Edward Dawes

A corporate lawyer with a focus on public companies, helping clients to plan and execute mergers, acquisitions and takeovers. Edward is corporate adviser to boards, individual directors and in-house lawyers on corporate and company law and is also a member of the firm's Retail and Leisure team.

Tel: +44 (0)870 733 0600

Email: edward_dawes@wragge.com

Best brains in...

Takeover bids, corporate governance and compliance with disclosure, transparency and listing rules

Highlight of your career so far?

Leading the team acting for FTSE 250 group Interserve in its successful takeover bid for AIM listed MacLellan. This was the largest corporate acquisition Interserve had done and the first major acquisition to be undertaken with its executive management team. Its choice of Wragge & Co to act was a testament to the trust and confidence that it placed in the relationship with us, both at board level and by the in-house team.

Most challenging job you've ever done?

Again, the MacLellan takeover. This was a cash and shares offer with a 'mix and match' alternative. It was a class one transaction for Interserve requiring shareholder approval. In addition, on our advice, Interserve chose to structure the transaction as a scheme of arrangement. The offer was the first in the country to be governed by new takeover code rules including announcing plans for the company and its employees. To cap it all, the timing of the transaction meant both the announcement of the offer and the posting of relevant scheme documents were preceded by bank holiday weekends. With so many challenges on such an important deal it was great to have such a supportive and committed legal team on the deal.

What about outside the UK?

That would have to be the sale of ACC Europe for AT&T. This was the sale of AT&T's long distance European telephony operations involving the co-ordination of advisers across Europe as well as in California, New York and the British Virgin Isles. The deal was transacted to a demanding timescale to comply with competition authority undertakings given in connection with AT&T's joint venture with BT.

What's your definition of going the extra mile ……. And when have you done it?

When a client's buy-out deal had totally collapsed due to the withdrawal of the primary lender, we took it upon ourselves to explore whether alternative lenders might be found. To the surprise and delight of the client and its private equity funders, we were able to find and introduce a new lender and the buy-out succeeded, resulting in a very successful and profitable onward sale later the same year. It is the fastest 'entry and exit' for a deal I have known; what's more the management team stayed with the buyer and the team leader ultimately became the buyer's group CEO.

Best example of a creative legal solution?

An activist competing-bidder shareholder had built up what it thought, and had been advised by its lawyers, was a 'blocking' stake that would prohibit a takeover of a relevant company without its prior consent or first refusal. We were able to construct a solution that enabled the takeover to proceed, without the need for such shareholder consent and without falling foul of takeover code provisions. The details – well not for public revelation I'm afraid; we might want to use it again!

When have you ever given a client a real competitive edge?

We were involved in an auction acting for a prospective FTSE 250 purchaser. We could see that one of the key issues concerning bidders was warranty and indemnity cover that the seller was not willing to provide. Rather than being macho and insisting that warranties were given, we worked with our Insurance team to find a win-win solution, using warranty and indemnity insurance to formulate a structure that gave our client full warranty protection, but in a way that was risk free for the sellers. As a result our client's bid was favoured over higher bids that required the sellers to bear full warranty exposure.

How do you get under the skin of a client's business?

'Knows me, knows my business' - five words that define a good lawyer/client relationship. When we won our panel position for RMC Group (now CEMEX) we took time to get to know its business, including going round a quarry, landfill operation, cement plant and ready mixed concrete plant so that we could understand first hand the core business operations. Standing on the top of the cement plant tower at Rugby on a windy day nearly scared me out of my skin rather than getting under the client's! When RMC chose us for its £141 million sale of the 'Hales Waste' division, a long and complex transaction, our understanding of the business enabled us to keep on top of the challenges and our relationship with the company has continued since its takeover by CEMEX.

What's your single greatest contribution to Wragge & Co's corporate responsibility?

I am a member of the Midlands appeals council for the charity DebRA, which is seeking a cure for the terrible and distressing genetic skin condition Epidermolysis Bullosa.

What's been written or said about you that you're most proud of?

There's been some nice stuff in Chambers and Legal 500, but my personal favourite are the letters from the chairman and the chief executive of James Beattie Plc, for whom we acted on its takeover by House of Fraser. This was the end of an era, and the start of a new one, for the listed department store group and a challenging time for its management, both emotionally and business-wise. The retiring chairman was kind enough to say 'I would like to put on record, both personally and on behalf of the company, sincere thanks for all the work you and your team have done – you have worked tirelessly and have been a delight to deal with Ed, thank you so much'. Beattie's chief executive wrote, 'It was great to work with such a professional individual and team, I believe the way in which you have represented your company has been excellent.' I'm proud of that!