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Brexit: International Trade Implications


Speaker(s): Andrew Hood, Charles Wynn-Evans, Henry N. Nassau, Mark Stapleton
Recorded on: Jul. 11, 2016
PLI Program #: 190644

Andrew Hood is a Senior Director and a qualified barrister with extensive international and EU law expertise. Mr. Hood joined Dechert directly from his role as the Legal Advisor to the UK Prime Minister and as Head of International and EU Law at the Attorney General’s Office. Mr. Hood has a proven track record in leading large and diverse teams to deliver complex and politically sensitive projects and international negotiations; and is adept at working with a wide range of legal, business and civil society stakeholders, as well as advising on relevant issues such as Brexit.

Mr. Hood previously led a Government-wide review of the EU and its impact on the UK, providing an insight into the effect of every significant EU law across key sectors of the UK economy. He was also a Senior Policy Negotiator at the UK Representation to the EU in Brussels where he developed extensive experience in multilateral negotiations. He provided legal advice and was the lead negotiator for the UK on a wide variety of EU sanctions regimes over a number of years and Mr. Hood also provided legal and policy advice to those negotiating all EU internal market legislation and the 2010-2012 package of financial regulations designed to address the economic crisis in Europe.

Mr. Hood also spent six years as a legal adviser in the UK Foreign and Commonwealth Office where he was the lead Government lawyer negotiating trade agreements on behalf of the UK (Investment Promotion and Protection Agreements) and where he provided legal advice on the application of the UN Convention against Corruption and the OECD Convention on Combating Bribery of Foreign Public Officials. Mr. Hood was also the lead Foreign Office lawyer on a number of high-profile and complex cases, including the Corner House case in the House of Lords (challenging the SFO’s decision not to continue with the investigation of corruption allegations against BAE Systems Plc).

Education

Exeter University and Maastricht University, LL.B., with European Study, 1998, First Class with Honors
McGill University, LL.M., 2000, Distinction, Rotary Scholarship

Bar Admissions/Qualifications

England and Wales

Memberships

Lincoln’s Inn, Hardwicke Scholar and Sunley Scholar


Charles Wynn-Evans, head of the employment practice in London, focuses on all contentious and non-contentious employment-related matters. His practice includes handling issues relating to redundancy, unfair dismissal, wrongful dismissal, unlawful discrimination, industrial action, boardroom disputes, restrictive covenants, agreed terminations, tax issues and all kinds of employment-related litigation as well as the employment aspects of corporate transactions. He trained with the firm, was admitted as a solicitor in 1992 and has been a partner at Dechert since 1997.

Charles is acknowledged as a leading individual by the independent UK legal directories, The Legal 500 and Chambers. Chambers UK 2016 and Chambers Global 2014 rank him in the top tier for his employment practice in the UK, with Chambers UK noting that he is "well known for his expertise advising both employers and senior executives. Chambers UK 2016 describes Mr. Wynn-Evans as an "outstanding" and highly experienced employment adviser. The publication describes how sources praise his "commercial approach while noting his availability and incredibly upbeat approach". Chambers UK, 2014 describes him as an "eminently professional, pragmatic and understanding" lawyer. The Legal 500 UK, 2014 recommends him as a "leading lawyer" for human resources: employment: employers and senior executives and the 2013 edition notes that Mr. Wynn-Evans "knows what he is doing."

Charles writes regularly on employment law issues for journals such as the Industrial Law Journal and the Employment Law Journal. He has contributed to a number of books on the subject and is the author of The Law of TUPE Transfers (Oxford University Press, 2013). He is a member of the editorial committee of the Employment Lawyers Association's ELA Briefing.

Charles is a CEDR accredited mediator and a member of the Employment Law Committees of the Law Society of England and Wales and of the City of London Law Society. He is a fee-paid (part-time) employment judge assigned to the Midlands (West) Region. He is an Independent Person at the London Borough of Southwark.

Education

University of Bristol, LL.B., 1988
Merton College, University of Oxford, B.C.L., 1990

Bar Admissions/Qualifications

England and Wales

Memberships

Law Society of England and Wales
City of London Law Society
Industrial Law Society
Employment Lawyers Association


Henry N. Nassau, Dechert’s Chief Executive Officer, served as chair of Dechert’s corporate and securities group for an aggregate of 14 years. Mr. Nassau represents private equity sponsors, venture capital firms, public and private corporations, management teams, boards of directors, and special committees in corporate and securities matters. He advises clients on mergers, acquisitions, dispositions, investments, securities offerings, proxy contests, corporate governance, and general corporate matters. Having served as general counsel and chief operating officer at a publicly-traded technology company, Mr. Nassau offers a particularly commercial perspective to his client representations.

Mr. Nassau has been recognized for eleven consecutive years as a leading Corporate/M&A lawyer and has also been ranked as a leading Private Equity Buyouts lawyer by Chambers USA, a referral guide to leading lawyers in the United States based on the opinions of their peers and clients. In recent editions, Chambers has noted that Mr. Nassau is a “standout lawyer,” “a true professional” and a “terrific, responsive and pragmatic attorney” who “provides ‘wise advice’ on M&A and private equity transactions” and is “always there when [we] need top-drawer legal analysis.” Mr. Nassau has also been recognized for his work in M&A, private equity, and capital markets: debt offerings in The Legal 500 U.S., which, has cited him as “responsive and impressive” and “a superstar–smart with great attention to detail.”

In addition, he has been recognized for his work in corporate governance and compliance law, corporate law, and mergers and acquisitions law by The Best Lawyers in America, which also named him the Corporate Governance and Compliance Lawyer of the Year in Philadelphia in its 2011 edition.

Significant Representations


Mr. Nassau has led teams on hundreds of complex corporate transactions across a wide range of industry sectors, including technology, healthcare, industrial manufacturing, retail and financial services.

Representative matters include advising:
  • Graham Partners, a middle market private equity firm, and its portfolio companies, on numerous M&A transactions, including its acquisitions of and subsequent exits from Schneller, Inc., Mitten Inc., Eberle Design, Inc., Strata Products Worldwide, LLC, and Infiltrator Water Technologies, LLC (f/k/a Infiltrator Systems); its acquisitions of Henry Company, Tidel Inc., HemaSource Holdings, Universal Cold Storage, LLC and Universal Pasteurization Company, SP Lab Equipment, LLC, and Electronic Devices, Inc., TransAxle LLC, and Atlas Aerospace, LLC/Vitron Acquisition LLC/Vitron Acquisition Corporation, and B&B Electronics Manufacturing Company; and its disposition of Dynojet Holdings.
  • The Special Committee of Arrow International, Inc., a manufacturer of catheter-based therapeutic products and cardiac assist medical devices, on its US$2 billion merger with Teleflex Incorporated and the proxy contest to elect directors to the Arrow board.
  • Versa Capital Management, a private equity firm focused on distressed investments, on several transactions, including its acquisition of Bob’s Stores from The TJX Companies, Inc., its acquisition of Canada-based Allen-Vanguard Corporation (TSX: VRS), its acquisition of Ohio Community Media, LLC and its acquisition of Eastern Mountain Sports.
  • Intellon Corporation and its Board of Directors on the US$244 million sale of Intellon, a publicly-traded provider of integrated circuits, to Atheros Communications, Inc.
  • Management of Brandywine Senior Living LLC, a portfolio company of Warburg Pincus, in connection with NYSE-listed Health Care REIT, Inc.’s US$600 million acquisition and leaseback of 19 senior housing communities with Brandywine.
  • Stripes Group, a growth equity firm, on several transactions, including a minority investment in Netbiscuits GmbH (representing its first foreign investment), the acquisition of a majority position in Voyetra Turtle Beach, the acquisition of minority stakes in Sandata LLC, eMarketer, Inc., Stella & Chewy’s, Udemy, Inc. and Kareo, Inc., the sale of Smartwool Corporation by Stripes Group and RAF Industries to the Timberland Company, and the acquisition of NetQuote by Stripes Group and Spectrum Equity Investors.
  • ICG Group, Inc. and one of its consolidated companies, Channel Intelligence, Inc., on the sale of Channel Intelligence, a data-driven online marketing services company, to Google Inc. for US$125 million in cash. Subsequently advised ICG Group, Inc. in its US$375 million sale of Procurian, a specialist in procurement solutions, to Accenture plc.
  • RAF Industries, Inc. on numerous transactions, including its acquisition and subsequent disposition of WI Holdings (“Weldship”) to a subsidiary of Markel Corporation, its acquisition of Steamaster Co., and Milspray LLC.
  • Willow Financial Bancorp Inc., a US$1.6 billion savings bank with 29 branch offices, on its US$168 million acquisition by Harleysville National Corp. to become the third largest bank in the Philadelphia area.
  • Trion Group, Inc., one of the largest privately-held employee benefits management and administration providers in the United States, and its wholly-owned subsidiary, on the sale to Marsh and McLennan Agency LLC of substantially all of their assets.

As former chair of Dechert’s global corporate and securities group, Mr. Nassau has played an instrumental role in expanding the practice’s international platform across Europe, Asia and the Middle East in order to respond to the increasing global demands of the firm’s client base. Dechert’s corporate and securities group now has a larger proportion of lawyers outside of the United States, and Mr. Nassau has devoted significant time to integrating the global team so that clients enjoy a seamless international experience when selecting Dechert to advise on cross-border matters.

Mr. Nassau left Dechert in 1999 for Internet Capital Group to serve as general counsel. He most recently served as ICG’s chief operating officer, general counsel, and secretary.

Education

University of Pennsylvania, B.S., 1976, cum laude
University of Pennsylvania, M.A., 1976, Benjamin Franklin Scholar
Penn State University, The Dickinson School of Law, J.D., 1979, magna cum laude, Managing Editor of the Dickinson Law Review (1978-1979)

Bar Admissions/Qualifications

Pennsylvania
New York


Mark Stapleton advises on UK and international direct and indirect taxation issues. He has extensive experience in relation to advising offshore funds and the investment management sector. In addition he advises on acquisitions of public and private companies, real estate acquisitions, securitisations, structured finance and a variety of other banking, financial and corporate transactions.

Mr. Stapleton is experienced in advising on structuring and establishing international holding companies and financing companies used in connection with inward investment transactions, cross-border acquisitions and also corporate migrations.

Mr. Stapleton is chairman of the taxation committee of the Alternative Investment Management Association, a member the tax sub-committee of the Chartered Institute of Taxation (European Branch) and also a member of the International Fiscal Association.

Mr. Stapleton has written articles for a variety of publications and has co-authored a book on stamp duty land tax. He is also a regular speaker at conferences. He has been recommended as a leader in his field in the independent directories The Legal 500 UK and Chambers UK, in PLC Which Lawyer and in The International Who’s Who of Business Lawyers. He is ranked in Chambers UK, 2016 and 2015, Chambers Europe, 2015 and Chambers Global, 2015. In Chambers UK, 2016 a client cites, "It amazes me how responsive he is, and his knowledge and expertise are also very impressive." He is described as "technically very good. He seems to keep an awful lot of stuff in his head, and I am impressed by the recall he has for complex technical matters." In Chambers UK 2012 Mr. Stapleton is praised for being “very clear and direct” and recommended for his experience in dealing with the UK taxation of offshore funds and investment management, and complex cross-border tax matters. He is ranked in Chambers Global 2011, which states “Flexible, straightforward and always aware of clients’ needs, Mark Stapleton is prized for his expertise in international direct and indirect taxation issues. He has considerable experience of advising on the structuring and establishing of international holding companies and financing companies in connection with cross-border acquisitions.”

Education

The University of Nottingham, LL.B., 1985

Bar Admissions/Qualifications

England and Wales

Memberships

Chartered Institute of Taxation
International Fiscal Association
Alternative Investment Management Association