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

Allen & Overy has an especially strong five-partner team in Brussels under Dirk Arts, within a global EU Competition team spanning 18 countries.

Arts is described by one client as "very innovative and imaginative ... quite flexible and very responsive". London-based Simon Pritchard also receives praise: "He is an absolutely excellent lawyer," says a peer. Meanwhile, the Paris office is described as "really on top of their game" by another peer, who picks out partner Michel Struys and associate Lilliana Eskenazi.

Some commentators argue that the firm is stronger in the Brussels market than in the wider European arena, however many clients attest to its ability across the continent. "Going through London we have worked with the firm over a number of jurisdictions and they are fantastic," says a client.

Other attributes are the firm's client care and thorough work: "I always feel A&O consider us an important client, we are treated like VIPs even by the high ranking experts. I would say we have a professional friendship", says a client. Compared to other firms, says another, "I would say that A&O is more detailed more careful; they resolve the case without creating any difficulties for the client."

On merger control cases, Philip Mansfield and Michael Reynolds helped Sun Microsystems secure unconditional phase II approval by the Commission on its $7 billion merger with Oracle, which also needed clearance in 16 other jurisdictions, while Martin Bechtold and Pritchard helped Novartis secure one of the largest ever phase I approvals by the Commission on its $40 billion acquisition of Alcon, in which 19 other competition authorities were involved.

The firm also acted for Procter & Gamble in an EU-wide investigation into the laundry powder detergent sector, which also involved Unilever, Henkel and others. A&O won a 10% fine reduction that was further reduced by 50% after the client cooperated with the investigation.

"They are highly capable', says one client. Allen & Overy retain its position in the second tier after another solid year. Though some peers expressed uncertainty over the firm's pedigree in the Czech Republic's capital markets, clients were in no doubt as to the quality of advice received. The firm has not been so visible on the transactional advisory front. However, it has been quite active in policy advisory.

Václav Valvoda, Petr Vybíral and Robert Pavlu have been drawn out for praise with Václav being "known for a relatively long time and held in high esteem". If there is anything which has caused dissatisfaction it is the rate for the services rendered. But as one client says: "Clients will always complain about the price but the service is good."

The firm still advises its enduring client Czech Export Bank (CEB) in connection with the updating of its €3 billion EMTN programme and the various issues of fixed and floating notes contained within. The team also assists CEB with negotiations for schedules to Isda master agreements and credit support annexes. Led by Václav Valvoda, the firm advised the joint lead managers with a €750 million notes issue (due in 2025) by CEZ and assisted the Joint Dealer Managers on CEZ's buy-back and exchange of the outstanding notes for, and the issue of, new €250 million notes (due in 2020). Furthermore, it advised Komer_ní banka with an analysis of the potential impact Czech law might have on the enforceability of an English law governed Isda master agreement (including credit support annex) entered into by two Czech counterparties. The firm also still advises Isda with preparation of a new law on financial collateral and close-out netting.

"They have extensive international presence. Their library is infinite and they have everything at their disposal in any part of the world," says one client, alluding to the depth of knowledge possessed by Allen & Overy.

Among Allen & Overy's competitors, there is reason for justification of its top tier standing. Though this does not mean that it has been free from criticism with one rival saying: "They're very reliant on the London office for work and management. The crisis hit and they had problems." "They're great in England but their presence is diminishing in the Czech Republic," says another rival. However, clients were full of praise for the firm: "I want to stress that A&O is instrumental in helping the whole banking community," says one client, adding, "The very notion that these opinions are available makes the local Czech market on par with other developed markets."

The firm's activity over the last year backs up its market-leading position (for borrowers and lenders) across a range of financing disciplines. In banking, the firm has been active in general lending, acquisition and export finance. Furthermore, in project finance, it has been involved in infrastructure, energy and real estate projects. Silvie Horácková has been described as having "done an excellent job" by one client and Robert Pavlu has been drawn out for praise.

Allen & Overy's Prague office was part of a team that advised ING, BNP Paribas, Raiffeisenbank and Société Générale on the €266 million financing for the acquisition of Ceské Radiokomunikace (one of the largest telecommunications companies in the Czech Republic) by three infrastructure funds operated by Macquarie.

The firm also advised the banks on the €100 million club financing for the acquisition of Europgas. This formed part of a deal where Komercní banka were involved as the escrow agent in regard to the swaps of assets and financial settlement among the KKCG group as it became owner of 100% stake in the Czech oil company Moravské naftové doly.

The firm also advised CSOB and HSBC in relation to a €160 million financing of working capital needs and the refinancing of existing facilities of the Bonatrans Group and ZDB Group (leading manufacturers of railway wheel sets and wires). This was required in an extremely short time frame of two weeks. Allen & Overy was also involved in the €196 million refinancing for the acquisition (98.6%) of Severomoravské vodovody a kanalizace Ostrava by Aqualia Gestión Integral del Agua (which was provided by UniCredit). The firm has also been active in cross-border and asset finance. Finally, in line with the growing importance of renewables, Allen & Overy has been involved in several major financings of photovoltaic projects.

The perception of Allen & Overy in the market by its peers is not altogether clear. While many, no doubt, see the firm as good by virtue of its brand name; reports were varied. While some see the firm as a big-ticket operator. Others point to the firm's lack of consistent visibility, while others even see it as "on the way down".

A clearer picture emerges from clients who praise the firm for its understanding and approach: "The experience is very positive, the team is professional," says one client, adding that the quality of relationship is "very friendly and quite informal" and that they get along "very well both personally and professionally".

Evidence of Allen & Overy's activity is sufficient for the firm to retain its spot in the second tier. One highlight saw the team advise Energie Baden-Wurttemberg (EnBW) in relation to a swap of its shareholding in Prazska teplarenska for 41% of shares in Prazska energetika (PRE). PRE was owned by Energeticky a prumyslovy holding as a result of which EnBW became controlling shareholder in PRE (the third largest electricity supplier in the Czech Republic). The deal was one of the first large share swap deals in the Czech Republic concerning a listed company.

The firm also advised J&T Finance on the acquisition of 100% of the shareholding in Atlantik financni trhy and Atlantik Asset Management investicni spolecnost. Furthermore, the firm worked with GTS Central Europe's Slovak subsidiary on its acquisition of Dial Telecom Slovakia (making GTS the number one alternative telco operator in Slovakia). Consequently, the firm then advised on GTS's acquisition of the Sitel Data Center, a leading regional data centre company.

While there has been a dramatic increase in the filing of claims and subsequent representation of creditors in insolvency proceedings; Allen & Overy has not had a big enough piece of the cake to threaten the top tier. The firm's restructuring practice is not as solid as its other practice areas. "Banking and finance is a good strength of theirs. I'm not so sure they're so specialised," says one partner. Moreover, the retirement of Mikulas Touska has further dented an already subdued practice. However, Robert Pavlu is observed as an individual growing in stature.

Nevertheless, the firm has shown some activity over the last 12 months. It has helped RBS draft a standstill agreement according to English law for a Romanian debtor International Railway Systems. Furthermore, the firm advised a foreign bank on its options in connection with a defaulted loan for which a Czech company provided security (the Czech company possibly being insolvent). The mandate covered advice with regard to the enforcement of security and the restructuring of the Czech company both in and outside formal insolvency proceedings. Finally, Allen & Overy advised a medical equipment supplier in insolvency proceedings against a hospital.

There is little doubt from market commentators that Allen & Overy is rightly placed in tier one. The firm is duly noted for the strength of its capital markets practice and its banking practice continues to excel, having, in 2010, acted in most syndicated loans.

"They're big market players with a real strength in English [law]. They have good Anglo-Saxon contacts," says one competitor. Zoltán Lengyel is praised by peers for his expertise in "the special territory of derivatives transactions" and in 2010 the firm's banking practice was bolstered by the hiring of Károly Fóti as counsel from White & Case.

Clients consistently view the firm as one of the best and show appreciation for its network. "A&O has offices in most of the major cities and [their] market is expanding," says one client. However, there are mixed experiences: "A detailed analysis should have been done," says one client of a recent transaction, "they did it too quickly and unfortunately it needed more time... [but] every firm can make small mistakes".

The firm acted on the largest loan for a Hungarian borrower in some years. This was a cross-border syndicated financing for BorsodChem as part of a restructuring process, which resulted in Wanhua Industrial Group acquiring the shares of BorsodChem.

In the equity capital markets, the firm acted for a Hungarian corporate with regards to a potential listing of shares on the Budapest Stock Exchange.

The Allen & Overy team has developed quite a reputation for Eurobond issues and in 2011 was assisting a leading financial institution with its forthcoming issue. The firm also acted for MOL on its issue of €750 million 5.875% Eurobonds due in 2017 and for the managers in connection with OTP Bank's first ever issue of CHF-denominated notes under its €5 billion EMTN programme.

The firm is also advising numerous international banks and investment firms (including Barclays Capital, BNP Paribas, Crédit Agricole, Nomura International and Société Générale) with regards to its entry into derivatives and repo transactions with Hungarian regulated entities.

Allen & Overy is a solid top end player. "A&O is fairly active but tier two is accurate," says one partner. There was some feeling that the size of the firm affects its visibility. "I think they're a small office...below 20. They do some transactions but they're not really visible," says one peer, adding: "They're active on financing deals but not really visible here [M&A]".

Nevertheless, clients have been very pleased with its work. "We're very happy with them," says one client, adding: "it went very smoothly...it was efficient, pragmatic and responsive. They were double checking everything and were available all the time".

Partner Zoltán Lengyel was praised by one client as "great for negotiations. It's comfortable having him on my side". Clients have also praised the firm for its commercial awareness, "Towards the end when we needed to make a commercial decision, they gave us a list," says one client, "It was not just an abstract list, it had the key ones [key commercial concerns]. They were able to rank issues in commercial importance."

The firm advised Wanhua Industrial Group on its attachment to the complex restructuring and subsequent acquisition of equity in BorsodChem. This transaction was multi-jurisdictional and included the need for Hungarian, English, Polish, Czech and Hong Kong corporate, banking and restructuring advice. Furthermore, the firm advised UnibailRodamco on the sale of its subsidiary holding, a stake in the Árkád shopping mall in Budapest.

Another notable deal saw it advise Randstad on the acquisition of ProfiPower and subsequent merger of Randstad Hungary and ProfiPower. The firm also acted for Liberty Global International/UPC on the auction for the shares in FiberNet and subsequently on the purchase of assets (network).

Despite the low volume of completed project finance transactions in Hungary this year, Allen & Overy is pushing for a place in the top tier. This stems from the strength of the banking and finance team of the firm, which is now two years in from its establishment.

Allen & Overy's Central European banking and finance team is based in the Budapest office and is led by James Graham. It formed in response to clients' need for sophisticated English law advice in banking transactions. "When looking at others, they [A&O] are better because of their network," says one competitor. Other competitors note that the firm is visible in the market.

Across the region, the firm is active with the EBRD (European Bank for Reconstruction & Development) and advised it on its €125 million equity investment in Iberdrola Renovables' wind farm projects in Poland and Hungary. Moreover, it advised BNP Paribas and Raiffeisen Bank International on a €71 million syndicated borrowing base facility for Hungarian Horizon Energy to use to finance the exploration and extraction of oil, gas and other hydrocarbons from Hungarian sites.

Looking forward, RTPR in association with Allen & Overy is a serious contender for a higher ranking and since entering the rankings for the first time last year it has continued to build market share.

Led by Costin Taracila, the capital markets practice is progressively active. The team in mid-2011 was engaged advising the Ministry of Public Finance on the establishment of an up to €7 billion MTN programme. Furthermore, the firm advised KBC Securities in the intermediation of the €107 million sale by the European Bank for Reconstruction and Development (EBRD) of its shareholdings in BRD - Group Société Générale on the Bucharest Stock Exchange.

RTPR in association with Allen & Overy has a banking practice which is growing in stature and some commentators suggest it should be as high as tier one. "We interact with them a lot. They have a continuous stream of transactions," says a competitor.

The firm advised an international financial institution with regard to a €126 million financing, part of which was syndicated by commercial banks, to aluminium company Alro. This was done in order to help the company refinance most of its existing debts and enable it to pursue its objectives in aluminium production.

One highlight for Radu Taracila Padurari Retevoescu (RTPR) saw the firm advise KBC Securities and KBC Securities Romania in the intermediation of the €107 million sale by the European Bank for Reconstruction and Development (EBRD) of its shareholding in BRD - Group Société Générale Bucuresti on the Bucharest Stock Exchange.

RTPR in association with Allen & Overy advised an international financial institution with regard to a €33 million financing to Raja Constanta. The loan is designed to refinance existing financing and to co-finance the EU Cohesion Funds in order to upgrade the regional water infrastructure. "[They're] great guys from Linklaters and acquired lots of technical expertise. But they're not fully integrated," says one peer.

Allen & Overy has had something of a tumultuous year overall and have also had to absorb two big losses from its markets team in Moscow. Its head of equity capital markets Varun Gupta jumped ship to Akin Gump's office in the Russian capital and the head of the debt capital markets and securitisation practice Konstantin Kroll, described by a client in the IFLR1000 last year as 'the best securitisation lawyer in Russia', moved to Jones Day.

"The departures at A&O will make them weaker, no doubt," comments one competitor. Though the firm does hold its positions this year, it will be very interesting to see how it deals with these departures long term, as it is too soon to really see the full effects.

As it happens, Gupta was active on one of the firm's highlight deals this year, advising Mechel on the first Securities and Exchange Commission-registered offering by a Russian company since before the crisis, in 2006. This entailed an offering by shareholders of preferred American Depository Shares (ADS), which was valued at $251 million and then listing the preferred ADS on the NYSE.

Partner James Roe, a big figure in the team there, also advised Troika Dialog and NCB Stockbrokers on an IPO for Avangardco Investment Public. This deal was worth $256 million and was listed on the LSE. Due to troublesome market conditions, the firm is also sitting on a number of postponed IPOs, some for very big name clients, which they will hope to push through before the elections.

The debt side was extremely active for Allen & Overy, including the now-departed Konstantin Kroll advising RusHydro, the world's second-largest hydroelectric power generator, on its debut Eurobond issue. The deal is also notable for the fact that it is the first rouble-denominated Eurobond issue by a Russian corporation.

Eurobonds also made up a good portion of the team's work, as James Roe advised JPMorgan and Troika Dialog in their role as joint lead managers on the five year Eurobond offering for leading Ukraine agricultural industry company Avangard. This offering yielded a value of around $200 million.

In what was a quiet year for derivatives, the team there did manage to eke out a few mandates, including advising a major international bank on a structured equity derivative transaction with regard to American Depository Receipts and local shares in a large Russian production company. This deal, which was led by Konstantin Kroll, employed synthetic equity collateral too.

It is fair to say that Allen & Overy's Moscow office has had something of a difficult year, with some noting that the firm hasn't been such a familiar presence as it had been before on deals, as well as whispers of problems with staffing as lawyers continue to come and go, a situation that can create an unsettled environment, being prevalent.

"It is a strong firm but it is in a difficult transitional period and has lost a lot of important people. We still see them as competition though," concedes a rival partner, and the firm has hung on to its tier one placing by dint of its strong global reputation in banking still being reflected in Russia and as its deal flow remains strong.

The most sizeable deals came from advising VTB Capital. Stephen Matthews acted on one deal regarding a sovereign loan worth $2 billion to Ukraine. Matthews also advised VTB on acquisition financings including a $3.4 billion raising to act as finance for the acquisition of the majority share in Uralkalui. The other aspect of the financing was on structured secured senior acquisition finance facilities for specific use in gaining shares in OJSC Silvinit.

A deal reflecting the trend of how banks are coming together more to lend, saw a team advising a large consortium of international and Russian banks, including Barclays Capital, BNP Paribas, Bank of Moscow, The Bank of Tokyo Mitsubishi, Citibank, Commerzbank, ING, Nordea Bank, RBS, Sberbank, Société Générale, Sumitomo Mitsui and UniCredit on a syndicated pre-export facility extended to the sixth-largest Russian oil company Tatneft. Divided into three tranches, with rates on an ascending lockstep of Libor plus 3.1%, 4% and 5%, the deal overall was worth $2 billion.

Allen & Overy, in this area like others, has seen some turbulent times, with departed partners Konstantin Kroll and Varul Gupta. Having said this, it is perhaps fair to mention that corporate work was not the most important area for these practitioners so their departures are more likely to have an effect in capital markets than on the corporate side.

As ever, A&O tends to garner a lot of work from its superlative banking team. Some even suggest that the firm's deal flow has increased, and one peer says: "Allen & Overy could possibly move up to Tier Two, they have been very active."

Not everyone necessarily agrees with this though, as one partner comments: "A&O are not doing so well at the moment."

Putting the market to one side and focusing on the deals it is clear that A&O does merit its tier placing. The standout deal was arguably a team, led by Tim Shilling and James Roe, advising Rosneft Oil Company as it reached an agreement with Petróleos de Venezuela to acquire its 50% stake in Ruhr Oel for a figure of $1.6 billion.

Shilling also was busy advising AES Corporation as it established a joint venture with Koç Holdings, which is aimed towards developing power generation assets in Turkey, a deal worth $275 million.

As it is in other areas, so it is in project finance for A&O, who have had to weather some disruption this year with staff leaving, including a figurehead of the firm. Market opinion however is still consistent in saying that the firm remains a solid tier two proposition. "Allen & Overy is having real problems with staffing. Tony Humphrey retired and he was their project finance person on the ground," comments a partner on the loss of Humphrey, who ended his long-standing career in April 2011.

A leading lawyer and the firm's managing partner, Humphrey was universally acknowledged to have been a highly skilled lawyer in the Russian market, with a particular strength in projects work, and had over three decades of experience behind him. His loss is undoubtedly a blow for the team, though Edwin Tham has stepped up to assume the managing partner role.

Despite this big departure, the team there does still boast three respected partners, Anton Konnov, Andrei Baev and Elena Tchoubykina, who can welcome back senior associate Veronika Kondruseva from secondment this year, a lawyer with experience in Russian PPP (public-private partnership) projects.

As befits its status, the firm has still managed to be active on some important projects, including one that demonstrates the incipient trend of nuclear power. Andrei Baev and Gareth Price advised Atomstroyexport and INTER RAO UES, as well as Rosatrom and Atomenergoprom, with regard to a newly-minted nuclear power plant (NPP) in Turkey, namely the Akkuyu NPP.

Utilising its strength in energy, teams from A&O also advised Gazrpom on the South Stream gas pipeline, one of the most significant projects of the decade, and also render legal services to projects company Trans-Balkan Pipeline as to arrangements for the financing and building of the Burgas-Alexandroupolus cross-border oil pipeline. This work also involves follow-on work dealing with ports and oil storage infrastructure too.

As noted previously, A&O was one of the quickest firms off the mark in adapting its banking and finance practice to be able to handle the large scale insolvency and restructuring work that the global crisis made prevalent. Making up the respected banking practitioner Elena Tchoubykina to partner was a deft move in maintaining this pre-eminent position, as the market confirms that A&O is still definitely one of the top firms around for this type of work. "I know A&O have done and continue to do some high profile work in this area," observes a peer.

The team maintains a number of outstanding deals that are still requiring work. Continuing a trend from last year, the firm has acted on a number of mandates in the aviation industry, including assisting GE Capital Aviation Services in relation to the bankruptcy of Aeroflot Cargo, taking the project from beginning to liquidation.

Partner Stephen Matthews, who is the head of the firm's banking practice in Russia, has also been active on restructurings. On one project he advised VTB Capital and VTB with regard to their exposures of high value acquisition finance loans based in the natural resources sector, and on another he acted for Credit Suisse on the restructuring of a residential mortgage loan deal.

Allen & Overy is solid and seemingly entrenched at the top of the legal market in the Slovak Republic. The firm's status among the market's elite remains unchallenged and it backs up these claims with evidence of the consistent ability to attract the market's leading mandates. "Allen & Overy continue to be active on bank mandating. [They] compete on the largest bank mandates. On financing they are top competitors," says one rival. "Certainly in banking and finance they are visible on the market and participate in the big deals. But, they only concentrate on the big ticket financings," another rival says. "Allen & Overy are good; keep them in tier one because I know they are really involved in big banking transactions. When I meet bankers they always speak of A&O," one partner says.

Furthermore, the firm's clients have been delighted by the quality of service they receive from the firm. "We have very good experience with A&O; we have worked on several files. They are flexible, are open to listening to the needs of their clients, this is my experience," says one client. "They have [a] very compact banking team with strong individuals and [a] unique department head," says one client, adding: "They are always prepare[d] to discuss about new solutions or concepts. A lot of their concepts arise from deep knowledge. In my experience, they are oriented at the same good level in the project finance as in any other kind of financing (e.g. financing of large corporate clients)".

In the last twelve months, the firm has continued to generate volume and quality as it is involved in some of the market's highest value instructions. The firm advised a club of banks that included Tatra banka, Vseobecná úverová banka and UniCredit Bank Slovakia on an up to €180 million senior dividend recapitalisation credit facility provided to one of the largest private equity sponsors in CEE (Central & Eastern Europe), an investee company of Penta Investments, Cyprus. Additionally, the firm acted for a club of banks consisting of Tatra banka, Vseobecná úverová banka and Hypo Noe Gruppe Bank on €110 million senior term and revolving credit facilities for financing the development of a retail, hotel, and office project in Central Bratislava.

The impressive Renátus Kollár has won the admiration of clients and peers alike. In May 2011, Renátus was promoted to partnership and takes the helm as the head of the firm's banking and finance practice in Bratislava. "Renátus Kollár has very intensive understanding for banks and the lender´s side in general," one client says. "Renátus Kollár is good," one partner says. Moreover, associate Peter Kubina has also been drawn out for praise. "Peter´s thinking is similar to a chess player's thinking, he always think[s] two or three steps forward in contrast to his counterparty," one client says. "He's one of their financing workhorses," another partner says.

Allen & Overy consolidates its top tier position in the M&A ranking table. The firm's breadth of knowledge of the market and its ability to produce high quality legal representation puts it in good stead for the year ahead. "A&O know the market," one peer says, adding: "I know Allen & Overy lawyers. They are skilful, careful and have good communication." Vojtech Pálinkás is one such lawyer who has been drawn out for praise. "Pálinkás, he's one of their senior [members], running most of the M&A work," one partner says, with another adding: "At A&O, Vojtech Pálinkás is good at M&A, real estate and corporate." English qualified Hugh Owen is also respected by peers. "Their main M&A lawyer is Hugh Owen but his main role is outside the country. He's an excellent lawyer and one of the best M&A lawyers around," one partner says, with another adding however that "there is not enough appetite on the market for English law governed transactions". Moreover, some commentators have noted that the firm's M&A practice does not carry the aura of its banking and finance arm. "A&O is not a major rival. Last time we came across them was a year and a half ago. They tend to get picked by banks," one partner says.

Clients have been more than satisfied with their experience of the firm. "I'm very pleased with the work they did," one client says, adding: "I'm pleased on the corporate side [they're] highly experienced and managed the deal. They know how to run a deal. In general, I'm quite pleased with their ability". The names of Owen, again, and Martin Magál were met with praise. "Hugh Owen is very responsive and got the deal done. He's very pragmatic and effective in providing solutions," says one client, adding: "Communication...was very responsive especially Martin Magál...he tries to find solutions. It's the same for Hugh Owen."

Last year the firm advised Dexia Kommunalkredit Bank on the sale of a majority stake in Dexia banka Slovensko to Penta Investments, a leading Central European private equity fund. Additionally, the firm acted for four individual shareholders in the sale of a 70% stake in Azet.sk, an operator of Slovak web portals, to Ringier Axel Springer Slovakia, a subsidiary of Ringier Axel Springer Media.

Clients have been appreciative of Allen & Overy's extensive international network and innovation. "We know the network well...[they're] a good firm who're very well represented in many jurisdictions," one client says. Another adds: "They have the personality for each type of situation. They're very versatile and very smart in Slovakia."