Innovative Triple Share Listing IPO

We advised New World Resources N.V. ("NWR") on its initial public offering ("IPO") on the London, Prague and Warsaw Stock Exchanges. NWR is the Czech Republic's largest hard coal mining company. It serves customers in the Czech Republic, Slovakia, Austria, Hungary and Germany.

The offering resulted in a market capitalisation of approximately £3.5 billion. This represents the largest European IPO to date in 2008, and is the first triple listing on these three exchanges.

A particularly complex aspect of the transaction was the requirement to separate NWR’s mining business and its large real estate portfolio into separate divisions. NWR's share capital was reorganised into two separate classes of shares.

Global Drinks Merger

We advised V&S Vin & Sprit AB (V&S), the maker of Absolut vodka, on its privatisation and €5.63 billion ($8.9 billion) sale to French drinks company Pernod Ricard, which owns brands such as Chivas Regal Scotch, Martell Cognac, and Jameson Irish Whiskey. An international and interdisciplinary team of lawyers from offices including London, Philadelphia, Washington, New York, Brussels, and Paris represented V&S in this transaction.

Last FM: Private Equity Web Acquisition

We represented the selling shareholders in Last.FM, the leading London-based music and social networking site acquired by media giant CBS Corporation for $280 million, making it the largest UK Web 2.0 acquisition to date.

Last.FM was founded in the UK in 2002 and is now the world's largest social music platform with more than 15 million active users in over 200 countries. It allows users to connect with other listeners with similar music tastes, to custom-build their own radio stations and to watch music video-clips.

South American Agribusiness Merger

We advised Bermuda-based Campos Verdes Ltd in its combination with Argentina- based El Tejar SAACEI, Latin America's largest contract farmer. Campos Verdes and El Tejar both operate farmland in Argentina, Brazil, Bolivia and Uruguay. The combined firm, El Tejar Limited, has instantly established itself as one of the leading owners and operators of farmland in South America.

Food & Beverage Acquisition

Groupe Bel, a worldwide leader in the cheese business and the owner of renowned brands, such as The Laughing Cow, Leerdammer, Party Cubes, Kiri and Mini Babybel, in its €400 million acquisition of the “Boursin” trademarks and related manufacturing and distribution entities and other assets from Unilever N.V. The transaction involved legal teams in several jurisdictions, in addition to France, including the United States, Canada, Belgium, the United Kingdom, and other EU countries.

London Litigation Team Acting in Claim Against Oleg Deripaska

We are acting for Michael Cherney in his claim against Oleg Deripaska which has been valued at $4.5 billion. Mr. Cherney is claiming a 20% stake in Rusal, Russia's largest aluminium company. Following a contested hearing in 2008, the court agreed that Mr. Cherney's claim could proceed in England on the grounds that there was a risk he would not receive a fair trial and would be at risk of assassination if the claim was heard in Russia. Mr. Deripaska is now appealing the decision to the Court of Appeal.

Success for William Hill in Court of Appeal Case

Our London litigation team representing William Hill has succeeded in the Court of Appeal following the renewed bid by compulsive gambler Graham Calvert to recover compensation against the bookmaker for allowing him to carry on gambling. In brief, Calvert, a greyhound trainer from Tyne and Wear, lost £2 million in a catastrophic five-month betting spree.

In the High Court the trial judge concluded that William Hill had assumed a duty of care to Calvert when its race room telephonist told him that he would be excluded from telephone betting for six months and that it breached that duty by permitting him to continue gambling. However, the judge found that the breach of duty did not cause Calvert's loss because he would have gambled elsewhere. The judge also concluded that a duty of care was not owed to problem gamblers generally as a class of persons.

Calvert chose to appeal the decision. The original decision was upheld. The Court of Appeal ruled that Calvert's pathological gambling would have led to his financial ruin in any event because he would have gambled with other bookmakers. It also upheld Mr. Justice Briggs’ rejection of a general “duty of care.”

90 Trades in 40 Days

In one of the largest real estate financings ever, Dechert represented 70 mezzanine investors in the $39 billion acquisition of Equity Office Properties by Blackstone. This acquisition resulted in the largest mezzanine loan transaction ever brought to the capital markets, with more than $11 billion dollars of subordinate debt. In a novel approach dictated by the sheer size of the deal, the mezzanine investors—including real estate funds, investment banks, insurance companies, and foreign banks—were required to select a single law firm to act as their "designated counsel" for the entire transaction. Selected for that role because of our acknowledged expertise in the subordinate debt market, we crafted a thorough approach that allowed us to close the more than 90 individual trades involved in just 40 days.

A Landmark Redevelopment Right Next to our Office

We had worked for Blackfriars Investments LTD (BIL) on the renovation of Puddle Dock and the Mermaid Theatre. The project achieved planning permission, following successful negotiations with both the GLA and the Corporation of London. BIL then turned to us to act as both planning and legal advisers and to team with BIL’s internationally renowned architects and consultants to help it achieve its ambition to create a fresh style of mixed development at Elephant & Castle, one of the largest regeneration projects in the UK.

Retail Joint Venture For Crown Estate

We represented The Crown Estate in relation to a new £680 million limited partnership, The Gibraltar Limited Partnership, which it has established with The Hercules Unit Trust ("HUT"), a £3.4 billion Jersey-based property unit trust. The joint venture incorporates three properties: the Fort Kinnaird Shopping Park in Edinburgh, the Gallagher Retail Park, Cheltenham and the Shires Retail Park. HUT is now completing a major redevelopment programme at Fort Kinnaird which will include a new 60,000 square feet Marks & Spencer store.

Finding Opportunities for Growth in a Declining Market

The distressed UK market has yielded a number of real estate opportunities for our Finance and Real Estate (FRE) group, which include advising Highcross on its acquisition of the Europa portfolio of offices from administrators, and acting in the administration of the Woolworths portfolio of retail sites. Highcross is a residential and commercial property development company which has been operating since 1982. Since 2004 they have launched three property funds, the most recent of which in 2008 raised £1.5 billion. We advised on the real estate, finance, corporate and tax aspects of the transaction. Our cross-practice team was able to add real value to the client. For example, we put in place a Company Voluntary Arrangement to ensure that the corporate vehicle holding the property assets was "clean" and free from liabilities. On the tax side, we were able to structure the transaction in such a way that no stamp duty was payable on the acquisition of the company and no stamp duty land tax was payable in relation to the acquisition of two properties held in offshore unit trusts, representing significant tax savings. We have been retained by Highcross to manage the portfolio. In December 2008 we were instructed by the administrators of Woolworths Group Plc in relation to the disposal to three buyers of three separate packages of properties, comprising in all just under 100 retail sites.

Acquisition of Investment Management Companies

One of the world's leading banks was expanding rapidly in Europe and retained Dechert to handle the purchase and sale of a series of investment management businesses and funds. The transactions overcame regulatory, tax, accounting and change-of-control issues in multiple countries as we worked with the bank to achieve its strategic objectives.

Investment Products for Both Sides of the Atlantic

A global financial services provider instructed Dechert to create two complex European fund structures and then asked us to take on a wide-ranging advisory role on both sides of the Atlantic. Our brief: to ensure that its products work seamlessly between the two continents. We now advise the company in relation to onshore regulated work in the US and Europe as well as offshore hedge and non-hedge products.

Options for Entering the European Investment Market

A US institutional manager intent on developing an asset management and funds capability in Europe asked Dechert to assess the relative benefits of approaching the European institutional market from different jurisdictions and using different investment products. We ultimately structured the entire European operation from the ground up and obtained regulatory approvals that launched the successful venture.

Structuring Funds on a Global Scale

A global financial services provider instructed us to create two complex European fund structures and then asked us to take on a wide-ranging advisory role on both sides of the Atlantic. Our brief: to ensure that the company's products work seamlessly between the two continents. We now advise this client in relation to onshore regulated work in the United States and Europe as well as offshore hedge and non-hedge products.

Setting Up Exchange Traded Fund Platforms

We have advised ETF Securities Limited in relation to the creation of a platform of over 130 different types of exchange traded commodities, listed on multiple stock exchanges including variously the London Stock Exchange, Frankfurt Stock Exchange, Borsa Italiana s.p.a., Euronext Paris, Euronext Amsterdam and Mexican Stock Exchange. The exchange traded commodities created by ETF Securities are variously backed by physical precious metals (stored in a vault) or derivative contracts, and now have total assets in excess of $10 billion.

Global Patent Enforcement Brings Substantial Returns

One of the UK’s leading personal computer manufacturers had invented and patented a technology to conserve the energy consumed by a PC. The technology was adopted industry-wide to comply with energy-saving standards, and the company instructed Dechert to enforce its intellectual property rights through a global licensing and litigation programme. The results: after successful proceedings in the US, UK, Germany, Taiwan and Japan, and concurrent negotiations with computer makers worldwide, our client earned over US$100 million from licences throughout the PC industry.

Licensing New Technology

When US performing-rights organisation Broadcast Music, INC. (BMI), through a newly formed subsidiary, Landmark, needed advice on its acquisition of digital audio technology from UK-based Shazam Entertainment Ltd, it turned to Dechert’s London IP group. Shazam had developed new technology that uses pattern recognition to identify performances from any source containing audio. Dechert negotiated the acquisition and the license-back of mobile consumer use rights to Shazam.

The Blackberry Litigation

When Inpro Licensing Sarl found themselves in UK High Court facing allegations of patent infringement against Research in Motion UK Ltd, the promoters of the ‘BlackBerry’ handheld device, Dechert's London IP lawyers were their first port of call for assistance. An order for streamlined procedure in the Patents Court meant that the trial, which lasted seven days, came only six months after the proceedings were commenced. The Dechert team, which included lawyers from our London and US offices, worked to an extremely tight timetable to ensure a favourable outcome for our client in this complex and high profile case.

Landmark Fashion Litigation For Karen Millen

In 2007 Dechert represented Karen Millen Limited (part of the Mosaic Fashions Group) in its landmark case against Dunnes Stores in the Irish Commercial Court. The case concerned the unregistered design infringement of two Karen Millen designs by Dunnes Stores. This was the first time the Community Design Regulation had been litigated in Ireland and the first time it had been litigated anywhere in the EU in relation to the fashion industry. Karen Millen won.

Defending Kenwood’s Food Mixers

In 2008 Dechert acted for Kenwood Limited in defending trade mark infringement and passing off proceedings brought by Whirlpool group companies. The case concerned the design of a new Kenwood stand mixer, the kMix, which Whirlpool alleged infringed their trade mark rights in their KitchenAid Artisan stand mixer.