Mayer Brown

Advising the Guernsey-appointed liquidators of construction company Joannou & Paraskevaides

History of the practice

With over 50 lawyers stationed in the UK, France, Germany, the US, Brazil and across Asia, working alongside the firm’s other practice teams, Mayer Brown can handle bigger matters than the size of its staff would normally allow.

The firm boasts one of the oldest bankruptcy practices in the US, which has advised parties in situations of financial trouble for more than a century.

Its Asia practice – established 25 years ago and now led by 20-year veteran partner John Marsden – is one of the most respected in the region and has acted on many seminal cases locally, such as the liquidations of nine of Lehman Brothers’ Asian entities and the multi-jurisdictional restructuring of industrial fishing group Pacific Andes. In the early 1990s, the firm also represented the special managers of the Hong Kong branch of BCCI in one of the first major cross-border global bankruptcies.

The London team has handled some equally big instructions, including as lead counsel before the UK Supreme Court in the conjoined cases New Cap Re v Grant and Rubin v Eurofinance, which dealt with whether a foreign court’s judgment adjusting or setting aside prior transactions or preferences can be enforced in England.

The firm’s presence in Brazil dates back to 2014, when it established an association with local firm Tauil & Chequer Advogados. Under senior partner Leonardo Morato, Tauil & Chequer in association with Mayer Brown has acted in nearly all major bankruptcy cases in Brazil in recent years, including those of telecoms group Oi, construction company OAS and oil company OGX.

Together with Marsden, New York partner Brian Trust, London partner Michael Fiddy and Chicago partner Adam Paul co-head the global restructuring, bankruptcy and insolvency practice. Paul moved over from Kirkland & Ellis in August 2019.

Other names to know include partner Amy Jacks in London, who moved to Mayer Brown from DLA Piper with Fiddy in March 2019 and now co-chairs the European restructuring group with fellow London partner Devi Shah.

Network

The firm has the highest number of restructuring and insolvency partners stationed in London and New York, with more in Frankfurt, Hong Kong and Sao Paulo. It also has partners in Bangkok, Hanoi, Ho Chi Minh City, Houston, Paris, Singapore, Washington DC and Chicago.

Who uses it?

Each regional practice at Mayer Brown has its own distinct characteristics.

In addition to the Lehman Brothers and Pacific Andes cases, Mayer Brown’s Asia team had roles in the bankruptcies of Chinese property developer Kaisa and electronics group Z-Obee, acting for the largest bilateral financial creditors and the petitioning creditor respectively.

The firm’s UK team, meanwhile, has a reputation for acting on large energy and resources restructurings taking place in Africa, the US and Brazil. ATP Oil & Gas and EY (as company voluntary arrangement supervisors of Alpha Petroleum Resources) have both been clients of the London team. It is also known for advising on retail and pensions restructurings, including those of department store BHS and shoe retailer Brantano; and it assisted the pension scheme trustees of oil and gas company BG Group and Woolworths.

In Germany, the recent addition of partners with private equity and real estate experience has strengthened the firm’s focus on banks and private equity investors.

In the US, the firm focuses on creditors’ rights, particularly for institutional debtors. It also acts for distressed investors in acquisitions. PNC Bank and PNC Capital markets are repeat clients, having reached out to Mayer Bank to represent them as administrators and letter of credit issuers under certain asset-backed debtor-in-possession and securitisation facilities in the Chapter 11 bankruptcies of Peabody Energy and Arch Coal.

Bank of New York Mellon is also a repeat client and is currently using Mayer Brown while acting as trustee of notes issued by Brazil’s Oi Group in its judicial reorganisation process, as well as trustee of notes issued by Chinese solar wafer manufacturer LDK Solar.

The firm has also represented Deloitte as bankruptcy trustees in Brazilian judicial reorganisation proceedings more than once.

Other big clients include advisory firms Alvarez & Marsal, KPMG, AlixPartners and FTI Consulting; and banks and financial institutions JP Morgan Chase, Commerzbank, Wells Fargo and Deutsche Bank.

Historic track record

Acting for Malaysia’s Maybank, a primary bank creditor of the Pacific Andes group, a team from the firm persuaded a Singapore court that moratoriums under section 210 of Singapore’s old Companies Act were not available to debtors incorporated outside Singapore. The decision put a spotlight on the legislation, which has since been reformed.

Another recent success saw Mayer Brown work for the petitioning creditor in Z-Obee’s bankruptcy, Australia and New Zealand Banking Group. Provisional liquidators were initially appointed in Hong Kong; but after realising that a restructuring would be more favourable, Z-Obee opted to transfer the case to Bermuda to circumvent Hong Kong’s Legend precedent. Hong Kong and Bermuda courts sanctioned the transfer in February 2017 and the Bermudian liquidators were recognised in Hong Kong soon after, effectively bringing Bermuda’s more modern restructuring regime into Hong Kong.

Going further back, Mayer Brown’s work for the liquidators of the nine Asian Lehman entities required collaboration between teams in Asia, the US, Germany and London on claims by and against the investment bank’s Hong Kong estates. The firm played a key role advising the liquidators as chair and counsel to the Lehman estates which were signatories to the Lehman Global Protocol – a multilateral cooperation protocol signed by representatives in seven countries – and helped them to negotiate complex, multibillion-dollar inter-company claims arising from derivatives transactions, failed trades, exchange close-outs and treatment of proprietary interests. The firm also had to address novel contractual rights disputes that came before the courts in Hong Kong and London relating to security interests that were purportedly afforded to entities not party to the governing documentation.

In 2013, Mayer Brown obtained the first Chapter 11-style stay from an English court in the context of a scheme of arrangement, in what was also the first-ever scheme for a Vietnamese company, Vinashin. The shipbuilder used the English scheme to exchange a US dollar-syndicated loan with fixed-rate guaranteed notes issued by Vietnam’s Debt and Asset Trading Corporation that were listed on the Singapore stock exchange.

The firm was also the advocate for the majority members of the International Swaps and Derivatives Association’s (ISDA) EMEA Credit Derivatives Determinations Committee, in the first-ever use of an external review process to test whether a “governmental intervention credit event” had occurred in respect to credit derivatives of Portuguese bank Novo Banco. Mayer Brown and their clients successfully argued that it had not, in a ruling that set a precedent for the interpretation of ISDA master agreements and the external review process.

Acting for the liquidators of New Cap Reinsurance in the joint New Cap Re v Grant and Rubin v Eurofinance cases, Mayer Brown convinced the UK Supreme Court to enforce an Australian preference judgment on the grounds that the lending syndicate had submitted to the Australian courts’ jurisdiction.

A Mayer Brown team also helped affiliates of HSBC to recover outstanding loans from Brazilian meatpacking company JBS within four months of being instructed. The bank was keen to avoid getting involved in a Brazilian restructuring process after JBS’s parent company was fined US$3.2 billion in a plea deal over a corruption scandal in 2017 that reached the top of Brazilian politics and saw an indictment against the country’s president. This wasn’t the first time that the firm advised HSBC affiliates in Brazil: it previously acted for the bank on the restructuring of loans to OAS Group, after it was linked to the Lava Jato corruption scandal.

In 2018, Marsden and fellow partner Terence Tung advised the joint liquidators of BVI media company Supreme Tycoon in a precedent-setting case in which a Hong Kong court recognised their appointment in a voluntary winding-up, rejecting the 2014 Privy Council decision in Singularis that common law assistance is only available for foreign involuntary winding-ups. The Hong Kong Court of First Instance granted a recognition order in February 2018.

Recent events

In London, Allen & Overy’s head of global corporate lending Trevor Borthwick joined Mayer Brown’s global banking and finance practice in May 2020, and restructuring partner Barry Cosgrave moved from K&L Gates four months later. Mayer Brown also brought in several other lawyers throughout the year, including multiple associates, while promoting Pierre Dzakpasu in Singapore and Sheena Frazer in London to the partnership.

Meanwhile, partner Jessica Walker left the firm for Latham & Watkins in June 2020.

The personnel changes continued in 2021, with the firm hiring New York partner Lucy Kweskin from Proskauer Rose, along with Foley & Lardner trio Doug Spelfogel and Leah Eisenberg in New York and Derek Wright in Chicago. The firm, however, lost Bangkok partner Maythawee Sarathai to Hunton Andrews Kurth.

Top cases of the research period

Fiddy and Jacks advised Hong Kong-based Baring Private Equity Asia on its takeover of homeware retailer Cath Kidston’s brand name, franchise, wholesale and e-commerce platforms through a newly established company, CK Acquisitions. The sale took place using a pre-packaged administration process in the UK in April 2020.

The firm represented agents for bank syndicates in the ongoing Chapter 11 proceedings of Irish helicopter leasing company Waypoint. Trust is part of the New York team working on the matter.

Mayer Brown’s London and New York teams advised Eastern and Southern African Trade and Development Bank in connection with the renewal and upsizing of five existing loan facilities with certain African subsidiaries of Pyxus International, an international tobacco producer that restructured through a pre-pack Chapter 11 plan in August 2020.

Fiddy, Jacks, Shah and Frazer are also part of a Mayer Brown team acting for Alvarez & Marsal as the Guernsey-appointed liquidators of construction company Joannou & Paraskevaides, in a multi-billion restructuring that has required advice in the UAE, Cyprus, Greece, Guernsey, Qatar, Oman, Jordan, Iraq, Libya and elsewhere.

The firm’s 2021 work includes the Chapter 11 proceedings of Greensill Capital Inc, a US arm of the collapsed trade finance group. Mayer Brown counsel Craig Reimer in Chicago is acting as the company’s special counsel.

Client comment

Ned Kleinschmidt at RPA Advisors in New Jersey has worked with Mayer Brown on several large restructurings in the energy industry in recent years, and describes the team as “very thorough, attentive to client needs and proactive on all issues”. 

“Distinguishing them from their competitors, I find that Mayer Brown does a superior job in leading creative thought processes and explaining complex legal issues to their clients in very understandable terms,” he says. “Mayer Brown also seamlessly integrates a variety of legal disciplines in a very practical manner when needed to accomplish the goals of the situation/clients.”

Kleinschmidt has worked with Trust and fellow New York partners Scott Zemser and Joaquin de Baca in particular. “They are collectively strategic and practical in their approach at legal issues and are always ahead of the curve and exceed expectations of their clients,” he says. “They are a pleasure to work with.”