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Connected To CEE

Connected To CEE

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An Interview with Partners Jonathan Marks and Richard Jones from Slaughter and May’s Dedicated CEE Partner Group

CEELM: Tell us about the CEE team at Slaughter and May. How does the firm cover the region?

Jonathan: My personal connection with the CEE region began when I was an associate in the mid-1990s and I did some work with the then-recently-formed Czech firm, PRK Partners, on a number of syndicated loans, as that market developed in the post-communist era. I am still in touch with the partners there, and my interest in this country eventually spanned out to the wider CEE region, where I’ve got to know and work with law firms and clients across the region for a number of decades. I have always enjoyed my visits to CEE — to fascinating cities like Prague, Warsaw, Budapest, Istanbul, and so on, being struck by the generosity of my hosts as well as the dynamics and hard work of the people that I have met.

Richard Jones, Gareth Miles, James Stacey and I have the pleasure of focusing on the region, both from a business development point of view and working on matters for clients who either come from the region or have business interests there. This means that we have a good understanding of what’s happening in the region, and it has helped us develop close relationships with lawyers across CEE, which we, as a group, have spent a number of years (in some cases, decades) developing. Therefore, it is always particularly rewarding when we have the opportunity to collaborate with such firms.

In addition to the dedicated partner group, we also have a team of business development professionals in our International Relations Team focused on managing our relationships with lawyers in the region as well as providing advice on ongoing business development opportunities.

Richard: I’ve worked on a variety of matters involving countries in the CEE region over the years, often where the use of English law is the only connection with the UK. I’ve also been one of the partners in the firm who focuses on CEE since shortly after I became a partner, working closely with Jonathan and the others, so I’ve had an opportunity to get to know a lot of the lawyers working in the region, including some who have been on secondment to our firm.

CEELM: What was your first personal experience of CEE, and what did you take away from it?

Richard: My first experiences of CEE were all based on trips for holidays or (in one case) a friend’s wedding, but I’ve now visited many of the jurisdictions for business and, of course, we’ve been lucky to have many interactions relevant to the region in London (everywhere from our offices to an embassy) or via telephone or video conference. I think the main impression I have is of a region that, despite the various challenges that some of the countries in the CEE face, is continuing to move forward at a rapid pace, and is increasingly producing the sort of interesting and complex transactions that were once the preserve of the world’s global financial centers. As a result, it’s a very exciting time to be involved with CEE.

CEELM: How does Central and Eastern Europe fit into Slaughter and May’s overall strategy?

Jonathan: As a leading international law firm with clients around the globe (including, of course, in CEE), a key part of our international strategy is to work in partnership with these clients by supporting their business activities, wherever they’re conducted. It’s important to us that, although we don’t advise on the law of any jurisdiction in CEE, we’re able to assist our clients in obtaining the right legal advice in any jurisdiction in the region.

In doing this, we work closely with leading law firms based in the region, either firms that we choose or recommend (based on our connections and experience in the region) or the client’s own choice.

As with all the jurisdictions where we do not have our own office, a key part of our international strategy is to maintain strong relationships with the leading law firms in CEE, which allows us to advise the client on the best firms to use for a particular matter.

This is really important, as it allows us to provide our clients with a truly global service, working in a collaborative way with the market leading lawyers in each jurisdiction. 

CEELM: How does Slaughter and May promote and market its capabilities in the region?

Richard: One of the most effective ways of promoting our CEE practice has been via trips; meeting with existing and prospective clients, as well as renewing old bonds, and forming new ones, with lawyers from the region.

We have also found that attending conferences with a focus on the region both in the UK and locally is a useful way of raising our profile to a larger audience. We’ve been attending CEE Legal Matters’ GC Summit for a number of years, which we’ve found to be a great source of information, as well as an opportunity to meet existing and potential clients. Additionally, the Law Society and the Department for International Trade host a number of roundtable discussions which provide a great forum to connect with those with an interest in the region.

We are also fortunate that many of the lawyers from the region make frequent trips to London, which often present the perfect opportunity for a meeting at our offices. We have found this regular contact a good means of staying on top of what is happening on the ground and ensuring we are focusing our business development efforts on the right jurisdictions and types of work.

Although, given the present circumstances, we’ve had to replace physical meetings with video calls for most of this year, we’ve still found these to be very useful and have had virtual meetings with a number of law firms over the last few months. 

CEELM: Do you have best friends you work with in the region? How do you maintain/strengthen those relationships?

Richard: Although we have very deep connections with a number of firms around the globe (some of which go back many decades), we pride ourselves by not having exclusive relationships with law firms anywhere in the world. This allows us to think of our clients’ needs first, and also means that we can be truly flexible when working with law firms and ensure we work with the right firm on the right transaction/matter.

It also allows us to accommodate a client’s preference. Often our clients have worked with a local law firm (sometimes for many years, sometimes just on one or two previous occasions), which means they wish to work with them again. We approach each matter on a case-by-case basis, and never seek to impose our choice of local law firm on a client. Where a local firm has the key client relationship or is dealing with the main substance of the matter, we’re always happy to liaise with the client through that firm, if that’s preferred.

In terms of how we maintain and strengthen our relationships with law firms in the region, a large part of it is the regular dialogue and other activities mentioned above. However, nothing really beats working with another firm on a job, which allows both firms to get to know each other and our working styles, and hopefully leads to future opportunities to win, and carry out, work together.

CEELM: Which specific deals in the region that you and your colleagues have worked on did you find most interesting/significant?

Jonathan: This is a tough question, but here are a few in no particular order:

In May 2018, we advised Vodafone on the acquisition of certain operations of Liberty Global. As part of this, Vodafone agreed to acquire Unitymedia in Germany and certain of Liberty Global’s operations in the Czech Republic, Hungary and Romania for a total enterprise value of EUR 18.4 billion. This was a particularly exciting deal for us because, as a result of the acquisition, Vodafone completed its transformation into Europe’s leading converged operator. Not only was Vodafone able to reshape its business, but it also became the owner of the largest gigabit-capable next generation network infrastructure in the CEE region. To top it all off, the transaction also won CEE Legal Matters’ 2018 CEE Deal of the Year Award, which was an incredible recognition of the work we did.

In March 2019, we advised Marsh & McLennan on the sale of the global aerospace insurance broking business of Jardine Lloyd Thompson to Arthur J. Gallagher & Co. This deal covered a large number of European countries, including Croatia, the Czech Republic, Hungary, Poland and Romania, among other CEE countries. This matter was of great significance as it was a high-profile cross-border deal which transferred more than 10,000 employees to Marsh & McLennan, providing deeper industry expertise in every part of the organisation. As part of this transaction, we had the pleasure of working with a number of our independent relationship law firms in CEE and other countries.

In December 2019, we advised Cineworld on its all-cash acquisition of the entire issued and to-be-issued share capital of Cineplex at a price of 34 Canadian dollars per share, valuing the fully diluted equity of Cineplex at CAN 2.18 billion, with an implied enterprise value of CAN 2.8 billion.

Cineworld is one of the world’s leading cinema groups, operating 9,498 screens across 786 sites in the US, UK, Ireland, Bulgaria, the Czech Republic, Hungary, Poland, Romania, Slovakia, and Israel. This deal was of great significance, as it not only expanded Cineworld’s business in North America, but also increased its presence in the CEE. We were also able to work collaboratively with the local law firms in the region.

In November 2016, we advised GE Capital on the sale of its remaining stake in Moneta Money Bank, which raised gross proceeds of approximately CZK 7.5 billion.

In January 2016, we advised RWE, a leading European utility group, in its successful defense of a USD 1.4 billion damages claim brought by the Russian Sintez Group, owned by Russian Senator Leonid Lebedev. This matter was particularly interesting as the claim was governed by Russian law and arose out of RWE’s withdrawal from negotiations for a joint venture to buy a controlling interest in one of Russia’s regional power generation companies, TGK-2. The case also involved extensive expert evidence on Russian law. We also advised on associated litigation in multiple jurisdictions.

Finally, we have been advising a number of financial institutions (including Aviva, Prudential, Standard Life, and Zurich) on their Brexit planning. For example, in June 2020, we advised in connection with proposed Part VII transfer of Polish branch of The Prudential Assurance Company Limited to a newly established branch of PAC’s Irish subsidiary, Prudential International Assurance plc.

This Article was originally published in Issue 7.10 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.