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In Review 2008


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Burges Salmon

In Review 2008

Burges Salmon

In Review 2008

Mark Shepherd and Liz Dunn

Introduction Welcome to the 2008 In Review, Burges Salmon’s annual report. Despite the ongoing economic downturn, 2008 has had plenty of highlights. Whether you are reading this as a client, a friend of the firm, a staff member or a potential recruit, we hope that what you will see is the pride that we take in our clients, and the quality of our service delivery.

Contents Highlights Page 2 Our Clients Page 3 Values, Vision & Strategy Page 4 Private Sector Page 5 Public Sector Page 7 Corporate Turnaround and Insolvency (CTI) Page 9 Pensions and Employment Page 10 Nuclear Page 11 Education Page 12 Transport Page 13

As a firm committed to providing a City-style service, but at more favourable rates, what we offer is a group of individualistic and creative people who are encouraged to shine and be different. And that is what makes Burges Salmon distinctive: being different. Not so much in what we do – like other leading commercial firms we offer a full range of services with key strengths and depth of advice – but the way in which we do it. We believe that existing and potential clients are entitled to take for granted things like technical expertise and commercial awareness, so what they increasingly expect from their lawyers is a high degree of sector knowledge, combined with excellent team work and consistency of service delivery. These are the hallmarks of the best legal firms.

Environment & Energy Page 15

At Burges Salmon we give our people the freedom, recognition and support to develop, to grow and to succeed, and to ensure that they really understand what our clients need in their increasingly competitive markets. We believe our clients enjoy working with us because we are balanced, accessible and enthusiastic.

International Page 17

The quality of our clients and the work they bring us are a tribute to Burges Salmon’s primary asset – its people.

Leisure Page 14

Burges Salmon is a national law firm with over 650 personnel (72 partners), offering top quality technical and legal expertise to both UK and foreign clients.

Our focus on excellence and clients has led to many accolades – for example:

National rankings... ...for Construction, Employment, Environment, Health & Safety, Investment Funds, EU & Competition, Private Equity, M&A (sub-£50m), Local Government, Energy & Natural Resources, PFI/PPP, Agriculture, Pensions, Public Procurement and Rail. Chambers UK 2009 and Legal 500 directories

75% of our partners are recognised as Leaders in their field of expertise... Chambers UK 2009

Knowledge Management Page 20

Best Recruiter (National Law Firm)...

Statistics Page 21 Contact Details Page 22

Highlights

– a higher proportion than in any of our benchmark firms.

CSR Page 19

Stephen McNulty

...for the third consecutive year. LawCareers.Net Training & Recruitment Awards

Senior Partner

One of the first UK firms... ...to measure, publish and pledge to reduce our carbon footprint, aiming to lead by example and – with other founding members of the Legal Sector Alliance – encourage other firms to do the same.

“A firm with ‘national premierleague status’ Burges Salmon maintains its position.” Chambers UK 2009

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Personnel have been shortlisted... ...for Knowledge Management Officer, Knowledge Management Team, and Regional IT Director of the Year in 2008. Legal Technology Awards

Prince Charles appointed ex Senior Partner, Bob Smyth, as HRH Ambassador... ...for the South West in 2008, in recognition of his leadership and support of environmental and sustainability initiatives for businesses in the region for well over a decade. Announced at the Business in The Community Awards for Excellence


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Burges Salmon

In Review 2008

Burges Salmon

In Review 2008

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rts Will MacFarlane and Tim Robe

Our Clients

Map shows geographical location of our top UK-based clients.

Values, Vision & Strategy We work with some of the world’s most innovative, successful and high profile companies in a range of industry sectors. We also help entrepreneurial start-up clients turn ideas into business. We are continually evolving our approach to client care and work hard to understand our clients’ businesses. We identify the issues by getting to know our clients, asking questions and being approachable. We encourage client feedback and strive to deliver sound commercial advice, with total professional commitment. The diversity of our client base adds to the breadth and depth of our commercial experience and expertise.

Major Clients include: BNP Paribas Cititrust Corus ECI Partners Foreign and Commonwealth Office FirstGroup HBOS Intercontinental Hotels Group International Power Lloyds TSB Milk Link MOD Nationwide Nuclear Decommissioning Authority Orange QinetiQ RBS Standard Chartered Bank The Crown Estate

Burges Salmon sees its values as a core part

Our vision is to be a firm with a national

of the firm’s ethos. In 2008 we set up staff workshops to ascertain whether the firm’s values are the right ones and if they are being lived on a day-to-day basis. Agreement that they are was near unanimous.

practice and compete with the best law firms in the UK in our chosen markets. We aim to provide a broad range of excellent services that exceed our clients’ expectations, whether they be national or international. And to achieve this we must continue to recruit and retain the best lawyers and support staff.

Burges Salmon values are: • Quality

Strategy To be the first choice law firm for clients and staff seeking a real alternative to City firms.

• Commitment • Loyalty • Ambition • Fairness Enduring relationships grow out of working together with people and organisations whose values are compatible with your own. Whether you are a global multinational, an innovative local business or a government body, our commitment to providing excellent service remains the same: combining technical excellence with commercial insight to provide the clearest of answers.

“My aim is to produce all work to the best of my ability no matter how big or small the piece of work or who the client is.” Helen, Secretary, after a ‘Living our Values’ Workshop


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Burges Salmon

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Private Sector We have a wealth of commercial experience. Our private sector clients range from local businesses to

CODA plc We advised long standing client, AiM quoted financial software provider CODA plc, on the cash offer made in January 2008 by Dutch rival Unit 4 Agresso NV. The offer, of 205p per ordinary share, valued CODA at £158m. Harrogate-based CODA is one of the UK’s

large, multinational corporations. We have provided expertise across a wide range of sectors, including financial services, real estate & construction, transport, energy & utilities, aerospace & defence, food & farming, IT & telecoms and leisure. In June we were ranked as one of the top FTSE100 legal advisors by Hemscott, being ranked 11th law firm by number of FTSE100 clients advised.

Centaur Grain BNP Paribas

Premier Medical Group

Burges Salmon’s funds practice continues to grow from strength to strength. We recently advised a specialist fund division of the BNP Paribas group on its Privalto Stabiliser range of structured funds. The legal input required for this project required a unique blend of indepth knowledge of the laws and FSA rules applicable to open-ended investment companies as well as specialist expertise on structuring derivatives.

Aviva Investors We were appointed to act for the Cardiff Bay partnership, a limited partnership fund owned by Aviva Investors, on all corporate and property matters relating to its estate. This comprises £150 million of property in the newly developed Cardiff Bay area of the city, including the Welsh Assembly government offices and debating chamber.

We advised long standing client Centaur on its merger with Grainfarmers to establish a major new grain marketing and input supply business which is owned and controlled by British farmers. The new business, branded Openfield, will handle around 4 million tonnes of grain (approximately 20% of the UK market) and will work with over 7,000 farmers. The main focus for the new business is building long-term supply chain partnerships in order to create value for its farmer-owners and customers.

leading providers of financial accounting software systems, operating in 14 countries with more than 2,500 customers. Netherlandsbased Unit 4 Agresso is a leading European provider of ERP software solutions. The takeover created a top 10 European business software vendor with revenues in excess of 300m Euros and operations in 19 countries.

We advised 3i and the individual shareholders of Medico Legal Reporting in connection with the merger of Premier Medical Limited and Medico-Legal Reporting to create the UK’s largest provider of medical opinions. The transaction was backed by growth capital

Costain

Chambers 2009

Burges Salmon acted for Helphire Group plc in the Court of Appeal. The test case arose out of their provision of post-accident services to the innocent victim of a motor accident, caused by an uninsured driver. The defendant was Motor Insurers’ Bureau (MIB), the body set up by the insurance industry to administer such claims in the UK. The ruling that the MIB’s stance on refusing the claim be referred to the European Court of Justice has the potential to affect the whole regime for compensating victims of uninsured/untraced drivers in the UK.

Sumus Plc

from Nomura Private Equity.

tion “A well deserved reputa in the marketplace”.

Helphire Group Plc

We advised Costain in its role as design and build contractor on the £2 billion Greater Manchester waste management PFI project, the largest waste management project in Europe. This involves the construction of 44 facilities and was the company’s biggest ever single project. We also advised Costain on the terms of four major technology sub contracts.

“BS [corporate] lawyers are lauded for their “professionalism, great understanding of business and willingness to go the extra mile.” Chambers UK 2009

We acted for Sumus Plc on its merger, by way of a High Court scheme of arrangement, with Lighthouse Group Plc. Both Sumus (the holding company for the “Falcon” branded IFA businesses) and Lighthouse were publically quoted on the London Stock Exchange’s AiM market and we had acted for Sumus on its own flotation in February 2005. At a time of rapid consolidation in the IFA and wealth management sectors, the merger created one of the largest autonomous entities in the market for the provision of independent financial advice, wealth management and the distribution of retail financial products in the UK.


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Noah Phillips, Amy Watson and Keith Beattie

Burges Salmon

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Public Sector In 2008 we acted on a number of major, path finding transactions in various different sectors and for a number of different bodies including Central Government, Local Government, emergency services, higher and further education providers, and non departmental public bodies. We won several major new clients this year and built successfully on being the only firm outside London to be accredited by OGCbuying.solutions to all 8 Lots of its legal services panel – Catalist – including the major projects panel for projects over £100 million. Our work has included collaborative procurements, strategic procurement advice, PFI/PPP, shared services, education, environmental projects (including waste), nuclear decommissioning, transport, facilities management, estate rationalisation and asset management, housing, regeneration, development projects, planning, carbon reduction and trading, employment, TUPE, pensions, IT projects and IP issues.

MoD/DfT

Police and Emergency Services participate in a project to develop a set of standard contract templates to be used by the MoD across their business. We have also received regular instructions from DfT on rolling stock and other rail industry matters.

London Waste and Recycling Board

“Responsive and s, efficient specialist who get the job done well.” Chambers UK 2009

We continued to act on a number of high profile, complex and operationally critical transactions for the MoD. For example, we are advising the MoD and the DfT on the competitive dialogue process for a PFI project for the provision of search and rescue helicopter services from UK bases. This is a proposed 25 – 30 year contract worth £3 – £5billion. Our involvement with this process and other such processes over the last year led to us being consulted by the OGC over its recent guidance on competitive dialogues. We also received new instructions to act for the MoD on a number of other major projects including training service simulator projects for the Future Lynx helicopter and the A400M transport plane, and were invited to

We are the sole legal adviser to the newly established London Waste and Recycling Board (“LWaRB”). Chaired by the Mayor of London, Boris Johnson, the LWaRB will administer and allocate the London Waste and Recycling Fund, which comprises £60 million from government (over three years) and up to £24 million provided by the LDA (over three years starting in 2009/10).

supplier (IBM UK Ltd). This was the first project of its kind involving an emergency services organisation and the deal is expected to be worth in excess of £500m over its 10 year lifetime. The deal is seen as a pathfinder for collaborative procurements

and Regents Park in London, Burges Salmon has advised The Crown Estate on a number of major commercial property transactions, including most recently the acquisition of a portfolio of six multi-tenanted industrial estates from SEGRO plc for £64.4m and the

Our market leading Emergency Services practice continues to be involved in a range of groundbreaking projects, including acting for Avon & Somerset Police Authority on their ground breaking shared services project (see opposite page), and we were delighted

in local government.

acquisition of a 50% share (jointly with Aviva) in a retail park for £67.7m.

to be invited to speak at the Association of Chief Police Officers’ National Convention in Liverpool.

Communities and Local Government

We were appointed in 2008 to the new Metropolitan Police Service panel to advise on ICT, an area of significant importance for the MPS, particularly in the run up to the 2012 Olympics. We have also been appointed to the Avon Fire and Rescue Service Panel.

The project involved an innovative secondment structure to protect the position of staff. Burges Salmon worked with the Police team to create innovative solutions to a number of key issues such as the procurement structure and the provisions relating to information security.

Southwest One/Project ISiS We advised our long standing client Avon and Somerset Police Authority on all aspects of a ground breaking shared services procurement deal where a joint venture company was formed with two local authorities, the Police Authority and the

The Crown Estate Whilst continuing as lead advisor to The Crown Estate on the management of the regional portfolio and its holdings in St James

We have advised the Department of Communities and Local Government (CLG) on the replacement of a pan Governmental Agreement for the supply of geographic information to Central Government. We advised on all aspects of this major public sector procurement run by CLG on behalf of 200 other Central Government Public Bodies. There were high profile IP and Governance issues raised in the course of negotiations, and this led to us working closely with all the parties to develop a specifically designed rights and responsibility agreement and IP licence arrangement. Contracts are currently close to signing and are estimated to be worth £100m over 5 years.

We continue to advise Firebuy Ltd on a number of national procurements, and act for longstanding client London Fire and Emergency Planning Authority on a wide range of projects. We have also acted for a number of other police forces including Dwfyd Powys and Devon & Cornwall Police forces.


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Burges Salmon

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Corporate Turnaround and Insolvency (CTI) Our CTI practice is very active with teams of specialist lawyers from around the firm advising daily on diverse issues arising from the impact of the credit crunch. Our team advises all parties who have an interest in distressed business situations including boards of directors, office holders, lenders, creditors, suppliers and employees. Corporate Rescue and Failure

With the deepening economic gloom in 2008 came a desire from the banks to support corporate turnaround where possible. We have worked with many company doctors, banks (we are on the panels of most of the large British banks) and boards of directors to save businesses and, sadly where this has not been possible, we have advised on the optimum method for the company to cease trading and best realise its assets. This is often via administration but also can involve formal winding up procedures.

Corporate Pre-packs

Property and Construction

So called “pre-packed” insolvency processes are becoming the norm to preserve the viability of businesses. Whilst gaining some adverse publicity, pre-packs often provide a better return to creditors than on a winding-up and ensure the survival of at least part of the business (and jobs).

The downturn has significantly affected the property sector which led to a resurgence of LPA receiverships in 2008. We have advised on the restructuring of property portfolios involving refinancing, sale and management issues faced by lenders and office holders where property is held for the longer term. Recent work has included multi-million pound buy-to-let portfolios, commercial investment properties, nursing homes and residential developments.

Our experience in pre-pack situations, often involving tax advice in order to maximise the fiscal advantages of the restructuring process, has helped companies, banks and investors through this inevitably stressful process, and played its part in the survival of a number of viable businesses.

Distress in the property sector has revealed fraud, and valuer and solicitor negligence, leading to claims which are enhancing lenders’ prospects of making recoveries. Our experienced team of litigators led by partners who were involved in similar claims in the 1990s, is advising lenders on these claims. In the construction sector we have assisted clients dealing with the fall-out following the collapse of key contractors and with projects which have stalled because of problems with joint venture partners and funding issues.

In the past year we have been increasingly advising boards of directors (including listed plcs) on their options in difficult times including possible personal liability for “wrongful trading” and what they can do if they suffer fall out from the insolvency of others. For example, we have advised significant suppliers on issues arising from the collapse of both Woolworths and Zavvi.

Adrian Martin

Pensions and Employment Burges Salmon has a nationally respected and highly rated pensions team which works with employers and schemes of all sizes throughout the UK. In 2008 Clive Pugh joined us from the Pensions Regulator and his regulatory insights have strengthened the team’s expertise. Our employment team handles the full range of employment work and also advises on all aspects of discrimination, dealing with employment tribunals and High Court litigation.

Trustee Practice

Avon Rubber

Thomson Reuters

We are a nationally recognised independent trustee practice both in respect of ongoing schemes, those winding up and also PPF entry cases. We are a regulator appointed trustee of the Telent Scheme.

We advised the Trustee of the Avon Rubber Retirement and Death Benefits Plan. This is a significant scheme with assets of £250m and a membership of 5,000. Work in 2008 included advice on a scheme apportionment arrangement and a complete rewrite of the scheme rules.

We advised the HR and legal teams of Thomson Reuters on all employment aspects of the merger of Reuters and Thomson Finance. This has included advice on restructuring, harmonisation of terms and conditions and the review and implementation of employment documentation.

QinetiQ

Standard Chartered Bank

QinetiQ Ltd came to us for advice on changes to their pension and enhanced redundancy terms in light of the introduction of age discrimination legislation in the UK. We have also advised QinetiQ on an ongoing basis regarding TUPE, pensions and age discrimination issues.

Following the acquisition of American Express Bank by Standard Chartered Bank, we have advised the HR and legal teams of Standard Chartered Bank on the transfer of employees and the restructuring of the merged business functions. This has involved working with senior management on the design and implementation of the strategy for the restructuring.

Pensions Litigation

It is clear that these issues will only increase in 2009 and that our team will continue to be busy.

“This team is said to ‘punch greatly above its weight’ on complex work.” Chambers 2008

We have been central to some of the highest profile pension cases of 2008, including Smithson v Hamilton in respect of correcting errors in scheme documents, and Foster Wheeler v Hanley in respect of flexible retirement. We are also heavily involved in the pension consequences of the insolvency of one of Europe’s major airlines.


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Nuclear

Education

Our nuclear law team has grown over the past decade to become one of only a handful of

Our cross-departmental Education Group has continued to grow during 2008 both in terms of

nationally-recognised expert nuclear practices. The team, headed by Ian Salter (one of the UK’s,

expertise and lawyer numbers. We advise significant numbers of clients across the entire

and increasingly Europe’s, top nuclear lawyers) has a broad portfolio of nuclear clients (public and

Education sector, but the scope of major projects work undertaken for Higher Education clients

private sector), providing both ‘pure’ nuclear law and multi-disciplinary nuclear-related legal advice.

in 2008 has been particularly noteworthy.

As the sector expands globally and our domestic nuclear power-generating capability is shared worldwide, the Burges Salmon specialist team is well placed to build on current experience and transfer it to the emerging international marketplace, where it will be equally applicable and valuable long in to the future.

Nuclear Decommissioning Authority

We act for the NDA on their asset use programme, as well as their innovative plans for the disposal (whether by sale or lease) of surplus land at a number of key sites. The work has entailed strategic advice on property planning, nuclear and environmental law, procurement and various other legal disciplines. It has recently taken on particular significance given the government’s priority for facilitating new nuclear build and with the acquisition of British Energy by EDF of France.

BS Specialists We identified a resource issue within the NDA and this resulted in some property-related instructions. We have provided property secondees and identified a team which now supports some of the NDA’s Nuclear Estate projects. Covering 18,000 acres, the wide remit ranges from first registration projects and management of the nuclear industrial estates at Harwell and Winfrith, to the sale of an hotel. The biggest project to date is the disposal of sites at Bradwell, Oldbury and Wylfa which are likely to be used for a new wave of electricity generation.

Exeter University

Carbon Reduction Commitment

Bristol University

We were appointed to the university’s property panel in 2008 and act as sole adviser on its flagship Forum Project, a £50m redevelopment of the centre of its main Streatham Campus.

We provide briefing notes specific to the education sector on the carbon reduction commitment, a proposed mandatory UK emissions trading scheme being introduced for large public and private sector organisations whose electricity usage exceeds relevant thresholds.

We have advised longstanding client Bristol University on a wide range of legal issues including a major student accommodation project and various property acquisitions. We provide day to day employment and diversity advice to the University which has included the successful defence of a number of complex Employment Tribunal cases.

Imperial College London

We have also advised on the harmonisation of employee terms and conditions of employment and the review of their employment contracts and policies. We actively encourage partnering arrangements with the University including running a joint pro bono law clinic, participating in the Bristol Enterprise Network and holding open days for their students.

Bath Spa University

At the centre of the firm’s pure nuclear law capability is a dedicated ‘core’ team of six nuclear specialists. Pure nuclear work is broken down into the following four core practice areas covering each phase of the nuclear plant life cycle: • Decommissioning and Operational • Waste • New Build • International Regulatory and Governmental The team was further strengthened with the strategic appointment of Anthony Wetherall. Anthony joined after seven years at the IAEA Office of Legal Affairs, where he advised on wide-ranging international nuclear law issues, including safety, security and liability. His extensive service on the IAEA International Expert Group (Nuclear Liability) and his extensive knowledge on international nuclear liability instruments, provides clients with a valuable resource particularly on setting up national nuclear legislative and regulatory frameworks, and advising on infrastructural issues arising from new build programmes.

We have advised a number of Higher Education bodies on property and commercial aspects of non-integrated campus relocations, which for Bath Spa University involved the sale and lease-back of an entire Georgian crescent in Bath and the drafting of an appropriate profit-sharing agreement. We have also advised the University on an agreement for development of student accommodation, involving complex nomination rights.

For the past 4 years we have been advising on the decommissioning of the College’s nuclear reactor and facilities, involving strategic planning, procurement and state aid, employment, commercial and property as well as nuclear law advice around fuel, waste, transport and liability. We also advised the College on staff and Board liability issues including the impact of the recent Corporate Manslaughter legislation. This led to our recent instruction to advise on a major review of its governance and constitutional framework as well as that of the associated Imperial NHS Trust and a proposed joint venture.

Clients describe Burges Salmon as “nothing short of outstanding,” and are impressed that it “still recognises the importance of the local market,” despite the fact that it also operates nationally. Chambers UK 2009


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Burges Salmon

In Review 2008

Transport

Leisure

Burges Salmon has been involved with the transport industry for over 20 years, during which

2008 has seen a significant expansion of our expertise in the Leisure sector. We are currently

time we have advised a wide range of bus, rail and aviation clients. 2008 was another strong

acting for clients with interests in camping, caravan and holiday parks, hotels, restaurants,

year, especially for our Rail Group who, as well as working on a number of key industry

pubs, clubs, garden centres, visitor attractions, sports stadia, racecourses, marinas and piers.

projects, also won significant new instructions from some of the industry’s household names.

Alstom Transport

First instructed by Alstom in 2007 in relation to London Underground fleet, in 2008 we advised on the £1.5 billion project to lengthen and strengthen the Pendolino high speed fleet operated by Virgin West Coast. Four new trains, with at least 35 of the enlarged fleet of 56 trains lengthened to 11-car formation, will provide an additional 7,240 seats by 2012. A new maintenance contract for the fleet will extend until March 2022. Our relationship with Alstom arose from working opposite each other on a number of major rolling stock matters since privatisation.

Translink/NI Railways Public transport in Northern Ireland is still operated by the Northern Ireland government, through an integrated public transport body known as Translink. In 2002 Translink acquired a fleet of 23 diesel multiple units for use by Northern Ireland Railways. Our Rail Group has been appointed by NIR to their ‘New Trains Two Project’, for the procurement of a further 20 new DMUs. In making the appointment NIR/Translink commented on the very real additional value they perceived would flow from our involvement with the project given our extensive experience of rolling stock procurements for Great Britain’s railway.

Eurostar

Pontin’s

Our Autumn 2008 appointment by Eurostar to provide specialist rail regulatory advice was a further acknowledgement of the Rail Group’s market leading expertise. As the principal train operator on ‘High Speed 1’ and the provider of passenger services in three countries, Eurostar operates in a unique regulatory environment on networks owned and operated by infrastructure managers in the UK, France and Belgium. We will work on a business-wide review of the regulatory, access and charging regimes which apply to this unique railway, regimes which, whilst having served well through the construction phase of the Channel Tunnel Rail Link, must now be fit for purpose for the ongoing operational phase.

A cross-firm team from Burges Salmon’s corporate, property and finance units advised on the recent acquisition of Pontin’s, for £46m, by investment and management company Ocean Parcs. With experience and knowledge of the leisure, consumer and property development industries, the new owners plan to re-vitalise Pontin’s, recognising that more and more ecoand budget-conscious holiday makers are looking to UK destinations for family vacations.

“Rail remains dominated by larger City firms, which can offer the corporate muscle and projects expertise to handle substantial procurement and infrastructure instructions. Burges Salmon LLP is an exception to the rule, regularly winning top-drawer instructions away from its City rivals.” Chambers 2009

Royal Armouries

We have been appointed to provide legal advice to Royal Armouries, Britain’s oldest museum, on matters spanning a range of legal disciplines, including the placement of contracts for the design, build and installation of various exhibitions, and brand protection

issues. Our role (which will last for at least three years) for this important charity has also seen us advising on a significant re-development of Royal Armouries’ Fort Nelson site, setting up a ground-breaking partnering arrangement with another charity (Historic Royal Palaces, with whom Royal Armouries shares the site at the Tower of London), and helping to ensure compliance with applicable procurement law.

Weston Pier We acted for AGM Holdings plc on its acquisition of Grand Pier Limited (“GPL”), the company which owns the 104 year old Grand Pier in Weston-super-Mare. We are now advising GPL on the aftermath of the

fire that destroyed the Grand Pier’s Pavilion on the morning of 28 July 2008 and the rebuilding process. This includes assisting GPL with its consultation and liaison with a significant number of interested parties including North Somerset Council, Natural England, English Heritage (on the Grade II listed status of the destroyed Pavilion) and the people of Weston-super-Mare. At the time of writing a planning application is imminent and AGM Holdings plc’s owners hope to open a newly reconstructed pier in the Summer of 2010.

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Environment & Energy Burges Salmon has developed a pre-eminent reputation as legal advisors to those in the environmental sector and through this the energy sector on technologies linked to the environment and climate change, such as renewable energy. 2008 saw us develop some landmark projects and lead on a number of important legal proceedings. Our team advises on issues including pure environmental regulation, defending environmental prosecutions, environmental civil litigation and toxic torts, advice on carbon law

w, Chris Pritchett, Michael Barlo Messent Suzanne Padmore and Georgie

and trading and the consenting, development, build out and ultimate project financing of environmental projects such as large and small scale waste treatment and recycling projects and wind, wave, tidal, biomass and biofuels projects. Our pre-eminence in the sector has attracted a number of major multi-national companies and utilities to turn to us for advice.

Nuon

“Ross Fairley’s team is the only real alternative to the City in this sector”. Legal 500, 2008

We advised Nuon UK Limited in successfully navigating the complicated Forestry Commission Wales and the Welsh Assembly Government procedures for procurement of proposed wind farm sites. The procurement lasted over a year and ended with our client being awarded two strategic search areas within which to obtain planning and build out for large scale wind farm projects. The successful build out of these projects will go a long way to helping Wales achieve its renewable energy targets. We continue to work with Nuon in developing these projects and our advice to date has included planning, property, procurement, construction and grid connection advice. The proposed Pen Y Cymoedd project will have a capacity of up to 300MW, making it one of the largest wind farms ever built in the UK.

The Environment Team is praised for its “outstanding commitment to environment law” which “gives City firms a real run for their money”. Chambers UK, 2009

International Power plc The sale transaction value for this 65MW (Net) renewable electricity generating station was £28m. Supported by Burges Salmon, Helius will use the anticipated £20m sale profits to fund further pipeline projects.

Legal Sector Alliance

The Legal Sector Alliance is an inclusive movement of law firms committed to taking collaborative action to tackle climate change, established in October 2007. Burges Salmon has been an active founding member of the LSA and we firmly believe that law firms will make better progress by sharing best practice and information rather than acting alone. We were part of the Carbon Footprint Protocol working group, which developed the first sector specific carbon footprint measurement tool which has been launched across the profession. We have adopted the LSA climate change principles and these will be applied to the working practices across the firm.

In 2008 we advised International Power on a joint development agreement with West Coast Energy Limited in relation to the financing and development of at least 10 wind farms across the UK. These 10 projects will, if consented, produce up to 140MW of renewable energy, enough to power 78,000 homes in the UK.

Helius Energy plc Our relationship with Helius Energy plc (‘Helius’) continues to strengthen. One of the year’s highlights was advising on its Stallingborough biomass power project. We assisted Helius throughout the project, initially in early contract negotiations to bring the project together and then advising on its successful sale to RWE Innogy.

Energy Minister Malcolm Wicks described the Stallingborough project as an important step in tackling climate change, securing energy and ‘powering a greener, cleaner UK’.

Canatxx The Environmental and Planning teams have won a mandate to advise American energy company Canatxx on the consenting of the UK’s largest proposed on-shore gas storage project in Fleetwood, Lancashire. Gas will be stored in caverns in natural salt beds. The project will involve applying for a number of high profile planning permissions and environmental consents, over the next few years.

The Carbon Trust We advised the Carbon Trust, the leading UK authority on carbon reduction, on launching the Carbon Trust Standard: the world’s first award scheme for organisations that have taken action on climate change by

genuinely reducing their carbon footprint. The Carbon Trust Standard complements the Carbon Reduction Label scheme, on which we also advised. This scheme focuses on consumer goods and services and encourages companies to measure and reduce the carbon footprint of their products. Tony Stockwell, Head of Legal at the Carbon Trust said: “Burges Salmon have successfully steered us through the intricacies of trade mark law and product labelling legislation with their timely and practical advice enabling us to launch and develop the schemes to an extremely tight timetable.”


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International 2008 has seen a significant upturn in the amount of cross-border and international related transactions the firm has been involved with. We have coordinated advice across multiple jurisdictions and some of our largest clients have been referred to international firms with whom

“As with every aspect of our strategy, our appro ach is client-led. It is based upon a client’s needs to access lawyers overseas as and when they are investin g in or have concerns in jurisdictions outside the UK.”

we have developed better friend relationships. While international work is a core component of the firm’s corporate finance practice, we have seen a large spread of international work across a number of specialist areas, including banking, property, employment, pensions, projects, intellectual property, environment and energy. We are making a significant investment in developing the relationships with our better friend firms to ensure that our clients are provided with the same priority and quality of service that they expect from Burges Salmon.

Foreign and Commonwealth Office We closed a high profile international outsourcing deal for the FCO advising on a major Facilities Management shared services procurement for the FCO’s UK Home Estate and 14 diplomatic missions in Europe. A cross firm team from Burges Salmon worked closely with our European better friend international referral relationship firms across 12 jurisdictions; such firms included Claeys & Engels, Nörr Stiefenhofer Lutz and Wardynski & Partners. The deal was worth £70m over 7 years with a possible 3 year extension. The deal is forecast to generate significant savings for the FCO and is also structured so that other Government Departments can participate, consistent with Government policy to encourage collaborative procurements, and generating savings on overall procurement costs.

Bounty Group Burges Salmon worked closely with ECI and the management team of Bounty on its disposal to Kaboose Inc, the largest independent family focused online media company in North America, for £70m.

Yahsat Burges Salmon worked with ECI Partners LLP, a long standing client, on the original management buy out of Bounty in December 2004. We worked closely with Gowling Lafleur Henderson in Canada on the disposal to Kaboose, with Stikeman Elliot acting for Canadian-listed Kaboose.

Corus

Over the last year we have continued to act for the steel producer Corus on a wide range of international matters, including advising on tenders for the supply of materials to major oil and gas projects in countries such as Nigeria, Angola, Egypt, Australia, Malaysia, Indonesia, Brazil and China and contracts for the supply of engineering services in India and Mexico.

Barclays Wealth This has involved working closely with the UAE Armed Forces team in its negotiations with Al Yah Satellite Communications Company (Yahsat), a wholly owned subsidiary of the UAE government’s strategic investment and development vehicle Mubadala Development Company.

We continue to advise the United Arab Emirates Armed Forces on the groundbreaking Yahsat satellite communications project. Having gained substantial expertise when advising the UK Ministry of Defence on the MoD’s £3.5 billion Skynet 5 military satellite contract that closed in December 2005, we have been able to apply our experience and knowledge in an international context as the project is modelled on a UK PPP structure.

With the industry now generating revenue in the region of US$80 billion annually, this is an exciting time for Burges Salmon to be involved in this growing, global business. Following this appointment, Burges Salmon can now legitimately claim to be one of the worlds leading legal advisers in this sector.

Burges Salmon was tasked with producing detailed training for all Barclays Wealth’s advisers dealing with resident but non-domiciled (RND) clients. Barclays Wealth has over 300 advisers in this area with more than 7,500 relationship-managed clients and over 35,000 total RND clients – based all over the world. The aim of the training is to make Barclays a centre of excellence in providing banking and wealth management services to RND clients – bringing them up to speed on the fundamental changes introduced by Finance Act 2008 Schedule 7. We have provided online training modules for Barclays Wealth’s internal e-learning system, a range of multiple choice questions and face-to-face training sessions.

“We play a pivotal role in co-ordinating the service our clients receive.”


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Burges Salmon

In Review 2008

Burges Salmon

In Review 2008

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Corporate Social Responsibility Since the early 1990s Burges Salmon has been committed to pursuing business in a responsible manner, and supporting the communities in which we work and live. In 2008 Prince Charles appointed our CSR champion, ex-Senior Partner Bob Smyth, as HRH Ambassador for the South West 2008, in recognition of his leadership and support of environmental and

, Gail McDonald, Clare Whittge Richard Field, Carol Aldrid and Norris Riley

sustainability initiatives in the region for well over a decade. A new team has taken up the mantle of supporting and promoting our CSR initiatives, ensuring that our social, environmental and

Knowledge Management

ethical standards match the high quality of our legal services.

Diversity

Pro Bono Our Pro Bono support for the University of Bristol Law Clinic was shortlisted in 2008 for a LawWorks Pro Bono Award. LawWorks is the operating name of the Solicitors Pro Bono Group – an independent charity with a mission to support, promote and encourage a commitment to pro bono across the solicitors’ profession. For the past seven years we have hosted an interviewing skills training event for the first year law students who have joined the Law Clinic. Since 2006 our role has expanded and now includes providing sessions covering research and drafting skills. Trainees, professional support lawyers and support staff all give willingly of their time – at weekends and evenings – to deliver the training.

The Jessie May Trust

The firm’s Charity of the Year 2008 has been The Jessie May Trust. Based in Kingswood, Bristol, it provides respite care for terminally

ill children in their own homes. The Bristol to Paris Bike ride raised over £20,000 which is sufficient to provide 4 families with respite visits for the whole year. The firm raised a total of £55,000 over the course of the fundraising year which makes it the biggest corporate donation received by the charity.

Burges Salmon Environmental Policy

As part of our commitment to recruiting people from a wide range of backgrounds, we are attending law fairs at a wider spread of universities. We are also developing community links and holding open days for pupils from a more diverse range of schools across Bristol. We have been undertaking diversity surveys since 2006, publish the results, and our Diversity Committee uses them to identify further areas to be addressed.

In June 2008 we adopted a new Environmental Policy demonstrating our commitment to improving our environmental performance in three significant areas: use of resources; waste generation and travel. To achieve our commitment we have conducted Switch Off campaigns, reduced paper use by moving to primarily electronic filing systems, increased recycling facilities and we support an active Bike Users Group.

n “From willing volunteers for the leg wax to kee ve cyclists and rowers I know that many staff ha given a lot of time and effort to make the partnership a success – thank you very much.” Jane Atkinson, The Jessie May Trust

At Burges Salmon, we believe that ready access to legal and business information is essential for a high quality legal service. We also see knowledge-building and sharing as an important part of our client partnership ethos and welcome the chance to develop a collaborative approach with clients in this area.

Supporting Our Clients’ Businesses

State of the Art Knowledge Management System

The Knowledge Management Team

Effective support and ready access to knowledge are essential for our lawyers to deliver a professional service to clients. Our lawyers are leaders in their field in a wide range of business sectors, both at an individual and team level, and knowledge sharing ensures that our legal teams provide top quality, tailored advice and keep abreast of legal developments, to better support our clients’ businesses.

We appreciate the importance of understanding how our clients utilise know how and have invested in our market leading KM System (GateWest New Media’s Autonomy-based ‘University in a Box’), which is also used by organisations such as BAE and ABN AMRO.

The firm’s strength and depth is reflected in its KM team who support and encourage our lawyers’ wide range of knowledge building and sharing activities, e.g. workshops, podcasts, webinars, etc. We have Professional Support Lawyers (PSLs) to support each sector or department. The firm also employs a team of professional librarians and has Knowledge Partners and a highly qualified central team including a Director of Development and Know How, a Head of KM/IS and a KM Executive.

Clients can also access Burges Salmon’s knowledge and information expertise directly and we have recently advised a key client on knowledge management to support its business objectives.

The intuitive capability of the KM System has opened up access to our know how and significantly increased use of the firm’s excellent range of major legal and specialist sector resources. It has also enabled Burges Salmon to speed up delivery of high quality professional services to clients.

The management of our Knowledge and Know How is a vital part of the service we offer to clients.

Burges Salmon’s knowledge team and PSLs have contributed to industry-wide discussion fora and speak at national KM conferences. Our Head of KM, Carol Aldridge, won the Legal Technology Awards ‘Regional KM Officer of the Year’ category for 2008, is short-listed for ‘National KM Officer of the Year’ in 2009, and our KM Team for ‘National Team of the Year’.


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Burges Salmon

In Review 2008

Statistics

Contact Details Bristol

Staff Numbers

Partners

All Personnel

2008

72

670

2007

64

550

2006

63

512

2005

57

485

2004

54

464

Narrow Quay House Narrow Quay Bristol BS1 4AH Phone: 0117 939 2000 Fax: 0117 902 4400 Email: email@burges-salmon.com DX Address: 7829 Bristol

London Chancery Exchange 10 Furnival Street London EC4A 1AB Phone: +44 (0) 20 7685 1200 Fax: +44 (0) 20 7685 1266 Email: email@burges-salmon.com DX Address: 361 Chancery Lane, London

Top 250 Clients by sector Manufacturing & Other 23%

Financial Services 25%

IT & Telecoms 5%

Real Estate & Construction 11%

Leisure 5%

Transport 10%

Food & Farming 5% Aerospace & Defence 7%

Fee Income (ÂŁmillion, year ending April)

Energy & Utilities 9%

80 70 60 50 40 30 20 10 0 2004

2005

2006

2007

2008

Printed using vegetable inks on Think 4 paper stock which is manufactured from chlorine free pulp from forests independently certified according to Forest Stewardship Council. ISO 14001 approved. Design: Turnbull Ripley

www.burges-salmon.com



In Review 2008