annual_review_2012

REVIEW 2012Surprisingly different

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00>Contents

Brodies LLP Annual Review 2012

01 Foreword – Joyce Cullen ......................................... 0402 Review – Bill Drummond ........................................ 06

Supporting clients’ objectives through specialist knowledge03 Banking & Financial Services ................................. 1204 Business & Corporate Affairs ................................. 1405 Business Sector Focus ............................................ 1806 Commercial Property ............................................. 2207 Criminal Regulation & Business Compliance ............. 2608 Family & Personal Matters ..................................... 2809 Funds ................................................................... 3010 Insurance .............................................................. 3211 International / EU ................................................. 3412 IP, Technology & Outsourcing .................................. 3613 Local Government .................................................. 4014 Oil & Gas .............................................................. 4415 Planning ............................................................... 4616 Renewables & Sustainability ................................... 4817 Retail ................................................................... 50 18 Rural Business....................................................... 5219 Shipping & Marine ................................................ 5620 Transport .............................................................. 58

Protecting clients’ interests21 Competition & Procurement .................................... 6422 Parliamentary & Government .................................. 6623 Resolving Disputes ................................................. 6824 Workplace Management ......................................... 70

Positive impact on communities25 Corporate Social Responsibility ............................... 7626 Accounts ............................................................... 8027 Services Index / Contacts ....................................... 82

To find out more visit www.brodies.com


05Brodies LLP Annual Review 201204

Earlier this year, we conducted the latest in a series of surveys to measure our progress. Currently, women account for a third of Brodies’ Strategic and Operational Board membership, 30% of our partners and 55% of our associates. Among trainees, who of course represent the future of the legal profession, the figure is 59%. We can also report that more than a quarter of our employees were amongst the first generation of their family to study at university and 78% attended state schools.

We reported last year that Brodies became a founding member of PRIME, a pioneering initiative by the UK’s leading law firms to give access to quality work experience and continuing support to young people from less privileged backgrounds. The scheme is designed to introduce young people to a range of careers in the profession, not just as lawyers, and we will be offering work experience every year to eight young people aged 13-17. In June, three students from Wester Hailes Education Centre in Edinburgh took part in a pilot run of the programme. They spent a week with us, developing their skills in a wide variety of areas such as communication, presentation, networking, negotiation and team working. As well as shadowing lawyers and professional support staff across many departments of the firm, they visited the Court of Session,

Edinburgh University and the Scottish Parliament and spent time with the in-house legal team of one of our clients, Virgin Money, who agreed to work with us in support of the scheme. We hope the students enjoyed the experience and that they gained some insight into the many opportunities available at Brodies and in the wider legal profession. We will continue to follow their careers over the next few years and to offer additional support where needed.

In addition to our involvement in PRIME, Brodies continues to support other initiatives to encourage young people of all backgrounds to hone their skills. In June, I was delighted to meet some of the dedicated young swimmers taking part in the Brodies Scottish Schools Team Championships. Brodies has supported the Scottish Schools Swimming Association for seven years and it was an honour to present medals to some of the record 600 students who had travelled from as far afield as Forres and Kelso to take part. The Championships have become a highlight of the sporting calendar for Scotland’s young athletes and are an important showcase for our future sporting stars ahead of the Glasgow 2014 Commonwealth Games.

Equality of opportunity, diversity in the workplace and the ‘glass ceiling’ which is said to prevent women reaching senior positions, not least in the legal profession, continue to be topics of discussion in the press and within businesses. But the focus, it seems to me, is now more often on the adverse effects which failure to provide equality of opportunity may have on businesses, if the “pipeline” of talented people, of whatever gender, is restricted.

This issue was highlighted in a recent report by McKinsey & Company, the global management consultancy firm. According to the study, though many organisations had introduced initiatives to address the gender imbalance, in only 8% of the biggest European companies surveyed did women hold more than a quarter of the top jobs. In the UK, women were found to account for just 11% of the membership of executive committees and 16% of corporate boards.

Despite the progress that we and many of our clients have made in encouraging diversity, there can, of course, be no room for complacency I was therefore delighted to accept a recent invitation to become a founding member of the Two Percent Club in Scotland. The club brings together senior executive and non-executive women and men from the private, public and charity sectors, with the aim of working together to improve the representation of women in senior roles in the business community. By sharing best practice and encouraging the many talented business women we have in Scotland to progress in their chosen professions we hope to enhance the valuable contribution they make to our corporate culture. A number of Brodies clients are involved in this pioneering initiative, including The Royal Bank of Scotland, Deloitte and National Australia Group.

I hope that the examples of work which our clients have kindly agreed that we can highlight in the following chapters will go some way to demonstrating the successes of the many and varied clients that Brodies is proud to represent and, importantly, what can be achieved through collaboration between talented and inspirational people who have succeeded, irrespective of their gender or background.

Obviously, this is a complex issue which involves cultural, socio-economic and many other factors. However the clear message is that merely introducing policies to encourage diversity, however well-intentioned, will not bring about change without there being consensus at all levels of an organisation to make that change happen.

At Brodies, our commitment to recruiting, retaining and developing a diverse workforce goes further than the implementation of equal opportunity employment policies – it is woven into the fabric of the firm and informs our decisions, not only as employers, but in our engagement with clients and the wider community. We try to ensure that everybody is treated in a way that gives them the opportunity to succeed. We are committed to encouraging and promoting the most talented people from all backgrounds because we believe it makes our firm stronger and enhances the service we deliver to the diverse range of clients we represent, both within the UK and internationally. In other words, it is good for business. We also support a number of initiatives involving young people, seeking to foster a culture of dedication, confidence and achievement which, we hope, will contribute both to their personal development and the future growth of the Scottish economy.

01>Foreword – Joyce Cullen

Joyce Cullen / Chairman



Change, it is said, is the only constant and recent events in the Scottish legal market certainly prove that to be the case. Over the past year we have seen a number of established Scottish names – some of which have been part of the Scottish legal sector for as long as I can remember – disappear following mergers with English firms. Others have sacrificed distinctive independent brands and market positions in an attempt to scale up and appear more competitive. This loss of independence is regrettable, coming as it does at the very time when Scotland’s constitutional future dominates the political debate and the country is poised to assume greater powers, whatever the outcome of the 2014 referendum. Regrettable because Scotland, as a separate legal jurisdiction, needs a strong, independent legal sector if business, institutions and individuals that operate here wish to have a real choice of top calibre Scottish firms able both to represent their interests domestically and in dealings with top tier firms in other countries on an equal footing.

There is no doubt that the double-dip recession which we entered into during the course of the year in review was a significant factor in the developments that we have seen. Some of this recent merger activity is a consequence of a preoccupation with scale and place among some firms which saw substantial investment in the London and international markets before the economic crisis in order to be seen as a national or international practice. Others may have felt the need to be part of a bigger business with a larger capital base and stronger growth prospects. Either way, control has been ceded to head offices outside Scotland – perhaps not an unusual syndrome in the history of corporate Scotland.

At Brodies, however, we remain focused on Scotland and on providing to our clients relevant services of the very highest quality delivered by the most talented lawyers. It is this clarity of vision and unremitting focus on our clients which we, and independent commentators, believe has put Brodies at the vanguard of the Scottish legal market. Our growth is built on sustained investment in services, technology and infrastructure and in recruiting and retaining the brightest lawyers, whose expert knowledge and experience allows us to support clients in every sector of the Scottish economy. We can point to a decade and more of consistency in this approach.

02>Review – Bill Drummond

Bill Drummond / Managing Partner

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Change is not confined to the Scottish legal market, of course, but extends to every sector in which our clients operate. Delivering legal services that mirror and, where possible, anticipate these changes and provide solutions to the challenges they present is crucial to helping our clients achieve their goals.

This focus on understanding the needs of our clients is underscored by the creation of dedicated multi-disciplinary teams at Brodies to service some of the highest growth sectors of the Scottish economy – such as oil and gas, food and drink, aviation, defence and engineering and renewables. These teams bring together specialists from departments across the firm, harnessing legal and market knowledge to support the commerce and innovation that will, I believe, finally lift our economy out of recession.

Scotland has a proud history of discovery and invention but all too often we have failed to commercialise and protect our ideas. Protecting patents and trademarks is vital for Scottish firms looking to attract funding and grow. Similarly, the ability to show overseas investors that we have a robust legal framework and lawyers with an international reputation for asset protection is critical to inward investment. In 2012 I was delighted to welcome to Brodies two of the country’s leading specialist IP litigators, who have bolstered our excellent technology and litigation practices and created a resource for clients that is unparalleled in the Scottish legal market.

We have also committed significant resources to growing our Aberdeen office – where we now offer our full range of services to the north and north-east of Scotland, including specialist oil and gas and renewables practices comprising local lawyers who understand these fast-moving sectors – and in ensuring that clients have access to up-to-the-minute advice on EU legislative and regulatory matters through our Brussels office. Meanwhile, our ability to make deals happen in Scotland, the UK and further afield is illustrated by Brodies’ ranking as the most active adviser in both the Acquisition & Sales and Reconstruction & Specialist Banking deals tables in Scottish Business Insider magazine’s 2012 yearbook.

I would like to take this annual opportunity again to extend my warm thanks to our clients, old and new, for the trust they have placed in Brodies and for allowing us to share information about the work we have done with them. I hope the case studies in the following pages will go some way to illustrating the tremendous variety and quality of the services we offer and the importance that we place on collaboration, both within the firm and with our clients. While change may be a constant, at Brodies our commitment to our clients is unwavering.

Over the past year, we have yet again earned welcome independent recognition of Brodies’ quality of service and the strength of the firm. Brodies was named Scotland Law Firm of the Year 2012 by Who’s Who Legal in its annual awards, the third occasion that we have gained this recognition. Who’s Who Legal lists only the leading lawyers in each field, based exclusively on the findings of an independent six-month research process that encompasses feedback from private practitioners, other experts in the legal sector and, most importantly, clients.

The number of partners at our year-end, April 2012, rose 11% from 66 to 73 and the total number of Brodies staff grew from 472 to 513, an increase of 9%. In Aberdeen, we have grown from a standing start to more than 40 staff, including 29 lawyers, in less than two years. Through nine new lateral hires, we cemented our position as the biggest legal resource in Scotland, strengthening our teams in banking, restructuring & insolvency; commercial property; corporate & commercial; insurance & risk; employment, pensions & benefits; agriculture & estates; private client; oil & gas; dispute resolution & litigation; shipping and IP, technology & outsourcing.

To deliver this kind of growth against the backdrop of continuing economic uncertainty in Scotland, the UK and global markets required steadiness of nerve by Brodies’ partners and management team, the dedication of Brodies’ people and, above all, the continuing support of our clients who, whether new or long-standing, have chosen to put their trust in us. Over the past year we have been delighted to welcome clients from Shetland to the Borders, representing a wide variety of sectors of the Scottish economy. These include the Lerwick Port Authority, DC Thomson, Glasgow Caledonian University, Scottish Power Renewables, Tulloch Homes, the Scottish Children’s Reporter Administration and Dumfries and Galloway Mental Health Association.



02>Review – Bill Drummond continued

substantial increase in resource and revenues that we reported in the 2011/12 accounts, which marked the successful completion of the first phase of our current three-year strategic plan. While costs, driven by lawyer headcount, rose by 12% to £25.2 million, we grew turnover by 16% to £42.8 million and operating profit by 22% to £17.6 million.

As is the case with many of our clients, we have never relied on an open tap of relatively cheap debt and have, instead, sought to use the strength of our own balance sheet to invest and grow with enhanced client services remaining the number one priority. It is through this commitment to sustained investment in our clients through these past few tough years that we were able to achieve the

Like any business we look forward to some respite from the economic volatility that has become a daily reality since world markets were hit by the first shockwaves of the economic crisis in 2008. We share the widespread concern regarding the ongoing troubles in the eurozone and hope that there will be no further shocks to the financial system emerging from the debt crisis.

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£25.2m

£42.8m

£17.6m

513

73

Costs

Turnover

Profit

Partners

Staff

12%

16%

22%

11%

9%

April 2012

Supporting clients’ objectives through specialist knowledge



03>Banking & Financial Services

We have worked closely with clients to ensure that they are best placed to respond to rapidly-changing market conditions. The banking sector remains in a state of flux. There has been a re-awakening of the capital markets amid sustained government intervention, however liquidity issues have led to an increasing focus on long term institutional debt. The consequences also remain to be seen of UK banking reform and the review of LIBOR benchmarking, with an estimated US$800 trillion of financial products linked to this index.

Despite some promising signs, lending conditions have been challenging and investment has been restrained. Clients have been selective – looking for the best results and seeking to minimise risk – and there has been greater focus on identifying more efficient means of finance. Not surprisingly, we have seen significant growth in asset backed lending, tied to our particular strengths in receivables, general asset finance and shipping finance.

Having entered into a double-dip recession during 2012, raising the thorny question of how macroeconomic policy can stimulate growth, large scale infrastructure projects are being proposed as a solution. The Brodies banking team has been supporting the Scottish Government in addressing funding constraints and ensuring greater leverage for public investment. We have advised on the use of government guarantees, now adopted for the infrastructure sector by the UK Treasury, and have been involved in helping clients qualify for participation in the Funding for Lending Scheme. This UK Government scheme, which has been made available to the main UK lenders, is designed to stimulate the economy by helping them make cheaper loans available to businesses. There has also been considerable activity in the renewable energy sector, with the arrival of the Green Investment Bank in Edinburgh providing an additional impetus.

The need for some clients to repair balance sheets and refocus on core business activity has meant more large loan book sales. Our team has advised clients on a range of acquisitions with asset types including commercial real estate, asset and project finance portfolios and residential mortgage books.

Continuing lower property valuations and difficult trading conditions have meant specialist advice for both borrowers and lenders is essential. We have one of the largest dedicated insolvency and restructuring groups in the Scottish marketplace, comprising more Accredited Specialists and CPI-qualified lawyers than any other Scottish firm, and have consolidated our position as the ‘go-to’ firm for corporate restructuring and insolvency advice.

Bruce Stephen, Head of Banking & Financial Services

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Tulloch Homes Group Financial restructuring provides firm foundation for housebuilder

Tulloch Homes Group, the Inverness-based housebuilder, needed to undergo a complex financial restructuring to provide a firm foundation from which to move its business forward against the backdrop of the downturn in the property market. Completing the deal within the required two-month timescale was a key factor for Tulloch Homes Group and it turned to Brodies because it needed a legal adviser that it knew could deliver.

The support provided by Brodies’ banking and corporate teams included advice on how to effect a reduction of debt and liabilities and write down the value of land assets. The transaction involved a new debt facility, rationalisation of shareholdings and a debt-equity swap.

An excellent collaborative relationship was soon established between Brodies and the company’s management team, which allowed swift completion of the transaction. This safeguarded the future of the company and allowed it to plan ahead from a strong financial base.

> Banking & Financial Services

> Corporate

> Employment, Pensions & Benefits

“ We very much appreciate the input received from the Brodies team in driving this very important transaction to a highly satisfactory conclusion within the required, extremely tight, timescale. We appreciated not only their pragmatic, commercial legal advice but also their sector knowledge.”

Sandy Grant, Director, Tulloch Homes Group

Did you know?Our banking team has advised on more than 350 deals in the past year with an aggregate value of

£11.2bn

Our practice is split evenly between lender and borrower work, acting for all high street lenders in Scotland, specialist finance providers and some of the biggest UK businesses and corporate and real estate investors active in our market. This experience has allowed us to help clients to structure the best deal taking into account current lending requirements and ensuring the transaction is fundable.

Airvolution Energy Limited Project financing expertise delivers rapid results for new windfarm development

Airvolution Energy Ltd develops, constructs and operates onshore wind projects across the UK. Brodies supported the company through the negotiation of its first project financing for a single purpose non-recourse subsidiary, Airvolution Energy (Ysgellog) Ltd, which is developing a windfarm in Anglesey.

The negotiation of the financing documents was achieved very rapidly over a period of eight weeks. Brodies’ knowledge of current market practice and familiarity with the processes of the funder, The Co-operative Bank plc, allowed the key issues to be resolved quickly.

A critical aspect of this project was fitting in the non-recourse nature of the financing arrangements with the funding structures of Airvolution Energy itself and meeting the requirements of its ultimate owner, ESB Novusmodus LP, which is an Irish investment vehicle.

Airvolution Energy has plans for several more onshore windfarms in the coming months, and Brodies is delighted to be associated with this ambitious London-based developer.

> Banking & Financial Services

> Projects, Energy & Infrastructure

“ A big thank you to Brodies, who were outstanding in their endeavour to get things done efficiently and swiftly against the backdrop of a government changing the regulations half way through the process.”

Richard Mardon, Chief Executive, Airvolution Energy Limited



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04>Business & Corporate Affairs

Brodies has been at the forefront of the corporate deal flow this year and the expansion of our corporate teams in both Aberdeen and Glasgow reflects the increasing amount of work we are doing for clients in the Scottish deals market. Brodies is ranked the top legal adviser in both the Acquisitions & Sales and Reconstruction & Specialist Banking deals tables in Scottish Business Insider magazine’s 2012 yearbook. The expansion of our team in Aberdeen, including our dedicated oil & gas practice, has allowed us to assist a growing number of clients in the north and north-east of Scotland achieve their business objectives. In addition, the creation of bespoke teams that pool relevant expertise from colleagues across our firm has enhanced significantly the support we provide to clients operating in some of the highest growth sectors of the Scottish economy, including food & drink, renewables, life sciences, manufacturing, and aviation, defence & engineering.

However, corporate and commercial activity is not just about deals. It is about relationships and some partners in Brodies’ corporate team have been the trusted legal adviser of individual clients for more than 30 years. There can be no more valuable endorsement than this of the high quality service we provide and the trust that business owners place in us. They often rely on us to provide a full range of legal advice on the matters that are important to them, drawing on the expertise of specialists from other departments where necessary – from employment, pensions & benefits to private client. Another key part of our approach is to build relationships with (and be part of) the business community to help make business happen despite the challenging economic environment, and to contribute to the future growth of the Scottish economy.

The strength of our long-term relationships is illustrated by work we have done over the past year for The Co-operative Group, a client of ours for almost 15 years. This year we advised on The Co-operative Group’s purchase of David Sands Ltd, which operates 28 convenience stores across Fife, Perth and Kinross and employs over 700 staff. Members of other specialist Brodies teams work closely with other parts of The Co-operative Group, including Co-operative Farms, Co-operative Bank, and Co-operative Estates.

Julian Voge, Head of Corporate

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Business Growth Fund Plc Advising innovative fund on its first deal in Scotland

Business Growth Fund plc (BGF), an initiative backed by five of the UK’s main banking groups, was established in 2011 to help provide investment for Britain’s fast-growing small and medium-sized companies.

As well as providing financial backing, BGF seeks a collaborative approach with the management teams of its investee companies, providing access to the expertise and guidance required to take their high potential businesses to the next level.

In March 2012, BGF completed its first deal in Scotland, subscribing for a combination of equity and loan notes in STATS (UK) Limited, an oil and gas pipeline services company based in Kintore, near Aberdeen. BGF’s total investment was just over £7.8 million and, as part of the deal, a new and extended funding package was secured from Lloyds Banking Group.

In addition to being BGF’s first investment in Scotland, it was also its first investment in a manufacturing business and its first in the oil and gas sector. As well as supporting BGF on the negotiation and completion of the investment documentation, Brodies conducted sector-specific legal due diligence, advising on the norms and particular risks associated with STATS operations and contractual relationships.

>Corporate

>IP, Technology & Outsourcing

>Oil & Gas

>Projects, Energy & Infrastructure

>Property

Did you know?In 2012 Brodies’ corporate team has been involved in deals worth more than

£10bn



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04>Business & Corporate Affairs continued

Powerleague Group Limited Supporting expansion of the UK’s leading football pitch provider

Powerleague is the UK’s leading provider of 5 and 7-a-side football pitches, offering more pitches and soccer centres than any of its competitors.

To maximise shareholder value, Powerleague is constantly monitoring its portfolio of pitches to ensure that it holds those which offer the best return on investment. This involves a significant amount of transactional work on which Brodies property and corporate teams advise. In addition, Brodies provides advice on the various legal issues that can arise within a business of Powerleague’s nature and size – from corporate governance and directors’ service contracts to trademarks and employee incentives.

“ Brodies provides us with excellent support and advice in both routine and complex matters and their ability to respond quickly and with a broad range of specialists has proven invaluable.”

Sheena Beckwith, Finance Director, Powerleague

Key to the success of the relationship has been Brodies’ ability to drive deals towards completion, often within tight timescales, and to provide value for money by focusing on those issues that are of the greatest importance to Powerleague.

>Corporate

>Employment, Pensions & Benefits

>Litigation

>Property

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The deal was financed by private equity and debt, and Brodies took a leading role in coordinating the funding from Kana’s UK lenders, as well as integrating and implementing the security packages required by funders in other jurisdictions.

>Corporate



>Property

>Tax

Kana Software Inc

Brodies advised Kana, the US-headquartered software company, on its acquisition of the Ciboodle group of companies from the Paris-listed Sword Group.

Ciboodle (formerly Graham Technology) is a Scottish-based software company operating worldwide. Both Ciboodle and Kana are market leading names in contact centre customer service software and the combined group will continue to operate under the Kana name.

Brodies’ corporate team had a key role in this multi-jurisdictional deal, working closely with Kana’s in-house counsel and US lawyers to carry out due diligence on the target group and ultimately bring the deal to completion.

The Ciboodle group includes several foreign subsidiaries in jurisdictions as diverse as the Netherlands, South Africa and Indonesia. As a result of this worldwide reach, the deal involved a number of challenging cross border commercial and tax issues. Working to tight timescales, Brodies was able to provide the necessary expertise from, amongst others, our property and tax practices to meet those particular challenges.

“ The timescales dictated by this deal meant that access to the relevant experts at the right time was absolutely crucial to us. Brodies went the extra mile to bring the necessary resource and expertise to bear exactly when needed.”

John Murray, Group General Counsel, Kana Software



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05>Business Sector Focus

At Brodies we understand the importance that clients place on having commercially-astute legal advisers who have in-depth knowledge of the issues affecting their sector, its outlook for the future and the legal risk profile. That way they can be confident that they will get advice that properly protects them as their business develops and grows and helps them add value to their bottom line.

To this end, Brodies has established sector-specific multidisciplinary teams focused on key areas in the Scottish economy – food & drink; life sciences; aviation, defence & engineering; manufacturing and renewable energy. These are all sectors in which we expect to see significant growth here in Scotland and where we have an outstanding track record. Each of our bespoke teams comprises lawyers from across the firm specialising in a wide range of disciplines. These teams are experienced both in working together and in working in their specific sector so can offer speedy, practical and commercial advice, whether in relation to vital regulatory matters or on day-to-day issues such as employment polices or leasing premises.

With the regulatory environment becoming ever more complex, we always strive to deliver added value to our clients’ businesses by keeping them abreast of the legal issues that will affect them in the future and by helping them to devise strategies to address these new challenges. We work with businesses at all stages of their life cycle, from start-ups right through to large multinationals, providing the expertise they need to overcome the challenges they face and, ultimately, achieve their strategic objectives.

Catherine Feechan, Corporate Partner

Manufacturing Tennent Caledonian Breweries UK Limited

Tennent Caledonian Breweries UK Ltd (TCB) became a client of Brodies in 2011. It is the market-leading beer and cider supplier, with an impressive drinks portfolio that includes Tennent’s Lager, Caledonian Best ale and Magners cider.

One of its key development policies is to provide financial support to many of its on-trade partners. This enables these partners to expand their businesses, while at the same time increasing the sale of TCB’s products.

Brodies advised TCB on 61 completed transactions in the calendar year to August 2012. These included its investment in Maclays Group plc, which has a portfolio of 26 managed public houses, and the provision of additional funding to enable Maclays to expand its portfolio.

The time invested in understanding the TCB business and its requirements has been vital to the success of the relationship and remains a central plank of Brodies’ approach to working with new clients.

>Banking & Financial Services

>Corporate


>Property

“ Brodies dealt with the legal issues quickly and effectively as they arose. We were particularly impressed by Brodies’ commercial and collaborative approach which enabled a smooth completion of this complex transaction within the challenging timescale we required.”

Robert Wilson, Scottish Seafood Investments Limited

“ I have found the Brodies team very commercial in their outlook and able to offer advice which is both value-adding and succinct – this combination has allowed us to complete a number of transactions successfully together.”

Michael Sloan, Finance Director, Tennent Caledonian Breweries

UK Limited

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Food & Drink Loch Fyne Oysters Limited

Brodies advised Scottish Seafood Investments Ltd (SSI) on its investment in the iconic Scottish brand Loch Fyne Oysters (LFO). LFO, which was established in 1978 by entrepreneurs Johnny Noble and Andy Lane, farms mussels and oysters and operates a smokery in Cairndow at the head of Loch Fyne.

The investment backs the existing management team and provides the resources and expertise to allow LFO to move to the next level – growing its brand both domestically and internationally, developing capacity and introducing innovative methods of sustainable aquaculture across its operations.

Brodies advised on all aspects of the transaction, which included the acquisition of shares in the company from an Employee Benefit Trust and a review and renegotiation of LFO’s brand licensing and supply arrangements.

Recently, Brodies also advised SSI on its equity investment in Associated Seafoods Ltd (ASL) with a commitment of £13.5 million and on ASL’s acquisition of Sco-Fro Group’s whole langoustine business and the prestigious Glenisla brand.

> Corporate



>Property

Did you know?Since January 2012, Brodies’ food & drink team has been involved in deals worth over

£2bn



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05>Business Sector Focus continued

Life Sciences Touch Bionics Limited

Touch Bionics Ltd provides world-leading prosthetic technologies and supporting services for people with upper limb deficiencies. Its products include livingskin™ prostheses which are hand-crafted from high definition silicone and hand painted to match skin tone and appearance.

Following the appointment of a new CEO at Touch, Brodies became the company’s corporate legal adviser. The new CEO had worked with the Brodies team at his previous company and wanted to maintain the strong relationship that had been established with our lawyers over many years. In particular, he appreciated the practical commercial advice that he had received from our corporate team and knew that Brodies had the relevant specialist knowledge to be able to meet all of Touch’s legal requirements as it grows and develops.

In common with most innovative high growth companies, receiving practical advice on funding issues is a key requirement for Touch. Brodies’ corporate team advised Touch on its latest round of equity funding, which was completed on time with a minimum of fuss. In addition, we advised on contract matters, IP and employment issues – providing a one-stop shop for all the company’s legal needs that delivers consistent high quality legal advice across all areas.

>Corporate



Did you know?

We are keen supporters of ADS, the trade body which advances the UK interests of the aviation, defence, security and space industries. Brodies partner Grant Campbell sits on the ADS Scotland Council.

“ Having received excellent advice from Catherine Feechan [partner, corporate] and the rest of the Brodies team in my previous company, particularly during a challenging exit process, I wanted them on my side in my new venture. To know that the advice received will be practical as well as correct and to know that the team can draw on specialist expertise from around the firm is extremely important.”

Ian Stevens, CEO, Touch Bionics Limited

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“ Roger Cotton [partner, projects] is an extremely able lawyer and, importantly, very practical too. His knowledge and expertise, coupled with a straight talking but sensible commercial approach, were of great value to us.”

Gillian Ingram, Senior Legal Counsel, BAE Systems

Aviation, Defence & Engineering BAE Systems, Regional Aircraft

BAE Systems, Regional Aircraft, which has been a valued client of Brodies for almost a decade, is a leading provider of managed solutions for aircraft support services and engineering.

In 2012, Brodies advised BAE Systems in relation to a £15.5 million contract with the UK Ministry of Defence (MoD) to modify two BAE 146-200QC aircraft for likely deployment in Afghanistan.

The conversion from a commercial to military configuration will allow the transport aircraft to be used by the Royal Air Force and will include the design and installation of defensive aids systems to give them an appropriate level of protection for operations in Afghanistan.

Top TierChambers & Partners 2012/13HealthcareClients turn to the team primarily for its considerable transactional expertise, and note that “they get the job done in a quick and cost-efficient manner keeping all parties in the loop at all times”.

We advised on BAE’s deal with the MoD and on the equipment, embodiment and other supply chain contracts.

Brodies’ knowledge of the sector and of MoD contracting, as well as our appreciation of the urgent operational requirement which underpinned the project, contributed to the delivery of pragmatic, commercial advice and innovative solutions that ensured timely successful completion of the deal.





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06>Commercial Property

Scotland’s commercial property market has tracked that of the wider UK economy over the past year and has been dominated by concerns about a further fall in values, a constrained lending market and weak occupational demand – all combining to suppress investor appetite and transactional volume.

However, thin markets create opportunities for those with the confidence, and financing, to strike. Once again, many of the largest deals in the market (in which, as you will see, Brodies advised) involved inward investment – with one of the investors, the underlying occupier or the party providing debt finance being from overseas. Partly, that reflects the smaller number of indigenous players, but must also be regarded as a vote of confidence in the Scottish economy.

Our practice continues to lead the Scottish market and we have grown our turnover and increased our investment in the property team. We have recruited more experienced lawyers during the past year and our unparalleled market knowledge and intelligence allows us to deploy leading teams to assist clients.

Nevertheless, while we are ideally placed to support our clients in identifying and securing opportunities in the commercial property market, we also understand the challenges they face. We should make no bones about it – finding deals, landing them and financing them in the current challenging economic conditions is no easy task – and having the legal firepower of a practice like ours is increasingly recognised by our clients as an essential component of doing business in these uncertain times.

Nick Scott, Head of Property

Did you know?

With 88 fee earners who work exclusively on real estate work, Brodies has the

largest resource dedicated to real estate of any Scottish firm.

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Resolution Property (Ocean Terminal, Edinburgh) Largest shopping centre purchase in Scotland

In the largest investment deal in Scotland in 2011, Resolution Property acquired Ocean Terminal, the 440,000 square foot shopping centre developed by Forth Ports in Leith.

Brodies fielded a multi disciplinary team for this purchase comprising specialists in real estate, corporate, tax, planning and construction. Our client was also successful in securing debt finance from the existing lender HBoS with Brodies’ banking and real estate specialists advising on this.

>Property


>Construction & Engineering

>Corporate

>Planning

>Tax

“ Brodies’ ability to field the specialists needed across the many legal strands of this complex geared corporate acquisition and co-ordinate matters to a tight timescale helped facilitate one of Scotland’s largest deals.”

Nigel Robson, Partner, Resolution Property


06>Commercial Property continued


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Pramerica (141 Bothwell Street, Glasgow) Largest office acquisition in Glasgow

In the highest value investment deal in Glasgow in 2011, Brodies advised Pramerica on the acquisition of 141 Bothwell Street for more than £70 million. Developed by PPG, the building was one of the most recently completed Grade A office buildings in the city centre, occupied by tenants including Shell, HSBC and PricewaterhouseCoopers. In a highly-competitive bidding process Pramerica secured the property and went on to complete the acquisition at the end of the year.

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Drum Property Group (Prime Four, Kingswells, Aberdeen) Largest new office campus build in the UK

Brodies advised Drum Property Group, which has acquired a site at Kingswells in Aberdeen and has pre-let 350,000 square feet of new offices to Transocean, Nexen and Apache. The strength of the project overcame the difficulties in seeking development finance in one of the most challenging markets in recent times, with our client securing a facility from Barclays and beginning work on the construction of the first phases in July 2012. The master plan allows for further development of a four-star hotel and leisure club, a nursery, retail outlets and services, and several hundred thousand square feet of further office space,

Did you know?

Brodies acted for the purchasers or developers of the largest deals completed in Glasgow, Edinburgh and Aberdeen during the review period.

“ Prime Four is Aberdeen’s first and only world-class business park, and Brodies has been an integral part of this unique development. The firm has undoubtedly made its mark in the Aberdeen property market.”

Graeme Bone, Director, Drum Property

Chambers & Partners 2012/13Real Estate The commercial property team at Brodies is known for its “first-class service”, with client sources describing them as one of “the best in Scotland”.

The Legal 500 2012Commercial Property – Leisure & hospitality Commercial Property – Edinburgh & GlasgowBrodies LLP’s 23-partner team has “considerable depth of real estate knowledge”.

making the campus one of the largest in the UK. Brodies brought together a multi-disciplinary team to advise the client, which included colleagues from our construction, corporate, planning, tax and banking teams.

>Property



>Corporate

>Planning

>Tax

Brodies completed all due diligence on the deal, advising the clients on property, planning and construction. Once the acquisition was completed, Brodies assisted in securing debt financing against the property. It is now almost completely let, apart from one-half floor, which our client is now seeking to market.

>Property


>Planning



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07>Criminal Regulation & Business Compliance

Our clients operate in highly regulated and intensely competitive sectors. These are policed by specialist regulators with first rate knowledge and expertise of their field. Ignorance of the law is no excuse and these specialist regulators hold businesses to exacting standards.

The good news for our clients is that Brodies’ team of regulatory and business crime specialists is equally committed to supporting businesses facing investigation and to using the breadth and depth of legal expertise at our disposal to defend their interests.

Often, clients facing regulatory investigations receive little or no notice that an investigation has been launched

and the first they know of it is when regulators appear at their premises wielding powers of investigation provided by statute. In these circumstances, it is crucial that clients have the specialist legal support necessary to protect their business, and individuals in that business. Having a team of lawyers just a phone call away, ready to attend their premises and to challenge the actions of regulators where appropriate is now a must for those operating in highly regulated sectors.

Our team of regulatory and business crime specialists provides ongoing advice and support to a wide range of clients facing investigation by specialist regulators and has considerable experience in resolving compliance issues before they reach the courts. Our lawyers also have the advocacy expertise to defend clients facing prosecution.

Paul Marshall, Associate, Public Law & Regulation

Scotoil Group Supporting decontamination best practice in the oil and gas sector

Scotoil is a leading provider of environmental services to the oil and gas industry in Scotland. Its key services include the decontamination of equipment used by operators, drillers and service contractors in the North Sea. This year we have supported Scotoil as it brings online new facilities to help improve decontamination processes at its Aberdeen Harbour base and, in turn, to improve business performance. Our support to Scotoil has ranged from detailed audit assistance and business expansion through to high level reporting to its Board. We understand the importance of translating demanding and often complex regulatory requirements into aims which clients such as Scotoil can quickly understand and achieve, while pursuing their commercial ambitions.

>Public Law & Regulation

>Corporate

>Oil & Gas

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Inchcolm Veterinary Services Limited Helping leading veterinary practice safeguard our food chain

As Scotland’s leading poultry veterinary practice, Inchcolm Veterinary Services Ltd plays an important role in safeguarding our food chain. As a result, the business is held to the very highest standards of medical and commercial practice by UK regulators. For a number of years Brodies has supported Inchcolm in achieving and maintaining those high standards. We have assisted the company in developing its international practice, while ensuring compliance with UK and EU law. We have also helped Inchcolm to access new markets in the UK and overseas by providing practical, commercial advice on how

Did you know?Brodies’ business crime team advises the regulated and regulators. This means we have the know-how to advise business on the steps they need to take to achieve and maintain compliance, build relationships and protect against the risk of prosecution.

Did you know?With offices in Edinburgh, Glasgow and Aberdeen (as well as Brussels), we have dedicated teams of solicitors available to respond 24 hours a day to provide on-site investigations and dawn raid support to your business.

“ Our thanks must be extended to the Brodies team for leading us through the minefield which is the Bribery Act 2010. With Brodies’ in-depth review and training approach, our drinks company can continue to trade with confidence.”

Robert Anderson, Managing Director, Tomatin

to grow its business whilst always complying with demanding and complex regulatory requirements. In the last year this has involved supporting Inchcolm through audits, on-site inspections and other regulatory processes. In this we understand that our role is to empower clients to be successful by helping them negotiate myriad regulations and realise their business goals.


>Corporate

>Insurance & Risk

“ Morris & Spottiswood has worked with Brodies for a number of years. We have always found their advice, attention to detail, professional manner and general ‘can do’ attitude the main reasons why we continue to seek their advice. Culturally, Brodies is a perfect fit for Morris & Spottiswood and we would have no hesitation in recommending them to potential clients.”

Douglas McGlade, Senior Health and Safety Business Partner,

Morris & Spottiswood


to make sure as much as possible can be passed on to the next generation – or benefit charities or other causes close to their hearts. Tax has never been more complicated and that burden is not going to get any lighter, as the Scottish Parliament gears up to take on more tax powers, whatever the result of the referendum on independence. Brodies is perfectly placed to assist all of our clients to face these renewed challenges. Our experts regularly contribute to the very development of the law, both at Westminster and at Holyrood, and are recognised among solicitors and other professionals as the people to turn to when things get difficult. With innovative plans such as family limited partnerships, new forms of trust and pre- and post-nuptial agreements, Brodies’ private client department will help you to preserve and pass on family wealth.

Alan Barr, Head of Private Client


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Brodies’ private client department has expanded the full service it offers both geographically and in terms of what we do for our clients. We have brought together our respected family lawyers with our specialists in wills, trusts, executries and estate planning to provide a truly comprehensive service to help our clients whatever life – and death – throws at them. Our services are taken up by people across the spectrum of Scottish society – and beyond. We provide wills for people and help them cope with difficult changes in their lives, whenever these occur, and we have experts in Edinburgh, Glasgow and Aberdeen to help you cope with these changes.

Aggressive tax avoidance is under renewed attack from a government which needs as much revenue as it can get. However, our estate planning experts have always worked within the letter and the spirit of the law, making sure that our clients use the rules perfectly properly,

Second opinion from family law specialists really makes a difference

We were approached for advice by a young mother who had moved from Edinburgh to Texas to live with her boyfriend, who was a high earner in the oil industry. They lived together in Texas for four years and had a child but never married. When they split up, the ex-boyfriend, despite earning good money, refused to provide financial assistance to our client. As she had no means of supporting herself and her three-year-old daughter, she and her child moved back to Edinburgh to live with her parents. She consulted her parents’ lawyer to enquire whether she could obtain some financial support from her former boyfriend. The advice was that she would have to apply for child support in Texas because she had no claim for cohabitants’ rights in Scotland as they had not lived together in this country.

08>Family & Personal Matters

Fortunately, she sought a second opinion from Brodies’ family law team and we explained to her that she could apply for both maintenance and a payment in respect of her cohabitants’ rights under Scots law. As a result, the woman raised proceedings in Scotland, both for maintenance and a financial award in respect of the period of time that she had cohabited in Texas. At first, the Scottish solicitors instructed by her ex-boyfriend defended the action on the basis that the Scottish Court could not hear the case, as the cohabitation was not in Scotland. However, once we pointed out that the Scottish Court did have jurisdiction to hear our client’s application for a financial award in respect of her cohabitants’ rights, she received a generous offer of settlement from the boyfriend, who did not relish the prospect of having to litigate in a foreign court.

>Private Client

Did you know?More than 20% of us are likely to suffer to some extent from failing mental capacity. A Power of Attorney can save your family from very significant worry and expense and make sure that what you want to happen continues to happen. Given that approximately 100% of us are going to die, you owe it to your family to make sure that you have a will in place to be sure that they can cope as well as they possibly can when you are no longer around.

Did you know?Our team in Aberdeen is expanding. Responding to the demand for quality private client services in the north and north-east, we now have five private client lawyers based in our Aberdeen office providing the full range of services. They are led by recently recruited partner Mark Stewart.

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Expert tax advice saves company owners up to £6.8 million

We recently acted for the owners of a successful company who were looking for personal advice in connection with the likely sale of their business. The first part of the exercise was to maximise Entrepreneurs’ Relief from capital gains tax. While £10 million of ‘relief’ is historically generous, it was not enough in this case to cover the shareholders’ capital gains. However, if you have more than 12 months before the sale of shares, there is still time to transfer some of them to the owner’s spouse so that up to £20 million of ‘relief’ is available. Potential saving to our clients: £1.8 million.

Spotting the immediate opportunity is one thing, advising on longer term planning another. Post sale, the business owner’s Inheritance Tax (IHT) profile changes overnight from ‘completely sheltered’ to ‘fully exposed’ and the grim

reaper’s 40% slice looms on the horizon. While inheritance tax planning with the proceeds of sale has limitations, pre-sale there is a real window of opportunity. In this case the advice before the contract of sale was signed to place shares into IHT efficient trust structures to protect the family wealth for future generations. While a healthy balance was retained by the business owners as their retirement pot, another IHT-friendly mechanism was employed to convert this into a ‘tax-free’ 20-year ‘income’ that had no value for IHT purposes but still benefited the family in the longer term. A little pension planning was added to the mix with a view to keeping that out of the IHT net too. Potential saving to the owners: £5 million.

>Private Client

>Corporate

“ Brodies’ private client team has a justified reputation for excellence, not just in delivering legal services of the very highest quality but also for its strong collaborative ethos, efficiency and its ability to call on the specialist knowledge of experts from across the biggest law firm in Scotland. They are a great bunch of people to work with and always make sure that we are kept in the loop.”

Johnny McGlynn, Divisional Director, Brewin Dolphin



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The Brodies Funds Group has been in its element over the past year. We thrive on delivering strategic and legal advice to asset managers, investors, pension schemes, large corporates and other organisations.

Our diverse client base routinely instructs us in connection with:

>structuring investment vehicles and product design >FSA regulatory matters >designing and implementing asset backed funding structures for pension schemes >tax mitigation schemes using Scottish limited partnership components >structuring and executing investment transactions by clients, such as private equity funds and public sector pension schemes

Our asset management clients value our advice, which helps them navigate an environment characterised by regulatory change, such as the implementation in the UK of Alternative Investment Fund Managers Directive. Our remuneration and share scheme specialists have also been active advising on the implications and impact of the FSA Remuneration Code and designing appropriate compliant remuneration and reward structures.

For our large corporate clients, our work on tax mitigation schemes and asset backed pension scheme funding structures, both using Scottish limited partnerships, has been a vital part of their efforts to conserve cash and engineer the optimum configuration for their businesses.

Alistair Campbell, Head of Funds

Old College Capital Limited Partnership

Developing start-up investment vehicle to commercialise cutting-edge innovation

Our Funds Group advised Edinburgh Research and Innovation, the research and commercialisation office of the University of Edinburgh, on the formation of Old College Capital LP.

The vehicle represents a new investment arm of the university, which has ambitious development plans that underscore its continued commitment to investing in spin-out companies and the commercialisation of academic research.

Our role involved: >advising on the structure of the investment vehicle >advising on options for scaling up and development >advising on FSA regulatory matters >drafting structure documents and dealing with set up and registration of the LP

Old College Capital LP will inject funding into some of the university’s leading spin-out and start-up companies. The objective is to make mid and later-stage venture investments into companies as they grow and develop. Investments will be made as part of large deals involving venture capital funds or professional investors.

09>Funds

Old College Capital LP made its first investment into NGentec, which recently was formed from the University’s School of Engineering. The wind technology spin-out company, which is developing a novel generator for use in large wind turbines, recently confirmed a £4 million investment from a Dutch venture capital fund and Scottish Enterprise’s Scottish Co-investment Fund and an industrial partnership with global gearing company David Brown.

>Funds

>Tax

Did you know?Over the past year, working with our international partners, we have advised on investment and funding structures involving components in Jersey, Guernsey, the Isle of Man, Hong Kong and the United States.

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Focus on pension funds

Funding company pension schemes continues to be a significant challenge for many companies in the current economic environment. During the year to May 2012, 15-year gilt yields were down by 173 basis points and the FTSE All-Share Index fell by 11.3%.

The UK’s Pension Protection Fund estimated that the aggregate deficit of all 6,432 schemes that it tracked increased to £312.1 billion at the end of May 2012, from £24.5 billion at the end of May 2011.

In this environment, asset backed funding structures can be a highly efficient funding strategy for many large corporates in the UK, conserving cash for the company and increasing security for the pension scheme.

Brodies’ Funds Group has continued to be highly active in devising and implementing asset backed funding structures utilising Scottish limited partnership structures. We are recognised as a market leader in this field since completing work on the innovative £331 million pension scheme funding vehicle for GKN plc in 2010.

>Funds

>Corporate


>Tax

Did you know?We are the market leader in devising and implementing asset backed funding structures for pension schemes and have advised on funding structures ranging from intellectual property to real estate, utilising assets valued at over

£1.2bn



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10>Insurance

The past 12 months have been interesting and, at times, challenging for the insurance industry and those managing professional risk. Consolidation and globalisation continue to drive the need for greater cost savings while ensuring that high standards of customer service and satisfaction are maintained. Over the coming year the sector will face new challenges, such as Lord Justice Jackson’s reforms of civil justice in England and Wales, the implementation of Professor Ragnar Löfstedt’s recommendations following his independent review of health and safety legislation and the debate on Scottish independence. This sector is not a place for the faint-hearted, and luckily, our insurance and risk team is at the top of its game.

We continue to work closely with our clients to deliver effective claims and litigation services, whether we are providing cost-effective volume claims handling or the specialist technical expertise required to deal with complex

and large loss incidents. Over the past year, we have been working with clients on litigation avoidance initiatives such as counter fraud schemes; identification of future claims trends through effective use of our bespoke case management system; incident prevention through compliance and health and safety training, and the use of alternative dispute resolution. We have also worked with the insurance industry at strategic level to devise, drive and implement an innovative solution to asbestos disease claims in Scotland. Our team’s areas of expertise include volume claims management; large and complex loss; offshore; marine; construction; professional risk and indemnity and health and safety.

We know Scotland, its businesses, its court system and its culture and we use that unique insight to the benefit of our clients. If you need a solution, our team will deliver it.

Elena Fry, Head of Insurance & Risk

A landmark professional negligence case

We represented a law firm in a landmark case concerning the scope of duty of care owed by solicitors under Scots Law to third parties. The law firm’s client had been exposed to asbestos during the course of his employment and, as a result, had suffered from pleural plaques, an asbestos-related but symptom-free lung condition. His employer offered him damages in full and final settlement of his claim or a lower sum as provisional damages. This offer was sent to his solicitor who, mistakenly, only advised him of the higher figure in final settlement, which he accepted. It was agreed that this acceptance prevented any subsequent claims against his employer by his estate or family members following his death. When the man died from mesothelioma, a lung disease also related to his exposure to asbestos, the executor to his estate and family members sued the law firm, claiming that it had been negligent in not advising him of the offer of a lower sum as provisional damages.

The claims against the law firm by the family members were rejected by the Court of Session, which upheld the argument that the firm owed no duty of care to them. A subsequent appeal to the Inner House was also abandoned bringing the cases to a successful conclusion for our client.

>Insurance & Risk

Did you know?We are proud to have provided litigation and claims services to a major insurer for over a decade and as its business has grown and diversified so has ours. We have worked hard at being an ambassador for its brands with insureds, brokers and others involved in the claims process.

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Trend of purchasers enforcing remedial work obligations brings mutual benefits

Traditionally, buyers of buildings with defects have tended to negotiate a lower purchase price with the seller and employ their own contractors to remedy any failures in the building’s design or the workmanship of the original contractor. However, our construction & engineering team is advising a growing number of purchasers who are now buying properties and then seeking to enforce an obligation on the part of the original contractor that built the premises to put matters right.

The benefit to sellers of this increasingly common course of action is that the purchase price is not reduced (as the purchasers may be able to force the original contractors to carry out the remedial works out at no cost to them). The benefit to the purchaser in having the original contractor carry out remedial works is that it avoids arguments as to which contractor is responsible if future defects arise. This leaves the buyer with a ‘clean’ suite of collateral warranties with any future claim being directed against the same contractor that undertook both the original and remedial works.

Our team assists in drafting the relevant parts of the missives relating to the remedial works and provides ongoing advice to purchasers as the works are carried out. In recent months we have acted on behalf of the purchaser of a shopping centre with outstanding defects and successfully enforced the original contractor’s obligation to

rectify defective works. We have also represented the buyer of an office block that withheld several million pounds in retention under the missives until the seller enforced the original contractor’s obligation to carry out remedial works (where collateral warranties had not been assigned).

Only time will tell whether this is a trend that will continue post-recession, though as can be seen from these examples, there are benefits to both seller and purchaser, and court proceedings can be raised as a precaution so that both parties’ rights are preserved.

>Insurance & Risk

Did you know?Over the past 12 months we have achieved for one major client an average reduction of over 17% on claimants costs presented versus costs paid, which translates to

savings of over £400,000



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As the law firm with the largest legal resource and the most leading practitioners in Scotland, our success is built on delivering the solutions our clients need to meet their challenges and realise their ambitions – whether in the UK or internationally.

Because Brodies is truly independent, we are free to establish relationships with other leading law firms around the world that are best placed to serve the needs of each individual client – in terms of size, culture, practice specialisms and capability. Unlike some international firms which may refer work to local offices that do not have the particular

expertise required, our international network is driven by a commitment to serving client needs and the desire to work with the best firms in each jurisdiction.

We are firm believers that to be credible internationally you need to do more than simply talk about it. We are the only firm in Scotland with an office in Brussels, which services the needs of clients who want to work with a law firm that is close to the EU institutions and has lawyers who are experts in matters of competition, regulation and European law. Our lawyers are also active in many international organisations, including

11>International / EU

Did you know?Brodies lawyers have recently taken part in SCDI trade delegations as far afield as India, Brazil and China.

Did you know?

www.chinagoabroad.com We are the Scottish participants in ChinaGoAbroad – an innovative web portal that provides Chinese investors with key information on countries around the world to encourage overseas investment.

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The Grimaldi Group Helping European shipping line gain vital access to African ports

The Grimaldi Group, headquartered in Naples, is one of the largest European shipping lines with transatlantic, West African and South American services as well as its key roll-on, roll-off short sea services in Europe. Access to ports in countries served by Grimaldi, therefore, is of vital importance to the company to maintain its first class service to customers.

Through our Brussels office, we have been able to assist Grimaldi in approaching the European Commission to contact the Tunisian Transport Authority in order to facilitate access to the Port of Tunis for a new service between Italy and Tunisia. We have also advised Grimaldi’s London office regarding access to ports in West Africa. The Brodies team was led by partner Mark Clough QC, head of our competition and EU trade team.


Clear Edge Group Protecting client’s commercial interests by halting team defections to rival

Clear Edge is an international group of companies, with a global network of offices, which specialises in filtration solutions to help businesses meet industry standards for clean air.

Brodies coordinated and instructed litigation in Germany and England in relation to two linked incidents of teams moving to a competitor company which involved breaches of express and implied terms of employment contracts and misappropriation of trade secrets, confidential information and intellectual property.

Comprehensive interim injunctions were obtained successfully against employees based in the UK and Germany, preventing the team moves and protecting our clients’ interests and key product line. By project managing this international case, which included working with local agents to represent our client’s interests directly at meetings and court hearings in England and Germany, we were able to provide a seamless service regardless of the geographic, time, cultural and language differences involved.

>Litigation


“ Brodies are a pleasure to work with and provided Clear Edge with outstanding support at a very difficult time.”

Mike Jordan, Managing Director – Europe, Africa & China,

Clear Edge Group

the International Bar Association, the International Trade Mark Association and ITechLaw. In addition, Brodies is the international strategic legal partner of the Scottish Council for Development and Industry and, through our membership of the worldwide legal network Terralex, we have access to 155 leading law firms, operating in over 100 countries.

All of this means that Brodies is ideally placed to work with clients that are looking to develop business interests overseas and we increasingly are regarded as the firm of choice for inward investment projects.

Grant Campbell, Lead Partner, International

“ We are delighted to be working with Brodies as a strategic partner on our international programme. Joint working and initiatives between both organisations will play a key part in delivering against our shared ambitions of promoting international excellence and ensuring sustainable economic prosperity for Scotland.”

Dr Lesley Sawers, Chief Executive, Scottish Council for

Development and Industry



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Brodies’ IP, technology & outsourcing practice is ‘the go-to team’ in Scotland – offering the full range of up-to-the-minute, commercially-focused, relevant specialist knowledge to clients operating in every sector of the Scottish economy.

Scotland has a justified reputation as a world-leader in areas of technological and scientific innovation and at Brodies we recognise the increasing importance of technology to businesses – from commercial exploitation and outsourcing to safeguarding data and protecting valuable intellectual property.

As a result, Brodies has assembled a team that we believe provides unparalleled expertise in the Scottish legal marketplace and gives our clients advice from lawyers of the very highest calibre who have experience of advising businesses and organisations on the full range of intellectual property and technology issues.

In 2012 we were delighted to welcome two new partners to our team. Gill Grassie and Robert Buchan, who together have over 30 years’ experience of IP and IT dispute resolution, have built a formidable reputation as the premier team in Scotland for handling and resolving often complex intellectual

property disputes. Together they have a wealth of experience in patent infringement, validity and entitlement disputes, brand/trade mark protection cases (many of which have been for famous household brands), protection of trade secrets and confidential information, as well as domain names and copyright and design right.

Gill and Robert complement Brodies’ existing strengths in both business disputes and IP, technology & outsourcing. We can give our clients access to the full spectrum of expert IP and technology services including commercial exploitation; transaction; litigation/dispute; procurement; outsourcing and advisory work. Our team’s extensive experience is unrivalled in Scotland and covers a broad range of sectors and industries, including energy and oilfield services; financial services; retail; public sector; life sciences; aviation, defence and engineering, and telecommunications.

Grant Campbell, Head of IP, Technology & Outsourcing

12>IP, Technology & Outsourcing

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Did you know?Market leading expertise in information law Brodies has the only team in Scotland which is ranked by the independent legal directory Chambers & Partners in relation to UK-wide data protection and information law advice. Our market-leading team advises on a range of issues surrounding data storage, data transfer, information security and breaches of privacy.


We can help. We have developed our Align® Audit Toolkit, to provide you with a legal health check on your strategy and processes, helping you to assess:

>what intangible assets you have and whether they are being appropriately protected >whether you are taking all the reasonable steps you can to identify all intangible assets you create, so that you don’t overlook them and fail to protect them properly >whether you are taking reasonable steps to ensure that your organisation is not infringing the intangible assets of third parties >any other liabilities and risks that may arise out of your use of intangible assets (for example, whether you are complying with any third party licence terms)

As part of our health check we will provide you with an action plan to allow you to remedy any weaknesses we have identified in your intangible assets and your processes and procedures for protecting them.

In addition, because intangible assets are not widely understood, many organisations do not appreciate that what they do (or plan to do) might infringe the intellectual property rights of others, potentially exposing them to substantial damages claims (as well as having to stop any infringing acts).

Organisations need to improve their understanding of intellectual property rights and how they can protect creative output. Indeed, proper intellectual asset strategies and processes can help organisations that are looking for investment, bank lending or even a trade sale.


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12>IP, Technology & Outsourcing continued

Align® IP Audit Toolkit Helping businesses identify, protect and commercialise their intellectual property

Recent research suggests that UK organisations have been investing more heavily in intangible assets than in fixed, tangible assets. The former mainly comprise intellectual property rights, for example trade marks, copyright, registered designs and patents. However, the very nature of intangible assets means that they are more difficult to identify than their tangible counterparts, such as premises or equipment. Many organisations fail to protect or realise the value of the intangible assets they own because they never properly identify them.

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Newedge Group Outsourcing of global multi-asset trading platform and order management system

Newedge, a joint venture between Société Générale and Crédit Agricole CIB, is a major force in the global multi-asset brokerage business and has a world-leading position in the execution and clearing of listed derivative products. Headquartered in Paris, Newedge has a presence in 16 countries across Europe, North America, the Middle-East and Asia-Pacific and offers access to more than 85 global exchanges.

Brodies was asked to act on Newedge’s behalf in negotiating a material IT outsourcing agreement with Fidessa for a trading platform and order management system for its critical global derivatives and equity trading business. Fidessa is a UK-based provider of high-performance trading platforms, investment

management and information systems and solutions. This required complex and lengthy negotiation over a period of about six months by the in-house legal team at Newedge, working with Brodies’ experienced and knowledgeable outsourcing team, led by Andrew Rigby, our head of outsourcing. Our employment team also provided advice to Newedge on TUPE and other legal issues arising from the deal.

Did you know?Largest dedicated IP and IT dispute resolution team in Scotland. With the recruitment of accredited IP specialists Gill Grassie and Robert Buchan, Brodies has the largest dedicated IP and technology dispute resolution team in Scotland.

The first phase of this project, covering trading hubs in London and Chicago, is now live. Subsequent phases will see the platform rolled out across hubs in Asia. Fidessa will also supply comprehensive, global market data as part of the deal, as well as low-latency gateways to access over 100 derivatives and cash equity markets.





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13>Local Government

Brodies assists councils in the way that they procure services by advising on compliance and on how to use the process to drive cost efficiencies. We have been advising on options for changes in the delivery of statutory and non-statutory services and options for cost savings and income generation, ensuring that our clients make best use of the powers at their disposal, always being mindful of related issues such equality of opportunity. We help contain legal costs by delivering high quality, cost effective legal services and provide cost certainty by working to time and within budget.

Councils are also facing a growing number of challenges from suppliers and from service users. Our contentious procurement practice has grown considerably and we are fast becoming the ‘go-to’ firm for procurement litigation in Scotland; commerciality being fundamental to our success.

The need to balance the delivery of quality services with straightened public sector budgets has been the most significant challenge for Scottish councils over the past year and, as a result, the need to identify and implement cost efficiencies has been a major driver. Legislation introducing single police and fire services has not been without controversy, and, as with all major service re-organisations, the devil will be in the implementation. The increased emphasis on self-directed care, intended to provide individuals with greater control over the way in which their care needs are met, will also present new challenges, as will proposals for the further integration of health and social care. Against this backdrop of flux, councils are striving to achieve best value through continuous improvement in the delivery of core services and are looking to us for support.

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Supporting Scotland’s local authorities

The breadth of instructions we have received from Scottish councils has continued to grow with clients seeing us as a safe pair of hands across a broad spectrum of local government activity. In the field of social care, we have advised on direct payments for, and inter-authority disputes in connection with, care services. We have also advised on councils’ interactions with the media, including advice in relation to alleged defamation, in connection with issues that have received considerable press, online and broadcast coverage. We have also supported local authorities with:

>complaints handling >high value commercial disputes, including procurement challenges >judicial reviews in connection with planning applications >major planning agreements >employment issues, including equal pay and road and rail projects >joint ventures with development partners >tax incremental funding >freedom of information and data protection >education law >construction law, including high value construction disputes >equality and human rights >training for councillors on conduct and ethics

Our commitment to up-skilling in-house teams has led to the development of our local government training catalogue, which sets out a wide variety of training opportunities across a range of disciplines. As a key element of our added value package of services for Scottish councils, we are committed to the provision of high quality training delivered by Brodies’ experts and underpinned by training materials, which are tailored to the needs of our public sector clients.

Did you know?Our Local Government Group is highly regarded for its litigation and advocacy skills. We continue to represent Scottish councils in major litigations including high profile judicial reviews and procurement challenges, but we are also seeing a growing demand for our advocacy skills in connection with

placing requests appeals and complex disputes over the provision of care services, including self-directed support. Meanwhile, our employment team continues to dominate the market in the provision of advocacy support on a wide range of employment disputes, including cases relating to equality and diversity.

Clients have also placed increased reliance on our ability to deal with complex and entrenched disputes over service delivery, particularly in the sensitive area of care services.

We continue to be instructed on major projects and in connection with high-profile litigation, however the trust and confidence that our clients place in our understanding of the local government sector has ensured an increased flow of work in connection with grass roots issues.

Jackie McGuire, Head of Local Government



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13>Local Government continued

City of Edinburgh Council Advising on novel legal issues in a landmark case

Brodies’ local government team has earned its reputation as a market-leader for its ability to advise and represent clients in landmark cases involving novel and challenging legal issues that require expert knowledge and an ability to deal with complex matters in a practical, client-focused manner.

We have been acting on behalf of the City of Edinburgh Council in relation to its proposal to use part of Portobello Park as the site for a much-needed replacement for Portobello High School, which was the subject of a high profile challenge in the Court of Session. The action has involved an examination of the powers of Scottish councils to advance the well-being of their local communities, a question that has not previously been the subject of litigation in Scotland, and the appropriation of common good land, a concept unique to local government which has given rise to a complex body of case law. The proceedings have produced a number of challenges that have required careful case management and the Brodies team to work to tight timescales.

We advised the City of Edinburgh Council previously in relation to the terms and conditions of the construction contract and related procurement issues.

Led by partner Jackie McGuire, the head of our local government group, the Brodies team has also assisted with the statutory consultation process in relation to the disposal of open space, and has provided briefings for managers and elected members.



>Litigation

>Procurement

Did you know?Brodies offers its local government clients a premier procurement service, which ranges from advice on the procurement process and terms and conditions of contract, to dealing with complex challenges that can impact on the delivery of critically important public services. Our procurement team offers tried and tested commercial and niche litigation experience, coupled with a genuine appreciation of the challenges facing the local government sector.

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“ Brodies provides a wide range of specialist advice to the council across a broad spectrum of service areas and has demonstrated capacity in such diverse areas as employment law, planning, contract, delict, procurement and other public law matters. Its advice has always been timely, focused and tailored to the council’s needs.”

Charles Reppke, Head of Governance and Law,

Argyll and Bute Council

Top TierChambers & Partners 2012/13Local GovernmentClients appreciate the firm’s proactive approach to litigation, remarking that it is “very important” that Brodies works with authorities to restructure and re-engineer processes in order to minimise the risk of future challenges.

The Legal 500 2012Local GovernmentBrodies LLP is the sole legal provider to Aberdeen City Council, and continues to advise Glasgow City Council on the Commonwealth Games Athletes’ Village. Clients praise its ‘high level of technical ability, relevant knowledge’, and ‘exemplary service’. Team head Jackie McGuire is ‘acutely aware of the unique peculiarities of acting for a local authority’.



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14>Oil & Gas

The oil and gas sector remains buoyant and continues to be a major contributor to both the UK and Scottish economies. Figures showing a 64% year-on-year rise in offshore drilling activity in the second quarter of 2012 and the recent announcement by the Chancellor of a new tax measure to support investment in older North Sea oil and gas fields were welcome, as was the news earlier in the year of a £10 billion-plus investment in the sector by two Chinese oil firms. Whilst the immediate impact of oil and gas is felt primarily in the north-east of Scotland, firms across Scotland and the wider UK benefit from the construction and supply chain elements of the industry, whilst the UK treasury is the recipient of significant tax take from the sector (with revenues amounting to some £300 billion over the past 40 years). The sector also drives a healthy export industry, with many clients regularly working or expanding their businesses overseas.

The sector is not without its challenges however, particularly as the UKCS matures. Accessing commercial reserves, and getting them to market successfully, is becoming more difficult – technically and commercially. The impact of Macondo continues to be felt as the EU reviews

the potential for managing offshore oil and gas safety issues centrally from Brussels. Accessing infrastructure remains an issue for those developing projects. Decommissioning, and the potential impact of the UK Government’s 2012 budget announcement in relation to certainty on decommissioning tax relief, continues to be an issue, although it is unclear what effect the Scottish independence vote will have on these arrangements.

Our oil & gas team has grown rapidly to keep pace with our client’s demands for our expertise. We now have 11 specialists working solely on upstream oil and gas sector matters. Our team is sub-divided into lawyers focusing on the operator and service sector sides of the industry, with considerable in-house expertise in both aspects. We work collaboratively with our clients to provide pragmatic, value-adding advice with a focus on delivery and also work closely with Brodies colleagues in specialist areas such as banking, shipping, tax, employment, health and safety, EU law and corporate (to name a few) to provide focused, industry-informed advice to our clients.

Clare Munro, Head of Oil & Gas

Did you know?In 2012 we further strengthened our team of oil and gas lawyers in Aberdeen with the recruitment of two high calibre partners. Together, Finlay Crossan and Sonia Love, have

more than 35 years’industry experience.

Awilco Drilling Plc New suite of contract terms helps leading drilling business clinch new deals

Awilco’s core business is providing mobile offshore drilling equipment, materials and services to operators, with a particular focus in the UKCS. As a day rate drilling contractor, Awilco relies upon robust and carefully constructed contract terms with each operator. In the past year Awilco has partnered extensively with Brodies to negotiate contracts for its semi-submersible drilling units with various operators, including Suncor, Ithaca, Endeavour, and Amerada Hess.

Most contracts for drilling activities in the UKCS are based on CRINE/LOGIC ‘model’ terms, with qualifications frequently agreed by the parties during negotiation in the form of special conditions. Brodies has been able to provide critical support for Awilco by developing a standard suite of special terms and conditions which have served as a valuable tool for the company to respond effectively to Invitations to Tender from various operators and to establish a balanced framework for negotiation of contract terms and

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conditions. With the right resources, right background and right level of expertise in a wide range of practice areas, Brodies has also established a partner relationship with Awilco in areas beyond oil and gas, providing critical support and advice from specialist lawyers across the firm on matters ranging from litigation and corporate to commercial property and employment.

>Oil & Gas

>Corporate


>Litigation

>Property

Endeavour Energy UK Limited Collaborative working brings complex North Sea deal to swift conclusion

Brodies acted for Endeavour Energy UK Ltd in its negotiation for the purchase of ConocoPhillips Assets (Alba, MacCulloch and Nicol). The Sale and Purchase Agreement (SPA) for the Alba, MacCulloch and Nicol assets was signed in December 2011 and is worth $330 million. Our role included providing advice on the original tender documentation and supporting negotiations, including an extensive due diligence exercise. Following the signing of the SPA, Brodies provided advice and support to Endeavour on the completion of the acquisitions, including the negotiation of Decommissioning Security Arrangements in respect of the Alba field. The Alba field deal, worth in excess of $200 million, completed at the end May 2012.

A team of specialists including lawyers from the oil & gas, banking & financial services and IP, technology & outsourcing teams from Brodies, led by Clare Munro, head of oil & gas, worked on this deal, which involved tight deadlines and dealing with a variety of interested parties.

>Oil & Gas



“ Brodies has provided a very good quality service, in many different areas of legal support work, using their scale and expertise to find the right solution for our various challenges. On each occasion, our Brodies contact has quickly understood our needs, managed to simplify an often complicated situation and taken genuine ownership of the task at hand. Awilco Drilling Plc and Brodies have formed a successful working relationship based on these qualities and attributes, which we would like to see continue.”

Jon Bryce, Chief Executive Officer, Awilco Drilling Plc

“ The highly skilled, multi-disciplinary team from Brodies, led by Clare Munro, provided expert advice to us in relation to this complex deal. We have been impressed by Brodies’ consistently high standard of delivery, including attention to detail, commercial understanding and an ability to work collaboratively.”

Carl Grenz, Executive Vice President, Endeavour International

Brodies LLP Annual Review 2012 47


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15>Planning

Brodies’ planning team continues to be involved in the biggest planning issues in Scotland. There are many new procedures and grey areas to assess, so specialist advice is essential to help clients navigate the sometimes daunting Scottish planning law landscape.

Over the last year, we have advised on energy from waste plants in Coatbridge, Invergordon and Perth, supermarket proposals in Dundee (which ended up in the Supreme Court) and East Kilbride (where I was the only solicitor appearing at the public inquiry, the other parties being represented by QCs), and windfarm projects across Scotland. The team is also busy supporting clients in sectors such as aquaculture and marine renewables.

While the double-dip recession has had a severe impact on construction, there is plenty of activity in the land use planning sector. Wind turbines are keeping some planning authorities busy, leading to calls for moratoriums. Even single turbine proposals can involve difficult landscape and visual issues, and aviation radar

problems. Meanwhile, retail consents are still prized, with competition between rival sites often ending up in the courts.

Aberdeen City and Shire continue to buck the trend with significant housing and business/employment activity. Elsewhere, discussion continues about reviving stalled schemes by reducing infrastructure requirements.

Compulsory pre-application public consultation has not reduced the level of public opposition to controversial projects such as the waste management facility at Dovesdale Farm, and there have been a number of high profile court challenges, such as the Aberdeen Western Peripheral Route. However, Scotland has yet to see the objector judicial review culture that is prevalent in England. This may change with the Aarhus Convention driving changes to the rules on Protective Expenses Orders, which would cap objectors’ liability for court costs in certain environmental cases.

Neil Collar, Head of Planning

Northern Isles Salmon Limited Landing a landmark fish farm ruling

In a test case for fish farm development in Scotland, Brodies successfully appealed against Orkney Islands Council’s decision on the fish farm at South Cava in Scapa Flow.

The council had only granted a four-year planning permission to Northern Isles Salmon Ltd, part of the Meridian Salmon Group, with significant commercial consequences. Brodies persuaded the Scottish Ministers to remove the restriction so that the fish farm can be developed on a permanent basis.

Only recently has aquaculture (including fish farming) come under the jurisdiction of the Scottish planning system. The issues involved are complex due to the heavy regulation of the industry by other regimes in addition to planning, and the potential environmental impacts.

>Planning

Did you know?The Minister for Local Government and Planning, and the Chief Planner joined us in celebrating

40,000 hits for our PlanningBlog by providing guest blogs.

Loch Lomond & The Trossachs National Park Authority National Park secures ‘gold standard’ for Cononish gold mine

Following the grant of planning permission for the Cononish gold mine in February 2012, Stewart Stevenson, the Environment Minister, commended the Loch Lomond & The Trossachs National Park Authority “for working so constructively with the developer through this complex planning process and achieving such a good result”.

Brodies was a key advisor to the Park Authority on this project, which will create 52 new jobs and will be worth an estimated £80 million to the Scottish economy.

The sensitive location of the site required legal commitments to guarantee mitigation of any adverse environmental impacts the development could have on the landscape, as well as contributions to local environmental and tourism projects, such as The Greater Cononish Glen Management Plan, a 30-year native woodland regeneration project. Brodies’ planning, property and banking experts helped secure the legal and financial agreements needed for Scotgold to start work. The financial package includes bonds totalling £1.3 million.

>Planning


>Property

Top TierChambers & Partners 2012/13Planning Widely acknowledged as a market-leading practice in this region, lawyers here attract positive feedback for their “extremely professional and thorough” style.

The Legal 500 2012Planning Brodies LLP’s ‘highly accessible’ planning team provides ‘confident, authoritative advice in a timely fashion’, and is particularly noted for its expertise in drafting s75 planning obligations.

“ I’m extremely proud of the work we have achieved in a relatively short timeframe with Brodies’ help. By making sure all aspects of the design, operation and decommissioning are carefully managed, we believe we have achieved a best practice standard which should set a benchmark for future sustainable mining developments in sensitive rural areas.”

Gordon Watson, Director, Planning and Rural Development for Loch Lomond & The Trossachs National Park Authority

“ We were delighted with the work carried out by Brodies’ planning team on this important case. The result achieved was a weight lifted from our shoulders.”

William Young, Business Support & Primary Processing Director,

Meridian Salmon Farms Limited



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16>Renewables & Sustainability

The renewable energy sector is buoyant and at Brodies we are focused on providing the legal support that developers, funders and landowners need to facilitate development and maximise the generating potential of Scotland’s natural resources.

Since 2009, Scotland’s renewable energy industry has attracted capital investment worth £2.8 billion and by the end of 2011 renewable electricity capacity stood at 4,842MW – an 80% increase over the previous four years. Despite this impressive level of investment and growth there are many opportunities out there, not least because the Scottish Government’s target of generating the equivalent of 100% of Scotland’s electricity needs from renewables by 2020 will, it estimates, require the annual deployment rate to more than double and will depend on the installation of large-scale offshore wind schemes.

With help from Brodies’ specialist lawyers, our clients have delivered many new projects throughout the United Kingdom, including small-scale and larger on-shore wind and hydro developments and we are advising on many other earlier-stage projects. Offshore wind development, which is one of the key priorities for the new Green Investment Bank in Edinburgh, presents new opportunities as well as challenges. Through our collaboration with our colleagues in oil & gas and shipping we are providing important insights for clients on supply chain issues.

Keith Patterson, Head of Projects, Energy & Infrastructure

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Banks Renewables Limited and The Co-operative Bank Swift contract completion maximises ROC level for new windfarms

When Banks Renewables Ltd embarked on the development and funding of its fourth and fifth windfarms – Armistead (12.3MW) and Pennyhill (20.4MW) – it sought advice from Brodies on the project contracts on a joint basis with the principal funder of the new developments, The Co-operative Bank plc.

This involved negotiating the power purchase agreements, the turbine supply and maintenance agreements and the balance of plant contracts to address developer and funder requirements. With the Renewables Obligation Certificates (ROC) rebanding due to take effect in April 2013 – which will reduce the number of ROCs per MW from one to 0.9 – it was essential to conclude the

contracts and funding in good time to allow the turbines to be ordered and the windfarms commissioned ahead of that deadline.

By appointing Brodies to advise them jointly on the key project contracts, Banks Renewables and The Co-operative Bank were able to streamline the process and achieve a timely financial close to target the current ROC level of 1 ROC per MW for both developments. Brodies deployed a team comprising experts from across the firm, including energy, infrastructure, land law and financing, while at the same time providing effective support to achieve financial close in a cost-effective manner.



>Planning

>Property

Brodies’ 60-Second Renewables Survey Sharing knowledge with clients by identifying key barriers to renewables investment

Developing a deep understanding of the sector to provide high-quality, relevant services for our clients and share market knowledge with them is an important part of the added-value service that we offer. In June 2012, in conjunction with the Aberdeen Energy Group, we surveyed more than 1000 people in the renewables sector to identify the main issues faced by the industry when developing new projects in Scotland. The findings of this survey were published by AREG, Scottish Renewables, and in our Renewables Blog and the national press.

Over 50% of respondents found planning to be the main hurdle when developing a renewables project, with 29% stating that the ‘availability of finance’ was their biggest challenge. As a result, Neil Collar, head of planning at Brodies, urged greater consistency in the local application of national planning policy to address the apparent disconnect between Scottish Government planning policy – which aims to encourage the development of renewable energy projects – and implementation by some local authorities. Keith Patterson, head of Brodies’ projects, energy & infrastructure team, suggested that the Green Investment Bank might be given a wider remit to assist developers in accessing funds by co-ordinating all other available sources of public funds for renewables and clean technology.

“ We were delighted to partner with Brodies to produce and report the findings of the Renewables 60-Second Survey, which prompted constructive debate around some key issues for our members.”

Morag McCorkindale, Chief Operating Officer, AREG

Top TierChambers & Partners 2012/13Environment Brodies LLP stands out for its ‘excellent knowledge of the waste, renewable energy and environmental industries’. Practice head Charles Smith is assisted by the ‘professional’ Kenneth Ross and ‘industry leader’ Neil Collar.

Did you know?

Offshore Supply Chain Seminars

With the UK Government currently estimating offshore wind deployment at 18GW by 2020, we have been running a series of free offshore supply-chain seminars at our offices in Aberdeen, Edinburgh and Glasgow to share our expertise and market insights with marine operators, renewable energy companies, oil and gas companies and contractors.

“ Brodies provided sound commercial advice on all aspects of the project and managed the process to financial close smoothly and effectively.”

James Sutcliffe, Senior Manager, Renewable Energy Projects,

The Co-operative Bank plc



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17>Retail

The uncertain economic climate has both challenged and provided new opportunities for our clients. While the current economic conditions have made life difficult for many retailers, the fact that it is very much a tenant’s market provides opportunities for those with a store expansion programme. Terms on offer to retailer clients acquiring new units have, in all but the most prime locations, never been more attractive. Brodies, which has the largest retail sector practice in Scotland, has been ideally placed to assist clients in taking advantage of these opportunities.

Although secondary locations have continued to struggle, prime shopping towns and the schemes within them have continued to attract international brands making their debut in Scotland or expanding their footprints here.

Our practice is now identified by those in the market as the leading retail practice and it is to Brodies that the majority of new entrants, and their agents, turn to deliver their Scottish store acquisition programme. With unparalleled knowledge of Scotland’s retail pitch and the letting structure of most, if not all, of Scotland’s principal shopping centres, we can provide swift advice to clients on the best terms that can be secured.

At the forefront of this activity, we have arranged, once again, debut acquisitions for some of the leading retailers coming to Scotland.

Colin Morrison, Head of Retail Property

The Kooples Purveyor of Parisian chic with a twist makes its Scottish debut

Our retail team is delighted to have been appointed by the high-end French fashion brand The Kooples as it has expanded into Scotland. This year, The Kooples’ first Scottish store opened in Edinburgh’s George Street to great success – and further openings across Scotland are planned in 2013. This much sought-after brand, which combines Parisian chic with quality British tailoring and a London twist, is famous for its communication campaigns that involve real ‘Kooples’ – French slang for ‘couples’ – as their models. There are also plans to launch in the UK in the near future a sister brand (more ‘Friday wear’ oriented) called simply ‘The Kooples Sport’, with Eric Cantona, the French actor and ex-international footballer, as the brand ambassador.

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Prêt a Manger Helping make high street expansion bread and butter for premium sandwich retailer

Prêt a Manger has been a valued client of Brodies for more than five years. During that time we have helped the premium sandwich retailer expand into Scotland, which is one of its best performing regions. Following hot on the heels of the opening of Brodies’ Aberdeen office, last year Prêt a Manger opened its first two units in the Granite City in the Bon Accord Centre and Union Street. In addition to its three completed property acquisitions in Scotland within the past 12 months, we are advising on the purchase of other premises, and continue to work with Prêt a Manger on portfolio management issues, making for a busy year ahead.

We look forward to continuing to work closely with Prêt a Manger’s property managers and its agents and to supporting the further expansion in Scotland of this British success story which has come so far since opening its first store in London in 1984.

“ Over the five years that we have worked with Brodies we have never ceased to be impressed by the retail property team’s local knowledge and its ability to get the job done with the minimum of fuss. Brodies has a clear understanding of our business and what matters most to us and a genuine commitment to deliver commercially-focused legal advice of the highest quality.”

Graham Wood, Property Director, Prêt a Manger

Top Tier Chambers & Partners 2012/13Retail Brodies is widely regarded as one of the top retail practices in Scotland, with clients praising its commerciality, “straightforward” approach and “detailed advice”.

Did you know?Last year, Brodies acted for

separate retailers across Scotland.

Did you know?Brodies has the

largestretail property team in Scotland

In some of Scotland’s shopping centres and high streets, we have acted for the tenant occupier in one in three of all retail units (in some locations, for example George Street, Edinburgh, half of all retailers). No other retail property team comes close to this market dominance.

“ When we decided to open our first store in Scotland we wanted a legal adviser that knew the Scottish retail property market inside out and Brodies was the obvious choice. The firm came highly recommended and rightly so. The expertise of Brodies’ lawyers, their commercial acumen and practical, no-nonsense approach has been invaluable to us and to the success of our first acquisition in Scotland.”

Jonathan Trepo, Executive Director – Business Development, The Kooples



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18>Rural Business

Even after one of the wettest summers in recent years, confidence in the value of agricultural land and the wider rural economy in Scotland remains strong and at Brodies we have invested time and effort in ensuring that we offer our clients a dedicated rural legal service of the very highest quality. The appeal of land – as a sound investment; to generate income through agriculture, forestry and sporting pursuits; for its tax advantages and for alternative energy – continues to attract both domestic and overseas investment to our rural economy (according to a recent study by Savills, it is predicted that UK farmland prices will climb 36% by 2017). We too have invested in the rural sector with the addition of seven new lawyers to our team, creating Scotland’s largest dedicated legal rural practice. With a total of 20 specialist lawyers, we are ideally placed not only to harness this confidence and help our clients benefit from future growth in this dynamic sector but also to build on our many longstanding and valued client relationships in the years to come.

Our service to clients has been further enhanced by our ability to provide specialist legal support to the rural sector from our offices, in Edinburgh, Glasgow and Aberdeen – where Clive Phillips joined us as a partner in 2012. Our rural team continues to have an excellent understanding of traditional land use and also the diversified commercial businesses that many of our clients now operate. This is reflected in the fact that we collaborate closely with colleagues in departments across the firm to provide expert input, including private client, planning, employment and commercial property.

Our investment in this sector, along with our ability, as part of the biggest law firm in Scotland, to draw on specialist expertise from across Brodies, means that we can offer the full range of legal services to our clients – this makes Brodies unique and a market leader in Scotland.

This year we have continued to advise our clients on a wide variety of matters, including sales and purchases; diversification projects such as wind farms or hydro schemes; refinancing work; salmon fishings and other sporting matters; leases; tax matters and any day-to-day legal matters that our clients require.

Odell Milne, Head of Agriculture & Estates

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Did you know?Following the tremendous success of our commercially-focused Brodies Academy – our pioneering free legal training seminars for junior surveyors – we are now rolling this out to rural surveyors, introducing two rural seminars to the 2012/2013 programme.

Top TierChambers & Partners 2012/13

Agriculture & Rural Affairs – AberdeenOne source notes that Brodies’ agriculture lawyers are “very proactive” with “an encyclopaedic knowledge of the law” and how it can be applied to assist clients.

Did you know?Our new partner in Aberdeen, Clive Phillips, runs a family farm with his wife and children, where he produces crops, farms sheep and breeds Icelandic horses.



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which now provides flexible spaces for hire to support quality primary education provision as well as event, sport and social spaces for hire by the wider community. Newlands Centre is also now home to the Newlands Playgroup and Out of School Club.

The school was refurbished as part of the Scottish Government’s Schools of the Future programme, which helps local authorities achieve the best value for money for their investment. The project avoided the closure of the school and reduced the cost of the refurbishment while at the same time providing new facilities for the community through the development of the community centre.

18>Rural Business continued

Scottish Borders Council Innovative project saves local primary and creates new community centre

Community Asset Transfer is an innovative process which allows communities to take ownership of and manage their own assets. Brodies’ agriculture & estates team assisted Scottish Borders Council in undertaking a major, innovative project – integrating the refurbishment of Newlands Primary School with the community-driven and owned newly-built Newlands Centre in Romanno Bridge.

Faced with the closure of its small rural school, the local community convinced Scottish Borders Council to refurbish the school while the community, led by Newlands Community Development Trust, raised the funds to build the adjoining Newlands Centre, a community hub

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“ The expertise of Brodies’ agriculture & estates team in the area of rural business and property extends far beyond advising their traditional estates clients. Scottish Borders Council benefited from Brodies’ top-class service and seamless advice in relation to public law matters and property and contracts advice, delivered in accordance with the budgetary constraints on the council at this time.”

Jean Robertson, Funding Officer, Scottish Borders Council

Brodies’ expertise across local authority regulatory matters, property and contracts allowed us to assist Scottish Borders Council on all aspects of the project. This included regulatory advice in connection with satisfaction of the council’s fiduciary duties in relation to the transfer of the building land required by the community in order to secure their funding. The land transfer needed to contain the necessary rights and facility burdens for the operation of the school and the support services to be provided in the community centre, with part of the centre being leased to the school to provide ancillary services.

>Agriculture & Estates


“ Brodies has been pivotal to HSBC completing a number of transactions in recent months, using its specialist industry knowledge and sharing clear and obvious aims and expectations. I really value our partnership, and I know that we will work more closely together through 2013 for the mutual benefit of our valued farming connections. Agriculture is one of our most preferred sectors and it is easy to see that Brodies shares our commitment to the rural sector, which is a bedrock of the Scottish economy.”

Allan Wilkinson, Head of Agriculture, HSBC

HSBC Supporting leading bank’s commitment to the rural sector

HSBC has been expanding its business in Scotland over the past few years and, as part of this evolution, the bank has established a team of dedicated Agriculture Managers, at first in Aberdeenshire and Angus, and more recently in the Lothians.

HSBC Agriculture turned to Brodies’ agriculture & estates team for legal support in growing its business because we share its commitment to the rural sector. We offer market-leading credentials and a breadth of expert knowledge, thanks to our collaborative working approach with colleagues across the firm, that is unmatched in the Scottish legal market.

Our team has advised on the refinancing and acquisition of farms and rural property on behalf of HSBC as a lender to its clients and has ensured that our experienced lawyers are always on hand to respond to the bank’s legal requirements, often working against tight deadlines but always achieving timely completion.

>Agriculture & Estates



>Planning



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19>Shipping & Marine

Both the variety of work we have covered and the size of our shipping team have continued to grow over the past year as we have further enhanced the service we deliver to clients through the welcome addition of new colleagues in Glasgow and Aberdeen.

We continue to support our marine clients on the issues that impact on their day-to-day operations, such as advising on the right form of contract (be it for building, financing or chartering a ship or moving goods by sea or land), complying with myriad regulations and guiding them through their dealings with industry regulators.

At an industry level, we have represented the interests of our clients by contributing to consultations in areas ranging from the regime for recovering judicial costs to the implementation of EU directives in the context of the investigation of marine

accidents. Our practical experience and understanding of the sector means that we can highlight to decision-makers the issues of real concern to our clients. We also share our knowledge with the wider industry through our free seminar programmes, which have given rise to lively debates on topical issues such as health and safety, contractual terms in the emerging offshore and marine renewables sector and the ongoing debate at EU and International Maritime Organisation level about the level of sulphur emissions from ships.

There has been national and international flavour to both our work – having acted for clients in countries including Norway, New Zealand, Japan and the US – and our general industry engagement over the past year through our membership of organisations such as the British International Freight Association and the British Maritime Law Association. In conjunction with the Scottish Arbitration Centre, we engaged with the China Maritime Law Association during its European tour and we attended various international conferences for marine professionals. We are delighted that our specialist knowledge, combined with our ability to draw on the expertise of colleagues in other departments, from oil & gas to IP, technology & outsourcing, has seen a growing number of marine clients forge what we hope will become long and fruitful relationships with our team.

Duncan MacLean, Head of Shipping

UK P&I Club Providing a one-stop shop for marine legal advice

Established in 1869, the UK P&I Club provides protection and indemnity insurance in respect of third party liabilities and expenses arising from owning or operating ships. It is a leading mutual marine protection and indemnity organisation, which insures around 175 million tonnes of owned and chartered ships from over 50 countries.

Brodies’ shipping & marine team provides a variety of services to the Club and its members, such as assistance with serious shipping incidents in Scotland (which includes providing guidance throughout the investigation process that this entails), handling claims for industrial disease arising from Scotland’s ship owning heritage and dealing with the consequences of ships being arrested.

Recently, we advised the Club and the owners of the bulk carrier Red Jasmine in relation to the issues arising from the sinking of the tug Flying Phantom on the Clyde with the tragic loss of three of her crew. This included working as part of the Club’s wider team of legal and technical expert advisers, both in the UK and overseas, and setting up and running a bespoke document management system that could be accessed by that team.

>Shipping & Marine

Clyde Marine Services Limited Helping family business chart a course towards another successful century

Clyde Marine Services Ltd is a family-run business with a proud 100-year history of providing efficient, safe and reliable 24-hour marine and port services from the heart of Scotland’s world-famous shipping industry in the west of Scotland.

Now run by the fourth generation of the Munro family, Clyde Marine Services, which supports the local and international shipping industry, has expanded into tugs, ferries, passenger tenders, charter cruise vessels, and the vital harbour services of boatmen and riggers. Its fleet of 16 vessels provides mooring, boarding and towing services around the clock, assisting ship movements within the Firth of Clyde and throughout the west coast of Scotland.

Brodies’ shipping team provides a wide range of services to the company, ranging from ‘pure’ shipping matters such as shipbuilding contracts and charterparties to many other areas of commercial activity, including contractual terms; procurement; pensions; IP and IT rights; banking; freedom of information and data protection. We understand Clyde Marine Service’s core business and values and the breadth of legal expertise that we offer ensures that Clyde and other local businesses can rely on us to deliver the full spectrum of rapid, high-quality legal advice that a dynamic business with an expanding portfolio of international clients may require.

>Shipping & Marine


>Procurement

Did you know?

The shipping and marine team prides itself on its ability to provide a rapid, round-the-clock response to clients and, as a result, we find ourselves in all manner of interesting places. Over the past year our lawyers have been called out to a vessel in a nuclear submarine base, a coal ship following the discovery of a consignment of cocaine, the bridge of a ferry on a crossing and at a hearing in a secure psychiatric ward.

“ Brodies shipping team has demonstrated a thorough understanding and high level of competence in our business sector and we have total faith and confidence in its abilities in supporting our business as it develops and enters new markets.”Hamish Munro, Managing Director,

Clyde Marine Services Limited

Top Tier Chambers & Partners 2012/13

ShippingThis market-leading shipping practice continues to impress observers of the Scottish market, with sources reporting a “thoroughly professional” team that offers clients “an extra edge in communication”.



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20>Transport

Brodies’ transport team has been working hard to support our clients across the transport sector during what has been another challenging year for the industry. While some of these challenges were not anticipated – such as the consequences of extreme weather – the continuing impact of the economic downturn came as no surprise. With limited funds available for investment in infrastructure, the Scottish Government has looked to new mechanisms, such as the Non-Profit Distributing (NPD) model, to deliver key strategic projects. With fewer goods on the move, we have seen consolidation amongst freight operators while those with larger reserves flex their financial muscles. Passenger and freight operators alike have felt the burden of increased regulation requiring continued investment in green initiatives, new technologies and compliance.

Despite the challenges, good news stories have continued to hit the headlines, with Brodies’ projects featuring strongly. The A8 (Baillieston to Newhouse) upgrade has been given the final green light allowing procurement to begin on the M8, M73, M74 improvements, which will complete central Scotland’s motorway network. Borders Railway also took a significant step forward with the appointment of Network Rail to deliver the project in partnership with Transport Scotland. There has been good news in the ferry sector too with new skilled shipbuilding jobs being created by clients placing orders for vessels.

The impact of European legislation and, in particular, competition law, has been a significant issue for a number of our clients in the transport sector and we have defended our clients’ interests in the Court of Session and before the

Competition Commission. The tension between the EU and international bodies such as the International Maritime Organisation has also figured in the work we have handled in the sector.

Connectivity within Scotland, the UK and further afield remains high on the agenda for clients across the transport sector. The Scottish Government has been lobbying hard on High Speed 2, and Brodies has contributed to the debate through our membership of the Scottish Council for Development and Industry, the Freight Transport Association and Confederation of Passenger Transport, which has allowed us to keep close to our clients and their concerns throughout the year.

Karen Hamilton, Head of Transport

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Lothian Buses Plc Helping the UK’s largest publicly-owned bus operator gear up for business growth

Brodies is proud to have worked for Lothian Buses plc – the UK’s largest publicly-owned bus operator – since 1999 and we were delighted to be re-appointed this year after competitive tender as its legal services provider until 2017.

Over the past year, we have supported Lothian Buses on a wide range of legal matters. For example, we advised on competition law issues, including the Competition Commission’s investigation of the local bus services market and its potential strategic impact on Lothian Buses. We also advised on issues such as smart ticketing, business acquisitions, data protection, employee matters, trade mark protection and commercial contracts.

The re-tender process allowed us to re-evaluate and improve the service we offer by increasing the range of ways in which we can support Lothian Buses, for example by structuring a tailor-made fixed-price debt recovery service and setting out block fees to provide price certainty in our support of employee relation issues.

As Lothian Buses – which was named the Top City Operator of the Year at the 2011 UK Bus Awards – gears up for the next exciting chapter in its business growth and delivers on its next five-year strategy, our aim is to help make the journey as smooth as possible. This strategic period will include Lothian Buses taking responsibility for operating the long-awaited Edinburgh tram project, and we look forward to playing our part in supporting its ambition to deliver a truly top quality integrated bus and tram service.

>Transport

>Competition

>Corporate



>Projects

>Property

>Public Sector Services

“ Brodies is a first class law firm with first class people who continue to deliver to our business a first class service.”

Ian Craig, Managing Director, Lothian Buses Plc



6160

20>Transport continued

Caledonian Maritime Assets Limited World first for hybrid ferries

Brodies was instructed by Caledonian Maritime Assets Ltd (CMAL) to advise on the shipbuilding contracts for its Low Emission Hybrid Ferries Project, which involves building two seagoing roll-on, roll-off vehicle and passenger diesel/electric hybrid ferries – the first of their kind anywhere in the world.

With Scottish Government support, CMAL is building the ferries at Ferguson Shipyard, Port Glasgow. These revolutionary vessels will serve under lifeline ferry contracts on short crossing routes on the west coast of Scotland and will be equipped with some of the most innovative new ‘green’ technology – including battery banks supplying a minimum of 20% of the energy consumed on board, minimising emissions.

Led by the shipping team, Brodies worked with CMAL’s senior management on the development of the contracts for the construction of the new vessels, and we were delighted to have been involved in this pioneering venture. The award of the contract to Ferguson Shipyard after a competitive tender procedure was widely

welcomed as confirmation that Scotland, with its proud shipbuilding history, still has both the design and build capability for such innovative projects. Building on the advice provided by Brodies on the delivery last year of CMAL’s new ferry serving Islay, this prestigious instruction was a welcome recognition of our cross disciplinary team’s ability to deliver top level advice for shipowners.

>Projects – Procurement



Did you know?Writer and artist Alasdair Gray was commissioned by Strathclyde Partnership for Transport (SPT) to create an iconic piece of public art for Glasgow’s revamped Hillhead Subway Station – Brodies was delighted to support the project by advising SPT on the commissioning contract.

Did you know?In the last year alone, Brodies’ transport team has advised clients on;

railways, trains, ships, buses, helicopters, trams, ports, roads, bridges, airports and the Glasgow Subway

“ The legal work is a key part of getting the deal across the line. With two ferries under construction in Scotland and with all the jobs it has safeguarded and created, the Brodies team can rightly take pride in its role in helping CMAL to deliver this world first.”

Andrew Duncan, Director of Vessels, Caledonian

Maritime Assets Limited (CMAL)

Protecting clients’ interests



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The past year has seen a further increase in the willingness of aggrieved bidders to challenge public procurement exercises where they believe there has been unfairness in the tender process. This trend has been fuelled both by current economic challenges and by relatively recent changes in the law – it is now easier to prevent a contract being awarded where there are doubts about the legality of the tender process.

Brodies’ procurement team supports contracting authorities and commercial bidders for public contracts. We advise on procurement law and help clients run compliant procurements which achieve best value for the public purse. In the past year we have advised clients at all levels of government on a wide range of procurements, including waste infrastructure, smart ticketing, sports facilities and renewable energy.

Our team comprises litigators with cross-border capability who have appeared in high profile, high value procurement disputes. Mark Clough QC is a recognised expert in procurement law, appearing in the English High Court and acting for clients in Northern Ireland. Partner Christine O’Neill is a solicitor advocate who in the past year has acted for the Scottish Government, Argyll and Bute Council and major commercial clients in procurement cases in the Court of Session.

Central to achieving success for tenderers who have genuine grounds for complaint is our ability to identify failures in a tender exercise at an early stage. Our aim is to bring those to the attention of the contracting authority as soon as possible with a view to avoiding court action. In the past year we have, on behalf of our clients, persuaded public authorities in Scotland and England to abandon and re-run tenders for contracts worth millions of pounds.

Roger Cotton, Partner, Projects

The Scottish Government Successfully resisting challenge to Northern Isles ferry contract

The Scottish Government has special responsibility to ensure the provision of life line ferry services to many communities in Scotland, including Shetland and Orkney. Following a detailed and lengthy procurement exercise, the Government awarded to Serco the Northern Isles ferry contract – which involves grant aid support of tens of millions of pounds annually. That decision was challenged by an unsuccessful bidder who raised an action in the Court of Session, effectively preventing the award of the contract and delaying preparations for the new service.

Instructed by the Scottish Ministers, Christine O’Neill acted for the Government in an urgent application to the Court of Session for an order to allow the contract to go ahead. Working with solicitors from the Scottish Government’s Legal Directorate and colleagues in Transport Scotland, Christine appeared in a day-long hearing which considered both the challenger’s legal arguments and the practical consequences if the new contract could not go ahead. Those consequences included potential difficulties in securing charter arrangements for the vessels, in managing the transfer of staff to the new service provider and in putting in place myriad subcontracts and service agreements. Lord Malcolm favoured the Government’s position and allowed the Government to finalise the contract with the successful bidder.

21>Competition & Procurement

Did you know?Mark Clough QC and associate Charles Livingstone persuaded a Westminster department to re-admit our client to a procurement process for a framework agreement potentially worth several million pounds, after our client had been excluded at the pre-qualification questionnaire stage.

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Challenging public procurement decisions

The power of unsuccessful bidders to challenge public sector procurement decisions has never been greater and given the intense competition for contracts in the current economic climate – which are worth some £9 billion a year in Scotland alone – a growing number of companies are contesting awards in the courts. In the past it was difficult for unsuccessful bidders to challenge a decision, however the EU’s Remedies Directive, which was incorporated into UK law in 2009, has made the process far simpler.

Some of the procurement law work we do is sensitive and we always respect the confidentiality of our clients. Over the past year, by way of example, we have:

>Acted for an incumbent supplier to a national procuring authority on its participation in a procurement process and were successful in persuading the authority to re-run the process when unfairness was identified >Advised a funder to the winning bidder of a multi-million pound procurement on the risk profile of a procurement law court challenge raised against the procuring authority by a losing bidder

>Represented a winning bidder throughout a procurement law court challenge raised against the procuring authority by a losing bidder >Supported a contracting authority with a complete re-fresh of its procurement procedures and templates to address the risks of inadvertent non-compliance >Advised contracting authorities on the options and risks of keeping tender processes alive given changes in circumstances, including significant project delay, a change in contracting authority mid-procurement and an infrastructure procurement affected by public sector re-organisation

Did you know?Roger Cotton is accredited by the Law Society and Who’s Who Legal as an expert in procurement law. He is one of only two lawyers in Scotland listed as a leading individual in the International Who’s Who of Public Procurement Lawyers 2012.



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22>Parliamentary & Government

It could scarcely have been a busier year for Brodies’ parliamentary and government lawyers given the current constitutional reform agenda in Scotland. The long-running debate played out between the UK and Scottish Governments over the legality of the proposed referendum on Scottish independence was eventually resolved by political agreement – rather than legal challenge.

Meanwhile, and more quietly, Brodies’ clients have been asking searching questions about the legal implications for them of constitutional change in the event of a ‘Yes’ vote. Issues raised range from future membership of the EU and the Euro (and of other international organisations) to questions of citizenship and the implications of independence for regulation of the oil and gas, financial services, renewable energy and defence sectors.

This activity has also been taking place in a year when the Westminster Parliament passed the Scotland Act 2012 – making significant changes to the current devolution scheme, particularly in the field of taxation.

We have engaged with our clients – and with the wider community – in the current debate. Open-access seminars for clients in our Aberdeen, Edinburgh and Glasgow offices have been repeated due to popular demand with feedback praising the public law team for its ability to bring clarity as well as humour to complex issues. At the same time, we are working with individual clients to look at the technical and practical issues which may arise in their sector.

Beyond the whirlwind of the current political debate, Brodies continues to help clients make and challenge laws passed by the UK and Scottish Parliaments. We advise on legislative powers, provide drafting services and continue to be instructed in ground-breaking court cases – most recently in bringing judicial review of the Scottish Parliament’s legislation to impose a minimum price per unit of alcohol.

Christine O’Neill, Head of Public Law & Regulation

Did you know?Our new Brodies clients in the past year include the Scottish Qualifications Authority, Scottish Court Service and Glasgow Caledonian University.

Did you know?Partners Christine O’Neill and Elena Fry worked with the Association of British Insurers on Scottish aspects of the UK Government’s proposed legislation to create a compensation scheme for mesothelioma, a variety of cancer that most often starts in the covering of the lungs.

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Argyll and Bute Council Harbour upgrade provides vital transport link to new renewable energy hub

Argyll and Bute Council required assistance in drafting and promoting a Harbour Revision Order (HRO) to allow changes to be made to Campbeltown harbour. The harbour works were required as part of the Kintyre Renewables Hub project to expand the manufacture of wind turbines at the former airbase RAF Machrihanish. The harbour as it stood was not able to accommodate ships large enough to carry the turbines to their off-shore destinations, and so an HRO was needed to widen Campbeltown’s New Quay, restructure the harbour road network and dredge the harbour.

The Order had to be obtained before the £4.6 million upgrades to the New Quay could be procured, which was key to meeting the timetable for establishing the wind turbine manufacturing facility at the former RAF base.

Brodies’ Charles Livingstone drafted the Order and liaised with Transport Scotland to finalise its terms and secure its enactment, allowing the works to proceed.


Scotch Whisky Association Challenging the Scottish Government’s flagship Alcohol Minimum Pricing Bill

The Scotch Whisky Association (SWA) represents 52 members who collectively are responsible for the production of more than 90% of Scotch whisky – an industry worth more than £4 billion a year in export value to the UK.

On behalf of its members, SWA sought advice from Brodies on the lawfulness of the Scottish Parliament’s legislation to impose a minimum price on the sale of alcohol. As a result, we were instructed to raise a judicial review in the Court of Session on behalf of SWA, the European Spirits Organisation and the Comité Européen des Enterprises Vins, the representative body for the EU wine industry. One of the main legal grounds of challenge is that imposing a minimum price is contrary to EU law because of its adverse impact on trade and free movement of goods.

Top TierChambers & Partners 2012/13Administrative and Public Law Christine O’Neill is considered by many to be “head and shoulders above” her Scottish public law peers, with sources describing her as “very knowledge, very pragmatic and very straightforward.”

Christine O’Neill and Charles Livingstone at Brodies have worked in partnership with SWA’s in-house legal team and with colleagues at Bird & Bird, who have taken the lead on SWA’s complaint to the European Commission, lodged at the same time as the legal challenge was raised in Scotland.




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Scotland’s dynamic approach to resolving international and domestic disputes now offers undoubted benefits to clients in terms of cost and time savings.

Recent changes demonstrate Scotland’s strong credentials and commitment to becoming a leading centre for dispute resolution. These include the launch of the Scottish Arbitration Centre to deal with disputes more quickly and efficiently, simplified and shortened procedures of the Commercial Court in the Court of Session and procedural changes in Scotland’s Sheriff Courts to speed up the resolution of claims. In addition, the Taylor Review, in which Brodies chairman and partner Joyce Cullen is a member of the Reference Group, is examining the funding and affordability of civil litigation in Scotland. This is likely to herald innovative funding models, allowing new forms of agreement between clients and their lawyers and increased use of after the event insurance.

While we have driven the market and participated in the significant changes taking place in the Scottish legal system, our focus has continued to be on achieving speedy and efficient dispute resolution, minimising reputational risk and continuously augmenting our team to ensure we deliver the highest level of service.

As the largest litigation team in Scotland – and with all our litigation partners named as experts in the leading independent legal directories in 2012 – we have the breadth and depth of specialist knowledge to work in partnership with our clients to deliver commercial and practical solutions for all their legal needs.

Stephen Goldie, Head of Business,

Disputes & Asset Recovery

KPMG, acting in its capacity as Joint Building Society Special Administrators Resolving novel legal issues to secure appointment of administrators

Brodies has acted for KPMG, Joint Building Society Special Administrators of Dunfermline Building Society (in Building Society Special Administration), in relation to a range of matters. Recently, we were instructed to petition the Court of Session to appoint administrators to a property company owing substantial sums to the building society.

The petition raised complex issues of law not previously considered by the courts in Scotland in relation to disputed debts in administration proceedings and the grounds upon which administrators may be appointed. Other complex issues included interpretation of loan documentation, waiver, acquiescence and personal bar.

23>Resolving Disputes

Did you know?Scotland is already recognised as a world leader in technological and scientific innovation and we have augmented our credentials by recruiting partners Gill Grassie and Robert Buchan, who are the ‘go-to’ experts in the field of IP protection. Gill and Robert bring over 30 years’ experience in IP and IT dispute resolution to Brodies and their appointment means we can now offer clients the market leading, largest and only truly dedicated IP and IT dispute resolution team in Scotland.

Did you know?We have created a team of experts to guide clients through alternative forms of dispute resolution. We have solicitor advocates, including a QC, a part-time employment tribunal judge and a solicitor advocate appointed as a Standing Junior to the Scottish Government. Our experts can appear in the Court of Session in Scotland, the High Court in England, as well as the Supreme Court – the highest court in the UK – and the Court of Justice of the European Union.

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Aberdeen City Council Victory in land dispute secures fair price for council

Aberdeen City Council has been a valued Brodies client for many years. While the property industry in the north-east has suffered less in the recession than the rest of Scotland, there has been litigation arising from a number of profitable property developments.

Brodies represented Aberdeen City Council in a dispute over a plot it sold for development to Stewart Milne Group Ltd. The terms of sale entitled the council to a proportion of the profits arising from a subsequent sale or long lease, or to a payment if the developer bought out the council’s profit share. In the event, the developer sold the plot to a wholly-owned subsidiary at a price substantially below the market value and advised the council that there was no profit to share.

Brodies raised proceedings on behalf of the council in the Commercial Court of the Court of Session, arguing for an interpretation of the sale contract that valued the council’s profit share by reference to the open market value of the land at the time of the sale to the subsidiary. This approach to interpretation of the sale contract reflected current developments in judicial thinking.

Brodies won the case in three straight sets from the Inner and Outer Houses of the Court of Session in Edinburgh to the Supreme Court in London.

>Business Disputes & Asset Recovery

>Property Litigation

Our technical expertise and our considerable experience in dealing with contentious insolvency cases before the Commercial Court of the Court of Session were crucial in achieving a successful outcome and the appointment of administrators.

>Business Disputes & Asset Recovery

>Corporate Restructuring & Insolvency

“ In connection with the Dunfermline Building Society Special Administration, Brodies has supported us on a variety of matters and we have been consistently impressed with its insolvency team’s ability to handle often complex instructions and to deliver a successful resolution in an efficient and timely manner.”

Blair Nimmo, Partner, Head of Restructuring for KPMG in Scotland

Top Tier Chambers & Partners 2012/13Banking Litigation

Real Estate Litigation

Dispute Resolution

The Legal 500 2012Property Litigation

Insolvency and Corporate Recovery

Professional Negligence

Commercial Litigation


This year in particular we have seen growth in the team and the recruitment of an employee benefits specialist with a City reward consultancy background. Our litigation team has also been able to provide the support of health and safety specialists with a focus on regulatory matters. I hope the following work highlights illustrate the variety of support we provide.

Joan Cradden, Head of Employment, Pensions & Benefits


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Good people management is the key to success for most businesses. For many years now we have been developing services to support our clients as managers of people. In recent times a number of our clients have had to embark upon significant programmes for business change which have affected their employees. Our employment, pensions & benefits team has been able to assist with these, and has also helped to ensure that budgets are met, good employee relations are maintained and claims are avoided.

Dealing with people in the context of the law is never dull. No matter how clear a rule may seem, if you add people into the mix, you can have any number of interpretations and results. We choose team members who love that aspect of the work, enjoy collaborating closely with clients and thrive in the ever-changing arena of employment, health and safety and pensions law. Clients recognise that there is a personality to the team, which they appreciate, and this makes working through tough choices and difficult conversations just that little bit easier.

Health and Safety

This year our team of specialist health and safety lawyers has been assisting clients with Health and Safety Executive (HSE) investigations, prosecutions and civil compensation claims as well as helping them to protect themselves by complying with policies and procedures. The extent of business and reputational damage as a consequence of failing to comply is so significant that we have been working closely with a number of clients

24>Workplace Management

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to devise and deliver bespoke training on everything they need to know to avoid breaching health and safety legislation. Training has ranged from working with operational staff to help plug compliance gaps to working with directors in order to enhance general health and safety awareness and highlight the pitfalls of non-compliance. Many of our training sessions have involved mock courtroom sessions during which staff have been

‘put in the witness box’ and faced ‘cross-examination’. We have also produced a free interactive health and safety guide and example training brochure on our website, which can be viewed at http://www.brodies.com/services/insurance_and_risk/health_and_safety/.


A clear and structured approach was needed to take this project to completion. Working in close collaboration with the company, we developed a plan setting out the key steps to implementation. One of the crucial preparatory steps was instructing an opinion from the London bar.

Based on realistic fee rates for the level of experience and expertise involved, we proposed a fixed fee for each stage of the project, which helped the company manage the overall cost.

The scheme successfully was closed to future accrual – a great result for the company, which was delighted with the outcome.


>Tax


72

24>Workplace Management continued

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“ Since appointing Brodies to advise on the closure of our final salary pension scheme to future accrual, we have found the service to be first class in every respect. The legal and technical pension matters have been thoroughly examined and managed in a commercial fashion to suit our specific pension needs. Furthermore, the agreement of a fixed fee arrangement has allowed us to budget for the project without the fear of cost overruns.”

Ian Hawkins, Group Finance Director, James Donaldson & Sons Ltd

Employee Benefits

Our employee benefits team helps companies formulate and implement strategies and policies that are designed to reward employees fairly and consistently in accordance with their value to that organisation. In particular, we have considerable experience of designing and implementing tax effective employee reward structures.

Pensions

The pension team advises both public and private sector clients on a wide range of issues from auto-enrolment to major funding projects for large defined benefit schemes, employer insolvency and PPF entry.

Members of the team have experience both of the Scottish market and of working in the City of London and are dual qualified in Scots and English law. In the past three years the team has grown significantly in size and stature and has achieved a Tier 2 ranking in the Legal 500, the leading independent legal directory.

James Donaldson & Sons Limited

James Donaldson & Sons is the UK’s leading independent processor, manufacturer and distributor of timber and engineered timber products. It is a wholly-owned family business which has passed down through five generations.

The company has a final salary pension scheme which it had tried to close to future benefit accrual prior to Brodies’ involvement. James Donaldson & Sons’ previous legal advisers had been unable to deliver this. After discussing a new approach with the company, Brodies was instructed to re-negotiate closing the scheme to future benefit accrual with its members and Trustee.

Brammer Plc

With a market capitalisation of some £280 million, Brammer plc is Europe’s leading distributor of industrial maintenance, repair and overhaul products and services. Brodies helped to design and implement an innovative tax-effective long-term incentive plan (LTIP) for Brammer’s executive directors and over 100 other senior managers.

The plan combined the tax advantages of a company share option with that of a traditional LTIP award. Under the plan, the full value of the underlying shares is delivered, but a proportion of the value is delivered tax efficiently – any growth

in value of the shares comprised in the option is subject to the capital gains tax regime rather than falling within the scope of income tax and national insurance.

In addition to drafting the legal rules for the plan (which were approved by shareholders at the 2012 AGM), we also obtained tax clearance for the plan from HM Revenue & Customs and produced participant communication material and accompanying operating guidelines.

Did you know?Martha Quinn, who heads our pensions team, is listed in the Chambers & Partners legal directory as a leading individual in the field of pension law and is accredited by the Law Society of Scotland as a pensions specialist.

“ Brammer has used Nigel Watson [head of employee benefits] for many years. I have always found him to be extremely responsive and pragmatic. His detailed knowledge and experience of all matters relating to incentive arrangements is invaluable – not just during the process of implementing our new plan but also in assisting with the administration of our other existing plans. I would have no hesitation in recommending him to any other Company Secretary or General Counsel who requires assistance in respect of their incentive arrangements.”

Steven Hodkinson, Company Secretary and General

Counsel, Brammer plc

Positive impact on communities



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Making a Positive Impact

As a firm, and individuals, we are committed to making a positive contribution to the communities in which we live and work.

Through Positive Impact, our corporate social responsibility programme, we support charities and initiatives that are designed to encourage diversity, overcome disadvantage and help young people achieve their full potential by helping them develop their skills.

Brodies is a founding member of PRIME, a pioneering initiative supported by the UK’s leading law firms which offers quality work experience and continuing support to young people from schools that have been less likely to produce law graduates. This year we welcomed the first group of young people to our offices to see for themselves the variety of careers that are available in the legal profession and spend time working with our teams in our legal and professional support departments.

We are also heavily involved in Pilotlight, a charity that brings together business professionals and charities to tackle disadvantage in Scottish communities. By sharing their experience, helping to coach management teams and providing pro bono legal advice our lawyers are helping to improve the efficiency and effectiveness of organisations across Scotland.

2012 marked the sixth year of our support for the Scottish Schools Swimming Association, a voluntary organisation that does tremendous work in encouraging swimming excellence in schools across Scotland.

Building on a long relationship that has seen us raise more than £63,000 over the past six years for Maggie’s cancer care centres throughout the UK, our staff chose Maggie’s as Brodies’ official charity partner this year. In addition to our firm-wide fund-raising events for Maggie’s, we encourage Brodies’ people to take part in a wide

range of other charitable activities, with our charity committee providing almost £8,000 of matched funding in the last financial year.

Brodies is also committed, through our SUSTAIN programme, to minimising the environmental impact of our business. We have been working with our staff and our suppliers to reduce their energy consumption and carbon footprint and have harnessed the latest technology, such as virtual hosts and high definition video conferencing, to promote sustainable business practices across our firm.

Brenda Scott, Lead Partner, CS

25>Corporate Social Responsibility

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PRIME Encouraging diversity in the legal profession

As a founding member of PRIME, a pioneering initiative to encourage greater diversity in the legal profession, Brodies is committed each year to offering eight students aged 13-17 the opportunity to take part in a structured work experience programme that is co-ordinated and delivered by Brodies staff representing departments across our business.

The programme provides a minimum of 30–35 hours of work experience and is designed to give the young people involved an insight into all aspects of our business, not just law but also our professional support services, such as IT, Finance, HR and Marketing.

A recent pilot run of the programme saw three students from Wester Hailes Education Centre in Edinburgh spend a week with us developing their skills in a wide variety of areas such as communication, presentation, networking, negotiation and team working.

Did you know?Lesley Hunter, a secretary in our corporate team, ran the London Marathon and raised £1900 for Breakthrough Breast Cancer Research.

We enjoyed working with the students in workshops covering topics such as mooting (verbal presentation of a legal argument), conducting research projects and CV writing. In addition, our lawyers accompanied the young people on visits to the Court of Session, Edinburgh University and the Scottish Parliament. We also partnered with one of our clients, Virgin Money, to give the students experience of working with an in-house legal team.

We look forward to developing a long-term relationship with Wester Hailes Education Centre, and to building close relationships with other schools in the future, to achieve the aims of this valuable initiative which benefits both the young people involved and the legal profession as a whole.


25>Corporate Social Responsibility continued


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Scottish Schools Swimming Association Scotland’s most talented young swimmers make a splash

A record 65 primary and secondary schools competed in the Brodies Scottish Schools Team Championships in June, which were held at the newly-refurbished Commonwealth Pool in Edinburgh. Five championship records were smashed at the event, which showcased the wealth of sporting talent in schools across the country as we approach the 2014 Glasgow Commonwealth Games.

Brodies has supported the Scottish Schools Swimming Association (SSSA) – which runs the Team Championships and the Brodies Scottish Schools Swimming Championships – since 2006. We are proud to help the Association hone the skills of Scotland’s promising young swimmers, promote team work and encourage young people to engage in healthy competition – and have fun!

The SSSA, which is a voluntary organisation, has been nurturing young swimmers across the country for the past 60 years and we look forward to seeing these talented and dedicated boys and girls become Scotland’s future sporting stars.

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Maggie’s

Brodies has been a long-standing supporter of Maggie’s, which provides support for people affected by cancer through its network of cancer caring centres throughout the UK. Since 2006, we have raised more than £63,000 for the charity to help it continue to deliver high quality psychological, emotional and information support to people diagnosed with cancer and their families.

Brodies’ charities committee supports and encourages staff to take part in charitable activities and matches the funds raised by Brodies’ people for many different good causes, including Maggie’s. They have taken part in a wide variety of fundraising activities for Maggie’s, such as the annual Monster Bike & Hike, a team challenge event in the Highlands, involving a 30-mile cycle journey and hike of up to 41 miles. In addition, staff have organised charity auctions, sponsored haircuts, dress-down days and even sold copies of a cookbook containing their favourite recipes.

Every day some 800 people are diagnosed with cancer in the UK. Maggie’s assists many of them and their families through its network of 14 centres, stretching from Inverness to London, which integrate free professional help and support communities to help alleviate the emotional distress and resolve the practical difficulties that cancer brings.

“ We’re really grateful for the dedication Brodies has shown towards Maggie’s. Its staff really understand the importance of the support we provide to people affected by cancer and have proven themselves to be enthusiastic fundraisers. We can’t thank them enough! Maggie’s Centres are 100% voluntary-funded so every penny raised goes a long way to supporting people affected by cancer.”

Gemma Branney, Senior Corporate Fundraising Manager, Maggie’s

“ Brodies has been the most exemplary major sponsor of the Scottish Schools Swimming. Brodies funding has enabled the Scottish Schools Swimming Association to stage annual individual and team championships at the best swimming venues in Scotland – Tollcross in Glasgow, East Kilbride and the Royal Commonwealth Pool in Edinburgh.

But what has made the sponsorship very special is the commitment and personal interest of the Brodies partners, through their presence at the events and concern for the welfare of the Scottish schools swimming in general.”

Ann Dickson, President, Scottish Schools Swimming Association

Brodies LLP Annual Review 2012 81


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26>Accounts

2012 2011

£000 £000

Turnover 42,793 36,850

Operating expenses (25,154) (22,368)

Operating profit 17,639 14,482

Net interest receivable 29 7

Other finance costs associated with FRS 17 (48) (50)

Profit for the financial year before members’ remuneration and profit shares 17,620 14,439

Members’ remuneration charged as an expense (15,041) (12,457)

Profit for the financial year available for discretionary division among members 2,579 1,982

Statement of total recognised gains and losses for the year ended 30 April 2010 Profit for the financial year available for discretionary division among members 2,579 1,982

Actuarial loss relating to pension scheme (37) (44)

Total recognised gains and losses for the year 2,542 1,938

All results relate to continuing activities.

2012 2011

£000 £000

Fixed assets Tangible assets 810 821

Current assets Debtors Cash at bank and in hand

20,529 6,359

17,413 6,774

Creditors: amounts falling due within one year

26,888 (5,647)

24,187 (5,809)

Net current assets 21,241 18,378

Total assets less current liabilities 22,051 19,199

Creditors: amounts falling due after more than one year Provisions for liabilities

(154) (1,308)

(331) (1,226)

Net assets excluding pension liability Net pension liability

20,589 (1,183)

17,642 (1,209)

NET ASSETS ATTRIBUTABLE TO MEMBERS 19,406 16,433

Represented by: Loans and other debts due to members Members’ capital classified as a liability under FRS 25 Other amounts

3,900 14,749

3,625 12,611

18,649 16,236

Equity Members’ other interests – other reserves classified as equity under FRS 25 757 197

TOTAL MEMBERS’ INTERESTS 19,406 16,433

Profit and loss account for the year ended 30 April 2012

Balance sheet as at 30 April 2012



European Law & International Trade Mark Clough QC – Partner0131 656 3700 [email protected]

Family Scott Cochrane – Partner0131 656 0124 [email protected]

Food & Drink Catherine Feechan – Partner0141 245 6747 [email protected]

Funds Alistair Campbell – Partner0131 656 0114 [email protected]

Health & Safety Elena Fry – Partner 0141 245 6215 [email protected]

Insurance Elena Fry – Partner 0141 245 6215 [email protected]

Intellectual Property Gill Grassie – Partner0131 656 3710 [email protected]

Robert Buchan – Partner0131 656 0078 robert [email protected]

Arbitration & AdjudicationManus Quigg – Partner0141 245 6730 [email protected]

Alternative Dispute ResolutionManus Quigg – Partner0141 245 6730 [email protected]

Aviation, Defence & EngineeringGrant Campbell – Partner 0131 656 0115 [email protected]

Banking & Financial Services Bruce Stephen – Partner0131 656 0260 [email protected]

Banking LitigationJoyce Cullen – Partner0131 656 0133 [email protected]

Business Crime Christine O’Neill – Partner0131 656 0286 [email protected]

CasualtyElena Fry – Partner0141 245 6215 [email protected]

Life Sciences Shuna Stirling – Partner0141 245 6201 [email protected]

William McIntosh – Partner0131 656 0154 [email protected]

Local Government Jackie McGuire – Partner0131 656 0008 [email protected]

Oil & Gas Clare Munro – Partner01224 392 253 [email protected]

OutsourcingAndrew Rigby – Partner Elect0131 656 0086 [email protected]

Parliamentary & GovernmentChristine O’Neill – Partner0131 656 0286 [email protected]

Pensions Martha Quinn – Partner0131 656 3764 [email protected]

Clinical NegligenceDavid Armstrong – Partner0141 245 6751 [email protected]

Commercial Litigation David Armstrong – Partner0141 245 6751 [email protected]

Joyce Cullen – Partner0131 656 0133 [email protected]

Commercial PropertyNick Scott – Partner0131 656 0234 [email protected]

Competition & State Aid Mark Clough QC – Partner0131 656 3700 [email protected]

Construction & Engineering Alistair McLean – Partner0131 656 3701 [email protected]

Manus Quigg – Partner0141 245 6730 [email protected]

Corporate & MAJulian Voge – Partner0131 656 0248 [email protected]

Personal Injury David Armstrong – Partner0141 245 6751 [email protected]

Jonathan Cornwell – Partner0141 245 6786 [email protected]

Planning Neil Collar – Partner0131 656 0125 [email protected]

Private Client Alan Barr – Partner0131 656 0103 [email protected]

Professional NegligenceAlan Calvert – Partner0131 656 0223 [email protected]

Projects & InfrastructureKeith Patterson – Partner0131 656 0059 [email protected]

Property LitigationStephen Goldie – Partner0141 245 6226 [email protected]

Public Law & RegulationChristine O’Neill – Partner0131 656 0286 [email protected]

Corporate Restructuring & Insolvency Colin McIntosh – Partner0141 245 6260 [email protected]

Rachel Grant – Partner0131 656 0046 [email protected]

Debt & Asset Recovery David Whyte – Partner0141 245 6741 [email protected]

Dispute Resolution & Litigation Joyce Cullen – Partner0131 656 0133 [email protected]

EducationBrenda Scott – Partner0131 656 0226 [email protected]

EmploymentJoan Cradden – Partner0131 656 0130 [email protected]

Environment & WasteCharles Smith – Partner0131 656 0236 [email protected]

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27>Services Index / Contacts

27>Services Index / Contacts continued



Public Sector Services Group Jackie McGuire – Partner0131 656 0008 [email protected]

Renewable EnergyNeil Collar – Partner0131 656 0125 [email protected]

Rural BusinessOdell Milne – Partner0131 656 0189 [email protected]

Shipping & MarineDuncan MacLean – Partner0131 656 0152 [email protected]

Malcolm Mackay – Partner01224 392 274 [email protected]

TransportKaren Hamilton – Partner0141 245 6225 [email protected]

Third Sector & Charities Jackie McGuire – Partner0131 656 0008 [email protected]

TaxIsobel d’Inverno – Director of Corporate Tax0131 656 0122 [email protected]

Technology Grant Campbell – Partner0131 656 0115 [email protected]



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