose



esure Group on its takeover by Bain Capital 3

Please note, the model answer provided is very detailed and contains more information than you need to cover.



Sophos on its takeover by Thoma Bravo



CSR on its takeover by Qualcomm



Autonomy on its takeover by Hewlett-Packard



Shire on its takeover by Takeda Pharmaceutical



ARM Holdings on its takeover by SoftBank



WS Atkins on its takeover by SNC-Lavalin



Cable & Wireless Communications on its takeover by Liberty Global



Market Tech Holdings on its takeover by its majority shareholder, LabTech Investments



Michael Kors on its takeover of Jimmy Choo



Novae Group on its takeover by Axis Capital

4

Please note, the model answer provided is very detailed and contains more information than you need to cover.

3. Our proposed team Andy is Head of our Corporate practice and will have overall responsibility for the transaction. He is active in all fields of corporate and commercial law, with a particular emphasis on corporate acquisitions and disposals, public takeovers and mergers, stock exchange matters and equity capital markets transactions. Relevant experience Andy Ryde

tel:+44 (0)20 7090 3480 [email protected]

 RPC Group Plc in connection with a recommended £3.3bn cash offer for RPC’s share capital by funds managed by Apollo and then on the successful competing offer by Berry Global.  Non-Standard Finance (NSF) on its hostile takeover offer for Provident Financial.  DS Smith on its acquisition by public takeover of Europac and related rights issue.

Roland is Head of our Mergers and Acquisitions practice and a member of our Financial Institutions Group. Relevant experience  GKN on its defence of a cash and share unsolicited offer by Melrose Industries. Roland Turnill

 OneSavings Bank on its recommended all share combination with Charter Court Financial Services Group.

tel:+44 (0)20 7090 3040 [email protected]

5

Please note, the model answer provided is very detailed and contains more information than you need to cover.

Natalie has a broad corporate and commercial practice, acting for a range of domestic and international corporate clients. Her practice has a particular focus on public takeovers, private acquisitions and disposals, joint ventures and general advisory matters. Relevant experience Natalie Cook

tel:+44 (0)20 7090 4390

 

Whitbread PLC on its sale of Costa to the Coca-Cola Company. Walmart Inc. on the proposed combination between J Sainsbury plc and Asda Group Limited.

[email protected]

6

Please note, the model answer provided is very detailed and contains more information than you need to cover.

© Slaughter and May

2020

This material is for general information only and is not intended to provide legal advice. For further information, please speak to your usual Slaughter and May contact. 568925519

568925519

7...