Slaughter and May

About this office:

From the very beginning we had an excellent client base. The first clients were Baron Emile d'Erlanger, Schroder and Company, railway contractor George Pauling and the Home and Colonial Stores. The international nature of our client base from the outset meant that both Slaughter and May travelled widely in the early years of the firm.

In the 1920s and 1930s we had more merchant bank clients than any other law firm. Together with long-standing clients such as Schroders and Erlangers, we acted for Barings, Rothschilds, Morgan Grenfell and a number of the smaller banks. These clients kept us very busy. In particular, Barings and Rothschilds were involved in making foreign loans and issues to European countries.

The partnership increased to ten in 1932, making us one partner short of being the largest law practice in the City. We worked on many refinancings and corporate recoveries and insolvencies in the difficult and turbulent economic conditions of the time. These ranged from domestic insolvencies to the restructuring of the Chilean nitrate industry.

In the 1940s and 1950s the new and increasing demands of commercial legal practice led to changes at Slaughter and May. While retaining our multi-specialist approach, we established departments to handle specific areas such as conveyancing, tax, probate and trust, and later pensions.

In the 1950s our US client base expanded considerably partly through connections with our American bank clients, Morgan Guaranty and Bank of America.

In the 1960s and 1970s syndicated loans accounted for a major part of our banking work and we were also involved in many significant project financings including the opening up of the North Sea for exploration. We were also at the forefront of the development of the Eurobond market in the 1970s and 1980s.

The growth of international business led to the firm setting up offices in Paris and Hong Kong in 1974. Slaughter and May was the first City law firm to establish itself in Hong Kong. An important early client of our Hong Kong office was the Mass Transit Railway Corporation, builders of the Hong Kong underground system, for which we acted in negotiating financing arrangements and a number of construction contracts. They remain to this day an important client of the firm.

Our role as the leading law firm in the City of London was confirmed in the 1980s and 1990s, as we acted on a huge number of privatisations, including British Aerospace, British Airways, Jaguar, British Telecom, BP, British Gas and British Steel. We also had a large team working for several years on the fall-out following the collapse of Barings bank.

The turn of the century brought about the development of our distinctive international approach and we have continued to see the relationship with our "Best Friends" flourish.

We are proud of our heritage but embrace the future. History shows that we move with the times and are constantly striving to retain our position as a premier international law firm.

Our Asset Management practice concentrates on high value added and special projects, including innovative cross-border structuring and funds enabling foreign investor access to new emerging markets.

Merger and reorganisation activity is also an important part of our practice and we advised on the two largest (European Capital and 3i Infrastructure) and five of the top eight LSE fund launches in 2007, and on both the emerging market funds in the top ten new AIM funds.

Our work includes:

· establishing and structuring in light of regulatory and fiscal restraints to include authorisation, licensing and regulation of fund managers, both in the UK and elsewhere

· the structuring, establishment, promotion and administration of investment funds of all types in the UK and the other major fund jurisdictions around the world

· new fund and investment products and reorganisation of existing structures to enhance investor value or solve liquidity difficulties

· alternative investments (hedge funds, private equity and property funds)

· the terms of investment management and advisory appointments including performance fees and exclusivity arrangements

· intellectual property and information technology

· custody and settlement issues

Capital Markets

Our clients represent the full range of participants in the international capital markets, including issuers (corporate, sovereigns and others), underwriters and managers, trustees, investors and rating agencies.

Our experience on capital raisings includes advising on:

· bond issues, from "plain vanilla" to highly structured products

· sovereign debt

· initial public offerings

· rights issues

· convertible and exchangeable securities

· placings

· equity derivatives

· hedging and stabilisation of equity and equity-related products

Many of our transactions involve offerings in overseas stock exchanges and we work on these international offerings in seamless integrated teams with our leading local counsel.

Commercial Real Estate

Our Commercial Real Estate practice ranges from specific property and related transactions to the property issues that arise in commercial transactions. We have advised on many of the largest and most innovative UK commercial property transactions.

We have considerable experience in the Real Estate, Housebuilding and Construction sector and advise many of the market leaders.

Our experience covers:

· the acquisition and disposal of all types of interest in real estate from transactions involving property portfolios to discrete sales and purchases

· every aspect of development including planning, environment, construction and taxation issues

· the whole range of landlord and tenant matters from the creation and disposal of leasehold interests to ongoing management issues. We act for landlords, tenants and lenders

· real estate finance, advising owners, lenders, borrowers, equity investors, lead managers and others on all aspects of financing, secured lending and securitisation

· construction contracts that range from major infrastructure provision and power and energy projects to inner city development and regeneration

We have considerable knowledge of all market sectors including Retailers, Sport, Travel and Leisure, Electricity, Nuclear and Renewables, Mining and Minerals and Infrastructure, Energy and Natural Resources.

Competition

We have one of Europe's leading competition and regulatory practices and for many years have been ranked top in the field of competition law by the leading legal directories. Our competition practice includes about 40 lawyers based in London and Brussels. They are all specialists in competition and sectoral regulatory law.

We have an outstanding reputation in transactional work, corporate advisory work, cartels, abuse of dominance, market investigations, State aid and regulatory work. Our expertise makes us very well placed to deal with the current increase in private actions based on competition law.

The group is made up of nine partners (seven in London and two in Brussels) and an adviser on regulated industries, Christopher Wright. The London and Brussels offices act as one integrated team and have close working relationships with the competition practices of our "Best Friends" in other major jurisdictions.

Corporate and Commercial

Our corporate and commercial work is at the heart of our practice. We service a range of UK and international clients in every sector and advise on a broad spectrum of corporate and commercial work.

Our approach and our reputation mean that we:

· are the principal legal adviser for more companies fully listed on the London Stock Exchange than any of our competitors

· act for more FTSE 100 and FTSE 250 companies than any other law firm

· are recognised as the 'premier English corporate firm' (IFLR 1000, 2007)

· have been voted 'The Company Secretary's Favourite Law Firm' (The Chambers AoB Awards, 2007)

The depth of our expertise enables us to advise on highly complex domestic and international commercial transactions working closely with our other specialist groups and in seamless integrated teams with leading local counsel.

Dispute Resolution

We have an outstanding international reputation. Our Dispute Resolution group acts for a broad spectrum of clients, particularly those in the corporate and financial sectors. Our clients include sovereign governments, multinationals, Financial Institutions and international organisations.

We handle:

· a wide range of civil disputes and proceedings

· domestic and international arbitrations

· investigations by the Financial Services Authority

· the full range of statutory and regulatory inquiries and disciplinary proceedings

· criminal proceedings arising in a corporate context

· a variety of administrative law matters often involving proceedings for judicial review

· the implementation of innovative litigation strategies relating to the mergers and acquisitions and transactional work of the firm

Our dispute resolution lawyers regularly work in multidisciplinary teams with our tax, competition, intellectual property, information technology and infrastructure, energy and natural resources lawyers.

We have recently built a team of cross-disciplinary specialists comprising lawyers from our Competition and Dispute Resolution groups to spearhead the anticipated increase in private actions based on competition law. Competition Litigation is complex and requires first-class litigation and dispute resolution skills as well as leading-edge competition law and economics expertise which we are able to provide.

Disputes covering the full spectrum of intellectual property rights are dealt with by our specialist Intellectual Property lawyers.

Environment

We handle a wide range of environmental law issues from compliance, management and liability to the environmental aspects of corporate and financing transactions.

Our work includes advising on:

· the identification and management of contaminated land, particularly under the contaminated land power which came into force in 2000 - whether or not to carry out intrusive investigations and what to do with the results of any such investigation

· claims in relation to contaminated land - by the Environment Agency that remediation is required, or private claims between adjoining landowners or landlord and tenant

· environmental insurance - obtaining, negotiating and advising on insurance policies

· compliance and permitting - applications for Integrated Pollution Prevention and Control permits

· directors' liability for environmental and health and safety matters

· environmental management procedures - establishing internal monitoring and reporting structures

· auditing and privilege - selecting, instructing and defining the terms of reference for environmental consultants

· planning, noise abatement and emissions trading

Financial Regulation

We advise on the supervision and regulation of investment firms, banks, building and friendly societies, insurance companies, brokers, exchanges and clearing houses (broadly all Financial Institutions which are regulated by the Financial Services Authority ("FSA")).

Among other things, we advise on:

· the rules and their application in mergers and acquisitions

· the structuring of new and innovative products

· the establishment of financial services businesses

· regulatory capital including Basel-related developments

· distribution and outsourcing arrangements

· regulatory investigations and disciplinary proceedings

· aspects of Asset Management

· developments in the law and market practice

· financial services e-commerce projects

· issues arising out of the anti-money laundering regime

We have been closely involved with our clients and the FSA in the consultation process surrounding the Financial Services and Markets Act ("FSMA") and the development of the FSA's Handbook. This enables us to provide insight, support and advice on the regulatory aspects of transactions in the area of financial services and to find practical solutions to the regulatory issues, whether of a strategic or compliance nature, that our clients face.

Many of the projects that we are involved in have an extensive international or cross-border element. We work in seamless integrated teams with leading local counsel who have some of the most highly regarded financial institutions lawyers in Europe, the US and Asia, as well as strong and constructive relationships with local regulators.

Financing

Our financing lawyers are highly regarded for their excellence, broad experience and versatility. We have a strong reputation for working on the most difficult, demanding and innovative deals and we aim to provide the highest quality of service to all types of clients, including financial institutions, corporates, sovereigns and other organisations.

We act for many leading UK and international corporates, and support them in all their treasury transactions, making us a pre-eminent adviser to corporate borrowers and issuers. In addition we work for major financial institutions, usually on their most challenging transactions or those involving novel instruments or structures. Separately, our corporate recovery and insolvency practice has an unmatched track record in acting on the most high profile cases in recent years.

Our financing expertise includes:

· acquisition and leveraged financing, including senior, mezzanine and subordinated debt and high yield bonds

· corporate recovery and insolvency, including debt restructuring and refinancing, debt for equity swaps, schemes of arrangement and administration

· derivatives of various types and forms, including interest rate, currency, credit, equity, commodity, insurance and other swaps and options, repos and stock lending

· leasing and asset finance for aircraft, ships and other capital assets

· loan finance of all kinds, including corporate and sovereign

· project finance in a variety of sectors around the world

· securitisations, including synthetic securitisation, of many types of asset in numerous countries, employing a variety of structures

· structured products, including arrangements designed to meet specific tax, accounting or regulatory objectives

Acquisition and Leveraged Finance

We regularly handle finance for public takeovers, private acquisitions and asset purchases. This work is frequently complex, highly structured and leveraged, involving sophisticated inter-creditor and security sharing arrangements. This often requires our financing lawyers to work closely with our mergers and acquisitions lawyers and experts in other fields such as taxation, pensions and employment, competition, intellectual property and commercial real estate.

We represent a wide variety of clients in this area: industry buyers, venture capital and private equity funds, other types of equity investors, arrangers and providers of loan finance at the senior, mezzanine and subordinated levels and lead managers of high yield bonds.

Information Technology

Our information technology lawyers have a deep understanding of the Technology sector gained from advising companies active across a broad range of mainstream systems, database and telecoms technologies, as well as new technologies including internet, telecoms and wireless and satellite communications.

We advise on:

· commercial IT arrangements, including software licensing, hosting and support services, systems development and integration and applications development. These transactions often involve a number of national and international suppliers and subcontractors

· technology outsourcing including infrastructure, desktop, application and application support as well as more general business transformation outsourcing including in relation to business process and knowledge process

· corporate, mergers and acquisitions, and private equity transactions which require specialist IT input or have significant risk or value drivers associated with technology

· the development and implementation of global licensing strategies ranging from simple licences relating to standard 'off the shelf' packages to complex deals involving significant consultancy, design and development of bespoke technology

· IT disputes. We have strong experience of mediation and other forms of alternative dispute resolution, as well as arbitration and court proceedings in a large number of jurisdictions

Infrastructure, Energy and Natural Resources

Our Infrastructure, Energy and Natural Resources practice has extensive and broad expertise in legal transactions in all industry sectors. We have close relationships with leading independent law firms across the world and work with them in seamless integrated teams, giving us the ability to offer a full international service.

We advise on the full range of matters for infrastructure, energy and natural resources clients, including mergers and acquisitions, all forms of financing, competition and regulatory, tax, commercial and trading contracts and general commercial and corporate advice.

The industries covered by our practice include:

· Oil and Gas

· Electricity, Nuclear and Renewables

· Mining and Minerals

· Water and Waste Management

· Transport and Logistics

· Telecoms

· Real Estate, Housebuilding and Construction

Intellectual Property

We seek to manage and mitigate risk and to maximise the return from intellectual property ("IP") assets for the benefit of our clients. We advise on all aspects of the creation, exploitation and enforcement of IP rights.

Our clients operate in a wide range of industry sectors including Pharmaceuticals, Biotechnology and Healthcare, Financial Institutions, Telecoms, Media, Sport, Consumer Goods and Retail.

We handle:

· disputes covering the full spectrum of intellectual property rights - these range from complex patent actions to all forms of dispute relating to trade marks, passing off, copyright, database rights, design rights and breach of confidence claims. Our experience encompasses multi-jurisdictional and domestic disputes at every level including proceedings in the High Court, Court of Appeal and the registries including the European Patent Office and the Office for Harmonisation in the Internal Market ("OHIM"). We regularly advise on cross-border litigation strategy. We also advise on Competition Litigation, working with lawyers from our Competition group (Competition Litigation) and we have played an innovative role in developing competition law defences to patent infringement actions in the UK Courts

· IP related agreements - these include trademark licensing, distribution agreements, sponsorship agreements and franchising deals. Our specialist Pharmaceuticals, Biotechnology and Healthcare team deals with licensing, collaboration and research and development agreements. We also provide strategic advice in managing and commercialising patent and trade mark portfolios

· transactional work - which includes advising on mergers and acquisitions, disposals and joint ventures where technology or brands are integral to the transaction, structure or value. This may involve establishing sophisticated licensing structures, conducting complex due diligence exercises on very substantial portfolios of patents, trade marks and copyright works and advising on the creation and enforcement of security interests over IP assets

Mergers and Acquisitions

We advise leading UK and overseas companies on all aspects of buying and selling companies and businesses, often involving a cross-border element.

We have unrivalled credentials for UK mergers and acquisitions ("M&A"). We are a market leader for UK M&A advice (The Legal 500, 2007, Chambers UK, 2008 and IFLR 1000, 2008). We are the leading UK law firm for highly regarded lawyers for global M&A (Mergers & Acquisitions, Who'sWhoLegal, 2007). In 2007 we advised on more deals involving UK companies by value than any other law firm.

Many of our M&A deals have a global dimension and we work in seamless integrated teams with leading local counsel to provide the best expertise and contacts for each transaction. In 2007, together with our "Best Friends" based in eleven jurisdictions, we advised on more M&A deals in Europe by value and number than any other law firm.

We advise buyers, sellers and financial advisers on both public and private mergers and acquisitions, and private equity buyers on Private Equity financed deals.

We deliver the full range of services which apply to an M&A transaction working in multi-disciplinary teams with lawyers from our specialist groups.

Outsourcing

Strategic sourcing arrangements offer significant opportunities to our clients, but carry substantial risk. We provide legal advice with an emphasis on commercial solutions that help clients maximise those opportunities and minimise the risks.

We advise on technology outsourcing including infrastructure, desktop, application and application support as well as more general business transformation outsourcing including business process, knowledge process, manufacturing, telecoms and facilities management outsourcing. We also advise on a number of other types of innovative sourcing including co-sourcing, multi-sourcing, offshoring and insourcing.

We work closely with specialists in each relevant practice area including financial regulation, tax, employment and pensions, competition and regulatory, dispute resolution and commercial real estate as the need arises.

We have assisted a number of clients on re-evaluation and renegotiation of current outsourcing arrangements. Our work includes the preparation of agreements, and advice in relation to the management of relationships that are flexible, operationally relevant and intended as practical manuals to last the full term of the deal.

In 2007 our outsourcing team was recognised as a leader in its field by the outsourcing industry's leading trade body, winning the National Outsourcing Association ("NOA") 'Outsourcing Adviser of the Year 2007' award for best practice in outsourcing. This achievement reflects the NOA's recognition of our unique approach to supporting outsourcing transactions.

Pensions and Employment

Pensions and employment law and practice is experiencing an unprecedented period of change.

Faced with final salary schemes that are no longer affordable, employers are restructuring their pension arrangements. However, pensions law can affect an employer's ability to make such changes and require employers to consult members on their proposals.

The Pensions Regulator has extensive powers to compel employers and those associated with them to contribute to shortfalls in pension schemes or provide financial support to pension schemes. The Finance Act 2004 which was implemented in April 2006 also resulted in a radical overhaul of pensions taxation.

In the employment sphere, we continue to seek pragmatic and practical solutions for our clients in the constantly evolving sphere of employment legislation.

Our Pensions and Employment group is committed to keeping clients fully up to date and to helping them absorb all of these changes as quickly and efficiently as possible.

Private Equity

We have extensive experience and expertise in every aspect of private equity work. Our versatile lawyers advise on the full range of transactions from venture capital investments to the largest and most complex cross-border mergers and acquisitions and from the initial investment all the way through to exit.

Our clients include equity investors, lenders, companies raising equity and management teams.

Sport

We provide a full service to sports clients ranging from governing bodies (the England and Wales Cricket Board) to participants (The Arsenal Football Club, Tottenham Hotspur FC, Christian Klien).

The scope of our work is extremely varied. We advise on:

· on-field matters (such as player contracts, transfers, registration issues and disciplinary actions)

· other sporting authority disciplinary and arbitration proceedings

· regulation of participants by sports governing bodies

· every aspect of the commercial, corporate, financing, construction, tax, competition, broadcasting, merchandising, image rights and sponsorship activities of major sporting entities

Our Sports practice is made up of a multi-disciplinary legal team of specialist corporate, commercial, intellectual property, financing, litigation, competition, tax, property and construction lawyers. This approach puts us in a unique position to provide the complete range of sports law advice and a full service sports law practice.

With our Infrastructure, Energy and Natural Resources practice we also have extensive experience advising in relation to the building of sports stadia.

Tax

Almost all commercial transactions have tax implications, and tax considerations will often affect and sometimes dictate the form of a transaction.

We have a highly experienced group of ten partners and around 30 other specialist lawyers who deal with the tax aspects of the full range of corporate, commercial and financial transactions.

Alongside a wide range of tax related services, we advise on the:

· structuring of the biggest and most complicated mergers and acquisitions and corporate finance transactions

· development of innovative and tax efficient structures for the full range of financing transactions (including Tax Efficient Financing) working as a multi-disciplinary team with lawyers from our Financing group

· documentation to implement transactions, to ensure that it meets tax objectives

· tax aspects of private equity transactions and investment funds from initial investment to exit

· Tax Investigations and Disputes from initial queries to litigation or settlement

We also provide a general tax and stand-alone tax consultancy service and offer constructive and innovative tax solutions to all problems.

Much of our work has an international dimension and we work closely in seamless integrated teams with leading local tax advisers to enable our clients to meet their objectives in the most positive and tax efficient way.