DLA Piper

Continues to work on multiple large Middle East-related matters

History of the practice

While it can trace its history back to 1780, DLA Piper has only existed in its current form since 2005, following the merger of London’s DLA with US firms Piper Rudnick and Gray Cary Ware & Freidenrich, which resulted in DLA Piper Rudnick Gray Cary. A rebrand in 2006 led to the firm’s current moniker.

Following the merger, DLA Piper made restructuring one of its eight core practice groups, and today the firm employs more than 200 lawyers who support its restructuring group, nearly all of whom have cross-border experience. This focus was strengthened following recent tie-ups with firms in the Nordic region, where DLA Piper is now the largest international firm. In October 2017, the firm also completed a merger with Los Angeles boutique Liner, which specialised in restructuring.

For a while, long-serving partner Richard Chesley in Chicago was global co-chair of DLA’s restructuring practice with London partner Michael Fiddy, who headed the group in Europe, Asia, Africa and the Middle East. But Fiddy left in early 2019 for Mayer Brown, alongside partner Amy Jacks. Chesley also later stepped down from his co-chair role to become co-US managing partner of the firm. His New York-based successor Tom Califano stepped in to co-chair the restructuring practice with Dubai-based Peter Somekh, but then Califano also departed in April 2021 for Sidley Austin. Somekh now co-chairs the practice with London partner Chris Parker and Dietmar Schulz in Frankfurt.

Network

Huge. DLA has dedicated, full-time restructuring and insolvency lawyers in 71 locations globally, with its largest team based in London. Aside from Somekh and Califano, other names to know include UK head of restructuring Robert Russell; Asia leader Mark Fairbairn in Hong Kong; the chair of the firm’s Canadian restructuring group, Brian Davison QC, in Calgary; and managing partner Marcelo Etchebarne in Argentina.

Who uses it?

All of the Big Four accountancy firms have retained DLA in the past, as have Alvarez & Marsal and BDO. The firm is also regularly retained by investment firms, asset management companies and banks such as KKR Asset Management, UniCredit and Ireland’s National Asset Management Agency. DLA has been advising Lehman Brothers on the “Waterfall” proceedings arising from the distribution of the collapsed financial firm’s estate in Europe. Since the global financial crisis, DLA has provided bank resolution advice and dealt with distressed credit institutions within the EU and beyond.

DLA regularly works on retail insolvencies too, acting on a headline-grabbing cases for former high street staple Woolworths and for UK department store BHS, where it sold the benefit of franchise agreements in various countries and the company’s intellectual property. In the US, it has represented Authentic Brands Group as buyer or stalking horse bidder in at least seven US bankruptcies. 

Other past clients include healthcare companies or organisations such as the UK’s Care Quality Commission and Veritas Holdings in the US, and the UK’s Official Receiver, which hired DLA for advice on directors’ duties in the Carillion liquidation.

Historic track record

DLA Piper provided US counsel to the Canadian creditors’ committee (CCC) in the multi-jurisdictional bankruptcy of Canadian telecoms group Nortel, representing the creditors in a years-long dispute over how to allocate US$7.3 million in liquidation proceeds between different Nortel entities. A joint trial between Toronto and New York bankruptcy courts led to complementary judgments in 2015 that adopted the CCC’s pro rata allocation. Those judgments were not the end of the matter, but they did pave the way to a global settlement the following year that was ultimately approved by courts in both jurisdictions and the UK.

In the Lehman Waterfall I proceedings, a team from DLA successfully argued before the UK Supreme Court in 2016 that if European arm LBIE entered administration immediately followed by liquidation, any interest accrued during the administration period that had not been paid before the liquidation would not be provable as debt under UK law.

In Europe, the firm acted for KKR in the €360 million multi-jurisdictional debt and capital restructuring of professional services company URSA, which is owned by Spain’s Uralita. The company was restructured through the conversion of its mezzanine debt into equity, resulting in the mezzanine lenders (led by KKR) acquiring 90% of URSA’s business in May 2015.

A 200-strong DLA team also worked on the largest distressed real estate deal in Europe in 2015: the disposal of a 1,000-strong portfolio of commercial real estate loans by insurer Aviva to Lone Star for £2.25 billion.

Teams from Spain, the UK and US assisted multinational conglomerate Abengoa on its pre-insolvency standstill in Spain and in subsequent Chapter 15 and related Chapter 11 proceedings. Partner Craig Martin persuaded a Delaware judge to recognise the Spanish homologation proceedings in 2016 – the first time that Spanish pre-insolvency proceedings were recognised under Chapter 15 – against objections from surety bondholders. Abengoa later also used DLA to help it sell a combined cycle power plant in Mexico.

More recently, DLA acted for the steering committee of bondholders in the Paris-New York restructuring of French geosciences firm CGG. The US$2 billion debt-to-equity process – believed to be the biggest ever equitisation of a French company – closed in early 2018 following the first successfully coordinated French safeguard, Chapter 15 and 11 proceedings. The group had secured debt and bonds spread between France, the UK, US and Norway.

Recent events

Aside from co-chair Califano, DLA Piper lost several key partners in the pandemic hiring boom, including its former restructuring head for Australia, Kon Tsiakis, and special counsel Ryan Hennessey, who both went to Dentons. McDermott Will & Emery also hired partners Craig Rasile in Miami and Maris Kandestin in Wilmington; Hogan Lovells hired Jonathan Leitch in Hong Kong; and Canada’s Stikeman Elliot hired Karen Fellowes QC in Western Canada in July 2020. Pillsbury Winthrop Shaw Pittman also recruited Joshua Morse in San Francisco in May. A year later, McDermott struck again, poaching partner Daniel Simon in Atlanta in March, and in June 2021, Willkie Farr & Gallagher took Chicago partner Melainie Mansfield.

DLA quickly filled the holes in Hong Kong and Canada by attracting Matthew Worth from Linklaters in the former, and Gowling WLG’s national restructuring leader, Colin Brousson, in the latter, along with associate Jeffrey Bradshaw in Vancouver. It also hired banking lawyer and managing partner Waranon Vanichprapa in Bangkok from Baker McKenzie in April 2020.

In London, DLA gained partner David Manson and senior associate Philip Povey from Paul Hastings and partner James Davison from Addleshaw Goddard in the spring of 2020; while in Melbourne, it hired Lionel Meehan from restructuring boutique Edwin Legal. In Dallas, the firm added partner James Muenker from bankruptcy boutique Neligan Foley.

In 2021, the firm also picked up partner Dennis O’Donnell in New York from Milbank and Kirkland & Ellis’ Ben Winger in Chicago in June, as well as the former leader of Freshfields Bruckhaus Deringer’s finance group David Trott in London in May. Jerritt Pawlyk from Alberta firm Bishop & McKenzie also joined in Edmonton, Canada in January.

The firm also promoted five new partners with restructuring experience in 2020: Neil Campbell in London, Giampiero Priori in Milan, Kira Mineroff in New York, Rachel Nanes in Miami and Jennifer Arndt in Calgary. Peter Manley made partner in London the following year too.

During the research period, Parker and other DLA partners led a new arrangement with publicly listed disputes financer Litigation Capital Management and funder Aldersgate Funding to offer clients a £150 million (US$200 million) fund for litigation and arbitration.

Top cases of the research period

Somekh and Parker have also been instructed as co-counsel with Quinn Emmanuel by Alvarez & Marsal as joint administrators of the UAE’s NMC Health, which entered administration in the UK in April 2020 and then in the Abu Dhabi financial free zone (ADGM) in September, following accusations of fraudulent accounting. Martin in Delaware, and Erik Stier in Washington DC, also acted for NMC’s foreign representatives in a Chapter 15 action in Delaware, where the English administration was recognised in June 2020. Courts in the Dubai International Financial Centre free zone also recognised the ADGM administrators in November 2020, stalling six proceedings involving NMC locally, while onshore courts in the UAE have stalled eight proceedings on the basis of the ADGM administration order. In September 2021, the ADGM court approved 35 deeds of company arrangement (DOCAs) for NMC companies, and the Abu Dhabu administrators are now seeking declaratory orders from the ADGM court to help them seek recognition of the DOCAs onshore.

The firm also continues to act for Alvarez & Marsal as liquidators in the £2 billion (US$2.7 billion) restructuring of construction conglomerate Joannou & Paraskevaides. The case has given rise to asset recovery, disposal, enforcement and recognition work in Greece, Cyprus and Guernsey, as well as in six Middle Eastern countries, including Iraq and Libya. It has also required DLA to advise on humanitarian issues relating to the group’s more than 20,000 employees on the ground in the Middle East.

Again in the Middle East, DLA Piper is advising Deloitte as liquidators of Dubai free zone entity Phoenix Global DMCC and its former parent Phoenix Commodities, which is one of the world’s largest commodities traders. The parent was placed in liquidation in the British Virgin Islands in May 2020, and Phoenix Global DMCC entered liquidation in the Dubai Multi Commodities Centre free zone shortly after. Another group operating company has entered liquidation in Singapore. The firm has been advising the pair on restructuring, litigation, data protection and employment matters across the UAE, the UK, the BVI, Switzerland, the Netherlands, Ukraine, Russia and Kazakhstan.

New recruit Vanichprapa worked with Komson Sutheeraporn and Don Rojanapenkul as counsel to Rolls-Royce and other bank and airline services creditors in the bankruptcy of Thai Airways, advising them on settlements regarding their engine maintenance agreements, claims and overdue debts. The airline had been in damages litigation with engine maintenance agreement creditors in an English court, but the case was settled in May 2021. A court in Bangkok then approved the airline’s rehabilitation plan in June, after accepting amendments made by its rehabilitation planners and two Thai lenders and waving away objections from a former employee. Thai Airways secured recognition of its bankruptcy or protective orders in multiple jurisdictions including Switzerland, Singapore, Australia, Germany, Japan and the UK.

Martin, Fairbairn and Chicago partner Jeff Torosian have for some time now been representing creditors in the restructuring of the China Fishery Group, including club lenders Rabobank, Standard Chartered and DBS, and investment funds that acquired bank debt on the secondary market. One of these clients is hedge fund investor Monarch Alternative Capital. China Fishery’s restructuring revolves around its Peruvian anchovy group, which is its most valuable asset: but years into Chapter 11 proceedings commenced in 2016, the group’s Chapter 11 trustee had been unable to sell the asset. In March 2021, Monarch and Burlington Loan Management proposed a Chapter 11 plan that would see them take over the Peruvian business in a debt-for-equity swap, and roll up intercompany debts in exchange for a US$25 million payment to China Fishery’s controlling family. The Chapter 11 trustee eventually got behind the plan, which was approved by a New York court in June. China Fishery is now planning a UK restructuring plan and a Singaporean scheme of arrangement to complete the deal. Its insolvency proceedings have seen DLA Piper act in court processes in at least nine different jurisdictions, including in the BVI, Bermuda, the Cayman Islands, France, Germany, Hong Kong and Peru.

Elsewhere, the Cayman provisional liquidators of Chinese coffee chain Luckin – again from Alvarez & Marsal – hired DLA Piper as co-counsel to Davis Polk in the US, and as Hong Kong counsel, to help them obtain recognition in those two locations, where Luckin had been facing creditor litigation on the back of a revelation that its 2019 sales figures were inflated.

Another DLA team, working with GLAS Trust Corporation, pushed two Sanjeev Gupta-owned companies that hold aluminium assets in France and Belgium, into administration in the UK in July 2021. Gupta’s global metals empire has been scrambling to find new finance after its main lender, Greensill Capital, collapsed leaving the group with US$5 billion in debt.

Also in the UK, partner David Ampaw worked for the security agent of new super senior loans granted to Smile Telecoms as part of a restructuring plan sanctioned in March 2021. Smile, which provides telecoms services in Africa, shifted its centre of main interests from Mauritius to the UK to carry out the plan.

In Latin America, DLA partners also helped the Argentinian provinces of Jujuy and Chaco restructure international debts with foreign bondholders.

Client references

Matthew Niemann, a managing director at Houlihan Lokey in Los Angeles, worked with DLA on the 2019 restructuring of helicopter company PHI Inc. “This restructuring was important to our company in that it was a complicated and litigious restructuring that required extremely capable counsel,” he says. “DLA Piper provided incredible leadership and technical proficiency in its work on this transaction.”

Niemann describes the firm’s work as “exemplary”, noting that it acted with “incredible pace and precision” in helping to complete a unique US$75 million financing on a very expedited basis, the day before PHI’s Chapter 11 filing. DLA Piper also handled “substantial” litigation launched by creditors, performed a forensic review of insider transactions, led a successful mediation and ultimately confirmed a plan in less than six months from the petition date, Niemann says. 

Rob Armstrong, a director at RSM in London, is working with DLA on a high-net-worth individual’s bankruptcy, involving creditor claims in excess of £800 million (US$1 billion) and litigation in multiple jurisdictions. “Chris Parker is the partner responsible for this matter and has been able to use his experience and expertise to assist the joint trustees in managing the solicitors and counsel instructed in both Europe and the Caribbean,” Armstrong says. “DLA have been able to appropriately staff the engagement using their network of offices, which has allowed for a consistent approach to the case and also ensured that all of the different work streams have been progressed in a timely manner.”

Another client, who did not wish to be identified, says DLA Piper provided it with help in finding a potential buyer and negotiating with them. “They certainly helped us in understanding different options in a law environment which was not familiar to us, with a specific focus on labour laws,” he notes, adding that what really distinguished the firm was that its partners managed the negotiation and structure the deal in a way that reduced the clients’ potential liabilities and responsibilities. “Dietmar Schulz was leading the whole process and did an outstanding job,” he adds.