Christopher Bown: Freshfields' path to private equity
Legal Week reports
May 31, 2006 at 08:03 PM
4 minute read
I confess that it was not obvious to me in 2000 that private equity would go from 4% of the European M&A market to 25% in five years. But it was absolutely clear then, as we set out to build a private equity practice in our London office, that we had to achieve a critical mass that would put private equity on a par with the firm's corporate M&A and finance practices. Only then would we be able to provide our clients with guaranteed access throughout a deal to an experienced team they know.
We set out with some simple goals and guidelines. The first step was to make sure everyone working with private equity (either as a client or across the table) understands the dynamics, drivers and business requirements of the sponsors, and delivers their advice (or negotiates across the table) to reflect that understanding. That meant giving as many lawyers as possible exposure to private equity clients, as well as investing in training manuals (the manual we wrote in 2001 is still in use, and updated, today).
Private equity sponsors frequently say they look for individuals and not firms, although their chosen individuals must have the right platform to operate from. So while building our platform we were also busy building relationships and reputations. Unlike some other firms, we took a conscious decision not to put forward the same partners to lead on every deal for a range of clients. Instead, each of our clients grows a relationship with its team here, and we make sure that clients can always get one of the deal partners they know on their jobs. A New York headhunter recently said that private equity lawyers are the new rock stars – if that is the case, then we have a lot of rock bands.
For associates, this means plenty of variety – working with different partners and different clients, rather than strings of repeat deals for the same client. To ensure this system works efficiently takes a lot of investment in knowhow and standard working practices – our rock bands swap members and their style from one gig to the next. Nor do we think our private equity lawyers should only do private equity work: as the types of deal financed by the sponsors grow in size and diversity, so we regularly find that techniques and practice experience acquired in a different context are now applied in our private equity practice.
There are other areas where the sponsors' needs are quite distinct. How the fund structure and its regulatory and tax environment affect portfolio deal structures, for instance – which becomes a major headache whenever a consortium deal brings together participants with apparently irreconcilable requirements. In the early days we found ourselves overrun by our clients' US tax and regulatory lawyers; now we have developed the expertise in-house.
We have expanded our private equity debt financing practice alongside corporate – and that requires a lender practice as well as sponsor/borrower practice. Nowadays this cuts right through the traditional silos of bank, high yield and corporate lawyers. So we need a critical mass of lawyers with market knowledge across the whole financing spectrum to meet the requirements of the sophisticated sponsors.
We regularly monitor the levels of demand from each of our private equity clients, to ensure that each client has the team it knows, accessible when it is needed. We also aim to assure each of our lawyers involved in the private equity practice a good stream of deals, so that they all stay on top of their game.
Christopher Bown is co-head of Freshfields Bruckhaus Deringer's private equity group.
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