Interview by Alex Aldridge
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I like new things. That was one of the main reasons I got involved in the merger last year between Emirates Bank and the National Bank of Dubai, the first major M&A deal in the region. Those landmark transactions are always a challenge, mainly because you’re dealing with local law that doesn’t tend to be all that conducive to international M&A techniques. But, just as we did ten years ago on the initial wave of European M&A deals, you work at it and gradually bridge the gaps.
I'm at my best working in a team. Other people give me my energy, my ideas, my spark. I guess that’s why I decided to become a solicitor rather than a barrister. I thought quite hard about the Bar — the vast majority of people in my year on the Bachelor of Civil Law (BCL) course at Oxford followed that route — but in the end I just didn't fancy the solitude. I’ve regretted many things in life, but never that decision.
Transactions are often about not getting lost in the detail. On the face of it the sale of Novar, the international conglomerate, on which I acted a couple of years ago, was a pretty complex deal. However, it actually all came down to delaying the one bidder we had in order to allow someone else — Honeywell, as it turned out — to come in with a higher offer. The secret to spotting what really matters on a transaction? Experience.
There’s a lot of bad drafting out there. Not so long ago I saw a warrant agreement — drafted by a firm that shall remain nameless — that was over 50 pages of unintelligible small-print. I asked the banker on the other side what the market actually wanted out of this warrant and he said two or three things — all of which seemed perfectly reasonable — and we wrote it down in a five-page document. There’s a huge difference between the people who think about what they’re drafting and the ones that don’t.
People have tried to persuade me to go into banking, private equity and all sorts of other stuff. I suppose that every time I’ve been intrigued by an opportunity, almost serendipitously something has happened at Freshfields to make me stay. The closest call was probably during the very tough times at the beginning of the 1990s. If I hadn’t rather fortunately bagged a key position on the Reed Elsevier merger, I could well have ended up following some of the many very good lawyers who left the firm at that time out of the door.
In a dream world earning a living isn’t a requirement. If money had been no issue, I’d have loved to have carried on riding — I rode at the Burghley Horse Trials in my year off between school and university — or maybe pursued a career in something related to photography, which is another passion. Having said that, the idea of early retirement doesn’t appeal. I get a tremendous buzz out of what I do: the challenges, the interesting people you meet, seeing the deals on which you’re working in the newspaper . . . there’s something very compulsive about it all.
I’ve certainly had some big disappointments. That doesn’t mean to say that I blame myself for them. It’s just that when you’re straining every sinew to try and achieve the result that the client wants, there’s always a degree of disappointment when you don’t achieve it. Going way back, I remember representing Kingfisher in its bid for Asda: we had a deal, then Walmart came in with a cash offer, and that was the end of that. It proved to be a major turning point for Kingfisher, and I felt very deeply for them.
No matter how well I do, I feel that I could have done better. That constant effort to improve keeps me running. It’s about insecurity, I suppose; something I think you’ll find is quite common in successful people. You look at someone’s track record and think, “How can they possibly be insecure?” But it’s there, deep within. I’m certainly well aware that there are lots of smarter people than me around.
The next few years will be all about the drive to quality. Quality people and quality deals at an increasingly select group of quality law firms, with the rest left down in the middle-market. It’s been happening for a while, but I’d expect a difficult economic situation to accelerate the process quite significantly.
Edward Braham is a partner in the corporate group at Freshfields Bruckhaus Deringer
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