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Insolvency Law

Expert guidance on all aspects of corporate and personal insolvency

08 MAY 2009

CVA lawyer as lawyer of the week in The Times - Mr Will Pearce of Herbert Smith - really the first CVA for a listed company?

Following the recent CVA consultation paper announcement and the JJB CVA it is interesting to note that The Times have a feature on one of the lawyers involved in the CVA as their lawyer of the week (Will Pearce of Herbet Smith.)

I have been racking my brains, the law reports, the books and journals, old silk's brains, the London Gazette and other sources to establish if this really is the first CVA of a listed company. I am not sure that it is. London Securities plc was a property company the main asset of which was a golf course in Surrey. The company went into a CVA which was the brainchild of Mr John Verrill, then of Lawrence Graham (now at Dundas & Wilson). This was done in approximately 1992. If anyone can help prove (or disprove!) my earlier CVA hypothesis I would be most grateful!

The Times story notes:

"Will Pearce, a partner at Herbert Smith, is leading a team advising JJB Sports on its restructuring, including new financing arrangements and a company voluntary arrangement (CVA). The CVA is the first of its kind for a leading UK-listed company.

What were the main challenges in this deal and the possible implications in the credit crunch?

Against a backdrop of well-publicised management changes, difficult conditions for high street retailers and limited scope for bank finance, working with Lazard and KPMG, we had to pull together a solvent restructuring that would be approved by all of JJB’s stakeholders — lenders, creditors, shareholders and employees — in a very short time.

It allowed JJB to avoid almost certain administration and saved 10,000 jobs. Using a CVA in these circumstances may inspire other companies in similar situations — particularly listed companies that may have struggled to see how a CVA could work without bringing in the administrators and suspending trading in their shares — to seek a consensual arrangement with their creditors.

What was your most memorable experience as a lawyer?

There are too many to single out.

What was your worst experience as a lawyer?

As a junior associate trying to close a tripartite cross-border joint venture on Friday the 13th when a Dutch lawyer’s fax ran out of paper and the firm almost refused to treat the conditions precedent , as satisfied as it couldn’t receive faxes — thankfully we now have e-mail.

Who has been the most influential person in your life and why?

Apart from learning how to “fix things” from my grandad and how to deal with people from my mum, professionally I’ve been lucky to work with some very talented lawyers. If I had to single someone out it has to be James Palmer, my fellow corporate partner and one of my trainee supervisors. He has an infectious love of the law and can cut through the most complex of situations to achieve what a client wants.

Why did you become a lawyer?

I wanted to perfect my French at degree level but was always too straightlaced to be an arts student, so I chose European law with a year studying in France.

What would your advice be to anyone wanting a career in law?

Don’t specialise too early. Learn as much as you can from as many different people with as many different styles and approaches as you can. Never lose your interest in the law and enjoy what you do."

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