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Examples of our work

 

Dedicated LSC client team working as an extension of the in-house legal team of an international oil & gas company on the review and negotiation of commercial contracts.    

Matter Description

The client is in the process of establishing its operation to utilise concessions granted in a major emerging market. There are a multitude of contractual relationships to be entered into with third-party suppliers and it is difficult for the in-house legal team to meet the demands of its commercial and operations colleagues in the required timescales 

How was it executed?      

 

The LSC has provided a team of legal professionals to work as an extension of the client's in-house legal team on material purchase, service, EPC, construction, maintenance and software agreements, as well as tender documents.  The LPS is familiar with the client's standard form documents and comments and advises on the deviations from those standard forms   required by counterparties in the course of negotiations with the client's commercial team.  The documents are governed by English law.  A streamlined process has been used for receipt of instructions, raising initial queries and the form in which advice is to be delivered, all within tight timescales.  This has enabled the legal team to achieve consistency across a large range of agreements whilst meeting its internal clients' expectations on timing.


 

 

Assisting a multi-national financial institution with a review of its prime brokerage and swaps and collateral management agreements in response to a request from a regulator. 

Matter Description 

The LSC has assisted a multi-national financial institution with a review of its prime brokerage and swaps and collateral management agreements in response to a request from a regulator. This involved a review of over 850 contracts to establish the contractually agreed position on the financial institution’s use of clients’ assets. The contracts contained complex provisions relating to limits on the amount of client assets that could be used by the financial institution. 

How was it executed? 

 

A number of Legal Professionals assisted in retrieving the documents from our client’s own databases, then a large team of LPs in Belfast carried out the review, recording the results on a master spreadsheet. The project was extremely time-sensitive and required the LSC to report back to the client on a regular basis, escalating queries and responding to questions raised by the client’s front office teams.

 

Organising the updating of an in-house employment law guide for a multi-national internet-related technology company  

Matter Description  

We updated a client's internal employment law guide by co-ordinating local counsel advice in 35 jurisdictions in Europe and the Middle East - across A&O offices and other firms. The Guide covered, for example, how to amend employees' terms and conditions and whether a jurisdiction recognises the employment of interns or temporary workers.  

How was it executed? 

A team of four legal professionals and one lead associate helped with instructing local counsel, billing and in clarifying and pulling together the advice. We used A&O's Dealroom online technology for project management and advice collation. We had significant contact both with foreign counsel and the core deal team in New York and London. According to the client we "hit a home run" in delivering the advice as required, quickly and on time.  

 

 

Assisting a global financial services client with an investigation into a potential data-security breach relating to employee and client data. Legal professionals from the LSC assisted with interviewing employees to ascertain the nature of the data, enabling the specialists in our London TMT group to make a prompt, accurate and detailed report and notification to the ICO and the FCA. 

Matter Description

When the disappearance of a back-up tape was discovered, our client identified the employees whose data and correspondence were believed to have been on the tape.  Those employees, spread across a number of jurisdictions, were interviewed by members of the LSC using precise questions and briefing notes designed to identify whether any personal data was on the missing tape, and also to provide recommendations to the affected employees.

How was it executed? 

 

Telephone interviews with senior banking employees were arranged at times to suit their work demands and to accommodate time-zone differences.  The information obtained during the interviews was analysed and a detailed report was prepared summarising our findings from the interviews.  The London specialist team, using this report, then advised our client on next steps, and notifications were made to the ICO and the FCA.  Following the submission of the detailed report, the relevant authorities concluded that no further action was required.  By acting quickly and keeping the regulators regularly updated, they in turn had confidence in the investigation carried out by us and in the overall approach taken by our client in addressing the issue which had arisen.


 

 

 

Vendor due diligence on a real estate loan portfolio being sold by a major UK financial institution, including provision of a dedicated secondee to work on the deal based in London for several months.   

Matter Description

The portfolio being sold by the client included loans acquired as part of various M&A deals in the past.  The preparation of the data site required documents to be indexed, uploaded, reviewed and profiled.  The VDD exercise involved a significant amount of liaison with the client team to deal with queries, check security and identify documents governed by laws other than English law as well as ongoing assistance with co-ordinating and dealing with responses to questions from bidders.

How was it executed?

The LSC assisted in the preparation of the due diligence report by reviewing the English-law-governed loan agreements and security documents, liaising with international counsel in respect of foreign obligors and foreign-law-governed security documents, and dealing with the review of company and property searches.  The LSC worked closely at all times with the client in anticipating and responding to questions from bidders and generally project-managed the overall due diligence process, using web-based technology.  A legal professional was also seconded to London to provide continuity in the signing and closing stages of the sale, using her familiarity with the portfolio to assist the deal team and the client with all incidental matters arising at the signing and closing stages of the transaction. 

 

Arranging the recordal of the transfer of over 15,000 trademarks in over 180 jurisdictions worldwide in order to implement the world’s largest consumer healthcare JV between two multi-national pharmaceutical companies.  

Matter Description 

The LSC project managed the filing of recordal applications in a large number of jurisdictions. The LSC instructed local counsel on behalf of the client in each jurisdiction and provided the sole point of contact for the recordal applications for the client. This involved approving a large number of documents with local counsels, arranging execution by the clients and completion of the registration. 

How was it executed? 

The online Collaborate platform was used to manage liaison with local counsel and the co-ordination of a very high volume of transfer documents required to be submitted to official registries in almost 200 jurisdictions. The LSC built the following three iSheets:  

 

  • a questionnaire for each jurisdiction which, when completed by local counsel, gives a full picture of transfer recordal requirements for that particular jurisdiction;

  • a project management database maintained by A&O, enabling multiple individuals at the client organisation to track the progress of specific marks relevant to them, in real time; and
  • a trademark tracker identifying issues requiring escalation to the client, such as where the local IP registry has a different registered owner or trademark details to those shown in the client’s records. The client can instantly see the nature of the issue and respond with their instructions, entering into a direct dialogue, if necessary, with local counsel.

 

 


 

 

Negotiating novation agreements as part of the sale of two downstream business units by our client, a company engaged in the refining and sale of oil. The LSC also project-managed this stage of the process, leading bi-weekly calls and keeping track of progress, liaising with the client team and the transaction lead team in our London office.     

Matter Description     

The business units being sold by the client included approximately 1,200 commercial agreements which needed to be novated to the purchasers.  The LSC team prepared a novation agreement for each one using agreed form templates and liaised directly with the client team in sending the documents to counterparties and negotiating requested amendments with the counterparties and their legal advisers. 

How was it executed? 

 

In order to draft the novation agreements, the LSC team needed to review the underlying commercial agreements and to comply with the prescribed formalities.  In some cases, where there were no formal contracts reflecting the parties' dealings, the LSC reviewed evidence of the course of dealing and reflected the key terms of the arrangements in a written form.  The LSC was able to deploy and co-ordinate a large team for the exercise, ensuring that it was carried out over a very short period in line with the tight timescale contemplated by the client and the purchasers between the signing and closing of the transactions.  This resulted in cost efficiencies, both in relation to external adviser fees and in relation to internal management time.  


 

 
 
 

 

Assisting a major bank in relation to an investigation by the Financial Conduct Authority (FCA), the Federal Reserve Bank of New York (FRBNY), the New York Department of Financial Services (NYDFS), the Commodity Futures Trading Commission (CFTC), the United States Department of Justice (DOJ), the Hong Kong Monetary Authority (HKMA) and the Japanese Financial Services Agency (JFSA). These regulators are conducting an investigation into potential misconduct by a number of participants in the wholesale foreign exchange (FX) trading market, and our client has been one of the banks being investigated. The scale of the investigation has been likened to that of LIBOR. 

Matter Description

The FX market is the biggest in the financial system.  It is a very liquid market which averages trading volumes of around USD5.3 trillion a day.  The thrust of the investigations has been improper collusion among traders at various different banks and inappropriate disclosure of confidential information. Additional investigations cover a broader scope of potential misconduct including potentially fraudulent actions taken by traders or salespersons without the involvement of any other banks. 

How was it executed?

 

The dataset initially comprised communications and records of traders during the relevant period that were responsive to a list of agreed search terms.  These responsive communications were considered to determine whether they evidenced any of the types of potential misconduct specified by the regulators.  Working alongside the London, Hong Kong and New York offices, the LSC was initially instructed to conduct LPO QC sampling (providing value query log and additional guidance) but this quickly extended to include second-level reviews and own account work.  Building on continuity, matter experience and in-depth knowledge of the documents, the LSC has continued to expand its role into other workstreams supporting the teams in our other offices, including trader analysis – drafting 'day in the life' narrative summaries following 'deep dive' review exercise and preparing chatroom summaries – narrative overviews and summaries of traders' permanent chatrooms.


 

 
 

 

Review of a large number of documents required for the production by our client, a systemically important international insurer, of a resolution plan for its regulator. 

Matter Description

The plan was required under regulation to enable the insurance regulator to understand our client's business-critical services and suppliers (including intra-group suppliers) that would need to be maintained following a resolution event. The LSC team reviewed over 400 lengthy documents and arrangements, liaising with the client throughout. 

How was it executed?

 

The LSC developed and built a web-based I-sheet to identify the areas of focus of the review and to capture the results of the review.  A large team was deployed, enabling the review of a very large number of pages to be carried out quickly and efficiently, reducing the amount of management time and effort needed from the client team.  The reporting functionality of I-sheets was then used to assist our client in producing the resolution plan, saving the client further time and expense when considering and utilising the results of our review.

 

 

 

Reviewing project documents for a bidder for a portfolio of renewables loans being offered for sale by a major UK financial institution.  

Matter Description

Our client, an institutional fund investor, was bidding in an auction to purchase a portfolio of UK renewables loans.  Due diligence on the project documents was required to be carried out within a tight timescale and the LSC team reviewed loan, inter-creditor and hedging agreements, as well as offtake, construction, design and maintenance and lease agreements and other project documents. 

How was it executed?

 

The lead team in our London Projects group devised a template questionnaire and the LSC team reviewed the various finance and project documents, focussing on the sections dealing with transfer requirements and term and termination, as well as preparing transfer protocols dealing with the formalities required to transfer the loans and all related security to our client.  The LSC worked closely with the lead team who were also undertaking parts of the review so that together we were able to meet the client's expectations on timing of the review in an efficient and cost-effective manner.


 

 
 
 
 

 

Acting on behalf of a major financial institution in a dispute over the management and valuation of a fund by our client. Legal professionals from the LSC assisted with a multi-layered document review to aid our client in its disclosure obligations, together with preparing chronologies and carrying out spreadsheet analysis.

Matter Description

A fund was launched with the strategy of purchasing asset-backed securities on a leveraged basis with financing being obtained via repurchase agreements. A dispute arose as to what constituted a trigger event, and subsequently as to how to value the fund, after our client declined to fund the security purchase transactions. The LSC was primarily involved in the disclosure review task. 

How was it executed?

There were a number of workstreams involving the LSC, including a quality check (via a query log and spotting unidentified issues) of the review undertaken by the nominated LPO. In conjunction with this, the team was asked to review, for relevance, privilege, legal issues and redaction, certain search-specific documents identified by the instructing office as being relevant and core to the issues in dispute. As the team knowledge base increased during this review process, individual team members were called upon to complete additional ad hoc projects as subsequent issues were identified by both counsel and experts – these included reviewing trader spreadsheets and dealer chatrooms, along with preparing chronologies and carrying out the redactions required to ensure consistency across the document set.

 


 

 
 
 
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