IFLR 1000
The Guide to the World's Leading Financial Law Firms

Clifford Chance keeps its position in tier two this year. In 2010 the firm added a new partner in Alastair Mordaunt, a director at the UK's Office of Fair Trading (OFT), while John Osborne withdrew to a consultancy role. 2010 also saw the firm add Babcock to its list of clients.

The firm was especially busy on merger work through 2010. In highlight cases, Thomas Vinje led a team to successfully help Oracle receive phase II clearance for its $7.4 billion acquisition of Sun Microsystems, overcoming strong objections by competitors.

Leading lawyer Tony Reeves advised Citigroup on its acquisition of EMI, which obtained clearance in Japan as well as in Europe after the Commission granted a delay to allow for debt restructurings, while Frances Dethmers and Miguel Odriozola advised Iberia on its merger with British Airways, obtaining approval in July 2010 in 13 jurisdictions including the EU. It is the first time the commission has approved such a large airline merger at the first phase.

Oliver Bretz advised International Power on its combination with EDF Suez and Greg Olson advised new client Babcock International on an acquisition procedure that required clearance for some sensitive defence issues.

Clifford Chance holds on to its second tier position despite reports of decreased visibility from market commentators. "We do work with them, but for British firms, the work is carried out in London. They're heavily dependent on London," says one partner. However, the firm's well-established network is of benefit to foreign investors as the offices in Central Europe are proficient when it comes to sharing knowledge. The Prague office provides multi-lingual support for clients and is adept at advising on multi-jurisdictional matters.

On the transactional front, in derivatives, the firm has a very strong niche specialisation in the area of emissions trading. It has been advising the Czech State (since 2009) on all its trades in assigned amount units (AAU) within the framework of the Kyoto protocol. The proceeds of these trades are then used within the Czech Green Investment Scheme. The value of these trades so far stands at €700 million. Furthermore, such trades have made the Czech Republic the biggest AAU-selling nation in terms of volume traded. The firm has also been active for HSBC and Citibank Europe in connection with sales of consumer loans portfolios.

"I would pick Clifford Chance to represent me", are the words of one of the firm's peers and there is a general consensus on the pedigree of the firm as a top-flight operator. It is also felt that the firm operates more independently in Prague than other international firms. Client feedback has also been positive. "They're one of the leading law firms in Czech," says one client, adding: "They're able to provide a quick response and are excellent in drafting legal documents."

The successful collaboration between the firm's banking, energy and real estate teams has helped consolidate the firm's top tier ranking. The firm advised on the €266 million financing of Macquarie European Infrastructure Fund's acquisition of Ceské Radiokomunikace. The financed transaction is the largest acquisition of 2010. Additionally the firm advised HSBC and Citibank Europe on a €27 million and €35 million syndicated financing acquisition of Skoda Machine Tool, finalising the "white wash" procedure relating to the financing of the Skoda Power acquisition by Doosan Heavy Industries Czech. The first ever completed "white wash" procedure under Czech law.

The firm also advised KKCG on the financing aspects of a restructuring in the KKCG Group, including advising on a €100 million syndicated acquisition facility for Ortoklas which was provided by Komercní bank, HSBC and RBS and on a €105 million intragroup bilateral facility, both relating to the acquisition of a 50% stake in Europglas from EON Ruhrgas International. The financed transaction was one of the largest acquisitions of 2010.

Clifford Chance has also been very active in cross border work. The firm was involved in ABN Amro Bank's financing of its acquisition by Gilde Buy-Out Fund IV of Teleplan International (a Dutch public company listed in Germany) and on the financing of Teleplan Prague.

The firm has also been highly visible in project finance with its involvement in UniCredit bank's €102 million facility agreement regarding the financing of and construction of the largest photovoltaic power plant in the Czech Republic for the client FVE Czech Novum. Moreover, the firm advised the banks Ceskoslovenská obchodní banka and Ceská sporitelna in the €100 million syndicated financing for the development of New Karolina Shopping Center in Ostrava.

After a number of years of improved performances, Clifford Chance moves up in the rankings this year after the market almost unanimously agreed it merited a top tier spot. "Clifford Chance deserve tier one. Based on last year, they deserve to be there. They are sophisticated and independent from the London office. I see them a lot," says one peer.

It is self evident from the firm's activity that they have been involved in the highest profile deals of the previous year. In the last six months in particular the firm witnessed a dramatic rise in activity levels. This was demonstrated by the closure of two of the largest transactions in the Czech market in the space of a concentrated fortnight in January 2011. tone saw the firm advising Macquarie European Infrastructure Fund on the €574 million acquisition of Ceské Radiokomunikace (one of the largest telecommunications companies in the Czech Republic) from Mid Europa Partners and Al Bateen. The firm was also involved with Indoverse (Czech) Coal Investments on the acquisition of the remaining 50% share in the Czech Coal group (a large Czech brown coal mining company) from the Dutch sellers (Czech Coal).

The team also represented Dalkia Ceska republika (Dalkia) (the biggest heat producer in the Czech Republic) on its acquisition of all the shares in NWR Energy from New World Resources (Central Europe's leading hard coal producer). The transaction consisted of the outsourcing of heating, cogeneration and other energy assets located in the Czech Republic and Poland from New World Resources to Dalkia. At €131 million, it represents one of the largest outsourcing transactions in the energy and utilities sector in the Czech Republic to date.

With an impressive client list that includes Argus Capital Partners, Pfizer, Dalkia, Chevron and KKCG; Clifford Chance has proved itself as market leaders.

Clifford Chance has been threatening to break in to the top tier for quite some time. The firm has been highly visible on the market and competitors and clients alike believe that the firm has now established its place in the top flight. "I don't complain, we are behind White & Case and Clifford Chance," says one partner, with another adding: "Clifford is increasingly seen on transactions". Moreover, as one client says: "The fact is that in the last two years, White & Case had a huge advantage but Clifford Chance is catching up or is even [already] here."

It's no secret that the market holds deep respect for Tomás Richter and recently he was appointed to the position of professor to the chair 'Cross-border Corporate Insolvency Law' at the Faculty of Law, Radboud University Nijmegen in the Netherlands. "He is a professor of insolvency law and very well respected," says one client.

The firm has been involved in the major insolvency cases of the last year. In one the team advised Ceská sporitelna and Reico Investment on the defence of procedural and substantive rights in the insolvency proceedings concerning Odevní podnik. This includes litigation at appellate and constitutional review level. At one time, OP Prostejov was at the height of Czech industry (with 5000 employees, 150 stores and five manufacturing plants spread throughout the country). The company once produced clothes for Czech Olympic teams and state officials, and tailored for brands such as Hugo Boss. Additionally, in relation to insolvency proceedings with regard to Orfus, the firm has been involved with Amstel Lease Maatschappij (on issues associated with the machinery leased to Orfus) and Deutsche Bank Netherlands as a secured creditor on registration of its claim of €10 million and issues associated with the sale of the secured assets).

In restructuring, the firm is involved in the Ceskoslovenská obchodní banka and Crédit Agricole €44 million and €33 million financing of Tatra Group (a Czech manufacturer of trucks for both commercial and military purposes) including major restructurings in 2009, 2010 and 2011. The firm is also working with HSBC regarding the potential insolvency of GCG International (a Czech electronic device manufacturer) and the related acceleration of the loan granted to it.

Clifford Chance displayed its strength on the debt capital markets yet again. The firm advised arrangers Barclays Bank, Deutsche Bank and HSBC on the update of the €3 billion EMTN programme for the issuance of loan participation notes to be issued by, but with limited recourse to, PKO Finance for the purpose of financing senior and subordinated loans to Powszechna Kasa Oszcz_dno_ci Bank Polski Spó_ka Akcyjna. This deal formed part of one of the biggest EMTN Programmes established by a Polish listed bank.

It was not the firm's only deal moreover, as it also advised on one of the first Eurobonds issued (€100 million) by a Polish regional railway company (Koleje Mazowieckie), when it acted for arrangers Standard Bank.

Another exemplary deal saw the firm advise NYSE Euronext on a strategic, long-term cooperation agreement with the Warsaw Stock Exchange. "They are certainly a top notch debt capital markets firm," says one peer, with another adding: "Clifford is active in debt and should be number one".

Clifford Chance is in possession of a powerful brand name and retains its position in the top flight as its deal list continues to impress. Like other international law firms, the firm has been subject to criticism that sees its local office as a reflection of the strength in London; nonetheless, as one partner says, this is also a source of strength: "As for Clifford Chance, they have good position because they do a lot of cross-border transactions steered from their London office."

Nevertheless, within the space the firm occupies, it has lost some of its market share. "To be honest in banking right now, after the changes, Clifford Chance is much weaker now than it used to be because some people left recently to White & Case. [But] I think Clifford Chance should be in the same tier," says one competitor. The firm was landed a weighty blow when it lost its real estate arm to Salans. This included the head of real estate, Pawel Debowski, a man of high standing in CEE (Central & Eastern Europe). More recently, the firm lost banking lawyers Tomasz Ostrowski and Nicholas Coddington to White & Case.

Despite the internal troubles that have beset the firm's banking practice, it has been involved in some leading instructions. The firm continues to advise the CIECH Group on their debt refinancing, which involves sixteen lenders and on the preparation of an ideal debt financing structure. The agreement entails a €185 million refinancing loan, a €25 million revolving loan, and a €75 million investment credit from the European Bank for Reconstruction and Development (EBRD).

Furthermore, the firm was involved in a high profile €500 million syndicated loan to Telekomunikacja Polska, the leading Polish telecom company. Notably, nineteen banks participated in the syndicate as lead arrangers/book runners. The firm also advised Westdeutsche Immobilien Bank on the investment financing for Rockspring TransEuropean Property Limited Partnership IV's €47 million acquisition of the Ferio Shopping Centre in Konin.

This year, Clifford Chance breaks into the top tier. Among notable private equity houses such as Advent, Montagu and Innova, Clifford Chance is deemed a first choice. "Clifford is predominantly involved in private equity deals. It's inherently part of M&A," says one partner. Market commentators have been in general accord as to where the firm should stand. "Clifford Chance should be in tier one. They have participated here and have been very active in the market", says one partner. "I believe Clifford Chance are coming up, says another partner.

The English law capability of the firm proves a strong advantage for it as it continues to attract high value mandates. The firm advised Polski Koncern Naftowy Orlen, one of the shareholders of Polkomtel, on the intended transfer of its 25% stake in Polkomtel. The sale process includes all the shareholders and all the shares are valued at €4.5 billion. Additionally, the firm advised EPH in the privatisation process of two Polish leading energy groups, namely Enea at €1.25 billion and Energa at €1 billion. Furthermore, the firm advised Lotos Petrobaltic on the takeover of the remaining 59.41% stake in a Lithuanian upstream firm, AB Geonafta, as well as on obtaining a credit facility for the transaction from Nordea Bank Finland Lithuania Branch and Nordea Bank Polska. The firm also advised Royal Unibrew with regard to the transfer of its Polish brewing assets to the Polish independent brewer, Van Pur in return for a 20% share in the enlarged group.

Clifford Chance is the big winner this year. After displaying consistency and attracting some of Poland's most significant mandates, the firm succeeds in securing itself a place in the top tier. The firm's success is also measured by its large inter-disciplinary team, which gathers experts across the pertinent fields. "In tier two I saw several major project finance projects made by Clifford Chance so I would consider moving them to the higher position," says one partner, adding: "Clifford Chance's Jan Zdzienicki was always doing good project finance [work]."

The firm has been involved in some of the market's highest profile deals this year. It advised EBRD (European Bank for Reconstruction and Development) and a number of commercial banks in the €136 million financing of Poland's biggest wind farm to date. The 120MW project in the municipality of Margonin, north of Poznan is sponsored by Portugal's EDP Renováveis (EDPR). The project was co-financed by the European Investment Bank.

Additionally, the firm was involved in one of the largest project finance transactions supported by the Polish ECA (export credit agency). Moreover, it was the first syndicated facility into Russia governed by Polish law and fully underwritten by Polish Banks. The firm advised BRE Bank, Bank Gospodarstwa Krajowego and Raiffeisen Bank Polska in relation to the €70 million project financing for OOO Avielen, a project company set up to develop a hotel and office building at Pulkovo Airport in St Petersburg. Construction work is being led by Unibep, a leading Polish construction company. The financing is supported by the Polish export-credit agency, KUKE. The firm also advised PWK, a SPV (special purpose vehicle) established by several municipalities and a water and sewage company, to invest in the water and sewage infrastructure in the towns and villages neighbouring the city of Bydgoszcz. The overall deal value stood at €80 million.

Clifford Chance is a solid tier two firm whose expertise on the debt side specifically has worked well for them with the market being skewed in that direction this year.

"CC have capable lawyers yes, but do still suffer a bit from the management shakeup that went on," comments one partner, though the overall market consensus seems to be that CC is still a tier two firm that, on the debt side, is aiming for the top tier.

Clients are also pleased with the services they have received: "They were proficient, and applied themselves well. They were very switched on, and it all worked smoothly," says one, while another praises the level of senior engagement on deals: "The level of partner involvement was very good."

A big deal for the team was its advising of Barclays Capital, Citi and Deutsche Bank in their capacity as joint lead managers of an offering of 2.625% senior unsecured convertible bonds by Lukoil International Finance. Due in 2015 Lukoil, a subsidiary concern of OAO Lukoil, saw a value of $1.5 billion represented in this deal, which closed in the final months of 2010 having been overseen by lead partner Tamer Amara in Moscow.

In a similar deal, in client, role and scope, a team again led by Tamer Amara advised joint lead managers Barclays Capital, ING and RBS on the offering of $1 billion of notes with a 6.125% coupon by Lukoil International Finance. The notes are due 2020 and the deal closed out in September 2010.

On the equity side, Arthur Iliev teamed up with the firm's counterpart office in London to advise Deutsche Bank, JPMorgan Securities, Troika Dialog and TD Investments as underwriters with respect to a $388 million US Reg S offering of shares in Mostotrest, a large transport infrastructure construction group.

Iliev himself is an experienced and well regarded partner in the market, as one competitor says: "Iliev's is a name that springs to mind when you think of the more refined, mature lawyers in this area."

"CC is one of the names we see most, we are always opposite them. They have a large team out there," comments a rival partner on just how active the magic circle firm has been over the past 12 months. Having come through a protracted global reorganisation, the firm has emerged and seemingly put itself on a steady footing in Russia, evidenced by retaining its tier one placing this year.

Leading lawyer Victoria Bortkevicha has been extremely active, appearing on almost all of the firm's standout deals, this included arguably the firm's number one banking deal this year acting for Sberbank, the largest bank in Russia, on a refinancing of its external debt through receiving a $2 billion facility extended by a syndicate of international banks including, but not exclusively, Barclays Capital, BNP Paribas and ING. The deal was extremely high profile and represented the largest ever syndicated loan to a Russian financial institution as well as the largest loan of that type to any bank in the region during 2010. The deal finally closed successfully in December 2010.

Bortkevicha also led, with assistance from Clifford Chance's London office, on a deal for VTB Capital. In this the bank provided a facility to The Seventh Continent, a leading Russian food retailer. The deal completed in October 2010 for a value of approximately $650 million.

Leading lawyer Logan Wright actually heads up the banking and finance practice in Moscow, and he has been involved at the sharp end of deals too. Wright headed up a team advising RBS, Deutsche Bank and ING on the provision of a pre-export finance credit facility for Evraz, a leading steel production and mining company that has been very active in securing capital for itself this year. This deal, which was oversubscribed, closed out just before Christmas 2010 for an overall value of $950 million.

Clifford Chance's M&A team has had a rough year of it, with many in the market of the opinion that the firm cannot honestly maintain a top tier position with the number of people that have left over the past few years and while its visibility on deals remains below that required of a top firm.

"Clifford Chance has taken a whack, with a number of people leaving," says one partner, while another peer echoes the recurring view: "Departures have affected them, and they are stretched."

"I just don't see them on as many deals, they are not a powerhouse. They are a good firm, no question about that, I just don't see them in the same way now," comments a partner. Another corporate practitioner adds: "Clifford Chance do not necessarily merit a top tier place as its Moscow office is not as powerful as before."

Some key talent still remains. Leading lawyer Marc Bartholomy heads the practice in Moscow and is described as "a great guy, a lawyer's lawyer, you can have some fun with him when doing a deal," by one partner.

A portion of the team's work does remain under confidentiality, due to its ongoing nature, but there are some representative deals that show that the firm, despite dropping a tier, isn't necessarily out of the running completely.

This year, partner Nicholas Rees is leading the team advising Brunswick Rail as it looks to acquire a leading rail leasing company. This deal is notable as it is structured as a LBO and will represent one of the first deals of this type done in the Moscow market. With a value of around €340 million, the deal is currently still active, having started in February 2011, and hopes to close later this year.

Another very big deal for the firm is acting for Avtovaz, the largest car manufacturer in Russia, on a joint venture agreement with an alliance of Renault and Nissan. The deal is a strategic one, as it is hoped that it will enable Avtovaz to get access to modern technology that will allow it to compete with global brands. An ancillary benefit is that it will be perceived to be a boost for the Russian automotive market overall, leaving behind the dubious quality of the old Ladas that once epitomised Russian automotive engineering. Arthur Iliev led on this deal and the value remains confidential.

The projects team at CC is a dynamic set of lawyers who are seemingly within a whisker of breaking into the top tier in this area, with the market keen to stress how increasingly active the firm has become. "CC doesn't really concentrate too much on this area but they have a lot of deals in the pipeline. They are close to going up a tier I think," comments one partner, while another is more certain: "Clifford Chance should be in the first category, they do a lot of work."

"Clifford Chance has a portfolio not exclusively, but a lot, made up of work for lenders, and not so much for Russian banks," observes another peer, giving a flavour of the team's work.

In terms of projects, the team's deal list seems to cut right across all the active areas of the moment. It is involved in infrastructure, advising the federal State Unitary Enterprise Dorogi Rossii (Russian Roads) in the construction and operation of a section of the Moscow to St Petersburg toll road and also with the airports, acting for German airport operator Fraport as lead operator in the joint venture with VTB Capital and the Copelouzos Group from Greece in the project to build and run a new passenger terminal at Pulkovo Airport. This was a PPP (public-private partnership) concession from St Petersburg.

CC has also tapped into the extremely active utilities sector, representing the winning consortium on a PPP scheme for the Yanino waste treatment facility, which will be built in the village of Yanino, which is located between Moscow and St Petersburg.

The firm is also actively engaged with a number of big names in the projects sector, including the EBRD (European Bank for Reconstruction & Development), the International Finance Corporation (IFC) and the Eurasian Development Bank.

Clifford Chance's year was characterised by a shift in its work that reflected the wider market. Beginning with debt restructurings the team there found themselves, by the end of the period, working mainly on refinancings.

"Clifford Chance is there in the top tier, where they should be," comments one partner, exemplifying the general consensus that the Magic Circle firm more than merits its top tier position once again this year.

Esteemed banking lawyers Victoria Bortkevicha and banking practice head Logan Wright have a specific expertise in this area and it is they who lead on the vast majority of the instructions the R&I practice receives.

The firm can also boast one of the most impressive deal lists of any firm this year, with a number of large mandates worked on. As well as being active on a large debt restructuring transaction in the Ukraine, Logan Wright led a team that advised on the refinancing of a pre-export credit facility provided by a syndicate of 14 banks including RBS, Deutsche Bank and ING, whom Clifford Chance acted for on the deal. It was extended to Evraz, a leading mining and steel company, who will use the funds to refinance its current syndicated facility. The deal, which closed in November 2010, completed for a value of $950 million.

Another good representative deal is the team's ongoing work with a confidential group of syndicates that require a restructuring, in terms of an amendment of terms, on four separate facilities extended to UC Rusal, the world's leading aluminium company. The facilities themselves tot up to a value of $5.35 billion and the work is being carried out within the terms of another restructuring that was done to deal with other debts the Rusal group had accrued. Victoria Bortkevicha has taken the lead on this, assisted by associate Adam Page.

Having opened in Kyiv near the end of 2008, Clifford Chance became the first UK magic circle firm in Ukraine. The firm acted for UBS who in turn worked as a solicitation agent in a $175 million Eurobond restructuring of one of the largest Ukrainian banks under temporary administration. The firm also advised the European Bank for Reconstruction and Development (EBRD) on a $20 million loan to a Ukrainian agricultural group.

"They entered the market just at the beginning of the crisis and held their activities. They didn't hire, it's difficult to survive," one partner says. "They're more active in banking and finance," another partner says.

"I had a positive experience with Dmytro Fedoruk of Clifford Chance on an M&A deal. I met some people from Clifford Chance," one partner says. The firm's Ukrainian office is steadily growing in stature. "Clifford Chance does much. Their quality is good. It is tier three or two quality," another partner said. The firm recently advised the shareholders of Vitmark, one of the largest producers of juices in Ukraine, in a sale of a minority interest to private equity fund, Horizon Capital.