CM_Murray_LLP_Our_Work_for_PE_Executives

CM_Murray_LLP_Our_Work_for_PE_Executives_Brochure

Our Expertise We understand the common needs of PE Executives, including: • PE Executive exits where the senior individual is leaving to join a competitor, and facing a potential breach of restrictive covenants, with the risk of losing valuable carried interest or equivalent financial entitlements, and of legal action by their former firm, including where they may seek to prohibit the executive from working for the period of a non-compete. • PE Executives joining a new firm, who want advice on the terms of their individual arrangements, and the carry and co-invest schemes in which they will participate, together with the relevant good leaver/bad leaver provisions and vesting terms to which they will be subject. • Where a founder of a PE firm is seeking to substantially change the equity or management arrangements potentially to the detriment of the PE Executive. absolutely brilliant at being personable, sympathetic and pragmatic.” CHAMBERS AND PARTNERS UK 2 CM Murray LLP • Where the PE firm has taken steps which prejudice the interests of the PE Executive, or is otherwise acting unlawfully in breach of their express or implied contractual obligations. • Compulsory exits of PE Executives, frequently with aspects of bullying, harassment, unlawful discrimination and/ or whistleblowing dismissal or detriment, including where the PE Executive is performing a GC or Compliance function. Why do PE Executives choose CM Murray LLP? PE Executives instruct us because of: • Our top rankings (Tier 1 and Band 1) in the leading legal directories, Legal 500 and Chambers and Partners, for both Employment Law (Senior Executives) and Partnership Law. • Our specific experience of the PE industry and as leading advisers to PE Executives on their exits, restrictive covenants, carried interest, financial and equity entitlements, forfeiture risk, and potential disputes with their PE firms. • Our reputation and expertise in handling PE Executive matters with multi-jurisdictional, cross-border partnership and employment matters. • The partner-led support and responsive service that PE Executives receive from our very experienced Partners and Associates.

The benefits for PE Executives when instructing us: Dedicated resource to support PE Executives: • PE Executives benefit from our • We have 7 Partners and 11 Associates strong expertise in the Private Equity sector and our knowledge of how these matters are typically resolved in practice. • They benefit from our market-leading employment and partnership expertise, and our experience in both advising on and litigating disputes in these fields. Our market knowledge combined with our expertise in resolving disputes that involve both partnership and employment law (for example carried interest rights under the LPA and whistleblower protections) mean we have a unique perspective and skill set that we can bring to bear to the benefit of our PE Executive clients. • As carried interest arrangements tend to be multi-jurisdictional, PE Executives benefit from our access to specialist lawyers and advisors to individual PE Executives in the key relevant overseas jurisdictions, with whom we work regularly on these matters, including (but not limited to) in the Cayman Islands, Guernsey, Jersey, Delaware, Illinois, Scotland and Luxembourg. • The commitment and support shown by us to our clients throughout often stressful exits and disputes. who all have a deep knowledge of the PE industry, and specialise in employment and partnership law, or corporate and partnership law. How do PE Executive clients come to us? • They are referred to us by previous, happy clients, by US and UK law firms who do not typically advise PE Executives on their exits or disputes, or are otherwise conflicted; and by recruitment consultants, accountants and other professionals in the PE space, including inhouse counsel and HR professionals in PE firms. CM Murray LLP’s ‘deep expertise in both partnership and employment law’, makes it well-placed to handle complex and sensitive matters for clients.” LEGAL 500 UK CM Murray LLP 3

Our Experience Recent Client Matters: • We advised a senior PE Executive in a • We advised an executive in a hedge fund US PE fund on their exit, including in relation to threatened litigation arising from both forfeiture and threatened injunctive relief. We negotiated a resolution, including key carve outs from obligations, advised on ongoing future obligations and assisted the executive to negotiate joining a new fund. • We advised a compliance partner in a PE fund in relation to their forced exit following their having blown the whistle on regulatory concerns; we negotiated a resolution to the dispute, and their exit from the fund and retention of key financial entitlements to carried interest. • We advised a PE Executive leaving to establish their own new fund on the potential issues arising from their departure from the former fund, where they were an LLP member, and potential issues relating to fiduciary duties and restrictive covenants. • We advised key Senior Executives in a PE fund on their move to set up their own new venture and, thereafter, helping them with the establishment of their new fund, including advising them on their internal partnership and employment matters. in relation to their forced but amicable departure, on their carried interest and vesting, and negotiated an agreement with the fund to preserve our client’s rights following departure. • We advised a Senior Executive and former head of the UK buyout team of a US-headquartered global PE firm on their exit and transition to a consultancy role, including advice on post-termination restrictions, forfeiture and clawback risks, and protection of significant carried interest entitlements in multiple funds. • We advised a Senior Executive on their proposed exit from a major US headquartered PE firm and move to a European PE firm, including with their pre-termination obligations and post-termination restrictions, and risks of clawback and forfeiture of their significant carried interests. We also helped them to negotiate favourable terms with their proposed new firm to “equalise” their financial position. • We advised a PE Executive based in Switzerland on their new contract as operating director for a UK LLP. 4 CM Murray LLP

• We advised a PE Executive on a forced but amicable exit on their settlement terms. • We advised an LLP member on their forced retirement, effect of departure on their equity and variation of LLP Deed during notice, and the negotiation of a severance agreement with particular reference to good leaver arrangements. • We advised an LLP on the removal of a Senior Executive for underperformance, and the contentious negotiation over carry and retained non-executive directorships of various investee companies. ...highly respected for its work for Senior Executives, often drawing mandates from top clients in the financial services, tech, luxury brand and manufacturing sectors.” LEGAL 500 UK Without exception, the partners are fiercely intelligent, driven and at the forefront of the issues that affect their clients.” LEGAL 500 UK …CM Murray is the leading niche partnership and employment litigation practice.” LEGAL 500 UK a top-notch boutique labour and employment firm.” CHAMBERS AND PARTNERS UK CM Murray LLP 5

Our Reputation and Rankings Legal 500 Other Key Lawyers: Clare Murray; David Fisher; Merrill April Firm Ranking: Tier 1 – Employment (Senior Executives) Hall of Fame: Clare Murray “Clare Murray has a unique sense for what is really going on with the clients, brilliant intuition and eye for detail.” Other Key Lawyers: David Fisher; Sarah Chilton; Beth Hale; Merrill April Firm Ranking: Tier 1 - Partnership Hall of Fame: Clare Murray “Clare Murray is now head and shoulders above her peers and is the go-to lawyer for individuals and businesses.” Leading Individual: Sarah Chilton “Sarah Chilton is exceptional. Very easy to deal with. Gives straightforward and practical advice. You trust the advice you are being given and it is well thought through and practical.” Next Generation Partner: Zulon Begum “Zulon Begum has assisted us with restructuring our LLP, which for many members is an emotional challenge as much as a legal one. Her experience and empathy with such challenges is first-rate.” 6 CM Murray LLP Chambers and Partners Firm Ranking: Band 1 – Employment (Senior Executive) Leading Senior Executives-focused firm, with notable expertise in whistle-blowing, discrimination claims, and restrictive covenants and their enforcement. Acts for clients from a range of sectors including technology and financial services. Also has expertise in dealing with cross-border employment law issues, drawing upon its extensive network of legal partners across Europe.” Firm Ranking: Band 1 – Partnership “Extensive, expert coverage of partnership matters with particular emphasis on contentious work. Key strengths in the legal and financial services spheres and long experience advising UK and US firms on individual and team moves, restrictive covenants and whistle-blowing cases. Active on cross-jurisdictional work and especially praised for its handling of partner discrimination issues. Notable expertise in representing individual partners during exit negotiations and investigations into allegations of misconduct.”

Partnership – Contentious (UK-wide) Partnership – Non- Contentious (UK-wide) Star Individual: Clare Murray Band 3: Clare Murray “The “absolutely outstanding” Clare Murray is hailed as “the best in the business” for contentious partnership matters. She advises on cross-border disputes and investigations concerning partnerships, including cases concerning allegations of discrimination and restrictive covenant issues. According to one interviewee, “she is extremely able, clear and straightforward, and she knows the field inside out.” Band 2: Sarah Chilton “Interviewees praise “sensational lawyer” Sarah Chilton for being “very strong on partnership and very strategic.” Triple qualified in England and Wales, Scotland and Northern Ireland, her expertise includes cases concerning alleged sexual harassment and discrimination as well as partner exit negotiations and related disputes.” Band 3: David Fisher “Market commentators note that David Fisher is “exactly who you want to fight your corner.” Sources also acknowledge him as a “very sensible tactician.” He advises individual partners on highly sensitive and contentious matters, such as harassment allegations and breaches of LLP agreements. He also handles matters surrounding team moves.” Up and Coming: Zulon Begum “Zulon Begum assists professional services firms from the legal and financial sectors with partnership restructuring and amendments to LLP agreements. She also advises on the non-contentious aspects of sensitive issues such as partner exits. A source reports: “Zulon has provided wise counsel during difficult negotiations, focuses on the needs of her clients and has always been responsive.” Notable Practitioners: Clare Murray; David Fisher; Sarah Chilton; Zulon Begum They’re an awesome boutique firm with very professional and dedicated lawyers.” CHAMBERS AND PARTNERS UK CM Murray LLP 7

Our Partners Beth Hale Partner and General Counsel David Fisher Partner Merrill April Partner Emma Bartlet Partner Clare Murray Managing Partner Sarah Chilton Partner Zulon Begum Partner CM Murray LLP T. +44 (0) 20 7933 9133 E. info@cm-murray.com First Floor, 36–38 Cornhill, London, EC3V 3NG, UK Please visit us at: www.cm-murray.com Key CM Murray LLP Contacts for Private Equity Matters: Sarah Chilton Partner E. sarah.chilton@cm-murray.com M. +44 (0) 7964 343 733 Zulon Begum Partner E. zulon.begum@cm-murray.com M. +44 (0) 7720 086 650 Beth Hale Partner & General Counsel E. beth.hale@cm-murray.com M. +44 (0) 7720 086 647 8 CM Murray LLP David Fisher Partner E. david.fisher@cm-murray.com M. +44 (0) 7964 343 624 Merrill April Partner E. merrill.april @cm-murray.com M. +44 (0) 7880 732 952 Emma Bartlett Partner E. emma.bartlett@cm-murray.com M. +44 (0) 7880 643 091

Recent Events and Publications PE Executive focused conference panel sessions In February 2021, we held the second International Forum of Senior Executive Advisers (IFSEA) Conference: Risk, Reward & Reputation Management Issues for Senior Executives & Founders. Two of the panel sessions were focused on issues for PE Executives: The World of Private Equity: Advising on the Comings and Goings of PE Executives and Management Teams Clawback and Forfeiture Clauses in Senior Executive and Founder Employment Incentive and Equity Agreements Speakers: Speakers: • Gail McManus, Managing Director • Amit S. Bindra, Partner, The Prinz and Founder, Private Equity Recruitment (PER) (UK) Law Firm (Illinois, USA) • Dr Johannes Traut, Attorney at Law • Wendi Lazar, Partner, Outten & and Counsel, Seitz (Germany) Golden LLP (New York, USA) • Tim Thomas, Partner, Liberty Corporate Finance (UK) • Graziana Alò, Lawyer, Daverio & Florio Studio Legale (Italy) • Carol Davis, Barrister, Littleton • Stephen Brown, Private Equity Chambers (UK) Partner, Icon Law (UK) • Beth Hale, Partner and General • Sarah Chilton, Partner, CM Murray Counsel, CM Murray LLP (UK) (Chair) LLP (UK) (Chair) Watch the full session here. Watch the full session here. Forthcoming BVCA events Article • CM Murray LLP is co-sponsoring a series of HR events for the PE Sector. Podcast • Partner Team Moves in the Professional Services and Private Equity Worlds • (First published in Executive Compensation Briefing): Claw-Back in the UK: Trends, Legal Issues and Design The team are efficient, timely and uniformly clever.” CHAMBERS AND PARTNERS UK CM Murray LLP 9