🏀 BAE comes to play ball
In today’s email:
Law firms as pop divas
See the future of patents
The US doesn’t like TikTok
Show a teddy bear some love
Your thoughts on Kidfluencers
Scroll your way into an adventure
Microsoft really want to play CoD
Latham shuts its doors in Shanghai
The UK’s biggest transaction in 2023
… and more!
EDITOR’S RAMBLE 🗣
Should criminals be forced to attend their sentencing hearings?
That’s a question that’s come up in the UK this week after the horrific case of Lucy Letby - a nurse who has been sentenced to life imprisonment for the murder of seven babies.
Right now, in England and Wales, convicted criminals are not made to attend their sentencing hearings (and Lucy Letby didn’t attend hers).
I came across this post from a barrister, Sahar Farooqi, where he shares the main reasons for and against compelling criminals to attend their sentencing hearings. I’ve summarised these here.
✅ Victims deserve a chance to speak and be heard, and criminals should face their actions
✅ When criminals are punished in public, it shows that justice is being done
✅ For sentencing to deter others from crime, the criminal should be there when sentenced
❌ Making someone attend can cause trouble and make a mockery of the system
❌ Sentences are effective, and justice is achieved, even if the criminal isn’t present
❌ Forcing a criminal to attend can raise safety issues, cost more, and be hard to manage
I thought I’d find out what you think! 👇️
🤔 Should criminals be compelled to attend their sentencing hearings?
Once you've picked an answer, give a reason!
🔈️ Quick shoutout — I want to thank Zach Taylor for sharing the newsletter. If you know anyone who might enjoy this newsletter, use your referral code (scroll down to see it) so you can claim rewards! I’ll be adding a few new rewards soon, so it’s a good time to try get a head start.
LAST WEEK’S POLL 📊
In last week’s newsletter, I asked if you thought the new laws proposed in the US to protect Kidlfluencers were a good idea.
Well, the results are in!
🤔 What do you think of the law ensuring that Kidfluencers get their fair share of any money made?
🟩🟩🟩🟩🟩🟩 ✅ It's good (46)
⬜️⬜️⬜️⬜️⬜️⬜️ ❌ It's bad (1)
⬜️⬜️⬜️⬜️⬜️⬜️ ➖ Other (write in!) (5)
Probably the most one-sided LittleLaw poll we’ve had!
I was quite conflicted about the whole thing at first, so it was fun to read your views (we got loads of you sharing your thoughts!).
Here’s what some of you had to say…
✅ It's good:
"I like that the law is changing to reflect the environment we currently live in. ... it’s best to protect the kids rather than worry about the normalisation of filming children.”
“I would rather that the Kidfluencer ... get their fair share of money in a way that benefits them for their future.”
“It’s good that they are at least financially protected. ... But anyway, at least kids are getting their share of the bag, right?”
➖ Other (write in!):
“I think in principle it’s a good idea but it also perpetuates the notion that filming your children for content is encouraged.”
“I feel conflicted as well, but children actors have been a thing for a while and it is only fair that they get the fruits of their labour. …I think laws like this are a step in the right direction.”
FEATURED REPORT 📰
🏀 BAE comes to play ball
What’s going on here?
BAE Systems, the UK’s largest defence company, is in the process of acquiring Ball Aerospace, a US-based company that specialises in space systems.
The deal is valued at $5.55bn (£4.35bn), making it one of the largest deals by a UK company in 2023.
BAE Systems has sought the expertise of Kirkland & Ellis for this acquisition.
Ball Corp has put its faith in:
Skadden for M&A and antitrust advice, and
Axinn, Veltrop & Harkrider for intellectual property and regulatory issues.
What are the regulatory hurdles that the deal faces?
Cross-border deals always bring their fair share of challenges — especially when involving the defence and space industries.
For this acquisition, the biggest hurdle is clearances from the US Department of Justice (a body of the US government responsible for enforcing laws).
The US government might not be keen to have a UK company owning a high-tech space company — they may think it would risk their national security.
How does that affect the deal’s legal structure?
Because of the regulatory hurdle, the deal will be structured with a split exchange and completion (as opposed to a deal where exchange and completion take place simultaneously).
This means that the companies:
🤝 exchange (they agree to do the deal),
📝 sort all the regulatory approvals, and after that…
✅ complete (actually transfer ownership of the company).
This sort of structure is common in deals that require regulatory sign-off. It’s something that the corporate lawyers would have helped to get right.
What happens if the regulators don’t approve the deal? Well, in this case, completion is expected to take place in 2024. If regulatory clearance isn’t achieved by the deadline, BAE Systems will have to pay a $100m termination fee to Ball.
Why did UK-based BAE Systems turn to a US law firm for this deal?
Historically, BAE Systems has leaned on the big UK firms for advice — usually the Magic Circle.
For example, in 2022 Linklaters played a significant role in securing a £4.2bn warship order for BAE Systems.
However, for this acquisition, which has a US-based target, BAE Systems turned to Kirkland & Ellis for the first time.
The biggest challenge in this case will be the regulatory sign-off, so they’ve picked a firm which is well-versed in the intricacies of the US and regulatory landscape.
They’ll be hoping that Kirkland can offer them:
🚀 deep expertise in US regulations, especially in niche sectors like aerospace,
🇺🇸 established relationships with US regulatory bodies, aiding smoother clearances, and
📊 insight into US market dynamics, helping BAE Systems align with local best practices.
Why should law firms care?
It’s sometimes hard to see how commercial law firms differ from one another.
But this deal is a good demonstration that, even amongst top law firms, some are better at certain things than others.
BAE Systems turned away from their usual advisers — the trusted Magic Circle — because they thought Kirkland had a better chance of getting this deal over the line. Kirkland is more experienced in the US.
That’s why you often see law firms expand into new regions, hire new partner teams, or merge with other firms.
For example, A&O’s merger with Shearman was driven by the UK firm’s desire to have a presence in the US (among a bunch of other factors) — they were probably sick of losing work to all these US firms and thought they’d do something about it!
TOGETHER WITH PATENT DROP* 🤝
Future intellectual property lawyers: You’ll want to read this.
The team at Patent Drop scours through 100+ patents each week to discover the future of innovative tech.
Then, they package it all up into a no-cost newsletter.
Patent Drop looks at innovations like Microsoft’s “sustainability-aware” behaviour management system and Ford’s robot-assisted package delivery — and explains what these actually mean.
* This is sponsored content
A BIT OF FUN 😄
Introducing… UK law firms but as pop divas
(click the post to see the rest of them… this is just the start 👇️)
IN OTHER NEWS 🗞
🏢 Latham & Watkins is shutting its Shanghai doors after 20 years, because of China's economic slump and tighter rules. They're now shifting gears, and running their China operations from Beijing. Tough times with tightening cybersecurity laws and economic shifts, but the firm remains optimistic about China. (Dentons had a similar issue).
🎮 Microsoft's back at it with a revised offer to acquire Call of Duty-maker Activision Blizzard. Their previous $69bn bid was denied by UK watchdogs. The new deal? It’s "substantially different", says Microsoft, with plans to transfer streaming rights of Activision games to Ubisoft (a cloud gaming service provider). The move aims to ease fears of stifling gamer choices.
🛑 New York City announced it was banning TikTok on government-owned devices, because of security concerns. It comes as a growing number of US lawmakers push for a nationwide ban on the Chinese-owned platform. The US state of Montana recently passed a bill banning the app across the state starting from next year. But, that rule is already being challenged in courts by TikTok and unhappy American users.
AROUND THE WEB 🌐
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