Corporate Deals                                                                           Ruth Allen/Ruthmedia

The Scottish economy has hit highs and lows in recent years, in one of the liveliest phases in its history. But one of the healthiest and most consistently buoyant areas has been the world of corporate deals. Management buy outs and buy ins, mergers and acquisitions, insolvency and receivership, joint ventures, fundraising, strategic alliances and hostile or non-hostile takeovers -  these are some of the aspects of corporate deals which often make the headlines. But underpinning the world of corporate deals - bringing together the managers, directors, bankers, venture capitalists and corporate clients - is the vital work of the corporate lawyer. According to Maclay Murray Spens - one of the firms to establish themselves as key players in this field of commercial law - the world of corporate law is "the 'jungle' - and if you are entering the jungle you will need a guide through the dangers and pitfalls."

Magnus Swanson, head of Corporate department at Maclay Murray Spens and legal dealmaker of the year in Scottish Business Insider's annual poll, says there are a number of aspects of corporate deals which have come to the fore in recent years. "As well as the sheer number of deals, their size has grown considerably, and the focus has shifted very much to the world of technology," says Swanson. "This has led to a further development - the demand for an expertise from professions such as ours that is broader and deeper than it has been up till now."

Corporate deals have always taken place under one name or another, and Maclay Murray Spens have specialised from their founding in helping industry and commerce through the legal minefield of company buying and selling. "But the phenomenon has slowly gathered pace over the past ten-to-twenty years, and taken off particularly in the last three years, with the momentum showing no signs of easing off," says Swanson. Recent multi-million and billion pound deals handled by Swanson and his team have included the Wiseman bid for Dairy Crest, the purchase of Highland Distillers by the Edrington Group (Robertson & Baxter) and the demutualisation of Scottish Widows. "This is very much a market situation, and lawyers like us have had to react to circumstances, not dictate them. There is a lot of money going about at the moment, looking for a home, and this has meant more - and larger - transactions." 

Swanson points to the growth of the trend of company 'auctioning'. "There are businesses with owners who make strategic decisions to sell after a few years trading. They are bid for by specialist financial purchasers or venture capitalist houses, who hire in the specific management skills they require, then float or sell on the company after a few years. Every change of ownership is a corporate deal with a series of legal transactions to go through, maximising business for commercial lawyers." Swanson points to the benign economic circumstances of recent years - low interest and inflation rates - which have played their role in the expansion of corporate deals. "Credit is due to the government and Bank of England for doing their best to encourage a climate where growth can flourish."

Swanson's colleague Michael Hughes, specialist in corporate technology, emphasises how much of the recent expansion has been in the field of technology. "The growth in the number of deals here over the past two years has been exponential", he says. "As well as the celebrated 'dot com' fever - which has rather moved on now - there are a great number of companies developing computer hardware and software products, often with start-up assistance from enterprise funds which have now become more widely available for technology firms." Government again has done its best to encourage investment, dropping the rate of capital gains tax and allowing more individual and private investment along with institutional funding. "We have helped on the legal side of fund-raising for groups like the Sports Masters network and lastminute.com," says Hughes. "It has been a very lively and exciting period, with the law developing to deal with e-crime, e-fraud and e-libel, and with so many new technology start-ups and buy-outs - often transatlantic purchases with American companies coming over here to buy."

The need to master the legalities of transatlantic corporate deals has led to the development of new international specialisms in firms like Maclay Murray Spens. "Our Intellectual Property (IP) department has grown with the expansion of technology and new media of communication," says Swanson. "When there is a technology firm takeover, for example, it is the underlying assets that the purchasers are buying. This often calls for some of our IP lawyers to link up with our Corporate lawyers in a specialist team to focus on a specific case that requires their concerted expertise for the duration of that deal. We thrive on teamwork, and each transaction gives the members of the team invaluable experience to take on to the next deal they handle, whether it is with the same team or a new specialist grouping." Swanson sees the globalisation of corporate deals as setting the main challenge to the legal world, to prove that the Scottish professions and business community are not a peripheral force but are capable of holding their own on the world stage. "We mustn't rest on our laurels," he says. "We must show we can meet the challenge of the bigger game."

The expansion in the numbers and size of corporate deals in Scotland is good news for the country, according to Magnus Swanson. "As we come to the end of our financial year, we're very optimistic about the future," he says. "An ever-growing amount of transactions means that there's a lot going on in the economy. At Maclay Murray Spens, we often see ourselves as a barometer of the business and commercial world - if we're busy, things are definitely happening out there!"

An brief introduction to the world of corporate deals is on Maclay Murray Spens' web-site : www.maclaymurrayspens.co.uk.