With Maclays partners locked into a deal with Dentons, what next for the Scottish legal market?
Maclays chief exec and Scots partners on the Dentons merger and the future of independent firms in Scotland
July 26, 2017 at 09:32 AM
8 minute read
Maclay Murray & Spens' forthcoming union with Dentons means another storied Scottish legal name is set to disappear from the market.
The deal will see the Maclays brand following in the footsteps of Dundas & Wilson, McGrigors and most recently HBJ, all of which have merged with larger firms south of the border in recent years.
In Maclays' case though, the firm is not being swallowed up by a UK player, but by a global giant.
More than 1,000 equity partners operate under the Dentons banner, contributing towards $2.12bn in global revenue. This compares with Maclays' 64 partners and £45m revenue in 2015-16, the most recent year for which financial results are available.
Commenting on the trend away from independence, one Scottish partner says: "While I'm sad that all these fine Scottish names have gone, there was a certain inevitably – you need size and scale and strength in depth in an area, to go after a market."
So, as the end of road for the Maclays brand name fast approaches, how is the deal being perceived in the Scottish legal community? And, as yet another of Scotland's leading firms ties up with an international firm, is there still hope for Scotland's dwindling band of independents?
Maclays realised the only way out was to merge
Maclays' desire for a merger was well documented, with the firm previously holding talks with both legacy Bond Pearce in 2012 and Addleshaw Goddard in 2015, and general market reaction to the union with Dentons is positive.
A former Maclays partner says: "This [the hunt for a merger] was a stated policy that everybody in and around the firm knew. Maclays has been financially flat for years and they realised the only way to get out of that was to merge."
Maclays chief executive Kenneth Shand (pictured) is honest about the firm's reason for seeking a merger and the likely fate of the ever-decreasing band of Scottish independents.
Maclays counts the likes of Aberdeen Asset Management, Barclays, Land Securities and Royal Bank of Scotland among its clients but he maintains that to service clients like these, Scottish firms need to be more international.
"We have been able to prosper and punch above our weight and do very well in Scotland and reasonably well in London, but I think we take the view that it's increasingly difficult for a Scottish independent to service a fully UK national and international client base."
Unlike many of Dentons' unions, where firms take on the brand but retain financial independence, the deal with Maclays is a genuine merger.
The Scots firm is joining Dentons' UKMEA LLP and its partnership will dissolve. Some of Maclays' 64 partners will join Dentons as full equity partners, and the firm has agreed lock-in deals with a number of partners. Maclays' London team of 46 fee earners, including 11 partners, is set to join Dentons' London office and Maclays is now looking to sublet its City office.
Meanwhile, Shand and three other Maclays partners – chairman Michael Livingston; Euan Wilson, head of the capital projects department; and Susan Kelly, head of banking and finance – are joining Dentons' UKMEA board, with Shand also joining the firm's UKMEA regional management committee, its local executive.
The two partnerships will have significant profitability discrepancies to work around: Maclays' average profit per equity partner (PEP) in 2015-16 was £248,000, while Dentons recently announced its 2016-17 UKMEA PEP was £530,000.
While the deal has been welcomed by former Maclays partners, some argue the culture change associated with joining a larger, more profitable firm could cause difficulties.
"I think the culture will change and there will probably end up being fewer partners and that they will sweat the associate teams harder – that will be unpleasant for some people," says one former partner. "There will be some people who will go," he adds.
Another though is more measured: "It is a very good result for Maclays. Naturally there will be changes to the structure, the issue is how deep and broad the changes are. They are going to be a small part of a much larger whole – it's a very big culture change."
There is an increasingly narrow range of opportunities for firms that are solely Scottish
It's a change that many local firms have already had to get used to – albeit on a far smaller scale. There is a well-trodden path down the merger route in the country: McGrigors combined with Pinsent Masons in 2012, Dundas & Wilson merged with CMS in 2014, Clyde & Co merged with insurance specialist Simpson & Marwick in 2015 and, most recently, HBJ ended its non-financially integrated deal with Gateley to merge with Addleshaw Goddard in June.
Shand comments: "There is an ongoing trend and we are part of it. There is an increasingly narrow range of opportunities for firms that are solely Scottish-focused and it is increasingly difficult for such firms to win spots on UK-wide panels and to act for larger Scottish corporates and UK corporates."
The post-Lehman financial crash was a major trigger for consolidation initially, as Edinburgh's centrality as a banking hub fell in tandem with the Royal Bank of Scotland's fortunes. Some of Scotland's leading firms, disproportionately dependent on banking, saw a merger with a larger UK firm as an attractive counterbalance.
But while today's economy may be more stable, even allowing for Brexit and Donald Trump, Scottish partners believe there will be yet more consolidation.
One Scots partner says: "It is an interesting time for the larger Scottish firms: to satisfy their clients they need to present themselves in a more global sense, or at least a more UK-wide sense. It is probably less necessary for the client base of firms further down the rankings, but there does come a point where the financial pressures on the smaller firms become overwhelming and they merge out of necessity."
With Anderson Strathern already in talks about some kind of best friend deal with listed law firm Gateley, many local partners are already expecting to see the firm follow the same path.
Gateley has made no secret of its desire for a new Scottish relationship following its split with HBJ, and it is understood to be weeks away from signing a non-exclusive referral deal with Anderson Strathern, with a desire to turn this into something more formal in the future.
Says one local partner: "I think there will be more to go – the obvious one is Anderson Strathern as they are in talks to do something with Gateley."
Another partner adds: "There are not that many firms left to mop up. The next bunch are Brodies, Burness Paull, and Shepherd and Wedderburn."
The market needs a couple of strong, independent, Scotland-centred firms
However, partners at some of these firms insist there is merit in some Scottish firms remaining independent.
"Our view on it is that the market needs a couple of strong, independent, Scotland-centred firms," says one partner at an independent firm.
Brodies managing partner Bill Drummond (pictured below) agrees: "We are crystal clear there will always be a role, as there is in every jurisdiction, for a number of excellent top-tier firms with a very independent mindset that are able to give clients that [specific] focus in their market, and have the connections that clients will find very useful."
But while he expects that a strategy review planned for this autumn will show partners want the firm to remain independent, he will not rule out a merger outright.
"I never try to predict the future," he says. "We have quite a strong, bottom-up approach to strategic planning but I am pretty sure we will be encouraged to maintain our focus and take the business forward in the same way over the next three years."
For Shand, the future is looking distinctly clearer. After discussions that started late last year, by October or November this year the Dentons deal is expected to have gone live and the Maclays name will have gone.
"I wouldn't be human if I wasn't a little bit sad given our history and traditions – we are talking 146 years," concludes Shand. "But I strongly believe that all businesses need to evolve and move with the times, and follow client needs. The market evolves and we need to be part of that."
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