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Start at the top A Career in Law


Contents Start at the top Who are Allen & Overy? 02 03 04 05

Reach – Global opportunities Inspire – Training and support Breathe – Life beyond your desk Give – Community and pro bono activities

Work at the top What we do and what it’s like to work on a major deal… 08 10 18 20 22 24

Career progression People profiles Practice areas Heineken The Blackstone Group/Tussauds Group Kinetic Engineering

Get on top What it takes to become a lawyer at Allen & Overy... 28 30 32 34

Getting to know Allen & Overy Your training contract Application process & deadlines Contact us

Start at the top It’s as much about understanding the clients and their businesses as it is about knowing the technicalities of the law.

All photographs in sections ‘Work at the top’ and ‘Get on top’ were taken at Allen & Overy, One Bishops Square, London. Photographic artwork on page 2 by Graham Holland


With over 5,000 employees working across the world – more than half of them outside London – Allen & Overy is a truly global legal practice. Our lawyers come from a wide range of nationalities, our clients from five continents. Our enviable reputation in Europe is matched by rapid advances in the Middle East, Far East and North America. With global reach comes exposure to interesting and influential deals that span jurisdictions and time zones. As a trainee you will work with outstanding lawyers, not only across departments but also in our everexpanding network of offices around the world. Even in such a large firm you’re part of a small, highly focused team, so you’ll have a significant role to play. You will have fantastic opportunities to develop your business skills and language capabilities, with lots of client and international secondment opportunities to our other offices; that’s why we work so well together. Come and join the team.

The success of our business reflects the qualities of the individuals who work here. Join us, and you will work with some truly inspirational people – from your fellow trainees to the partners – the majority of whom trained with the firm and are regarded as leaders in their field. We offer one of the most tailor-made training contracts in the City, and our dedicated HR team will work with you to select your choice of seats in different departments. We believe that it’s important to help one another, from your trainee buddy who will help you settle in, to your trainer – a senior associate or partner with whom you will share an office – who will guide you through your first encounters with the law. Our award-winning training includes a comprehensive programme of lectures and online resources – ensuring that up-to-date knowledge is shared throughout the firm. The personal development programme, which we have designed for all our lawyers, helps you build on your business, interpersonal and client relationship skills, enabling you to develop an entrepreneurial approach. You too can become an inspiration to those who follow.

Reach

Inspire

Start oat the top 02/03 www.allenovery.com/careeruk


Work is important, of course. But it’s not everything. We recruit people who lead busy lives; people who achieve academically but who are also keen to get involved in a variety of pursuits. We think well-rounded individuals who are comfortable working in a team fit in with each other and with our clients. And when you join us, we encourage you to maintain your interests – or develop some new ones by joining one of our many sports and social clubs. We provide the facilities both for action and relaxation including a modern gym with sports hall, fitness classes, a health & wellbeing centre (with in-house physio, doctor and dentist) and music rooms. We also have a coffee bar, subsidised restaurant and bar.

We feel a strong responsibility for the communities in which we operate; we are looking for people who feel the same. We run an active programme of pro bono and community projects and our people are genuinely enthusiastic about getting involved. Last year our lawyers spent over 55,000 hours on pro bono and communityrelated projects. You could develop your client skills advising at a local law centre, research legal issues for Interights or incorporate charities. Or why not cook breakfast for the homeless at the Whitechapel Mission, help local primary school children improve their literacy and numeracy, or mentor GCSE students from neighbouring boroughs?

You can admire the City views as you stroll on our rooftop garden terraces at our spectacular London headquarters. Our Bishops Square office has a lot to offer. Not only is it one of Europe’s most environmentally friendly buildings, but it is also set in the heart of one of the most vibrant cities in the world. The Allen & Overy philosophy about work-life balance is simple: if you’re not busy, get out of the office.

Longer-term opportunities abound with trainee secondments to Liberty, Battersea Law Centre and as judicial assistants to leading judges. We advise individuals, such as acting for Guantánamo Bay detainees or quashing convictions for death row prisoners, and get involved with larger scale projects, where we are uniquely qualified to help because of our international reach and specialist expertise. Help us make a difference.

Breathe

Give

Start oat the top 04/05 www.allenovery.com/careeruk


What we do and what it’s like to work on a major deal‌ Career progression People profiles Practice areas Heineken The Blackstone Group/Tussauds Group Kinetic Engineering

08 10 18 20 22 24

Work at the top Find out how your career will progress and meet the teams of partners, associates and trainees who worked on three headline-making deals.

Work at the top 06/07 www.allenovery.com/careeruk


Exceptionally motivated people are the foundation for outstanding performance at Allen & Overy. We aim to attract and retain the most talented people from a wide range of backgrounds and to inspire you to perform at the highest level. Join us and you’ll have the chance to maximise your potential and fulfil your ambitions for a rewarding career in a supportive working environment.

Student

Trainee

Trainee

Associate

Partner

Vacation Student & LPC

1st Seat

Final Seat

Litigation

Banking

Amala Ejikeme > > > > > > > > > >

Karen Bail > > > > > > > > > >

Richard Cohen > > > > > > > > > >

Alice Englehart > > > > > > > > > >

Ian Powell > > > > > > > > > >

Former vacation scheme student Amala secured a training contract with Allen & Overy and has just completed his Legal Practice Course (LPC). He is about to start his first seat in Banking.

Karen is nearing the end of her first six months with A&O, working in the restructuring section of Banking. She will soon move to her second seat in Litigation.

Richard is just about to qualify into our International Capital Markets team and is due to return to London after completing his final seat in Singapore.

Alice joined Allen & Overy in 2001 and has spent two periods abroad in Hong Kong and Singapore. She is a Senior Associate in the Litigation department.

Having qualified with Allen & Overy in 1994, Ian became a Partner in the firm’s Banking practice in 2000, aged just 31. Two years ago he was elected to our Management Board.

Career progression Work at the top 08/09 www.allenovery.com/careeruk

We offer you tremendous scope to improve your capabilities, to stretch yourself and to broaden your horizons. If you’ve got what it takes, you can expect to go far.


University: Degree: Joined A&O:

LSE Law September 2008

While I was at university I completed two vacation programmes at Magic Circle firms, including Allen & Overy. The firm strongly appealed to me because of the culture and the people I met were very professional and clearly brilliant lawyers, but also relaxed and approachable. I secured a training contract at the end of my placement, and my experiences really made Allen & Overy an attractive place to work. The Allen & Overy Legal Practice Course (LPC) is tailored to reflect the type of work the firm does and it will definitely make the transition to working much smoother. I found it very different to my undergraduate law course, which was more academic and theoretical. The LPC was hands-on and practical, twinned with recent case studies, so the work we were studying was brought to life. Because the firm offers a bespoke LPC, there is lots of contact with Allen & Overy lawyers. We had regular seminar sessions at the firm, for example, when we did a module on acquisitions we had an evening lecture on a recent transaction carried out by Allen & Overy. The information was detailed and thorough, and we had the opportunity to ask questions. In fact, for me, some of the best learning came from the regular case study sessions at the firm’s offices. They gave us a valuable insight into the real-life deals that had been done. The firm also creates opportunities for people to meet fellow trainees before they start, so there’s an important social aspect too. They gave us a valuable insight into real-life deals.

Amala Ejikeme Vacation Student & LPC ‘Allen & Overy appealed to me because of the culture within the firm. People are very professional, but relaxed and approachable.’

Work at the top 10/11 www.allenovery.com/careeruk


University: Degree: Joined A&O:

King’s College London Law March 2008

I was never planning to go to University so I left school and worked for three years – in a bank, for a firm of solicitors and I even temped for a while. I then had a change of plan and decided to do a degree, during which I participated in a vacation programme at Allen & Overy. I attended a few open days at a number of law firms and found the people at Allen & Overy really encouraging. I had a slightly different background and that wasn’t seen as a negative; in fact, the other things I’d done were seen as beneficial. I’m just nearing the end of my first seat, working in the restructuring section of Banking. It’s been varied and I’m quite sad to be leaving. My next seat will be Litigation for three months and I think it will be interesting, having worked on the criminal side at a firm of solicitors, to see it from the civil side with more commercial matters. It may be a big firm but it feels smaller because of the close working relationship you have within your team. I’ve got to know lots of other people, including the other trainees, and there’s a great social life. We work hard but we also have fun.

Karen Bail 1st Seat ‘We work hard here, there’s no denying that, but we get a lot of other benefits which show that the firm appreciates there’s another side to life.’

Work at the top 12/13 www.allenovery.com/careeruk


University: Degree: Joined A&O:

Leeds History September 2006

I have just qualified after spending my final seat in Singapore, working in International Capital Markets, the practice area I’ll be joining when I go back to London. My secondment has certainly been as challenging as I expected it to be. Some of the work you get as a trainee is complex and it can be very demanding, especially if you’re up against a tight deadline. It gets the adrenaline going. One of the great things about International Capital Markets for a trainee is that you can gain a lot of responsibility quite quickly. Transactions tend to be fast-moving so you see them through from beginning to end and even when the financial values are high you have the opportunity to run your own deals, under the supervision of your trainer. There’s a lot of drafting, you even get a first cut on some of the big agreements, which is great experience. There’s also a lot of client contact. Singapore has been fantastic and I’ve had a chance to travel, to Beijing, Hong Kong and Australia. You work incredibly hard but the firm places great emphasis on you enjoying yourself as well.

Richard Cohen Final Seat ‘At law school you don’t always learn what the role of a trainee actually entails. But the training at Allen & Overy has definitely exceeded my expectations.’

Work at the top 14/15 www.allenovery.com/careeruk


University: Degree: Joined A&O:

Durham Economics and Politics March 2001

I had a fantastic training contract – including six months in our Hong Kong office – and I qualified into Litigation. I was drawn by the variety and international nature of the cases in the department, the buzz which litigation entails and the opportunity to apply my legal knowledge in a practical way to help clients achieve the best possible result in often difficult times. Experience is important but the more responsibility you take on, the more confident you feel about the next challenge. When I was a trainee I was incredibly lucky to be given a huge amount of responsibility. Although it was daunting at first, the more I took on the more confident I became. I try to give the same degree of exposure and opportunity to my trainees. Allen & Overy has a reputation for formal training that’s second to none and it doesn’t stop at the end of your training contract – it continues throughout your career. You also benefit enormously from more informal “on the job” learning, working alongside some highly intelligent people – both lawyers and clients. Being a lawyer is one thing, but increasingly we need to know and really understand our clients’ businesses.

University: Degree: Joined A&O:

Birmingham Law with French September 1992

As a newly qualified associate, I joined a market leading and outward focused Banking department, which was going through huge growth at the time. Subsequently, I gained great experience along the way, becoming a Partner in 2000. I worked on a couple of significant financing deals in the late 1990s, including acting for the banks lending to Unilever when it needed to finance a US acquisition. The first legal document I ever signed as a Partner was for US$22 billion. I joined the Management Board a couple of years ago and that gives me a hugely different perspective as I’m involved in the strategic decisions of the firm. You gain a different outlook on how the organisation works and what you can do to change it, so it makes my working life much more interesting. Allen & Overy has a relaxed social atmosphere, but the business environment is constantly challenging. You are basically part of a group of people who are at the pinnacle of the profession and the challenge is to make sure we stay there – you have to keep reinventing yourself.

Alice Englehart

Ian Powell

Senior Associate

Partner

‘There’s some invisible glue that keeps most of us here – something about Allen & Overy that makes it hard to walk away. It’s about the people, and the quality and diversity of the work.’ Ian Powell

Work at the top 16/17 www.allenovery.com/careeruk


Corporate & Commercial

International Capital Markets

Real Estate

Employment & Benefits

Our global Corporate practice undertakes many of the most high-profile and complex multi-jurisdictional transactions. Over 900 lawyers worldwide combine seamlessly to act for a client base that includes many of the world’s leading corporations, financial institutions and government bodies – as well as smaller growing businesses. Mergers and acquisitions underpin the practice but our lawyers also advise on all aspects of company and commercial law and corporate finance – including public takeovers, international equity offerings, private equity, joint ventures and strategic alliances, company establishment and corporate restructurings and day-today corporate and regulatory advice. The practice has enjoyed a highly successful year which has been recognised by the market. Our European M&A practice was ranked 1st by Bloomberg in 2007 by value of

Our International Capital Markets (ICM) practice is one of the largest and most respected of its kind in the world. The practice covers the full range of capital markets including securitisation, derivatives, structured finance, debt and equity capital markets and corporate trustee law. It also includes the Islamic finance and US law cross-practice groups. The practice, which has won a number of market awards and regularly tops capital markets league tables, advises on the issue, trade and structuring of a wide variety of complex financial instruments including debt, equity, equity-linked and asset-backed securities, derivatives and structured products.

Our Real Estate practice advises property investors, developers, landowners, landlords and tenants, lenders and borrowers and suppliers on every aspect of large, real estate-related transactions. In a market that is now truly global, our real estate team is at the forefront of a new wave of deals in the sector that utilise sophisticated structuring and financing options. Additionally, our team advises on funds establishment, major property portfolio sales and acquisitions, joint ventures and complex real estate developments on both a domestic and international basis.

Our global Employment & Benefits team of over 110 lawyers works in partnership with clients to develop individual, practical and creative solutions for all aspects of modern workplace challenges, pensions issues and employee reward and compensation assignments. Its unique strength is that as an integrated practice, the team can cover a variety of employee incentives, employment and pensions work. Our lawyers are experts in implementing and structuring share plans and pension schemes as well as providing practical and commercial advice on employment law. All three areas are consistently ranked highly by the Legal Directories and in 2008, the pensions team won the accolade ‘Global Pensions Team’.

M&A deals advised on.

Banking Our Banking practice is recognised as a global market leader. Many of the world’s leading banks and financial institutions retain us to help them on their most important and innovative deals. We can advise on any form of financing that a borrower or its lenders choose to undertake, but typically our work focuses on assisting global investment and commercial banks and their corporate clients on the structuring and negotiation of major transactions. This includes private equity deals, corporate acquisition finance, the financing of new build infrastructure, aviation, shipping and rail assets, general corporate borrowing and the refinancing and potential restructuring of particular deals and whole companies.

Tax Litigation & Dispute Resolution Our Dispute Resolution practice has an impressive track record of resolving the most complex and high profile disputes in the market whether in court litigation, international arbitration, regulatory enforcement or mediation. Our excellent market reputation ensures we act for an impressive and ever growing range of clients including global financial institutions, international corporates, governments, regulators and state bodies. As skilled litigators we carefully match solutions to our client’s particular situation. We work at a strategic level with our clients to identify potential issues and manage their risk. Our reputation for dispute resolution advice in the Litigation practice groups of Banking & Finance, Arbitration, Commercial and Intellectual Property also extends to specialist areas such as fraud, insolvency, insurance and real estate litigation.

Our Tax practice offers clients a complete multi-jurisdictional tax advisory service, working closely with other practice areas (in particular, Banking, Corporate and Capital Markets) to advise on the corporate tax implications of transactions and strategies. In practice, this means that tax lawyers are actively involved in most aspects of the firm’s activities; much of their work focuses on the impact of cross-border transactions. Our tax lawyers are frequently involved in ground-breaking transactions, whether led by lawyers in another department or as part of the tax structured finance practice. Our UK Tax lawyers in London work closely with colleagues from other international A&O offices, and with the London-based members of the US Tax team.

Private Wealth & Charities Working with ultra-high-net-worth individuals, families and their trustees, our Private Wealth specialists provide advice on the structuring and administration of trusts and estates, the use of wealth for philanthropic purposes and inheritance issues. This allows clients to manage their wealth in the way that best suits their needs while also satisfying their tax obligations. Working closely with other teams from across the firm, we also regularly advise trust companies, private banks, charities, chartered bodies and partnerships on a variety of commercial transactions and partnership law. The team was recognised by industry peers as ‘London Legal Team of the Year’ at the highly regarded Society of Trust and Estate Practitioners (STEP) Private Client Awards in 2007.

What do trainees actually do in our practice area teams? Find out more at www.allenovery.com/careeruk

Practice areas In 2008 we achieved two milestones: we broke the £1 billion turnover mark and for the first time in our history more than half of our turnover was generated outside London. Work at the top 18/19 www.allenovery.com/careeruk


When you undertake a consortium break-up deal of a very large company, it’s not just a matter of taking that company over, it’s how to split it up once you’ve acquired it. With two different acquirers, each with their own legal adviser, their own bank and their own opinion about how the company should be divided, a certain delicacy was required. Acting for Heineken, the Allen & Overy team was led from London and included experts from Corporate, Tax, Banking, Finance, Competition and Pensions; all pulling together under testing, foamy conditions.

Thirsty work To hear more about this deal, visit our website to download the podcast: www.allenovery.com/careeruk

Work at the top 20/21 www.allenovery.com/careeruk

OPEN HERE: DEAL INSIGHT & DEAL TEAM

Heineken and Carlsberg’s recent takeover of Scottish & Newcastle was simply one of the biggest and most challenging takeovers ever. With a deal worth approximately £8 billion and Britain’s biggest brewer being split in two by companies who just happen to be bitter rivals, this deal required all the skill and expertise of the cross border, cross-practice Allen & Overy team.


Heineken and Carlsberg’s recent takeover of Scottish & Newcastle was simply one of the biggest and most challenging takeovers ever. With a deal worth approximately £8 billion and Britain’s biggest brewer being split in two by companies who just happen to be bitter rivals, this deal required all the skill and expertise of the cross border, cross-practice Allen & Overy team. When you undertake a consortium break-up deal of a very large company, it’s not just a matter of taking that company over, it’s how to split it up once you’ve acquired it. With two different acquirers, each with their own legal adviser, their own bank and their own opinion about how the company should be divided, a certain delicacy was required. Acting for Heineken, the Allen & Overy team was led from London and included experts from Corporate, Tax, Banking, Finance, Competition and Pensions; all pulling together under testing, foamy conditions.

Alun Eynon-Evans Partner

Tom Stancliffe Trainee

Edward Timmins Associate

Hayley Harris Trainee

Jonathan Fletcher Rogers Senior Associate

And what was the role the rest of you played in the transaction?

Can you give us the background to the deal please? Alun – We’ve acted for Heineken for many years but this is the first big UK transaction. It was always on the horizon because brewing is a rapidly consolidating industry. There are only a few major global players and Scottish & Newcastle was too small to survive on its own and having an open share register (which means it doesn’t have a controlling shareholder that stops other people buying it) meant that inevitably somebody was going to buy it at some point. Heineken was always one of the entities most likely to do so.

Thirsty work To hear more about this deal, visit our website to download the podcast: www.allenovery.com/careeruk

Work at the top 20/21 www.allenovery.com/careeruk

Hayley – My involvement was as part of the Banking team. I was in charge of conditions precedent, which is a set of conditions the bank requires to be satisfied before they will lend the money to the borrower, in this case Heineken. Heineken is a Dutch company, so I had to liaise between our Dutch and Belgian offices to make sure all of the conditions precedent documents were prepared on time and to the satisfaction of the bank. It was quite a short and sharp process, but it was fuelled all the time with excitement and adrenaline. I was actually based in the Canary Wharf office at the time, but since most things were happening in the Bishops Square office, it was a case of the team I was working with camping down in our temporary office space in Bishops Square, which just made it all seem a little bit more exciting.

What made this takeover particularly interesting?

Jonathan – I work in the Incentives department, which basically looked at the share options aspects of the transaction. Scottish & Newcastle had about seven different share option plans and so our first role was to look at all the plans and the effect these would have on the transaction. I’d say that over half the work that we do in the Incentives department is corporate linked, but we also have our own work streams as well. Being involved in corporate transactions gives you a good opportunity for further business development opportunities with a client that you may not have had contact with before and for us specialist departments that’s an opportunity to get standalone work.

Alun – This is just the kind of deal that A&O does very well. It was a very high profile, very difficult takeover, but with a smallish team internally, that brings together all of the different deal elements. Like Jonathan doing share incentives, other people doing tax, people doing pensions and the banking team financing the acquisition. There were two main elements on the corporate side, namely the consortium agreement – the relationship between Carlsberg and Heineken – regulating how the takeover and break-up would happen. And then there was the other side, which was doing the takeover itself, which was quite difficult; Ed did most of the work on that.

Tom – My role was working with my trainer and Alun to prepare all of the documentation relating to the consortium. It was quite exciting, just to see what was going on and feel like you were an eye witness to some quite exciting discussions. I think the due diligence process was really interesting. It happened over a very short period of time, about five days, including one weekend. So it was really all hands to the pump, which actually, as a trainee, is the best scenario because that’s when you get the most responsibility. Also the nature of the business being a brewery meant that there were all sorts of quite interesting licence arrangements relating to drinks that you’d tasted.

Ed – The takeover was structured by way of a scheme of arrangement, which is a very common way to do takeovers at the moment and has the significant benefit that you’re not actually transferring shares, you’re cancelling them. So no stamp duty attaches. We were involved every step of the way. As far as the actual takeover was concerned, Heineken and Carlsberg’s interests should be aligned, and largely they were, but it was interesting to see how minor differences between us turned into quite significant arguments, even though what was reflected in the documentation at the end of the day can appear quite minor.

Ed – I think I’ve frustrated my friends quite a lot recently because whenever we go to the pub and I buy a beer, I say, oh, well this beer was established by a family back in the 70’s and it was purchased by Scottish & Newcastle in the 80’s, which is now owned by a Dutch brewer.

And what did this deal mean overall to Allen & Overy?

Alun – The takeover process itself was not that difficult as a transaction, in the sense that although a scheme is a complex technical transaction, we do a lot of them. What was very different about this was that it was a consortium break-up bid, and in a situation which for most of the transaction was hostile or semi-hostile, as in the targets were not actively cooperating with us. Probably two years ago, the market view would have been that you couldn’t do a hostile break-up bid.

Alun – Well, it was a very high-profile deal, which is great for the people who were working on it, because we all got fantastic experience doing a deal that was often on the front page of the FT. Where before people would be very reluctant to try to put together a very big, complicated break-up transaction this shows you can do it and I think it shows A&O as the go-to firm for this kind of complex, high-profile, public transaction.


Allen & Overy professionals from the Banking, Corporate, Tax and Real Estate teams advised investment banking big hitters Goldman Sachs, HVB and Lehman Brothers to deliver a financing structure that gave the banks the security they required in a timeframe that allowed Blackstone to make the acquisition at an agreeable price. In particular, the Allen & Overy team had to get to grips with a highly complex global real estate and intellectual property portfolio in a niche market – among the assets in question were The London Eye, The London Dungeon, Alton Towers, Legoland, Chessington World of Adventures, Thorpe Park, Madame Tussauds, a Gardaland theme park in Italy and a number of aquatic attractions. It was certainly the only deal on the schedule that year where trainees explored the market value and trading restrictions on killer whales. In case you’re interested it’s around €5m, and you have to agree to return the whale’s first offspring back to the vendor.

Riding the big one To hear more about this deal, visit our website to download the podcast: www.allenovery.com/careeruk

Work at the top 22/23 www.allenovery.com/careeruk

OPEN HERE: DEAL INSIGHT & DEAL TEAM

Corporate transactions have many sides – not just buyer and seller – and can come about very suddenly. What started out as a straightforward refinancing became a much bigger and more pressured deal when private equity firm Blackstone entered into negotiations to acquire the Tussauds Group for £1bn. The deal, which was headline news, created the world’s second largest tourist attraction operator and involved negotiations with parties in London, Italy, Germany, the USA, Belgium, the Netherlands and Luxembourg.


Corporate transactions have many sides – not just buyer and seller – and can come about very suddenly. What started out as a straightforward refinancing became a much bigger and more pressured deal when private equity firm Blackstone entered into negotiations to acquire the Tussauds Group for £1bn. The deal, which was headline news, created the world’s second largest tourist attraction operator and involved negotiations with parties in London, Italy, Germany, the USA, Belgium, the Netherlands and Luxembourg.

Andrew – I think the clients rely on us having a team that matches their team. So they have senior, middle and junior analysts in their team and they rely on us having a similar structure that can get information and provide instructions efficiently. Lianne – As a trainee you don’t act for just one person in the group and that’s one thing I especially liked about this deal. The work is very much shared around the team and you are asked to get involved on different aspects of the deal. And because the timescales were so tight I was always being asked to help out. Andrew Trahair Partner

Tim Conduit Senior Associate

Lianne George Trainee Solicitor

What was it like to work to such deadlines?

Allen & Overy professionals from the Banking, Corporate, Tax and Real Estate teams advised investment banking big hitters Goldman Sachs, HVB and Lehman Brothers to deliver a financing structure that gave the banks the security they required in a timeframe that allowed Blackstone to make the acquisition at an agreeable price. In particular, the Allen & Overy team had to get to grips with a highly complex global real estate and intellectual property portfolio in a niche market – among the assets in question were The London Eye, The London Dungeon, Alton Towers, Legoland, Chessington World of Adventures, Thorpe Park, Madame Tussauds, a Gardaland theme park in Italy and a number of aquatic attractions. It was certainly the only deal on the schedule that year where trainees explored the market value and trading restrictions on killer whales. In case you’re interested it’s around €5m, and you have to agree to return the whale’s first offspring back to the vendor.

Riding the big one To hear more about this deal, visit our website to download the podcast: www.allenovery.com/careeruk

Andrew – Well, we all needed quite a bit of sleep at the end of it. Lianne – It was exciting, you definitely feel the pressure but that’s one of the reasons why you choose to come to a firm like this – to work on headline deals. It’s definitely very satisfying when you open up the paper the next day and see all your hard work. So yes, of course you do feel the pressure but you are working in a team environment and you share the pressure between all of you and get to the goal in the end. Then you can take a step back and relax, and say ‘we did it’.

Andrew, can you give us some background to the deal? Andrew – It started as a refinancing of Legoland, for the Blackstone Group. We worked on that refinancing for four or six weeks and during the course of that work Blackstone entered into discussions with Dubai International Capital, about acquiring the Tussauds Group.

And what was Allen & Overy asked to do? Tim – Allen & Overy was asked to work with the banks who were providing funds to Tussauds for, initially, the refinancing and then the acquisition, to work out how best to put that funding in place, to make sure that the banks were protected, and to work with the banks to make it the most efficient form of financing so Blackstone got the best price. Part of that process was trying to ascertain where the assets in the group actually sat and arranging for the security over those assets to be released and for us to negotiate a package so that when our consortium of banks gave funds across, they would take security over those assets. What made it a special deal was the nature of the assets – a diverse range of property and intellectual property type assets on a global basis. There were two big loans, one for the assets that were in Italy and one for the assets that were everywhere else. So that made our lives more complicated, having to juggle these two separate financings at the same time and we started to make sure that the security was in the right place and ensuring that the companies could in fact lend.

Lianne, what was your role?

Work at the top 22/23 www.allenovery.com/careeruk

Lianne – Well, I first got involved when I was asked to do searches on various companies that were going to actually lend money. It was generally going in and seeing whether there were any red flag issues to raise, to see whether there was anything that they weren’t allowed to do, for example, lend money or take security, whether banks were allowed to take security over their assets. There was also another trainee on the deal who’s since been seconded to our Moscow office.

Andrew – I think it closed in the early hours of a Monday morning after a fairly intense weekend. And basically none of the team were then seen in the office for several days after that; they just had some sleep to catch up on. But it was an exciting time. I mean, the deal made the front page of the Financial Times, the Times and several other European newspapers. Tim – One aspect of it is you actually get to know each other quite well. I mean you know the people here but after working in the same room with these people day and night for quite a few weeks you get to know them very well. For me that was one very satisfying aspect of the deal. Another indication of the time pressure was that I grew a beard during the deal as I didn’t really have time to shave each morning. That alone made it memorable for me.

And what have you learned from the experience? Lianne – I have definitely learned how to work under pressure, how to work in amongst a team, to take on certain roles and take certain things off other people’s plates, and to use my initiative and try and move things forward without knocking on people’s doors. Andrew – Lianne was an essential part of the team, I mean, she was the go to person, she was the person who knew where the appropriate information that we were looking for was. She was the person who fine tuned a whole lot of the documents and without her there is no way we would have been able to achieve the timetable that we did. For me, what made the deal interesting was the nature of the business – it was a business that you could relate to. Everyone has been to a fun park or the London Eye, so you could think about the business and how it made money. It was certainly interesting to know that a killer whale costs €5 million and that its first offspring has to be delivered back to the vendor. Things like that made it a very interesting deal. Tim – They don’t teach you that at law school do they?


When you’re working for a law firm that’s a clear leader in international debt capital markets, cross-border deals are commonplace – but they are never dull.

The tight-knit Allen & Overy team took a lead role in the deal and liaised between our client, KBC Financial Products (part of the A1/AA-rated banking and insurance group), Kinetic Engineering, two sets of Indian counsel and the Singaporean listing agent to secure the deal within a two-month time frame. When the Reserve Bank of India consented to the bonds being issued the wheels were already in motion to complete the deal and it was full throttle until they were listed on the Singapore Stock Exchange.

Wheeling and dealing To hear more about this deal, visit our website to download the podcast: www.allenovery.com/careeruk

Work at the top 24/25 www.allenovery.com/careeruk

OPEN HERE: DEAL INSIGHT & DEAL TEAM

Managing the issue of convertible bonds (that is to say bonds which can be converted into shares) for India’s leading scooter manufacturer was never going to be easy. Kinetic Engineering was new to the international markets, so for them this deal was both financially important and a steep learning curve.


When you’re working for a law firm that’s a clear leader in international debt capital markets, cross-border deals are commonplace – but they are never dull. Managing the issue of convertible bonds (that is to say bonds which can be converted into shares) for India’s leading scooter manufacturer was never going to be easy. Kinetic Engineering was new to the international markets, so for them this deal was both financially important and a steep learning curve.

Andrew Wilson Partner

Jaime Lee Associate

Samir Mehta Trainee

The tight-knit Allen & Overy team took a lead role in the deal and liaised between our client, KBC Financial Products (part of the A1/AA-rated banking and insurance group), Kinetic Engineering, two sets of Indian counsel and the Singaporean listing agent to secure the deal within a two-month time frame. When the Reserve Bank of India consented to the bonds being issued the wheels were already in motion to complete the deal and it was full throttle until they were listed on the Singapore Stock Exchange.

Is it common for trainees to be in regular contact with clients? Andrew – Yes, in the ICM department, there is a very regular deal flow, so there are plenty of opportunities for trainees to get involved, not only liaising with clients, but to some extent assuming some responsibility for running the deal; and certainly Samir was very heavily involved in all aspects of this transaction. Our client felt equally comfortable dealing with Samir or Jaime and we made sure that we were all equally well-informed about the status of the transaction and what the outstanding points were. It was very much presented as a team effort and I think that came across to the client.

Were there any particular challenges that you faced in this deal?

Andrew, could you take us through the deal please?

Wheeling and dealing To hear more about this deal, visit our website to download the podcast: www.allenovery.com/careeruk

Work at the top 24/25 www.allenovery.com/careeruk

Jaime – We were involved with various parties across several jurisdictions. First of all we had counterparts in India and, because the offering circular was Singapore listed, we had to deal with the Singaporean lawyers as well. I particularly enjoyed the cross-border aspects of the deal and I found I had to be very flexible with my working practices to accommodate the needs and expectations of the different parties. For example, our Indian counterparts didn’t really like e-mails; they preferred to talk to us on lengthy conference calls. I think they would actually have preferred us turning up in person for face to face meetings, but this was impractical in the circumstances.

Andrew – An Indian engineering company, Kinetic Engineering, was interested in attracting some equity investment in order to fund future development. One of the ways in which they wanted to do this was through an issue of convertible bonds. We assisted and advised the arranger, KBC Financial Products, in arranging the issue of the convertible bonds. Our first task was to establish a list of parties, to understand the terms of the deal and to construct a proposed timetable to completion. We then had to draft and settle all of the documents, including, crucially, the offering circular. There were certain independent milestones which dictated the timetable, including the need for Reserve Bank of India consent and for the listing of the bonds on the Singapore Stock Exchange; but, apart from these, it was up to us to manage the whole process and do what we could to drive things along.

Samir – One of our main challenges was guiding the company through the transaction, from helping it to understand the documentation to explaining complex aspects of the deal. I spoke to the company and our client regularly and was able to assume a lot of personal responsibility, doing things which you may not expect to do so early on in your career. There was definitely an element of excitement in that as well, because you really feel part of the team and that you are contributing something. I also really enjoyed the international element of the deal. At one point in the day I’d be on the phone to Indian counsel in Mumbai and later I might be speaking to the listing agent in Singapore and then dealing with our client in London. I felt we were really the central focus of it all; the glue binding all the parties together.

Samir, what was your role in the deal?

Was this a typical deal for the ICM department?

Samir – My job was essentially helping my trainer with the day-to-day running of the deal. This involved preparing and reviewing the documents, including the offering circular. The offering circular is a disclosure document which included a description of the company’s business, its financial statements, the tax treatment of the bonds and the terms and conditions of the bonds. The other aspect that I covered was client contact. Jaime, Andrew and I were the main contacts for the client and I would be talking with KBC pretty much on a daily basis.

Jaime – It was typical in the sense that we had to produce the usual transaction documents – we had the offering circular and various other agreements to bind the relationship between the various parties and we had to assist the arranger in the structuring of the deal. But personally I found it very interesting because of the cross-border aspects and because the company was quite inexperienced. I think the best upshot of this deal is that I established a very, very good relationship with the client.


What it takes to become a lawyer at Allen & Overy... Getting to know Allen & Overy Your training contract Application process & deadlines Contact us

28 30 32 34

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Open days

lawyer, such as negotiation, presentation and interview skills. You will

Winter Vacation Programme

make the right one. That’s why we offer a wide range of opportunities to

Open days are available for undergraduates and graduates and are

work with fellow vacation placement students on a project designed to

Our week-long Winter Vacation Programme is aimed at finalists and

learn about our firm and to meet our people. We want to get to know you

designed to provide a more detailed insight into our firm, our environment

sharpen your research skills and expose you to our broad range of

graduates from all disciplines. This programme runs in December and you

and think it’s important for you to get to know our lawyers and graduate

and the qualities and skills that we look for in trainees. Running regularly

practice areas. There will also be plenty of time to socialise with other

will sit in one of our core practice areas for the duration of the placement.

recruitment team – that way we can provide advice and guidance for your

throughout the year, these valuable all-day events feature interactive and

Allen & Overy people during your placement, which will further broaden

future career planning.

practical workshops, informative presentations and talks from Allen & Overy

your knowledge and extend your contacts around the firm.

lawyers and the opportunity to work shadow a trainee. You’ll also pick

Just as vacation placements are a good way to get to know us, they are

up lots of advice on applying for vacation programmes and training

also a good way for us to get to know you. We gather feedback on all our

contract positions. Two of our open days cater specifically for first year

students from their trainers and you can choose to have a training

Choosing a training contract is an important decision and we want you to

Meet us We hold presentations and attend law fairs across the UK and Ireland, and run skills sessions and other events organised with university careers services, law faculties and student societies throughout the academic year. These offer a great opportunity to get a feel for the kind of firm we are, the

undergraduates and have a special focus on our vacation opportunities,

contract interview at the end of your placement. Many vacation students

while all other events are open to penultimate year undergraduates, finalists

successfully gain training contract offers.

Spring Vacation Programme This programme runs for ten days but is for penultimate year undergraduates (and second years on a four-year course featuring a third year abroad) from any degree discipline. This is ideal for students who have a busy summer planned or who would like to gain their legal work experience earlier in the year. As with our Winter Vacation Programme,

and graduates. Dates are published on our website and you should apply Applications for each of our vacation programmes open on 1st October

you will be placed in one of our core practice areas. This programme runs

work we do and the people who have already launched their careers with

annually. Please check our website or page 33 of this brochure for closing

during the Easter vacation period.

us. They are also a good way to get your questions answered and gain

dates and interview timetables. Spring & Summer vacation students are

online to attend one of these events.

further insights into our culture and values. Visit our website

Vacation Programmes

also eligible to apply for our international internship opportunities, which

www.allenovery.com/careeruk to keep up-to-date on our campus events

A vacation programme is a great way to get to know us better and

enable 12 students to work in four of our key international offices

Our three-week Summer Vacation Programme is also aimed at penultimate year undergraduates (and second years on a four-year course

and open days, and to gain further insights and valuable tips ahead of

experience first-hand our culture and work. We offer three vacation

following their placement in London. You will be paid £250 per week

making your application or attending an interview. You can also take a

programmes – Winter, Spring and Summer – and have approximately 100

while on our vacation programmes and enjoy full access to all our

closer look at our flagship London office, Bishops Square, and find out more

vacancies available throughout the year. In each of our programmes you

in-house facilities.

about what life as an A&O lawyer actually entails.

Summer Vacation Programme

featuring a third year abroad) from any degree discipline. There are three

will gain experience in one or two of our practice areas, where you will

placement periods to choose from, commencing in mid-June. You will sit

work alongside Allen & Overy lawyers on real deals and cases. Before you

in two practice areas, one of which will be a core department.

join us, we ask you to choose the areas that most interest you – this is a great opportunity to get hands-on experience in an area of law that really appeals to you. Alongside your legal work you will attend workshops and presentations aimed at informing you about key elements of our work and helping you to develop the skills you need to be a successful commercial

Getting to know Allen & Overy Get on top 28/29 www.allenovery.com/careeruk


Non-law degree and the GDL

Law school

Your training

preference for your first seat generally in one of these areas prior to

If you have not studied law at university you will need to complete a

We provide the Allen & Overy Legal Practice Course (LPC) at The College of

Your training contract will be based on three and six-month rotations

joining. Typically, international and client secondments take place in the

conversion course known as the Graduate Diploma in Law (GDL). This also

Law in London and all successful candidates will study this – although if

through a number of departments or practice areas – known in the legal

final seat. As you go through your training contract and gain experience,

applies if you have studied law at a Scottish or Irish university or have

you have already completed an LPC elsewhere it is still recognised. Our fee

profession as ‘seats’. You will sit with a partner or an associate and actively

it is anticipated that your level of responsibility will increase.

done a law degree in an international jurisdiction that is not recognised

earners and training team have worked closely with The College of Law to

contribute to the day-to-day work of that department – working on

as a qualifying law degree by the Solicitors Regulation Authority (SRA).

develop a bespoke LPC that reflects the particular requirements of a City

transactions and cases taking real responsibility and gaining plenty of

Your development is key. Training and support is delivered in a variety of

We do not mind where you do your GDL (though if you do it at The

law career and which features materials based on real examples of the

client exposure.

ways, whether this is achieved through mentoring by your trainer or

College of Law, your combined GDL and LPC qualification will give you an

work we do and lectures by A&O lawyers about recent deals to put it all

LLB). Once you have completed your GDL, you will be on the same footing

into context. It also features soft skills training and technical elements

Shortly after you join you will attend an information evening where all

go out of their way to help you, and there is a good balance between

as a law graduate and the next step for all candidates is the Legal Practice

that will relate directly to the electives you study. And, of course,

departments are represented, rather like a careers fair, so that you get the

support and supervision and being allowed to work independently. We

Course (LPC).

attending a firm-specific LPC means that you can get to know your fellow

chance to meet A&O lawyers from different practice areas. Following this,

want you to succeed and to develop a long term career with Allen & Overy

trainees and future colleagues, build your networks and attend the

we will sit down with you on a one-on-one basis to decide which seats you

and our retention rates on qualification – typically around 90% or higher

numerous social events organised by our recruitment and training team

will take and for how long. You can identify a ‘priority seat’ in which you

– reflect this.

‘We want you to succeed and to develop a long term career with Allen & Overy and our retention rates on qualification reflect this.’

ahead of joining the firm.

attending departmental specific courses. People at every level of the firm

have a particular interest and discuss the possibility of an international seat or client secondment, should you want one. We currently have

Your benefits

around 55 international and client trainee secondments. This means that

The current salary for first-year trainees (as at September 2008) is

Financial support during law school

at least 85% of our trainees can take advantage of these fantastic

£38,000, rising to £42,200 in the second year of training. On qualification,

When you accept our offer of a training contract we will provide financial

opportunities.

the current salary is £65,000. We have an exceptional range of benefits

support for the remainder of your law school studies. For candidates

including insurance (life, permanent health and private medical), a

studying for the GDL this means in addition to paying your fees we will

Before each seat you will undertake department-specific training, to

pension scheme, an interest-free season ticket loan, as well as a range of

give you an annual maintenance grant of £6,000 in London and £5,000

ensure that you are able to make the most of your time in each

on-site facilities including a gym and sports hall, medical, dental and

elsewhere in the UK; and an annual maintenance grant of £7,000 while

department. You will spend up to 12 months of your training contract in

physiotherapy services, beauty treatment centre, dry cleaners, and two

you take the Allen & Overy LPC. In addition, we award a £500 bonus to

two or three of our core practice areas (Corporate and Commercial,

restaurants.

future trainees who achieve a first class degree or a distinction in the LPC.

Banking or International Capital Markets) and you can express your

You can also apply for a £500 contribution towards purchasing a laptop, completing a language study course or undertaking a pro bono or community initiative.

Your training contract Start Get on at top the top 30/31 30/31 www.allenovery.com/careeruk


At Allen & Overy we are involved in some of the most interesting and

Your interview

challenging work going, so professionalism, technical expertise and

If your application is successful – whether for a training contract or a

business awareness are fundamental skills, but so are approachability,

vacation programme - the next stage will be an assessment day comprising

warmth and personality.

two interviews with a partner or senior associate. The first interview is based

Open days

Training Contract

Apply: 1st October 2008 – 27th February 2009 Open days take place from November 2008 to August 2009 (see website for details)

on your application form and will assess your skills and knowledge, as well

What we look for Individuality. There’s no such thing as a typical Allen & Overy candidate. Quite the opposite in fact. We’re open-minded and we’re interested in people who share that quality. Naturally we are looking for individuals who can demonstrate strong academic performance – we hope you’ll be heading for at least a 2(i), in any degree discipline, and have 340 UCAS points (AAB) at A Level (or equivalent). But beyond this we want to see evidence of teamwork, motivation and drive, communication skills,

as your motivation for a legal career at Allen & Overy and your commercial awareness. The second interview is based on a case study and you will have 30 minutes to work through the brief and prepare a short presentation to deliver to your interviewer. The presentation will be followed by a discussion

(final-year undergraduates and graduates, all degree disciplines): Apply: 1st October 2008 – 31st October 2008 Interviews will take place in November 2008

a tour of our office. Visit our website for valuable advice on preparing for

Winter Programme:

Apply: 1st June 2009 – 31st July 2009 Interviews will take place in September and October 2009

15th – 19th December 2008

Apply for all vacancies via our website www.allenovery.com/careeruk

interviews and to download our guides on commercial awareness and applying for vacation placements.

(penultimate-year undergraduates and second years on a four-year course

trainees across two intakes: September and March.

Law undergraduates (penultimate-year):

with your interviewer on the key points from the case study. After this, one of our current trainees will take you for a well-deserved coffee and give you

commitment – both to a career in law, and to a career with Allen & Overy.

have a shortlist of preferred universities. Each year we recruit a total of 120

Apply: 1st October 2008 – 16th January 2009

Winter Vacation Programme

Spring and Summer Vacation Programmes

at least 45% of our trainees are from non-law backgrounds and we do not

Non-law undergraduates (final-year): Interviews will take place in January and February 2009

planning and organisation, critical thinking, commercial awareness and We mean it when we say your university and degree subject don’t matter –

(September 2011/ March 2012 start dates)

‘There’s no such thing as a typical Allen & Overy candidate. Quite the opposite in fact. We’re open-minded and we’re interested in people who share that quality.’

featuring a third year abroad, all degree disciplines): Apply: 1st October 2008 – 16th January 2009 Interviews will take place in January and February 2009 Spring Programme: 30th March – 8th April 2009 Summer Programmes: 5th June – 3rd July, 6th July – 24th July and 27th July – 14th August 2009

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Bishops Square E ST .

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One Bishops Square London E1 6AD

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Allen & Overy LLP

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ALLEN & OVERY

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Allen & Overy LLP

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Allen & Overy is an international legal practice with approximately 5,500 staff, including some 500 partners working in 29 major centres worldwide. Allen & Overy LLP or an undertaking has an office in Abu Dhabi, Amsterdam, Antwerp, Bangkok, Beijing, Bratislava, Brussels, Bucharest (associated office), Budapest, Dubai, Dßsseldorf, Frankfurt, Hamburg, Hong Kong, London, Luxembourg, Madrid, Mannheim, Milan, Moscow, New York, Paris, Prague, Riyadh (associated office), Rome, Shanghai, Singapore, Tokyo and Warsaw. In this brochure Allen & Overy means Allen & Overy LLP and /or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP’s affiliated undertakings.

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