annual_review_2009

REVIEW 2009Sustainable investment, innovative approach

Annual Review 2009 | 1

Joyce Cullen / Chairman

2009 has been a year of rapid change. New business challenges have been thrown up by the downturn, with recession following hard on the heels of the credit crisis. The Scottish legal landscape is set to be altered with a major review of the civil justice system by Lord Gill and the arrival of the Legal Services Bill, which could dramatically change the way legal advice is provided in Scotland.

As Chairman and as a litigation specialist I have direct involvement with clients operating throughout the UK, and take an active interest in the issues facing the wider legal profession. I understand, from hearing at first hand, what clients need and how those needs can also suddenly change. Brodies is used to change and I believe that our continuing programme of investment will make our services ever more integral to our clients’ businesses. We invest in technology, for instance, not for technology’s sake, but because it frees up time and resources to focus more on the important things – giving clients immediate advice when it is critically needed, and in between times building closer relationships, and maintaining them by providing support through secondment of our lawyers, seminars and workshops, updates and bulletins.

With clients’ interests in mind, I see the Gill Report of 2009 presenting a unique opportunity: to modernise and streamline the Scottish civil courts and their procedures. Modernisation is certainly welcome – for swifter and more cost-effective litigation and access to justice, to the general benefit of businesses and individuals across the country. The rise in demand for dispute

resolution in the current climate only serves to highlight the need for change.

By contrast, the Legal Services Bill may be seeking modernisation for its own sake. It is precisely because we are a modern law firm, in tune with a diverse range of clients’ interests and priorities, that we question whether the creation of alternative business structures would necessarily lead to greater competition and increased consumer satisfaction. Our view is that clients need to see and feel assured that the Scottish economy and society will be served by a well-regulated independent legal sector able to offer high-quality confidential advice, concentrating on their needs, and free from external influence. The detail of the regulation is awaited. Certainly, at Brodies we will not be deflected from our focus on delivering premium client care.

My role as Chairman also puts me right at the heart of the firm and its people. I have seen our lawyers and support staff respond magnificently to the challenges of the past year; providing the extra support to clients and demonstrating their talent for quality, innovation and enterprise. I am delighted too that, as the largest law firm headquartered and solely based in Scotland, we continue to expand our capability in areas where our clients need us, welcoming several new partners and associates as well as other professionals in 2009. We remain committed to building an ever stronger team and to developing new and lasting relationships, by keeping our eye on what matters: insightful, independent legal advice that gives our clients the competitive advantage, whatever change brings.

01 >Foreword

“ In a highly competitive field, receiving the Who’s Who Legal Law Firm of the Year Award for Scotland for a second time is an outstanding achievement. The consistently positive feedback we received recognises the firm’s continuing and exceptional individual and collective talent in this jurisdiction, and we have no hesitation in once again declaring Brodies LLP the leading firm in the country.”

Callum Campbell / Editor-in-chief / Who’s Who Legal

2 | Brodies LLP Annual Review 2009 | 3

Bill Drummond / Managing Partner

What a year that was. Few, if any, of us could predict in May 2008 what would be unleashed – a series of economic and financial infrastructure shocks over the following 12 months which ensured the emerging recession would be of a scale not witnessed for decades. It is against this backdrop that the 2009 reporting round of all Scottish businesses, including Brodies, takes place. The impact of 24 months of credit crunch has been felt forcefully across the whole country and indeed worldwide – underlining how connected we are globally, and how important it is for all businesses to look to initiative, enterprise, and creativity, as well as mutual support and collaboration.

Brodies has responded energetically. The modern business we have built up over the years has at its core a dynamism and flexibility that helps us better understand and assist our own enterprising clients – not least in facing the strategic decisions and tactical moves required in a recession. Providing cutting-edge legal advice and support is central; so is the commitment to business efficiency and reduction of costs wherever possible. In terms of both quality and value of legal advice I believe we are hard to match in the Scottish market.

2008/9 was the first year of our latest three-year strategic plan. While not unaffected by external pressures we have maintained constant investment in quality, skills, innovation, and technology. Twenty new legal practitioners, including nine new partners, have strengthened our capabilities, in insurance, corporate

recovery, pensions, and employment. We continue to nurture and attract talent; adding expertise in swiftly developing areas of the law, such as information technology, and in rapidly changing sectors of the economy, such as renewable energy or high-end business process outsourcing. A sector-focused approach and versatile, bespoke teams mean we can service major infrastructure projects or niche investments – this year, for instance, we set up a new funds team.

This review highlights recent work for clients across multiple sectors, along with some of our internal and community initiatives. I am proud that the activity has all been undertaken during a full-blown economic recession. Focused on supporting clients throughout this incredibly tough time, we have also been able to do the same for our own people and engagement policies.

Of the many examples of our work I could mention just three: our banking and financial services department, established only last year, was instrumental in two of the four UK bank rescues, and drafted Scottish legislation for the Banking Acts of 2008 and 2009. The team worked closely with specialists in projects and public law to secure the long-term future of the 3Rs project, a multi-million pound school investment by Aberdeen City Council – the first such restructuring following an international lender default. Our public law experts worked with our insurance team to lead a landmark challenge to the Damages (Asbestos-related Conditions) (Scotland) Act 2009 on behalf of global providers, potentially reshaping industrial disease

litigation. These examples illustrate neatly what the firm is all about: innovative and multi-skilled approaches, an unmatched insight into Scots law, a global outlook and capability, all giving our clients a real competitive advantage.

It’s one thing for me to voice the firm’s expertise, another to have it echoed externally. Nine of our practices are ranked No. 1 by the legal directories; and our skills and client care are increasingly recognised by major industry awards. Who’s Who Legal, produced by the official research partner of the International Bar Association, reviews the leading law firms in 50 countries worldwide, and has independently identified Brodies as the outstanding firm in Scotland for the past two years running. I’m especially pleased that our expertise and premium client service are being acknowledged more and more widely, and on a global stage.

Brodies’ commitment to investing in new technology is equally strong, and in Scotland we again lead the way. We are the first firm here, for instance, to use cutting-edge programmes such as Redwood, software that allows us to enhance client service and deliver greater efficiencies. Technology has also advanced our open engagement with clients. Our bi-annual seminar programme, recently expanded and enjoying record attendance, is supplemented year long by e-bulletins and legal updates. We have also launched a refreshed website, a TechBlog focused on IT and technology law, and numerous client extranets as well as planned information portals for employment and personal injury.

Overall our financial results for 2009 reflect this balance of inward investment and ambition on behalf of clients. The business continues to grow, with turnover increasing by 5.6%. Investment in the firm brought an increase in costs year on year, resulting in a 4.6% fall in operating profit to £14.3 million; details can be found at the end of this report.

The recession has underscored for the legal sector that there is no immunity from economic reality. The media has carried story after story of lawyer job losses, tumbling profits and consolidation pressures from financial exposure. Anxiety levels have been high and those paying careful attention to the wider UK industry know that thousands of highly qualified people have been forced into the jobs market. Brodies has not been immune and a small number of our people working for clients in the worst affected sectors have left the firm. We have, however, sought to be true to our commitment to transparency. Through a series of economic and trading updates we have kept the whole firm aware of the impact of the recession on clients and colleagues. I have met regularly with our lawyers and addressed those who have perhaps been seen at most risk, our graduate trainees and students ready to join us as trainees. Where possible we have transferred colleagues to busier areas, and continued to recruit in those areas where there is business need. Unlike many firms, we have not cancelled a single training contract and have welcomed our full graduate trainee intake to the firm – in 2008 and 2009. We also offered seven full-time roles to newly qualifying trainees this year. Strong businesses plan to support their

clients for the future, for which legal talent is always needed. I am pleased that we have adapted to changing market conditions and still supported the long-term investment which in turn maintains and delivers ever better services for our clients.

What of the year to come? Barely had we entered recession than some pundits were foretelling recovery round the corner. We may have seen the worst of the shocks, but who can really predict what the next 12 months will bring? The situation has been unprecedented and calls for concrete actions, not crystal balls. However, I can forecast that at Brodies we will do our level best, with the support of our clients and business contacts, to continue what we have started: planning for investment with sustained determination to provide businesses, public sector organisations and private individuals, Scottish, UK and global, with the best possible legal services and assist them in achieving their diverse goals, the likes of which we have highlighted in the following pages.

02 >Review


Contents

03> Banking & Financial Services .............................................................................................. .06

04> Business & Industry ................................................................................................................... .08

05> Commercial Property ................................................................................................................ .11

06> Education ........................................................................................................................................ .14

07> Energy, Environment & Waste.............................................................................................. .16

08> Insurance ........................................................................................................................................ .20

09> Knowledge & Innovation ......................................................................................................... .22

10> Parliamentary & Government ............................................................................................... .26

11> Retail & Leisure ........................................................................................................................... .28

12> Rural & Forestry ......................................................................................................................... .32

13> Technology & Information ...................................................................................................... .34

14> Transport & Infrastructure ..................................................................................................... .36

15> Urban Regeneration ................................................................................................................... .38

16> Accounts .......................................................................................................................................... .40

17> Services Index / Contacts ....................................................................................................... .42


Taylor WimpeyHelping put the refinancing of the Taylor Wimpey facilities back on track

Instructed by Allen & Overy LLP, Brodies acted as Scots counsel to The Royal Bank of Scotland plc and HSBC Bank plc, the co-ordinating banks involved in the restructuring of the Taylor Wimpey facilities in April 2009.

The financing deal, which included replacing financial covenants on Taylor Wimpey’s £1.6 billion revolving credit facility, meant that the UK’s biggest housebuilder did not need to turn to shareholders for fresh capital immediately, thereby boosting its shares.

> Banking & Financial Services

ING DirectActing at the cutting edge of the finance sector

Brodies represented direct bank ING Direct in the acquisition of over £3 billion of retail deposit business from Heritable Bank and Kaupthing Edge as part of the Treasury, Bank of England and FSA-led action to safeguard retail deposits. Brodies acted in the negotiation of the initial agreements and statutory transfer arrangements, with Slaughter & May representing the Treasury and Freshfields Bruckhaus Deringer representing the bank administrators.

Brodies worked with ING Direct over a period of months on the legal and regulatory issues involved in the transition of the accounts. Further legal support was provided by Brodies’ employment team in relation to issues arising from the acquisition.


> Employment

03 >Banking & Financial Services

350 deals£5.33 billionaggregate value of our top ten deals

Did you know? Amid unprecedented market turmoil and the ongoing impact of the credit crunch, Brodies has taken a lead role in defining the financial legal landscape, preparing the Scottish secondary legislation under the Banking Act 2009, including the new Insolvency and Administration Rules – measures intended to strengthen confidence in the UK banking system against a backdrop of global instability.

With acknowledged expertise in securitisation, compliance and regulation, our banking and finance specialists have also demonstrated skills rare in the UK, advising on the acquisition of the retail deposits of failing banks under the Banking (Special Provisions) Act 2008.

A panel member for all the high street banks, the Brodies team worked on more than 350 deals throughout the year, including some of the biggest and most complex banking transactions in Scotland – our top ten deals achieved an aggregate value in excess of £5.33 billion.


“ The corporate and property teams at Brodies have been absolutely key in the expansion of Baguette Express. They have provided tremendous support and their franchising and retail property experience has assisted our decision making.”

Billy and Robin Stenhouse / Baguette Express

Baguette ExpressPutting the baguette business on the fast track to franchise success

Entrepreneurs Robin and Billy Stenhouse, owners of fast-growing takeaway chain Baguette Express, realised after opening their seventh outlet that they had reached a critical mass and further growth would necessitate a new business model.

The Stenhouses bought the Baguette Express chain in 2004, attracted by its simple one-price-for-all approach. Seeing the potential for growth, the brothers decided to invest in a franchising plan, instead of continuing to run the shops themselves. Brodies, which has handled the company’s volume transactional work, advised on the structuring of their standard form franchise agreements.

The franchising investment has paid off. Baguette Express is one of Scotland’s fastest expanding retail businesses – with dozens of new acquisitions achieved over the last year, the company now has 54 stores open across the UK.

> Corporate

> Property

CSC Crop Protection LimitedSale plants seeds for new growth

In April 2009 we completed the sale of the Perth-based CSC Crop Protection group to Masstock Arable (UK) Limited. CSC Crop Protection is one of the UK's leading distributors of agro-chemicals and providers of related agronomy services, and Masstock is the UK subsidiary of a multi-national food production and agri-nutrition business.

Brodies has a long history with CSC and originally acted on the purchase of the group in January 1995. The close relationship our corporate team has built up with CSC and its owner over 14 years is typical of the Brodies approach. In that time we have acted on all the legal issues arising from the business, including the buyout of a listed private equity institution’s shareholding in the group, a restructuring and refinancing.

A full range of Brodies’ services was deployed on the sale in 2009 – this transaction now promises further business opportunities across Scotland and the UK to the new partners, as Masstock’s seed and fertiliser products and arable research capabilities will be added to CSC’s portfolio of agro-chemicals and crop-spraying services.

> Corporate

> Property

> Tax

> Environment

> Employment

04 >Business & Industry

Did you know? In a year that saw widespread challenges for all businesses, Brodies’ corporate and commercial expertise has helped clients achieve growth and acquisitions and make the most of opportunities – we have even launched a cross-departmental funds team. We have supported clients in managing change in very difficult circumstances – providing the expertise necessary to assist recovery or steer the redundancy handling process to a positive outcome.

We also continue to demonstrate our versatility in understanding client needs in the internet era. As Scotland celebrated Homecoming, 250 years after the birth of Robert Burns, Brodies was only too pleased to draw up the terms and conditions for Young Scot’s Homecoming website – an interactive portal which allows users to share photos and videos to celebrate young people and Homecoming Scotland.


Max PropertyHelping a newly listed fund secure a major industrial portfolio

Brodies acted for Max Property, the AIM-listed investment vehicle of Nick Leslau and Mike Brown, on the Scottish aspects of its maiden purchase – the acquisition of a portfolio of industrial and warehouse properties from Ernst & Young, acting as receiver for Dunedin. The deal saw Max Property, which is managed by Leslau and Brown’s Prestbury Investments, acquire more than 85 properties with 1,262 lettable units. The purchase price including all acquisition costs was £227 million, with debt provided by Eurohypo AG.

The strategic acquisition will be viewed by many as a sign that the most experienced investors in the market now see significant opportunities to acquire property at historically low prices.

> Property

05 >Commercial Property

Did you know? Brodies was behind the largest office investment deal in Scotland’s capital this year.

Behind one of the most talked about property acquisitions in the country.

And, in these troubled times, well ahead of the competition. In deal after deal our commercial property team demonstrates again and again its core strength in this sector, bringing in new clients and strengthening essential networks in times of flux. We continue to be the largest property team based solely in Scotland, with an unrivalled knowledge of the Scottish property market and its dynamics.

04 >Business & Industry

John Bean TechnologiesInvestment brings global boost to food engineering

As a global provider of technology solutions to the food processing and air transportation industries, JBT (John Bean Technologies) Corporation was keen to grasp new opportunities to take their service provision to the next level. Double D Food Engineering, based in West Lothian, is a recognised UK leader in the design, manufacture and installation of custom-built cookers and ovens for the baking industry. Founded in 1978 the company has earned a reputation for its ability to meet the changing needs of the food industry through innovation and technology; as such Double D offered just the right products and synergies to complement the JBT portfolio.

Brodies advised JBT FoodTech, part of JBT Corporation, in acquiring the assets of Double D. Experts from across the firm were involved in the strategic deal – which had all the right ingredients for both parties. The acquisition has not only opened up new doors for JBT FoodTech but now also facilitates the marketing of Double D’s products and cooking technologies worldwide.

> Corporate

> Property

> Tax

> Employment

> Technology, Information & Outsourcing

Did you know? Our corporate restructuring and insolvency team is a specialist unit experienced in advising banks, insolvency practitioners and businesses on all aspects of restructuring and insolvencies. As well as drafting the new Insolvency and Administration Rules (Banking Act 2009), our team has also given evidence to the Scottish Parliament on insolvency-related matters and one of our partners is Chair of R3, the Association of Business Recovery Professionals, Scottish technical committee.

“ We were keen to appoint a firm able to seamlessly handle this important transaction for us, which has enhanced our solutions for both the UK and global markets by complementing and extending our current offering. Brodies…understood our commercial objectives and ensured these were achieved in the deal. We were delighted with the focused and pragmatic advice we received.”

Kenneth Dunn / General Counsel / John Bean Technologies Corporation


05 >Commercial Property

Ashtenne Industrial FundDriving sales in the industrial sector

With a UK-wide presence, the Ashtenne Industrial Fund is a leading industrial asset manager. Launched in July 2001, the Fund invests in single and multi-let industrial properties – its wide-ranging portfolio includes factories, warehouses and industrial and business units.

Brodies’ commercial property specialists advised on the sale of four significant Scottish industrial estates on behalf of the Fund this year. Two of the properties are in Lanarkshire – Clydesmill Industrial Estate in Cambuslang, and Righead Estate in Bellshill – while another of the properties, Phases 2 and 3 at Bilston Glen Estate in Loanhead, is located south of Edinburgh city centre. Brodies’ contribution ensured that these three estates sold at a combined price of over £5 million.

In addition, Brodies' role was pivotal in a further significant deal for Ashtenne, acting for the Fund in connection with the sale of the modern multi-let development at Colvilles Park, East Kilbride. This 70,000 sq ft industrial park, built in 2006 and consisting of 26 high-spec units, was sold for £3.4 million.

> Property

Aberdeen City Council Overage ensures value for money where property is undersold

Overage clauses are commonly used by public bodies to obtain the best possible return on land or property where the value of those assets is expected to peak at some point in the future. In a recent land deal dispute between Aberdeen City Council and a developer, Brodies represented the Council, who had included an overage clause in the missives to ensure a profit share between them and the developer at the point of sale. As the sale price fell approximately £5 million short of the open market value of the land, the Council contended that the profit share should be calculated using the market value – while the developer, who sold the site 'off market' to a related company, maintained that this did not reflect the terms of the missives that had originally been concluded.

Brodies successfully persuaded the Court of Session to declare that, in terms of the contract between the parties, any overage due to the Council should be calculated with reference to the open market value of the land. As a result of this important decision, the public purse remains protected and the Council can continue to ensure receipt of best value in this transaction.

> Litigation

> Property

Princes Exchange Landmark office building changes hands for circa £55.7 million

At a key junction in central Edinburgh stands New Uberior House and Princes Exchange, an award-winning ‘Grade A’ office complex which provides high-quality modern office space on the ground and five upper floors with a total combined space of 158,501 sq ft. Retail space on the ground floor and a 175-space basement car park provide additional features for the property.

Brodies completed the purchase of this landmark building at Tollcross for approximately €65 million (£55.7 million) on behalf of iii-BVK Europa-Immobilien-Spezialfonds, an institutional real estate fund of Bayerische Versorgungskammer (BVK) managed by Invesco Real Estate. As part of a global investment management business, Invesco Real Estate provides access to cross-border real estate investments for institutional clients.

The whole property is currently let to the Bank of Scotland, a wholly owned subsidiary of the Lloyds Banking Group, with 16.5 years remaining on the lease, and is home to Bank of Scotland Corporate and a number of professional firms.

Supporting Invesco Real Estate’s commercial property specialists have been experts from Brodies’ corporate tax team, advising on capital allowances and VAT, and from our employment department, which has provided guidance on associated TUPE issues.

The deal has been one of the biggest property transactions in Scotland this year.

> Property

> Tax

> Employment

“ We are very pleased to have secured this high-quality, well-located property in Edinburgh, which is one of the key markets in the UK. Brodies steered this project to a successful conclusion with the kind of commercially attuned advice you’d expect from leading property lawyers and specialists in tax and employment.”

Rob Johnston / Director of UK and Nordic Transactions / Invesco Real Estate

Did you know? Brodies has specialist teams across the firm that understand the legal and business needs of the education sector – from property funding and estates development to employment and risk management issues.

We have long-standing relationships with institutions of all types and are developing new ones all the time. This year our construction and EU procurement teams began working closely with Depute Principal Paul Sherrington and the design team at Banff & Buchan College to help steer it through the complexities of a major design and build refurbishment of campus facilities.

Education also plays a central role here at Brodies. We support a variety of school projects and cultural events, and our solicitors teach university diploma courses as well play an active role in the Law Society of Scotland’s working group on changing legal education and training needs.

Schools Artwork ProjectsNurturing the creative spirit in young people

Over the past year, Brodies has been able to sponsor a number of artwork projects at several schools in Edinburgh and Glasgow. Through the projects many children have had the opportunity to work with professional artists who have encouraged and developed their ideas and creativity, and exposed them to a huge range of artistic styles and media – from photography to ceramics and working with fabrics.

We are delighted to support these workshops and then provide our boardrooms and offices for formal exhibitions, so that the children can showcase their work and invite family and friends to view.

Aberdeen City Council3Rs right in place after restructuring

Brodies has been advising Aberdeen City Council on its 3Rs project since inception. The 3Rs – Reorganise, Renovate, Rebuild – is a first step in the regeneration of Aberdeen City Council’s schools estate, making it fit for the 21st century. The project is being implemented through a Non-Profit Distributing model, with support from the Scottish Government. The Council was able to draw on Brodies’ expertise in complex public sector project delivery.

The £130 million schools project reached financial close in December 2007. In late 2008 the financial difficulties of the senior lender to the project – Icelandic bank Landsbanki – put the whole scheme at risk. Brodies was instrumental in advising the Council on the assessment and implementation of project rescue and restructuring options. In a unique situation, requiring urgent and innovative strategic advice, not to mention sensitivity to local, national and international political issues, the skills, resources, and experience of Brodies’ teams were essential in securing the project.

The outcome was a successful restructuring which put the project on a stable footing with the continued construction of 10 new schools. 3Rs is believed to be the first project in the UK to be restructured following a lender default, and the first in which a local authority has provided interim funding to its own project.

> Projects


> Public Law

General Teaching Council for Scotland Vigorous support for rigorous standards in teaching

Making sure the Scottish educational system remains world-class is no easy task. The General Teaching Council for Scotland (GTC Scotland) is the independent professional body which enhances teaching standards and promotes and regulates the teaching profession in Scotland. It strives to be a world leader in professional education issues. It was the first professional registration body for teachers in the UK and one of the first teaching councils in the world.

We welcomed GTC Scotland as a new client to Brodies in 2009. We support the organisation in its role as regulator of teachers in the public interest by appearing on its behalf at disciplinary proceedings where teachers or prospective teachers have been convicted of criminal offences or face charges of misconduct or incompetence. In this capacity and in providing broader advice, we will assist GTC Scotland to meet its duties and in so doing maintain the highest levels of teaching standards throughout Scotland.

Annual Review 2009 | 15 14 | Brodies LLP

06 >Education


Your Energy and New Lives New Landscapes Financial solution gives energy a fresh future in West Lothian

Your Energy is an independent UK-based renewable energy company, whose approach is typified by local consultation and excellence in planning and design. Working with green developer, New Lives New Landscapes, which promotes and implements sustainable development projects, Your Energy was looking to build a wind farm right in the heart of Scotland’s central belt.

Rather than wait for the debt market to re-establish itself following the credit crunch, Your Energy elected to begin construction of the wind farm on an all-equity basis. This meant there was no bank to provide the usual decommissioning bond guarantee. Brodies’ team, advising on the project, quickly developed an innovative solution to the problem by way of legal agreements and monies held on escrow.

Pates Hill wind farm in West Lothian is now under construction and its seven turbines will have a 14MW operational capacity by early 2010.

> Planning

2325 megawattsof wind energy operational capacity supported to date

07 >Energy, Environment & Waste

Did you know? The work we undertake in the energy, environment and waste sectors reflects the complexity of the issues and the diverse capabilities of our teams – Brodies offers full-service expertise in regulation, planning, procurement, projects, banking, commercial contracts, construction and property, not to mention environmental law.

That means you’ll find our leading lawyers providing corporate advice for utilities and offshore companies, guidance on land contamination and environmental impact assessments, delivering complex project finance, and driving forward planning permissions for biomass plants and combined heat and power. And, of course, taking an energetic lead on renewables.

“ The speed and resourcefulness of Brodies is impressive. Without a bank involved to provide a financial bond backing future obligations, we faced a major stumbling block on this project but Brodies achieved a novel solution to enable development without delay.”

Steve Hunter / Senior Development Manager / Your Energy


07 >Energy, Environment & Waste

Co-operative Bank plcCollaboration that delivers renewable energy opportunities to more developers

We advise Co-operative Bank plc on the financing of numerous wind and hydro renewable energy projects in Scotland and England, as far apart as Benbecula and Cornwall. The Bank is part of a family of businesses that share the same co-operative approach – such as supporting communities on their doorstep and beyond – and has an active policy of supporting renewables investment.

The Bank has therefore sought to extend the availability of project finance to smaller scale projects. The advantage of project finance for borrowers is that it avoids the need for landowner-developers to grant security over non-project farm assets as a condition of obtaining finance – that means developers will not have to put their house or farm at risk, and it gives them the opportunity to do more business.

We not only help manage the project documents, but also support the Bank with due diligence on various contracts and land interests, and prepare the loan and security paperwork. In particular, we have been seeking to establish a replicable due diligence process for the Bank – with the aim of reducing both the costs and time of project set-up.

> Projects


> Property

> Construction & Engineering

Arawak Energy LimitedCorporate governance issues at the heart of an oil and gas dispute

Brodies’ commercial litigation team has been involved in a complex multi-million pound dispute regarding directors’ duties and knowing receipt by a competing company of an oil and gas opportunity in Azerbaijan; the team successfully obtained a first instance judgement to the effect that a non-executive director had breached the duties he owed to our clients, a subsidiary of Arawak Energy Limited. This is an independent company engaged in the exploration, development and production of oil and natural gas in Russia, Kazakhstan and Azerbaijan.

The director appealed and the six-day reclaiming motion was considered by three judges in March 2009. The appeal was successfully resisted, with the Inner House of the Court of Session confirming that, in failing to bring a business opportunity to the attention of the company of which he was a director, he acted in breach of his fiduciary duties. The decision is likely to be viewed as the leading Scottish case on directors’ conflict of interest.

> Commercial Litigation

Land

Tax

GridConnection

TurbineSupply

Balance ofPlant

Financing

Regulatory

OfftakeContracts

Planning &Consents

Carbon Capture& Storage

Combined Heat

& Power

Bio

Energy

Hydro

Energy

Dis

tric

t H

eati

ngSc

hem

es

RenewablesProject Financing

Energy

Wind

Renewables

Purchasing

Serv

ices

ESCO


Petition for Judicial Review of the Damages (Asbestos-related Conditions) (Scotland) Act 2009

Brodies’ public law litigation and insurance teams have been working together on a ground-breaking legal challenge to an Act of the Scottish Parliament. On behalf of insurers Aviva, AXA, RSA and Zurich, Brodies launched a judicial review of the Damages (Asbestos-related Conditions) (Scotland) Act which would allow claims for compensation for a condition, asymptomatic pleural plaques, which the House of Lords said did not amount to an injury or a disease. The case – which is being defended by the Scottish Government and by a number of individuals who would benefit from the Act – is being heard in the Court of Session in Edinburgh.

The challenge has focused on breaches of the insurers’ rights under the European Convention on Human Rights – the argument being that the Act is retrospective and amounts to Parliament rather than the courts deciding such cases, and that it cannot be in the public interest or proportionate (as required by ECHR) to compensate people who have not suffered harm.

The Judicial Review represents one of the few legal challenges to an Act of the Scottish Parliament since devolution in 1999; as such it will have major implications for both public law and industrial disease litigation.

> Public Law

> Insurance

The ICL Inquiry

In May 2004 an explosion occurred in the ICL Plastics (commonly known as the Stockline Plastics) factory in Glasgow which resulted in nine deaths and multiple injuries. In January 2008 a public inquiry was set up under the chairmanship of Lord Gill to investigate the circumstances of the explosion.

Brodies subsequently represented a leading gas supplier in the public inquiry. The investigation, which concluded in the summer of 2009, was the largest of its kind in Scotland and the first Scottish and UK Government public inquiry. It investigated the cause of the explosion and the industrial handling of Liquid Petroleum Gas (LPG) – its findings are expected to shape the future of regulation in the industry.

> Insurance

Langstane Housing Association Ltd v Riverside Construction (Aberdeen) Ltd & Ors

A multi-million pound claim, against the contractors, architects and consultant engineers, arose from the partial collapse of a building in Union Street in Aberdeen in the course of renovation. The subsequent court case caused a stir in the UK construction industry.

In an intricate case involving contract law, allegations of professional negligence and construction law, Brodies acted for the engineers. The result was the first ever decision in the UK on the enforceability of net contribution clauses in construction contracts and the applicability of the Unfair Contracts Terms Act 1979.

Net contribution clauses are frequently used in construction contracts to restrict the liability of one of the contracting parties, so that they do not have to shoulder responsibility for all losses when others have also been negligent or in breach of contract.

The court decided that a net contribution clause was incorporated into the contract and that the engineers would be held liable for the consequences of their own breach of duty only and not for the breaches of duty of others; while it was also deemed not unfair or unreasonable for the employer to bear the risk of possible insolvency of those that they appoint, something which could be sufficiently covered by insurance.

> Commercial Litigation

08 >Insurance

10 newinsurance specialists

Did you know? Two new partners and a further eight solicitors joined the Brodies insurance team, to provide one of the most specialised and full-service insurance law offerings in Scotland. We continue to advise leading insurers, Lloyd’s Syndicates, P&I Clubs, brokers, adjusters, public authorities and private corporations, drawing on the strength in depth of more than 50 litigators and leading individuals with a wealth of experience.

Brodies also continues to be involved in a number of significant, in some instances even landmark cases, such as the Judicial Review of pleural plaques; while our expanded casualty team has brought to a successful outcome several complex multi-million pound catastrophic injury cases (including some where the question of the public funding of care has been the central issue), which have required extensive and sensitive investigation, and strong, effective negotiation.

Three firsts for Brodies in Scotland’s insurance sector


Did you know? Brodies is the only Scottish law firm to have a presence on the Banking Legal Technology Portal, an exclusive site for global financial institutions and corporates – nine leading international law firms providing the best legal articles, guides, updates and case summaries for in-house counsel.

We are also the first firm in Scotland to invest in the Redwood Business Intelligence system. This gathers accounting and other data from the firm’s practice management system, generating information that can directly support and enhance superior client care. We have chosen to release this software and information across the firm so its benefits can be recognised in all the client-facing parts of the business.

And we add know who to the know-how: alongside industry leaders, some top-level decision makers and influencers of all political shades have been regular visitors to Brodies in 2009. With our colleagues at the Scottish Council for Development and Industry, we hosted a discussion on the national economic recovery with Lord Mandelson and a business roundtable with leading Scottish Conservatives.

Banking Act 2009New regulation, better banking, stronger institutions

The current economic climate and the seismic shifts seen recently in the banking world have resulted in a stream of new legislation which has directly or indirectly impacted on the financial services industry throughout the United Kingdom. The upheaval in the financial markets has also led to several major FSA-driven reviews on retail distribution, liquidity and capital adequacy.

These unprecedented events have involved Brodies advising at short notice, and for clients on both sides of the border, on a wide range of complex emerging issues. Sought for our expertise in banking regulation, insolvency and restructuring, and our ability to find cutting-edge solutions to novel problems, our teams were asked to draft the new Insolvency Rules and the Administration Rules applicable to Scottish banks under the Banking Act 2009. This landmark legislation will usher in major regulatory changes to the way the UK banking industry operates, promising greater global stability and increased public confidence.

We have also assisted four UK banks with their documentation and processes for the new Payment Services Regulations which take effect from 1 November and will have a major impact on payments into and out of bank accounts and related account conditions.

Further important regulatory changes will flow from the Consumer Credit Directive which will be implemented in the UK by new regulations due to come into effect in June 2010. We are working with our banking clients to ensure their consumer credit agreements and marketing are compliant, pre-contract information and product explanations are prepared, and compliance with the new OFT Irresponsible Lending Guidance is addressed for the new regime.


09 >Knowledge & Innovation

“ Brodies LLP combines modern commercial thinking with excellent client service.”

Judges panel / STEP Private Client Awards 2009

Annual Review 2009 | 25 24 | Brodies LLP

Family Limited PartnershipHistoric legal innovation for modern wealth management

Trusts are no longer the safe haven for tax planning that they once were, as their benefits have been significantly eroded in recent years – in particular, by the impact of the Finance Act 2006. This presented a challenge for Brodies – to find a solution that allows families to protect and preserve their wealth for future generations, while also avoiding inheritance tax charges, a particularly pressing issue amidst the wider economic downturn.

With clients’ needs at the forefront, experts from several of Brodies’ departments have developed an innovative, tax-efficient estate planning tool – the Family Limited Partnership (FLP). Using the legal structure of the Limited Partnership Act 1907, the FLP can hold a wide spectrum of assets and allows gifts to be free from inheritance tax provided the donor survives for seven years. This is a bespoke vehicle for families to pass wealth on to the next generation giving the donor almost the same level of control that would have been enjoyed had a trust been used instead. Furthermore, the Scottish FLP can be used by UK-domiciled taxpayers both throughout the UK or resident abroad.

> Private Client

> Tax

Outsourcing Hub InitiativeScotland as a global outsourcing destination

Since its launch in 2008, Brodies’ Outsourcing Hub Initiative has gained such momentum that it is now squarely on the Scottish national economic agenda. Led by Andrew Rigby, Brodies’ Head of Outsourcing and Outsourcing Professional of the Year (National Outsourcing Association Awards 2009), the Hub Initiative has focused on engaging business and political leaders in a cross-industry and cross-sector discussion of Scotland’s potential as a provider of high-end outsourced services.

The Hub Initiative has worked to dispel common misconceptions about outsourcing and to advance the proposition that Scotland is well placed to deliver high-quality business process and knowledge-based services to customers throughout the UK, Europe and beyond. Already attracting significant media and industry interest, Brodies has now taken the issue centre-stage with the Scottish Government.

In June this year Brodies was invited to join the Scottish Development International delegation to the NASSCOM summit in Bangalore, India, which examined global business process outsourcing strategies for the next five years; and in August Andrew Rigby spoke alongside Scotland’s Minister for Enterprise, Energy and Tourism, Jim Mather MSP, at a session in the Scottish Parliament to discuss next steps with key interested parties from across the public and private sectors.


09 >Knowledge & Innovation

Did you know? Our practice is built around sharing the best legal insight and business intelligence. Over the past year we launched Brodies’ TechBlog, a blogging site dedicated to up-to-the-minute commentary on IT and technology law; while several of our partners have also been updating definitive reference works on topics as diverse as planning, Scottish constitutional law and Scottish wills.


West Lothian CouncilSuccessful representation at appeal

Complex issues were at the heart of two planning permission appeal inquiries for West Lothian Council in 2009. Brodies represented the Council at the public local inquiries. A proposed housing development in Livingston had been refused because of contaminated land and the loss of trees; a further hotel development at a golf course in Livingston had been rejected over issues of the loss of allocated open space, and the impacts on local visual amenity and on the road network.

In both cases we successfully argued on behalf of the Council that permission should be refused, upholding the decision by the councillors to refuse permission contrary to the recommendation by their officers. This required an innovative approach, with Brodies instructing professional consultants to give evidence on behalf of the Council, as the Council officers could not support the Council’s case having given a contrary recommendation.

> Planning

Personal Care and Public Policy Helping to clarify free personal care in Scotland

There has been significant public and legal debate about many aspects of the Scottish Government’s policy on free personal care for the elderly, including whether local authorities should or should not charge for food preparation services. This was an area in which a number of different legal opinions had been expressed and where Government guidance was thought to be unclear.

Brodies’ public law team has been working alongside public bodies and individual councils, in moving this complex issue to a successful conclusion.

We have represented councils in court action relating to the provision of personal care and, in the wider context, have played an active role alongside the Scottish Government, and representatives from COSLA and individual authorities, in a legal issues group established in the aftermath of the Sutherland Review of free personal care. As part of that group Brodies has worked on amendments to regulations and on changes to the guidance issued by government to local authorities. The regulations were finally amended in April 2009 and the new guidance has been out for public consultation.

> Public Law

Scottish Environment Protection Agency Advice at the recent Trump public inquiry

There have been few higher profile leisure development projects in Scotland over the past few years than the proposed £1 billion golf course and resort at Menie House in Aberdeenshire. The public inquiry into Donald Trump’s proposed development, which will include championship golf courses, a luxury hotel, housing and holiday homes, has been generating worldwide interest.

Brodies advised the Scottish Environment Protection Agency (SEPA) on its submission to the inquiry. SEPA’s case was that insufficient information had been provided to assess the potential threat to the status of groundwater and wetlands on the development site. The presentation of evidence involved consideration of the interaction between the planning system, and the Water Framework Directive and the Water Environment and Water Services (Scotland) Act 2003.

> Planning

10 >Parliamentary & Government

Did you know? Our work for public bodies encompasses every aspect of the law, spans all public services and industry sectors, and involves experts from across the firm.

In the 10 years since devolution was introduced in Scotland, we have marked ourselves as one of the few firms that have an authoritative command of public law and constitutional matters.

This means everything from understanding the finer details of essential legal matters (such as advising the Scottish Parliament on its building maintenance contracts) to bold challenges to Acts of Parliament.


Academy Music Group LimitedGroup offers new venue through a finely tuned acquisition

Academy Music Group Limited (AMG), part of Live Nation, is the UK’s leading owner and operator of nationwide live music and club venues. Committed to enhancing the music experience for fans, AMG entered into a strategic partnership with O2 at the beginning of the year. The group now owns and operates 13 sites in cities across the UK, including four venues in London – such as the O2 Shepherd’s Bush Empire and the O2 Academy Brixton. Collectively, these venues attract over 3.5 million customers a year.

This year Brodies advised AMG on its purchase of a majority share of Tecjet Limited, the owner of the ABC music venue on Sauchiehall Street, Glasgow. The distinctive building, once home to Scotland’s first cinema, is now the O2 ABC Glasgow, one of Scotland’s most popular live music and club venues. It complements the Group’s other city venue, the 2,500-capacity O2 Academy Glasgow, which was acquired in 2002 – a welcome investment in Glasgow’s thriving music scene.

> Corporate

> Property

Hamleys of London Iconic toy store launches in Glasgow

Hamleys is a brand synonymous with toys and its flagship store in London’s Regent Street a world-famous tourist attraction. Hamleys operates a travel format in airports and opened its first two international franchise stores in the Middle East last year. The business is focusing on stand-alone stores as part of its global expansion strategy.

The first of the UK regional stores will be in Scotland, and Hamleys is opening in 2009 with a 30,000 sq ft shop in the new multi-million pound extension of the St Enoch Centre, Glasgow. Brodies began working with Hamleys this year and helped the company acquire the lease in Glasgow. The iconic toy-shop brand will be a welcome addition to central Glasgow shopping.

> Property

Edinburgh ZooSupporting the Zoo’s plans for 21st century conservation needs

Edinburgh Zoo has been open to visitors since 1913 and is Scotland’s second largest paid tourist attraction. Already one of Europe’s leading centres of conservation, education and research, the Zoo’s 20-year Masterplan will see it develop into a world-class facility. Plans include four major ‘biomes’ to house complete, multi-animal habitats.

The Zoo is located on 82 acres of parkland. Brodies advised the Zoo on its proposal for housing development on surplus land, to provide funds for future growth. Our planning team worked with the Zoo’s own experts to present the development case at the hearing held as part of the City of Edinburgh Local Plan inquiry.

> Planning

11 >Retail & Leisure

112retailers we acted forover the past year

Did you know? No other firm in Scotland has the range and depth of our retail sector experience.

Our services to the leisure industry are in equally good shape – we have been active with a wide array of clients spanning the hotel, sport and health club sectors (including Starwood Capital, Fitness First and Kingsbarns Golf Club), and the hospitality and restaurant sectors (such as The Individual Restaurant Company, La Tasca and Pizza Hut).


Scottish Schools Swimming AssociationChampioning young swimmers across Scotland

For almost 60 years, the Scottish Schools Swimming Association (SSSA) has been fostering the development of aquatic sport in schools and colleges around Scotland. With Brodies’ support and sponsorship, the SSSA organises and runs three major competitions: the Scottish Schools Championships, the Scottish Schools Team Championships, and with counterpart bodies in Wales, Ireland and England, the annual WISE International.

Over the years, many talented swimmers have competed at SSSA events and gone on to have successful sporting careers, even representing Scotland and Great Britain at international events. With the Olympics in London in 2012 and the Commonwealth Games in Glasgow in 2014, the volunteers at SSSA, including many teachers in schools, are providing a professional, competitive framework for a new generation of Scottish and British swimmers.

Competition is just one aspect of what the SSSA is all about. Through swimming it promotes a healthy active lifestyle among young people, as well as awareness of water safety and the importance of both team work and leadership.

Vivienne WestwoodFashioning a Scots boutique for the iconic designer

Since the 1970s Vivienne Westwood has carved a name for herself as a designer of uncompromising, cutting-edge style. As a retailer, Vivienne Westwood has stuck to a policy of opening boutique stores in only a few desirable locations. Currently, the designer has three stores in London, plus others in cities such as Paris, Milan, Tokyo and Moscow. A new shop in Glasgow’s Princes Square represents Vivienne Westwood's first venture north of the border.

Brodies advised on the acquisition of the Vivienne Westwood unit in Glasgow – a flagship deal for the new owners of the Princes Square Shopping Centre. Our team reacted quickly to ensure the deal was in place before a pressing deadline. The new outlet adds to Glasgow’s position as a key shopping destination for luxury goods and designer brands.

> Property

Poundland New stores to offer value and variety

Established in 1990, Poundland has been a retail success story, growing from strength to strength across the UK. Its retail concept is based on value and variety, and Poundland stores offer upwards of 3,000 items each priced at £1.

With more than 200 stores in the UK, Poundland is continuing its expansion plans in Scotland. Over the past year, several new stores have been opened including Perth, Dunfermline, Stirling, Airdrie and Alloa; and Brodies’ commercial property team has assisted in the process of acquiring all of these leases as well as providing day-to-day legal advice on all Scottish legal matters as Poundland constantly develops its exciting offering.

> Property

11 >Retail & Leisure


Co-operative FarmsHelping the Co-operative bring fresh produce from ‘Farm to Fork’

Covering more than 60,000 acres across England and Scotland, Co-operative Farms is the UK's biggest farmer working with landowners on contract farming agreements, tenancies and partnerships but also on Co-operative owned farmland. Their output, much destined for the supermarket’s own ‘Grown by us’ range, includes soft fruits as well as grain and potatoes – a significant part of this is produced in Scotland.

In a fast-changing industry, Co-operative Farms keeps ahead with investment in operations, research and environmental management. This year saw a major development in setting up a state-of-the art strawberry packing facility near Dundee. Brodies advises Co-operative Farms on the legal matters involved in day-to-day running of the organisation in Scotland as well as acquisitions.

> Agriculture & Estates

River Lochy Fishing for shares in the Highlands

The Rivers Lochy, Spean and Roy near Fort William, some of the most scenic rivers in Scotland, provide first-class fishing amidst the backdrop of a dramatic Highland landscape. The River Lochy Association owns the salmon fishing rights in these rivers and their tributaries and manages cottages and a fish hatchery.

Brodies completed a complicated purchase of a share in the syndicate of the River Lochy Association for an existing private client from a US-based owner. The purchase of fishing rights complemented an earlier transaction carried out by Brodies, the purchase of an estate for our client further up the Great Glen.


Achlain Estate Estate capitalises on wind potential in the new millennium

Achlain is a working estate centred on Glenmoriston deep in the Scottish Highlands. With over 2,500 acres of open hills, woods and farm land, Achlain offers outstanding potential not only for a wide range of sporting activities such as stalking and shooting, but also for the generation of clean energy through wind farming.

With exceptional experience of land diversification issues, Brodies’ agriculture and estates team has been advising Achlain not only in relation to sporting leases, but also in connection with the development of renewable energy facilities. A significant part of the Millennium Wind Farm, a project which became fully operational earlier this year and is expected to displace up to 84,000 tonnes of CO2, has been built on the heather moorlands of the Achlain Estate.


12 >Rural & Forestry

“ Few people appreciate the complexity of running a modern estate business – Brodies’ lawyers certainly do. In practically every sphere, from land law to wind farming, they've shown themselves to be the real legal experts.”

David Gillies / Estate Factor / Achlain Estates

Did you know? Our agriculture and estates team advises on all aspects of rural property and business, combining an understanding of traditional methods and approaches with tax and estate planning and a modern focus on diversification and development.

In the last year the team has been assisting clients with commentary on the Flood Risk Management (Scotland) Act 2009, and on proposed legislation on wildlife, the natural environment, ancient monuments, and land reform. We are actively involved in rural representative bodies (including the Scottish Estates Business Group and Scottish Rural Property and Business Association), have launched an ongoing programme of mini-conferences, and later this year our consultant Somerled Notley publishes his authoritative handbook on Scottish Agricultural Law.


13 >Technology & Information

Standard LifeInvestment in technology will bring new standards in programming

When Standard Life decided to utilise an off-shore development solution, it turned to Brodies’ technology, information and outsourcing group. Standard Life has a diverse business which includes life assurance, pensions and investment management, and healthcare insurance.

Brodies was instructed by Standard Life on a major project to create a software development facility in Chennai, India. The Chennai site is run by the global IT solutions company L&T Infotech, and is intended to support Standard Life’s internal software development function through a combination of on-site and off-shore software engineers.

Teams from across Brodies advised Standard Life on all aspects of the deal, which will enhance the company’s agility in programme development and achieve synergies in IT capabilities across its global business.



> Employment

> Tax

Invitrogen LtdAdvice and support for the busy in-house legal team of a life sciences leader

Invitrogen, part of the Life Technologies Group, is a global provider of essential biotechnology tools and consumables, with a presence in 100 countries and a portfolio of more than 50,000 products and services. Brodies has been supporting the company’s UK legal team providing additional capacity for corporate re-organisation issues and commercial contracts, as well as specialist expertise on new employment policies and competition law and regulatory compliance across multiple European jurisdictions.

Nearer to home we have advised on property and construction matters relating to the company’s development of its facilities in Paisley. And with two of our corporate lawyers currently seconded to Invitrogen we continue to meet the legal needs of this growing life sciences company.

> Corporate

> Property

> Employment


Spirit AeroSystemsFull legal ground support as aviation supplier flies high

Spirit AeroSystems has been flying high and Brodies has been busy keeping up with them. The company is the world’s largest independent supplier of commercial airplane assemblies and components. Its European base at Prestwick manufactures aerostructures assemblies for major aircraft manufacturers.

This year Brodies has provided ongoing advice and support to the UK-based contracts and procurement team at Spirit AeroSystems in relation to key contracts to support aviation programmes with major aircraft manufacturers. We have assisted Spirit’s UK board over the course of the last twelve months in terms of corporate governance issues. We were also delighted to welcome Jamie Lewis on our traineeship programme to allow him to qualify as a solicitor and return to Spirit’s commercial team, as UK legal advisor.


Did you know? Brodies has launched TechBlog, a blogging site dedicated to key issues in information and technology law. TechBlog offers a fresh perspective on a wide range of legal matters, such as IT law and procurement and outsourcing, as well as a discussion forum on topics as varied as data protection, trade marks, and freedom of information.

Providing expertise in technology, information and outsourcing, and developing close-knit ties to our clients, Brodies continues to show that it is one of the few law firms in Scotland that fully understands how technology and innovation work together in the modern business environment, not least by leading the way in the outsourcing agenda.


Transport ScotlandPlanning to deliver key improvements to the national road system

Transport Scotland is tasked with delivering the Scottish Government’s capital investment programme for the transport network. The M8 between Glasgow and Edinburgh is one of the most important roads in Scotland and its improvement through widening and the separation of local and strategic traffic is a trunk road priority. We worked with Transport Scotland on the compulsory purchase and other statutory orders for the upgrading to motorway standard of the final stretch of the A8, which included a public local inquiry into objections. We also advised Transport Scotland on the related Network Improvements Scheme for the M8/M73/M74 which was heard at public inquiry in the spring of this year.

The A9 provides a key strategic link between the Central Belt and the Highlands. We represented Transport Scotland at the public inquiry into a scheme to allow essential carriageway widening between Kincraig and Dalraddy – Scottish Ministers gave final approval to the project earlier this year. The scheme will reduce vehicle convoys and improve safety, and is estimated to cost in the region of £8-9 million.

> Planning

> Public Sector Services Group

Clackmannanshire Council, Network Rail, Jacobs UK Limited, and Scottish Borders CouncilAdvice to help keep vital rail investment on track

We are retained advisors on all three major rail infrastructure projects in Scotland. In the past year the Stirling-Alloa-Kincardine railway line re-opened after 40 years – providing a vital extension to the public transport infrastructure in Scotland’s central belt. The project was a partnership between Transport Scotland and Clackmannanshire Council, whom we continue to advise on a range of compensation and property issues.

The £300 million Airdrie-Bathgate Rail Link, funded by Transport Scotland, is viewed as one of the most significant infrastructure projects in recent Scottish history and will the see the line reopened after 50 years of closure, with a newly electrified, double-track route from Glasgow to Edinburgh. Network Rail, which owns and operates the rail infrastructure across the UK (including 20,000 miles of track and 2,500 stations), is managing the delivery of this important project. We are responsible for the compulsory acquisition process for the land necessary for the construction of the railway and also work closely with Jacobs Engineering UK Limited, part of Jacobs Engineering Group Inc (one of the world’s largest providers of professional technical services) in assisting Network Rail.

The Borders Railway is a £235-295 million investment that will link Edinburgh with Tweedbank in the Borders, and provide the transport infrastructure to promote social inclusion and economic regeneration, and, in addition, support housing development and reduce road congestion in the region. Brodies’ teams have acquired land extending to 35 miles for construction of the railway, and are handling all the compensation claims from landowners. We are advising Scottish Borders Council on all legal issues affecting the project, including rail infrastructure delivery, complex property, compulsory purchase, tenancy, planning and development matters, statutory powers, environmental issues and property management.

> Planning

> Property


14 >Transport & Infrastructure

“Our relationship with Brodies remains first class on every level. Their depth of knowledge and dedication to fulfilling client needs is exceptional. Clear, relevant and immediate advice is helping us deliver major public projects.”

Keith Sheridan / Technical Director / Jacobs Engineering UK Limited

Did you know? Alongside road and rail, we are equally at home at sea – Brodies’ work in transportation means we know ships and ports like few Scottish law firms.

Each year we advise on vessels at ports up and down the country. In the ferry sector we act on the instructions received by the North of England P&I Club to act on behalf of their members who include CalMac Ferries Limited, which sails to 24 destinations from Arran to Stornoway, and for NorthLink Ferries Limited, which serves Orkney and the Shetland Islands, in dealing with claims by passengers, crew and cargo interests. We are also instructed by companies in the P&O group.

And this year we were awarded a panel appointment as legal advisors to Caledonian Maritime Assets Limited (CMAL), owners of 31 ferries, and 24 ports and harbours and related infrastructure, serving the west coast of Scotland.


Macdonald Estates plc and Falkirk CouncilRemoving obstacles to the redevelopment of Stenhousemuir town centre

The regeneration of Stenhousemuir town centre includes both new civic amenities such as a community centre, library, football ground and medical centre, and commercial premises such as a new foodstore and over 34,000 sq ft of retail space. Transforming the area for residents, businesses and visitors, the project is playing an important part in strengthening the local economy.

The project is being undertaken by Falkirk Council along with Macdonald Estates plc, a leading property development and investment company that focuses on town centre regeneration amongst other sectors. More than 40 third-party land interests needed for the redevelopment were acquired by agreement. On behalf of Falkirk Council we achieved confirmation of the necessary compulsory purchase order for the remaining land assembly after pursuing the case through public local inquiry. The commercial space was successfully pre-let to a variety of local and national retailers, and a number of existing businesses relocated within the reconfigured town centre.

> Planning

> Property

Argyll & Bute CouncilPreparing for a new civic headquarters in Helensburgh

We are advising Argyll & Bute Council on a proposed scheme to rationalise its surplus office capacity in Helensburgh and develop a new headquarters building. This proposal involves the refurbishment of the listed former Clyde Street School in the town and the building of an extension to provide a new civic building with office accommodation.

Brodies contributed a full assessment of the various options open to the council – from simple sale and self-build to more complex partnering-style arrangements with private sector developers.

Several teams across the firm provided practical guidance on how to steer the project through, covering issues such as the property development aspects of the project as well as construction procurement, the appointment of an internal or external project manager, and the impact of EU procurement regulations on the structure of the project.

> Construction & Engineering

> Property


The Commonwealth Games 2014Legal support to lay down a lasting legacy

In 2014 the Commonwealth Games come to Glasgow and preparations are already well under way to develop world-class venues and facilities to accommodate the 6,000 athletes from more than 70 countries.

The £200 million Athletes Village will span a 38.5 hectare site, twice the size of the 2006 Melbourne Commonwealth Games Village, and will cater for up to 8,000 people. It is one of the biggest urban renewal projects in a generation providing over 1,000 houses for sale or rent, with a hotel and office scheme to be completed before the games. Together, the new National Indoor Sports Arena and Velodrome nearby will create a whole new ‘Stadium District’.

Working alongside Glasgow City Council's in-house legal team, Brodies is advising on the procurement of the facilities for the Athletes Village, and then the conversion of those facilities into a lasting development to regenerate the east end of Glasgow. Brodies also assisted in the proposed compulsory acquisition of parts of land required for the village, and are, at the time of going to press, finalising the contractual and lease arrangements between the developer, the Council and the Organising Committee for the Games.

> Projects

> Property

> Planning

15 >Urban Regeneration

“ In helping us deliver the Stenhousemuir project for the council, Brodies demonstrated their characteristic mix of innovation and professionalism that makes them such a good fit for our company as a whole.”

Niall McLean / Development Manager / Macdonald Estates plc

Did you know? Brodies is taking a lead in the urban regeneration debate. Our roundtable earlier this year brought together developers, regeneration project managers, funders, property consultants, and participants from the Scottish Government as well as specialists from across the firm. What resulted were some highly creative and concrete ideas about how to move urban regeneration forward in the downturn.

We’re also in the business of translating ideas into actions. As well as the projects highlighted here, we have been busy helping organisations such as North Glasgow Housing Association launch new building projects, developers undertake hotel and residential projects in unused or abandoned sites, and local authorities overcome hurdles and move ahead with complex regeneration plans.


16 >Accounts

2009 2008 £000 £000

Turnover 39,088 37,024

Operating expenses (24,827) (22,072)

Operating profit 14,261 14,952

Net interest receivable 162 222

Other finance costs associated with FRS 17 (32) (30)

Profit for the financial year before members’ remuneration and profit shares 14,391 15,144

Members’ remuneration charged as an expense (12,186) (12,680)

Profit for the financial year available for discretionary division among members 2,205 2,464

Statement of total recognised gains and losses for the year ended 30 April 2009

Profit for the financial year available for discretionary division among members 2,205 2,464

Actuarial (loss)/gain relating to pension scheme (386) 245

Total recognised gains and losses for the year 1,819 2,709

All results relate to continuing activities.

Profit and loss account for the year ended 30 April 2009

2009 2008 £000 £000

Fixed assets Tangible assets 867 773

Current assets Debtors 18,696 18,764 Cash at bank and in hand 3,236 3,338

21,932 22,102 Creditors: amounts falling due within one year (4,272) (4,201)

Net current assets 17,660 17,901

Total assets less current liabilities 18,527 18,674

Creditors: amounts falling due after more than one year (262) (248) Provisions for liabilities (1,276) (1,182)

Net assets excluding pension liability 16,989 17,244Net pension liability (921) (606)

NET ASSETS ATTRIBUTABLE TO MEMBERS 16,068 16,638

Represented by: Loans and other debts due to members Members’ capital classified as a liability under FRS 25 2,850 2,583 Other amounts 12,425 12,617

15,275 15,200 Equity Members’ other interests - other reserves classified as equity under FRS 25 793 1,438

TOTAL MEMBERS’ INTERESTS 16,068 16,638

Balance sheet as at 30 April 2009


17 >Services Index / Contacts

Agriculture & Estates Brodies has long been a leading Scottish firm in the area of agriculture and estates law and we continue to provide a full range of services to a wide-reaching client base. Our dynamic and innovative team covers all areas, including agriculture tenancies, renewable energy, forestry, fishings and shootings, minerals and estate management, and we work with private client on tax planning for agriculture and estate clients.

Contact: Odell Milne – Partner 0131 656 0189 [email protected]

Banking & Financial Services Brodies has catapulted itself into being one of the largest banking and financial services practices in Scotland and a market leader in acquisition finance, property finance, banking advisory, regulatory and retail banking, and asset finance work. The team, this year becoming a stand-alone department, offers advice across the full spectrum of the highly regulated financial services industry as well as a significant level of in-house experience with a real working knowledge of the regulatory framework and a deep understanding of clients’ requirements.

Contact: Bruce Stephen – Partner 0131 656 0260 [email protected]

Commercial Litigation In dispute resolution and litigation, Brodies has a long-standing and pre-eminent reputation in Scotland. It is the breadth of expertise in our practice which distinguishes us from the competition. The capability of our nine separate specialist business units inspires client confidence that we can deploy the right person to look after and service their needs, whatever the nature of the dispute. We are regularly instructed on cross-border jurisdictional issues by City law firms, international practices, notably in Europe and the United States, and corporate counsel worldwide and have specialist teams of lawyers advising on disputes spanning a very wide range of disciplines.

Contact: Robin Macpherson – Partner 0131 656 0131 [email protected]

Commercial PropertyWith more than 70 property lawyers, Brodies’ market-leading, award-winning department is the largest practising solely from offices in Scotland – representing a clear option to the market for major Scottish and cross-border transactions. Our first-class lawyers, the quality of our work and our impressive client base, coupled with complementary skills in a number of other departments, allow us to provide the fullest range of legal services to those operating within the property industry.

Contact: Denis Garrity – Partner 0131 656 0155 [email protected]

Construction & Engineering Brodies’ construction and engineering group has the capacity to handle all issues associated with construction, engineering and major projects (especially infrastructure). Our non-contentious work, in England, Scotland and Northern Ireland, adds real value for the blue-chip clients regularly instructing this busy team, while our contentious practice boasts solicitor advocate and accredited mediator skills. We also have one of the most respected construction insurance litigation practices in the market.

Contact: Mark Finlay – Partner 0131 656 0101 [email protected]

CorporateBrodies’ corporate practice goes from strength to strength with the value and quality of our deal flow substantially increased over the last year. We provide ongoing corporate and commercial advice to a wide range of private and quoted companies and other ventures. The team delivers expertise, experience and commitment. For many clients we have become a key member of their team – understanding their sector and culture as their trusted advisor. Whether part of a transaction or perhaps just a sounding board for day-to-day issues, we are dedicated to working with our clients on the opportunities as well as the difficulties of the current economic climate.

Contact: Julian Voge – Partner 0131 656 0248 [email protected]

Corporate Restructuring & Insolvency At Brodies, our corporate restructuring and insolvency team has developed into a focused and specialised unit experienced in providing its core services to a full range of clients. With the breadth of experience and the required specialisms available to hand, our team has the ability to meet and exceed the service requirements and expectations of banks, insolvency practitioners and corporates in the Scottish market place. Led by recognised insolvency specialists, the team advises senior lenders, insolvency practitioners and stakeholders on all security, restructuring and corporate and personal insolvency matters.

Contact: Colin McIntosh – Partner 0141 245 6260 [email protected]

Debt Recovery Brodies specialises in recovery of both commercial and consumer debts on behalf of a wide range of clients. We act across a range of sectors with particular experience in property, construction and professional services including the legal, accountancy, surveying and architectural markets. We have expertise in relation to insolvency procedures, statutory demands and bankruptcy and liquidation petitions, and put our insolvency skills to best use in relation to enforcement.

Contact: David Whyte – Partner 0141 245 6741 [email protected]

Employment & PensionsBrodies’ employment and pensions department is recognised as one of the most knowledgeable, progressive and client-focused in Scotland. With 30 specialists we offer a range of expertise and depth of experience that have led us to be consistently recognised by the leading independent legal directories as No. 1. Our specialisms include employment tribunal litigation, equal pay and diversity issues, transaction support and training, and the full range of HR support functions including project management.

Our pensions team, strengthened with the appointment of a new partner, advises employers, trustees and administering authorities on occupational and public sector pension schemes.

Contact: Joan Cradden – Partner 0131 656 0130 [email protected]

Family Brodies’ family law department continues to enjoy an outstanding reputation, founded on the experience and talent of our team. With a strong international family law practice, we are renowned for our expertise in handling all financial, and other, aspects of separation and divorce, including high profile and high net worth divorces.

We also have a reputation for child law work in both the private law and public law areas. Clients value our personal approach and our emphasis on delivering quality practical advice.

Contact: Scott Cochrane – Partner 0131 656 0124 [email protected]

Insurance Our insurance and risk management team work with general insurers, Lloyds Syndicates, P&I Clubs, brokers and adjusters to handle claims across a range of sectors. Our client base also includes public authorities and other self-insuring private corporations. Our team works with clients to minimise the operational risk to which they are exposed as part of their business. While dealing with claims before the courts is at the core of our practice, we also undertake substantial work at the pre-litigation stage, and are experienced in using appropriate ADR procedures.

Contact: Toby Seton – Partner 0131 656 0293 [email protected]


17 >Services Index / Contacts

Personal Injury Brodies’ specialist personal injury team has extensive experience across the full range of claims from employer and public liability to road traffic and industrial claims. Our team acts for both claimants and defendants and is well placed to give balanced and pragmatic advice. We are geared to handle high volume work where speed of response is all important to both clients and referrers. Our specialist team also handles high value cases of significant complexity involving catastrophic injury where quality and efficiency of service are central to our reputation.

Contact: David Armstrong – Partner 0141 245 6751 [email protected]

Planning Brodies’ top-rated planning team goes from strength to strength having doubled in size over the last few years. The work of the team straddles the full range of planning issues, from development plan allocations, to applications, planning gain, appeals, inquiries and judicial review. Acting for an impressive mix of public and private sector clients, the Brodies team is active across a range of sectors including transport, retail, housing and renewables.

Contact: Neil Collar – Partner 0131 656 0125 [email protected]

Private Client Brodies has one of the strongest and most dynamic and respected private client practices in Scotland. With an outstanding team of lawyers with vast knowledge of and experience in estate planning, wills, trusts, tax and accounting, charities, executries and agriculture and estates, we continue to add the very best talent to ensure we deliver a very personal and high quality service to our clients. The team has won a number of awards for work in this area over the year under review.

Contact: Hugh Stevens – Partner 0131 656 0240 [email protected]

Projects Brodies’ projects group has a strong track record in advising clients on the delivery of new infrastructure, major service change, regulatory compliance and the purchase of mature infrastructure assets. We operate in a number of sectors including healthcare, transport, energy, environment, water, waste and the public sector. We are known for our advice on innovative and pathfinder projects and we are at the forefront of commercial and legal developments in all of these sectors.

Contact: Keith Patterson – Partner 0131 656 0059 [email protected]

Property LitigationOur expertise includes all aspects of property litigation from disputes over servitudes to rent reviews in major commercial leases. We handle all contentious aspects of commercial property portfolio management including debt recovery, irritancy threats and lease disputes. Current matters range from estate and agricultural issues in the Land Court to the interpretation of overage clauses in the Court of Session. Our team has significant experience of running actions in the Commercial division of the Court of Session in Scotland and all forms of ADR.

Contact: Stephen Goldie – Partner 0141 245 6226 [email protected]

Public Law & RegulationBrodies is proud of its recognition as a leading adviser on matters of Scots administrative and public law. Rated top tier in this field by the leading legal directories, we are chosen regularly by clients to advise and litigate about the powers of the Scottish Parliament and the Scottish Government, freedom of information, the work of local authorities and Scottish and UK regulations.

Contact: Christine O’Neill – Partner 0131 656 0286 [email protected]

Public Sector Services Group The PSSG, launched early in 2008, now has 70 lawyers dedicated to public sector-related activity. The group is headed by a highly respected partner and directed by the former Head of Administration and Legal Services at Clackmannanshire Council. The PSSG involves partners and lawyers from across the firm and enjoys a high profile within Brodies, in recognition of the importance that we place on the public sector and its role in defining and improving the future of Scotland.

Contact: Christine O’Neill – Partner 0131 656 0286 [email protected]

Shipping & TransportBrodies has a highly regarded shipping team, specialising in both contentious and non-contentious shipping. We act for leading P&I Clubs and other marine underwriters in a wide variety of claims from the marine and transport sector. We provide strategic advice in relation to the myriad of issues that can arise in relation to the moving of goods and people by sea, road and air. In transactional work, our team has expertise in advising on the shipping, offshore, fish farming and fishing industries, and is also a significant player in the wider transportation arena.

Whether we are acting for banks or other lenders, owners, charterers or government agencies, we are geared to help clients manage the risks associated with the construction, sale, purchase, chartering or management of all types of commercial vessels.

Contact: Duncan MacLean – Partner 0131 656 0152 [email protected]

Tax Brodies offers a full range of services in relation to corporate tax and the taxation of business more generally. This includes tax advice on transactional work (including mergers, acquisitions, disposals, corporate restructuring and property transactions), tax planning for the best financial results, tax compliance, negotiation with Revenue and Customs authorities and advice in relation to other tax matters which may affect our business clients, such as value added tax, capital allowances, and SDLT. We also work at the personal / corporate interface, including dealing with a wide range of employment tax issues and planning the personal tax affairs for individuals. Our team draws on both legal and accountancy expertise, ensuring that our clients have the best possible advice.

Contact: Alan Barr – Partner 0131 656 0103 [email protected]

Technology, Information & Outsourcing Brodies works with clients to address the challenges involved in using, protecting and exploiting technology, intellectual property, know-how and other information. We have a strong track record of providing advice in our key disciplines of information technology, outsourcing (BPO and IT), information law and IP. Our team contains specialists in a range of sectors including financial services, retail, public sector, life sciences and telecommunications.

We work closely with other experts in related practice areas to provide a seamless integrated service that can handle all of our clients’ requirements.

Contact: Grant Campbell – Partner 0131 656 0115 [email protected]

15 Atholl Crescent Edinburgh EH3 8HAT 0131 228 3777 F 0131 228 3878

2 Blythswood Square Glasgow G2 4ADT 0141 248 4672 F 0141 221 9270

“ Brodies” is a registered trade markwww.brodies.com

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