Year in Review 2021

Dechert’s position as one of the world’s leading firms for complex financial services and asset management matters, private equity and high-stakes disputes was reinforced by the trust clients continued to place in us.

Year in Review 2021

Dechert’s Chairman and CEO on 2021 . . . . . . . . . . . . . . 3

Private equity financial services deals, healthcare, life sciences and other transactions . . . . . . . . . . . . . . . 5

Asset management, fintech and cyber . . . . . . . . . . . . . 10

Global finance . . . . . . . . . . . . . . . . . . . . . . . . 14

Environmental, social and governance . . . . . . . . . . . . . 16

High-stakes litigation: product liability, white collar, antitrust, securities litigation and arbitration . . . . . . . . . 19

Pro bono and public service . . . . . . . . . . . . . . . . . . 24

Our community, events, Actionable Allyship and innovation . . . 27

New Dechert Partners . . . . . . . . . . . . . . . . . . . . 34

Expansion: California, intellectual property and restructuring . . . . . . . . . . . . . . . . . . 36

2021 produced its own set of challenges for our clients, requiring solutions that combined a full grasp of complex laws with a deep understanding of commercial and business considerations. Dechert’s position as one of the world’s leading firms for complex financial services and asset management matters, private equity and high-stakes disputes was reinforced by the trust clients continued to place in us. Our lawyers advised on the second-largest private equity buyout globally in 2021 – advising GIC in the acquisition of a US$34 billion stake in Medline. Within our funds practice, the fintech and ESG markets are becoming increasingly important to our clients. In 2021, our global funds practice advised on: » Cutting-edge fintech funds for Franklin Templeton and ARK Invest. » Two pioneering ESG-driven deals for J.P. Morgan. » The world’s largest private credit secondaries transaction for Ping An. » The year’s largest European hedge fund launch for FIFTHDELTA. » Southeast Asia’s first independent debt venture business launching its maiden fund for Genesis. One market we know better than anyone is global finance. Dechert has been an industry leader for decades, and 2021 saw more firsts across more asset classes than ever before. Just one example: we were the most active issuer’s counsel – yet again – for commercial real estate collateralized loan obligations (CRE CLOs) with values over US$1 billion. The past 18 months also brought unprecedented levels of data breaches, and our global privacy and cybersecurity practice was busy advising clients on their most sensitive privacy issues and handling some of the year’s highest- profile cyberattacks. Other headline disputes include: » Advising boards, such as Apollo’s, on reputation-critical investigations. » Defending 3M in what is shaping up to be the largest mass torts case in history How we cultivate relationships with clients is a Dechert hallmark. Our mutual success is built on these relationships – ones that grow when you solve complex problems together.

Find out more about Dechert, our values and our culture.

300+ private equity clients

8 of PEI’s top 10 private equity firms (or their affiliates) are clients

global asset management firms are clients 9 of the top 10

700+ private fund and fund management group clients

42 of PDI’s top 50 private debt firms (or their affiliates) are clients

are clients 6

of the Fortune 10

Andy J. Levander, Chair and Henry N. Nassau, Chief Executive Officer

As a community, Dechert is stronger than it’s ever been. Every day we strive to make Dechert a better place – a place where every voice is heard and respected. Our diverse and driven community is proud to provide exceptional service and transformative problem-solving qualities, whether our clients are paying fees or are being represented pro bono. The same ambition that drives a Dechert person to blaze new trails in crafting innovative legal solutions also compels that Dechert person to go out on a snowy day and put on a legal clinic, take on a tenant-landlord case, or advocate for the most vulnerable among us

are. In 2021, we undertook more than 100,000 hours of pro bono work across our global offices. We won appeals for asylum seekers in immigration cases, and persevered in tackling infringements of women’s reproductive rights around the world. In Paris, we helped food charities supporting people who lost their jobs and accommodations due to lockdowns. And in London, we teamed up with arts charities to create virtual exhibition spaces to offset income losses for artists from the pandemic. In recognition of these and many other examples, The American Lawyer ranked Dechert yet again as the number one firm for international pro bono work.

We hope you enjoy reading this review of some of our highlight matters, and we give thanks to all of our clients around the world, and to our people who have persevered every day to deliver exceptional service. Henry and Andy

One of only three law firms ranked in the Financial Times ’ Innovative Lawyers Awards 2021 among the top 25 firms in the three regions of North America, Europe and Asia.

Pro bono and our inextricable ties to social responsibility is who we

T. Rowe Price’s US$4.2 billion deal leads financial services consolidation

Investors took a deep dive into the financial services industry in 2021. Dechert had prominent roles facilitating several of these landmark U.S. and European deals.

Consolidation within the financial services industry continued apace in 2021, and Dechert’s M&A and private equity practice has been at the forefront of this activity. Whether it’s a market-changing asset management deal, or a high-profile private equity buyout, our team has consistently proven we can get the deal done in an industry that is ever-changing with new entrants, market pressures and investors Amongst more than 20 financial services deals this year, a highlight was advising T. Rowe Price Group in its acquisition of alternative investment firm Oak Hill Advisors for up to US$4.2 billion. “This deal will bring together T. Rowe’s global multi-asset capabilities with Oak Hill’s expertise in private credit,” explains financial services partner Mark Perlow, “both sectors in which Dechert has a very strong pedigree.”

Activity was particularly high in the booming fintech and payments markets, where the COVID-19 pandemic has accelerated the need for tech-driven solutions and services. Growing demand was evident in several deals that Dechert helped cross the line in 2021, involving transactions on both sides of the Atlantic. In New York, Christian Matarese and Ken Young led the advice to J.P. Morgan on its acquisition of OpenInvest, one of several deals for J.P. Morgan over the past 18 months. OpenInvest is a fintech company that helps financiers customize and report on values-based investments, a deal that also highlights the parallel boom in ESG-related activity. “The OpenInvest acquisition advances J.P. Morgan’s focus on sustainable investing,” explains Matarese, “and is expected to be a powerful resource to help our client deliver customized solutions to its clients.”

Europe also saw notable investments, with a multi-office team advising Swedish private equity firm Nordic Capital on its €2.143 billion sale of Itiviti, a leading trading technology and services provider, to Broadridge Financial Solutions. Singaporean sovereign wealth fund and longstanding Dechert client GIC has also made significant investments in the fintech space. GIC and private equity fund Stone Point Capital recently acquired a majority stake in the retirement and savings service provider, Ascensus. The Ascensus acquisition was another milestone in Dechert’s continued support of GIC in the execution of its ambitious global investment strategy. “Ascensus was another important investment for GIC,” says partner Jon Kim, “evidencing their belief that Ascensus’ unique technologies and market insights will continue to drive growth in this space.”

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Our deep transactional experience and financial industry

knowledge allow us to execute on our clients’ investment goals from a 360 degree perspective, understanding both the regulatory and commercial aspects of the transaction.” Ken Young Partner

CVC-led consortium combines WorldWide Express and GlobalTranz

CVC saw the potential in logistics, but wanted more than a simple investment.

When CVC Capital Partners wanted to make a significant investment in the logistics sector, it thought big. WorldWide Express and GlobalTranz were leading non-asset providers of technology-driven logistics solutions in the United States. CVC saw the complementary strengths of each business, and led a consortium that simultaneously acquired and combined both companies. Even for one of the world’s largest and most innovative private equity investors, a deal with this much complexity, completed in a short time- frame, required extraordinary focus and prowess. “Only a handful of sponsors in the world can pull together these types of transactions,” says partner Gareth Clark. “On legal strategy, CVC needed an around-the-clock team that possessed execution know-how and a creative and pragmatic approach to the multitude of complex issues raised by the deal.” Leading a consortium that successfully completed a two-in-one acquisition and combination required flawless implementation on the part of CVC. As partner Jon Kim explains, “in addition to negotiating multiple investments and consortium arrangements, the combination had to be seamless, and those structuring and equity arrangements needed to be optimal – not just at closing, but also for all possible exit scenarios.”

In today’s scorching hot private equity market, creativity is king. With unprecedented levels of dry powder, record deal activity, and intense competition, dealmakers need to innovate to stay ahead of the curve. The 2022 Global Private Equity Outlook , an annual report co-published by Dechert and Mergermarket, discusses how Private Equity’s hot streak will fare going into 2022, what headwinds managers may need to navigate, and what strategies they can employ to succeed in the sector’s most active period ever.

2022 Global Private Equity Outlook

Dechert partners Markus Bolsinger, Siew Kam Boon and Chris Field (left to right), co-authors of the report.

Private equity, back in business “Following a lull in private equity activity in early 2020, we are now seeing deals at a level we haven’t seen for more than a decade,” says corporate partner Derek Winokur. “We expect this growth to continue into 2022.” The boom in private equity activity comes with a fresh set of challenges for investors who need to stay ahead of the curve in this fast-moving industry. In the first half of the year, Dechert was ranked by Mergermarket at number seven for buyouts by deal value globally and number three in the U.S., with some transactions setting new

standards in the most exciting and innovative industries, including asset management, fintech, life sciences and healthcare, technology and other highly regulated industries. into business solutions for all our private equity clients.” Derek Winokur Partner “ Our aim is to transform legal issues

Luxury brands turn to private equity

With a rare dual expertise in private equity and tax, Paris-based partner Sabina Comis was the obvious choice when one of France’s leading luxury brands expanded into asset management.

With fund formation and tax advice within the same team, Dechert is a great fit that matches the ambitions of clients with growing asset management portfolios.” Sabina Comis Partner “

Comis’s skillset covers a range of must-haves for asset managers, be they emerging managers taking on their first-time funds or large buy- out funds. She is not only able to advise on a vehicle’s tax, legal and regulatory structuring, but also brings unparalleled market knowledge on carried interest structuring “Tax Lawyer of the Year,” Sabina Comis Euromoney – EuropeanWomen in Business Law Awards 2021

Following the success of Artémis’s first fund, the group decided to grow its asset management activity. Artémis instructed Comis to advise on the legal and tax structuring of RRW, a new French management company actively sponsored by Artémis, and the launch of a new venture capital fund set up as a société de libre partenariat to invest in fast-growing technology companies

operating in the EU with strong potential for U.S. expansion.

SPACs still favored by investors for big deals in 2021

Dechert is advising a Certares-led investor group on its involvement in a US$5.3 billion combination expected to create the world’s largest publicly traded B2B travel platform.

Sinatra. “Our diverse skill set, including in JVs and exit strategies, inclusive of de-SPACs and other alternatives, enable us to creatively help our clients achieve their liquidity goals,” says partner Gregory Schernecke.

Partners Gregory Schernecke and Geraldine Sinatra are currently leading the Dechert team advising Certares – and the investor group led by Certares – on American Express Global Business Travel (GBT)’s plans to merge with Apollo Strategic Growth Capital (APSG), a special purpose acquisition company. This US$5.3 billion “de- SPAC” combination will result in GBT being a public company listed on the New York Stock Exchange and is expected to create the world’s largest publicly traded B2B travel platform.

Dechert has advised Certares and its investor group since it first entered into the joint venture to share ownership of GBT with American Express in 2014. In recent years, experienced management teams, investors and sponsors have turned to SPACs to execute business strategies in the face of a volatile IPO market. “GBT is an example of how Dechert prioritizes the forging of long-term relationships that allow us to support clients through their investment lifecycle,” explains partner Geraldine

Ranked #3 for U.S. buyouts and #7 for global buyouts by deal value Mergermarket H1, 2021

Private equity targets billion-dollar healthcare and life sciences deals

Healthcare and life sciences deals are proliferating. Dechert advises on one of the largest healthcare deals ever.

considerations. Our multidisciplinary team has the knowledge and experience, as well as the finesse, to successfully navigate deals like this.” “We also advised GIC on the US$17 billion acquisition of athenahealth,” says partner Bernardo Piereck, “another As PE sponsors execute highly complex deals relating to clinical-stage and approved life sciences assets, Dechert blends decades of history advising on PE deals with holistic knowledge of the pharma ecosystem.” Robert Darwin Partner “

KKR appointed a Dechert team, led by Paris-based private equity and tax partner Sabina Comis, to handle the crucial tax structuring. Healthcare companies and the life sciences market continue to enjoy favorable underlying trends that have enhanced investor demand in the last 18 months and have made the deal landscape even more challenging. Dechert’s combination of private equity expertise and specialized industry experience has seen us lead on many other notable deals in the United States and Europe. These included advising a consortium, including Hohnhaus & Jansenberger and Cathay Capital Private Equity, on the acquisition of medifa healthcare group, a leading provider of medical technology for operating rooms, as well as advising on Cerberus Capital Management’s investment in Lighthouse Autism Center. is more important than ever and our life sciences clients lean on our expertise as commercially- minded advisors to help them standout in a crowd.” Greg Schernecke Partner “ Positioning and execution in competitive auction environments

In one of the most significant leveraged buyouts since the financial crisis, Dechert advised Singapore’s sovereign wealth fund GIC as part of an investor group’s acquisition of a majority stake in medical supply company Medline. With a reported enterprise value of US$34 billion, this was the second-largest buyout in a decade and one of the biggest healthcare buyouts ever. The Medline acquisition was described by The Wall Street Journal as a rebirth of the multi-investor “club” deal that proliferated before the financial crisis. “Life sciences transactions run the gamut – from small bets on nascent start-ups to big bets on mature behemoths,” says partner Eric Siegel. “Larger deals often bring exponentially more complexity, with the need to take into account the interests of multiple parties and additional regulatory demands, legal risks and commercial

complex club deal in the highly regulated healthcare space.” In the context of the ongoing pandemic, life sciences and

healthcare transactions don’t just need deal execution and regulatory expertise: sensitive political dynamics can also require careful handling. Such challenges were evident in KKR’s expansion into France’s healthcare sector via its €3.3 billion takeover of French hospital operator Elsan and acquisition of the C2S Group of generalist clinics from Eurazeo Patrimoine. Recognizing that a successful investment strategy requires more than M&A expertise,

Moderna and Eli Lilly headline global life sciences

Innovative leaders in healthcare and life sciences rely on Dechert to navigate their most complex and demanding transactional, intellectual property and litigation matters anywhere in the world.

Our work in 2021 shows many of the angles we cover for our life sciences clients.” Thomas Rayski Partner “

Whether guiding a start-up biotech through its first round of commercially significant funding, executing a strategic acquisition for a large pharmaceutical company, licensing a biotech company’s patents or winning antitrust, securities or patent disputes, our lawyers approach every matter with the resources of a major international firm and the focus and depth of a life sciences boutique. “Our work in 2021 for Moderna shows many of the angles we cover for our life sciences clients,” explains partner Thomas Rayski. “We advised Moderna in multiple licensing and partner agreements, including with AbCellera on mRNA-encoded antibody therapeutics, and Autolus to develop new mRNA cancer therapeutics. These follow agreements last year with Vertex to treat cystic fibrosis using gene editing and Chiesi Group to develop mRNA therapeutics for pulmonary arterial hypertension.” This close relationship also involves Dechert advising Moderna on

“Lilly achieved a string of victories in U.S. courts on the East and West coasts in the Fall of 2021, authorizing worldwide discovery from Novartis for use in foreign proceedings,” explains partner Kassie Helm. “Our representation of Lilly is a successful example of cross-office, cross-practice, and cross-ocean cooperation amongst our life sciences teams and with my partners Alec Burnside, George Gordon, Jonathan Loeb and Christina Sarchio.” In addition to our IP, licensing, and disputes experience in the life sciences sector, we are also considered global leaders for antitrust transactions and litigation.” Mélanie Thill-Tayara Partner “

various matters, including the highly publicized European Medicines Agency (“EMA”) data breach. “We excel in a broad range of complex transactions for life sciences clients,” says partner David Rosenthal, “including cross-border corporate and finance deals.” A highlight of 2021 was steering Tiziana Life Sciences’ migration from the Main Market of the London Stock Exchange to NASDAQ by inserting a new Bermuda-incorporated company as the parent company of the Tiziana Group. On the litigation side, Dechert is currently serving as U.S. and European counsel to Eli Lilly in global patent and antitrust litigation involving Novartis Pharma AG, which acquired and has been enforcing a Genentech portfolio against Lilly’s blockbuster antibody therapeutic Taltz® (ixekizumab). The disputes involve patent infringement and revocation claims, European Patent Office proceedings, and various antitrust claims and defenses.

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We represent life sciences clients through all stages of the biotech life cycle – from discovery through

development and post-launch.” Andrea L. C. Reid Partner

Blockchain and digital assets enter the mainstream financial markets

2021 was a crucial year in the development of blockchain and digital assets – and they are poised to become essential features of conventional financial markets.

Franklin Templeton and ARK Invest are each pioneers in the crossover between traditional finance and disruptive technologies. Over the past year Dechert has assisted both of these investment managers in innovations that promise to be catalysts for new industry standards. For Franklin Templeton, Los Angeles- and Silicon Valley-based partner Timothy Spangler helped create a first-of-its- kind SEC-registered mutual fund, the Franklin OnChain Government Money Fund, using blockchain to distribute and trade traditional financial assets. Blockchain is the technology that serves as the basis for cryptocurrencies such as Bitcoin. “There was no template,” explains Spangler, “so we worked with the client to structure and launch an entirely new type of mutual fund that has the potential to be a game-changer for the industry.” SEC approval was received in April 2021. “Taking traditional asset management products – such as equity, debt and derivatives – into the digital realm is an evolutionary step-change in how our financial markets operate,” says Spangler. “Dechert’s familiarity in dealing with regulators was invaluable, as the clearance, settlement and trading of digitalized securities had never been considered before by SEC in the context of a retail mutual fund.” Spangler has also advised ARK Invest on launching its private Bitcoin fund. Increasingly, institutional investors are demanding access to cryptocurrencies in their portfolios and investment management firms, both traditional and alternative, will need

During 2021, Dechert’s fintech NEXT webinar series explored the evolving issues that the industry faces, partnering with clients and other experts to present conversations addressing fintech challenges. Episodes this year included:

to have products available for them. “This a great example of the way in which cryptocurrencies are creating a new paradigm for the way in which funds are stored and transferred for investors,” says Spangler. “Our team is able to draw on Dechert’s 40-year track record innovating in funds,” adds Spangler. “When combined with our deep expertise in blockchain and digital assets, this gives our clients a powerful advantage.” The mainstreaming of bitcoin – a conversation about the mainstreaming of bitcoin. Our speakers discussed the evolution of the space, including the drivers of demand, the resulting price action and how investors might consider it as part of a balanced portfolio. A conversation with the experts: The CPRA and what it means for your business – following the approval of the California Privacy Rights Act (CPRA), our speakers discussed key differences between the CCPA and CPRA and related operational impacts and potential restrictions on targeted advertising

Crypto vs. Fiat: Can the new world of crypto and the old world of fiat live side-by-side? – lessons learned

from industry and regulatory developments, including the

Expertise in disruptive law firms in the financial services space and more of a requirement.” Timothy Spangler Partner “ technologies is becoming less of an option for Binance ban by the UK’s FCA, and how Divi Project’s mission addresses the challenges of regulated cryptocurrencies. Better understanding risk in the investment process – a conversation on portfolio risk management in the post-pandemic era, including the role of digital assets in portfolio construction

Ping An on the world’s largest private credit secondaries transaction

Dechert advises on innovative financing in Hong Kong.

Dechert closed the world’s largest-ever private credit secondaries transaction (US$680 million) for a diversified private credit portfolio, acting for Ping An Overseas Holdings, a subsidiary of Ping An Insurance Group – the sixth- largest public company in the world and China’s largest insurer. The portfolio comprises four flagship credit funds managed by U.S. and European managers. It is highly diversified, covering 400 positions in over 250 companies and spread across a range of industries, including professional services, healthcare and telecoms.

“Investors are finding attractive opportunities despite market turbulence, and large-scale

Awards 2020, awarded in 2021. No other law firm has been named winner more times in the contest’s eight-year history Asia and globally, Dechert has the resources to close transactions whatever the size or complexity.” Michael Wong Partner “ As a premier financial services practice across

transactions in Asia continue if the deal looks right,” says Hong Kong partner Michael Wong. “In this case, Ping An needed a firm with experience in large-scale private credit deals and knowledge of the Asia markets, and Dechert is an acknowledged leader in complex global private credit matters.” Dechert has been recognized as a top-ranked law firm globally in Private Debt Investor ’s Hall of Fame after winning its sixth “Law Firm of the Year” title in the publication’s PDI

Venture debt business launches maiden fund

Dechert advises Genesis Alternative Ventures, Southeast Asia’s first independent debt venture business.

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structural, operational, marketing, investor negotiations and other constituent elements of the fund. We also advised Genesis on ESG considerations, taking advantage of the depth of experience our global platform brings to this emerging movement.” The team also led negotiations with financial institutions seeking to enter co-investment agreements, which resulted in a strategic alliance with CIMB Niaga, one of the largest private national banks in Indonesia. Successful final close was reached in February 2021, with commitments exceeding target fund size.

“Venture capital-backed companies in Southeast Asia have experienced exponential growth in recent years but there has been very little opportunity for these businesses to obtain debt financing to support their future growth given a lack of assets to be used as collateral,” says partner Dean Collins. “So Genesis’s first fund was a great opportunity to plug this gap and help the continued development of the technology industry in the region.” The result was Genesis Alternative Ventures I: Singapore’s first venture debt fund. “Dechert steered the entirety of the fund formation process,” explains Collins, “including the

Our work with Genesis allowed us to synthesize our experience in establishing both credit funds

and venture capital funds to create the template and set the standards for what promises to be a significant market.” Dean Collins Partner

Estate planning behind funds and private equity

Individuals as well as businesses need advice. Dechert’s private client group puts the individual front and center to formulate the best planning for their circumstances.

impacts of planned business strategies on the individual and their families.” As U.S. laws have extensive extra- territorial reach, the team also has expertise to advise on estate planning

Behind every successful business are the individuals that drive it. Dechert’s integrated approach means that alongside our flagship investment management, corporate and private equity capabilities, clients have access to personal estate planning advice from our leading private client group.

planning. A holistic approach to legal advice means the best result not just for the corporate or fund, but for the individuals concerned.

Amy Ufberg, who heads the team, explains: “When private client practitioners are integrated into corporate or finance transactions early, we add significant value. Closely held Behind every corporate transaction, private equity financing or funds launch there are individuals whose estate planning needs should be considered.” Amy Ufberg Partner “ FIFTHDELTA launches Europe’s largest hedge fund business owners, as well as hedge fund and private equity principals, require critical advice on the legal for U.S. nationals or their families located across the globe, as well as international businesspeople operating in the U.S. Dechert’s private client group has deep knowledge of corporate structuring, shareholder and voter agreements and liquidity issues, twinned with expertise in the efficient transfer of wealth through the use of lifetime gift, estate and generation-skipping transfer tax

Hedge funds prove value in volatile times with FIFTHDELTA’s US$1+ billion launch highlighting significant investor demand for absolute return strategies.

“FIFTHDELTA’s US$1.3 billion raise was the largest hedge fund launch in Europe, highlighting a significant increase in demand for absolute return strategies,” says London partner Craig Borthwick. “In these uncertain times, the role of hedge funds in generating returns in periods of market volatility and offering diversification from the market movements has led to investors increasing allocations to hedge fund strategies. FIFTHDELTA, and its high- profile investment team, was one of a number of hedge funds to benefit from a favorable capital-raising environment.” Borthwick led a team of U.S. and UK financial services, regulatory and tax

specialists advising on all aspects of the formation and structuring of the fund, including David Henshaw (London), Dona Treska (London), Laurel Neale (U.S. regulatory), Dan Hawthorne (UK tax) and Adrienne Baker (U.S. tax). A particular challenge was managing multiple and involved investor negotiations, a result of the scale of the launch. “Ensuring consistency of terms and holding the line on the client’s commercial priorities was key,” says Borthwick. “Large hedge fund structures require in-depth knowledge of funds, regulation and tax across jurisdictions as well as a clear understanding of the client and their goals,” says Borthwick. “With

decades of expertise in funds and a track record of innovation, our team was in an optimal position to ensure a smooth and successful launch.” The launch of FIFTHDELTA is notable not only for its size but as a benchmark of the upward trajectory of the hedge fund industry.” Craig Borthwick Partner “

Cybersecurity and data protection for asset managers

Privacy and cybersecurity saw unprecedented activity, handling some of the year’s highest-profile cyberattacks, counseling clients on sensitive privacy issues and providing deal support for hundreds of complex transactions.

use technology in fair and inclusive ways to transform the digital supply chain while meeting consumer demand for customized products and services. But they can only do so with sensible guardrails,” notes partner Karen Neuman, global co-chair and former chief privacy officer of the Department of Homeland Security in the Obama Administration. In addition to strategic privacy counseling, the group handled some of the highest-profile cyberattacks and disputes, defending clients in government regulatory actions, class action litigation and data breach response. The past 18 months brought an unprecedented level of cyberattacks, and the team was in “all hands on deck” mode, quarterbacking cyberattacks of every type, including ransomware, vendor/supplier attacks such as Solar Winds and Accellion and business email compromise perpetrated by threat actors of every kind such as nation states, organized crime, and insiders. “We saw ransoms go from low to mid-seven figures in 2020 to the tens of millions of dollars

Hackers love a good crisis and the COVID-related disruption of moving to a remote workforce provided the perfect storm.” Brenda Sharton Partner “ This year, the team handled numerous high-profile matters for household name clients, including Moderna on cybersecurity (including on the widely reported European Medicines Agency (“EMA”) data breach), defending Flo Health in the highly publicized FTC settlement and in privacy class actions, defending Pearson plc in connection with an SEC settlement related to its cybersecurity disclosures and winning dismissal of a class action for Macy’s following a 2019 data breach. in 2021,” says Brenda Sharton, a litigation partner and global co-chair of the practice.

Many of Dechert’s clients operate in capital-facing markets, with asset managers and investors increasingly migrating services online using new technologies. In 2021, clients across all sectors turned to artificial intelligence and machine learning to understand customer needs, while lawmakers in Europe and the United States moved to regulate in the space, threatening innovation and the ability to move personal data across borders. The team developed novel solutions for companies implementing AI/ML for product development and targeted advertising. “Our clients endeavor to technology to effectively guide our clients.” Karen Neuman Partner “ Advances in AI and machine learning mean we have to be a step ahead of the

Cyber Bits is a bi-weekly, global publication that reports succinctly on key developments in privacy and cybersecurity. More importantly, each blurb contains a practical takeaway for clients to reduce risk. Cyber Bits is an important addition to the team’s “ahead of the pack” thought leadership on developments that impact clients across sectors.

Global finance innovates on cutting-edge deals

Dechert’s global finance practice has been an industry leader for decades. 2021 sawmore firsts across more asset classes than ever before.

You can see from all these ground- breaking and innovative deals how clients value Dechert’s comprehensive sector expertise.” Laura Swihart Partner “ Blackstone subsidiaries’ acquisition of 19 data centers through a take-private acquisition of QTS Realty Trust. “This was the first-ever large-scale CMBS loan secured by data center properties,” says partner Dave Forti. “It opened up the commercial mortgage-backed securities market as an attractive source of financing for the rapidly expanding data center market.” Dechert’s representation of Farmer Mac on a US$302.7 million securitization of agricultural mortgage loans is also slated to push boundaries. “This was the first securitization of agricultural land for ten years,” explains partner Laura Swihart. “The deal has potential to create agricultural land as a totally new securitization asset class.” Since the 2020 launch of Blackstone Private Credit Fund (BCRED), Dechert has advised the newly formed business development company on a number of transactions, notable for

To illustrate the trend, Butler points to the firm’s work for Ares Management Limited and related funds on the financing to support a £1 billion buyout by Inflexion Partners and management of the DWS, Giacom and Aurora Kendrick Groups from the Daisy Group. “This was a multi- layered financing that only a flexible multi-strategy asset manager like Ares could have provided,” explains Butler. Dechert’s ability to guide clients through such transformative deals is a hallmark of the firm’s service offering on both sides of the Atlantic. In the U.S., Dechert advised Citi as lead lender of US$6 billion to finance

“The future of finance is breaking down barriers between financial product knowledge silos,” says partner Rick Jones. “As investments become more complex and inter- connected, clients will seek out law firms with solutions capable of migrating across sectors.” The ability of Dechert’s global finance lawyers to understand markets in their entirety makes the firm’s offering virtually unique – and helps explain why so many clients sought Dechert’s advice in 2021 on dozens of cutting- edge, first-of-their-kind deals. “As traditional boundaries in global finance erode, multi-strategy asset managers are becoming a significant force in a variety of finance markets,” says partner Phil Butler. “They are both a partner and competitor to the traditional commercial and investment banks.”

“Law Firm of the Year for UK Transactions” Real Estate Capital – REC Awards 2020, awarded in 2021

Law Firm of the Year: UK Transactions

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As lockdowns disrupted rental income and market value in the commercial real estate sector all over the world, Dechert lawyers also helped investor clients deal with the fallout. London partner John McGrath advised a number of borrowers and lenders exposed to legacy loan- on-loan financings on developing and documenting new repo-based securitization structures. “We devised structures that permit both refinancing and new lending on terms better able to withstand disruption,” he says. For Santander, the London team documented an English and New York law-governed multi-issuer platform for onboarding and securitizing commercial property loans secured on property in the U.S., the UK and the EU. For another major bank, Dechert advised on an English law- governed platform for onboarding and securitizing commercial property loans secured on property in the UK and the EU. Initially established to refinance an existing repo warehouse, the flexible platform has been used extensively for new lending (including senior/ mezzanine structures) across multiple asset classes in different jurisdictions in 2021. “These were both billion-dollar deals of the most

“CLO Law Firm of the Year” for the sixth time GlobalCapital – U.S. Securitization Awards 2021

high-value (over US$15 billion) and innovative structuring. For example, we represented BCRED on its senior secured credit facility with Citibank, N.A., as administrative agent. “This ABL facility is top of its class and provides for borrower flexibility not otherwise currently in the market,” says Jay Alicandri. As of November 5, 2021, this was a US$3 billion senior secured credit facility, comprised of a term loan piece and a revolver piece that may be upsized to US$5 billion. This year, Dechert advised Starwood as seller on the US$250 million single- asset securitization of a mortgage loan and a mezzanine loan secured by 41 extended-stay hotels – the first REMIC securitization to include a commercial real estate mezzanine loan as collateral. “Using a mezzanine debt in this way gives lenders better potential enforcement mechanics,” explains Jones. “In jurisdictions providing unwieldy foreclosure experiences, that could be particularly useful.” Dechert is recognized as one of the few firms – if not the only firm – with a seamless commercial real estate capital markets practice extending from loan origination through syndication, securitization and creditors’ rights and enforcement.” David Forti Partner

critical importance to our clients,” says partner Aparna Sehgal. “Both required transatlantic teams with the highest level of performance across several financing disciplines.” Dechert’s deep knowledge of commercial real estate has also underpinned its market-leading position in the commercial real estate CLO space, where Dechert has been the most active issuer’s counsel – yet again – for CRE CLOs with values over US$1 billion. “Dechert has also been one of the most active firms in the BSL and Middle Market CLO spaces,” says partner Chris Duerden, “and we are well-positioned to facilitate multi- strategy asset managers’ financing needs in these markets given our deep expertise across the board and the way we can cater to asset managers of all stripes and sizes.”

“

It is our broad industry coverage and deep knowledge of our clients’

“Law Firm of the Year” for the sixth time, “Hall of Fame” “Law Firm of the Year for Europe” Private Debt Investor

businesses that enable us to deliver a powerful competitive

Law firm of the year, Europe

advantage for clients.” Jay Alicandri Partner

– PDI Awards 2020, awarded in 2021

The unstoppable rise of ESG

Events of 2020 and 2021 have reinforced business and societal shifts towards environmental, social and governance (ESG) priorities.

“Shareholders, other investors and issuers themselves are increasingly concerned by ESG,” says asset management partner Julien Bourgeois. “Environmental, social and governance issues are now reaching all corners of the global economy, and Dechert’s ESG working group brings together 40 lawyers across a dozen offices around the world to meet the need for integrated and specialist advice.” Responsible investing and sustainable finance are two areas where ESG factors are having a transformational

impact for clients. For example, SK Inc., a major South Korean conglomerate, has been an especially active investor, having recently acquired a minority stake in Monolith Materials, Inc., a U.S.-based leader in green hydrogen technologies. David Cho, head of Dechert’s Hong Kong office and Asia co-managing partner, says: “Investors and strategic acquirers around the world, including in Asia, are now really motivated by their own ESG commitments, but they also recognize that responsible investing can generate significant returns,

particularly in light of energy transition and other macro-economic factors.”

The increasing significance of ESG considerations in investment decisions

is visible across a wide range of business sectors. Dechert’s

London-based loans team recently represented funds managed by Ares Management Corporation’s European Direct Lending strategy on the provision of £1 billion of sustainability- linked debt facilities to the RSK Group, the largest sustainability-linked private credit financing to date.

“

The firm’s international capital markets group has also guided

Rising Tide of ESG: Primer for U.S. Corporate Issuers and Investors Webinar Series Session one provides an overview of the most critical ESG-related topics and why ESG is increasingly important to U.S. corporate issuers and other stakeholders. Session two focuses on ESG matters in equity and debt transactions, including the variety of financing frameworks that have evolved in the U.S. marketplace to take ESG factors into account

The climate of opinion on sustainability has shifted in Europe. Several

Financial sector regulatory authorities and self-regulatory organizations globally have ESG, sustainable investment and issues relating to ‘greenwashing’ in their sights.” Mikhaelle Schiappacasse Partner “ and factors and the categorization of ‘green’ products” – but financial sector regulatory authorities and self-regulatory organizations globally have ESG, sustainable investment and issues relating to ‘greenwashing’ in their sights Europe is leading the way in developing laws and regulations in relation to sustainable investment activities. London-based funds partner Mikhaelle Schiappacasse notes that “asset managers operating or looking to fundraise in the European market continue to struggle with the implementation of recently introduced regulation relating to disclosure and reporting in connection with ESG risks sovereign and supranational clients through several ESG-related bond issuances that, by financing renewable energy development, have opened access to a new set of investors seeking to comply with sustainability- related targets of their own.

antitrust agencies are adopting new guidelines, and businesses now have the opportunity to deliver actions to match their claimed commitment to sustainability.” Alec Burnside Partner

Session three looks at how operating companies can improve their ESG profile, including in response to

A Brussels-based Dechert team was recognized by the Financial Times in its Innovative Lawyers Awards for Europe 2021 for achieving changes in competition law to accommodate sustainability initiatives requiring industry-wide coordination, such as promoting good environmental

recent U.S. state and federal regulatory initiatives. Panelists considered these issues from the perspective of both private and public companies.

practices or paying a living income to farmers. Acting pro bono for the Fair Trade

organization, the team advocated for a shift in the way the issue is treated by European competition authorities, so as to reassure those businesses that feared antitrust repercussions for cooperating with rivals over joint initiatives

Georgian Railway’s landmark green bond issuance

JSC Georgian Railway became the first transport company in the Caucasus to issue a green bond after Dechert acted as English and U.S. counsel to the country’s railway company on its US$500 million green bonds.

This transaction underscores Dechert’s leading position in green and sustainability bonds, and our innovative approach in achieving successful outcomes for our clients.” Patrick Lyons Partner “

impressive pricing levels. “Interest was unprecedented,” says Dechert’s Jennifer Rees. The transaction demonstrates the strength of Dechert’s ESG bonds practice, following the firm’s successful involvement in the first sustainability bond issued in Africa, the first green bond by a Middle Eastern sovereign and the first ASEAN sustainability bond by a Philippine corporate, as well as the first-ever green bond issued under both ICMA’s and ASEAN’s principles.

Advising on this project entailed navigating multiple complexities,

including a simultaneous tender offer for a maturing Eurobond issued in 2012, a transaction on which Dechert also advised. Furthermore, the team successfully focused on maximizing GR’s operational and financial flexibility under the green bonds and negotiated side terms with two international finance institutions acting as anchor investors The offering was eight times oversubscribed, allowing GR to achieve

Defending the largest mass torts case in history

Leading brands trust Dechert with their most complex, reputation-critical litigation. Dechert’s product liability and mass torts team is currently lead counsel in some of the country’s most high-profile disputes.

“Our team’s experience goes back decades,” says Sheila Birnbaum, co-chair of Dechert’s PLMT practice, “with deep sector expertise, innovative strategies to settle or win in court, and the national teams to defend multiple cases simultaneously across the U.S.” Military earplug manufacturer 3M is currently defending what is shaping up to be the largest mass torts case in history. This litigation, co-led by Los Angeles-based partner Kimberly Branscome, involves hundreds of thousands of individual claimants and multiple complex areas of law. Atop several bellwether trials that have already occurred, there are a number of additional trials scheduled through mid-2022. The MDL is expected to be one of the most closely watched matters of the year. Dechert also supported French multinational Saint-Gobain in the settlement of claims alleging that it contaminated groundwater with Perfluorooctanoic acid (PFOA). “PFOA is a widely used chemical, unregulated for most of its history and now the object of emergent public attention,” says partner Mark Cheffo. “Dechert has defended numerous claims against Saint-Gobain, including putative class actions in New York, New Hampshire and Vermont.” In July 2021, a settlement of the putative class action in New York was achieved without an admission of wrongdoing, with Saint-Gobain and other defendants agreeing to

Band 1 Chambers USA 2021, USA-Nationwide Product Liability &Mass Torts: The Elite

pay US$65 million to residents of Hoosick Falls, NY, saving lengthy and expensive litigation. Other major cases in 2021 include defending Pfizer and Viatris against claims that Lipitor, Pfizer’s best- selling statin, caused plaintiffs to We offer clients everything they need to defend bet-the- company cases, including innovative strategies to settle or win in court.” Sheila Birnbaum Partner “

develop type 2 diabetes. In the latest of a series of key wins, the team set a precedent under the emerging defense of pre-emption under the Food, Drug and Cosmetic Act (FDCA). This victory is pivotal for the remaining Lipitor litigation in state courts, and for the conduct of other complex pharma cases involving pre-emption issues. Co-chair Mark Cheffo is also advising GSK in connection with MDL and state-court litigation over heartburn medication Zantac, and Atrium Medical Corporation in more than 3,000 personal injury lawsuits and pre-suit claims involving Atrium’s hernia mesh products.

Investigations pose increasing risks for corporate boards

The growing global focus on governance and regulation creates dilemmas for corporate boards. Dechert helps clients review and implement appropriate compliance, conduct investigations and liaise with regulators.

investigation by the DOJ and SEC into allegations that local intermediaries in multiple jurisdictions made facilitating payments on behalf of the company in violation of the FCPA. “This engagement is one of the most wide- ranging FCPA cases in history,” says partner and former U.S. Attorney for the SDNY David Kelley. “It involved overseeing an internal investigation and massive renovation of a global compliance function, responding to multiple requests for documents and information, and negotiating a resolution, as well as reviewing and investigating several shareholder demand letters.” Following an initial settlement in 2019, Dechert continues to advise on a range of issues, such as shareholder demands concerning FCPA-related conduct and related corporate governance. These situations can also involve advising individual executives, as well as complex situations where a board investigation relates to the company’s handling of separate commercial litigation. “The permutations are endless,” says partner Vince Cohen, the former Acting U.S. Attorney in D.C., “but what they all have in common is the need for boards to have the utmost trust that their lawyers will resolve the issue with absolute discretion.”

The mounting ethical and reputational hazards facing businesses all over the world are finding their way to the boardroom. Increasingly, these problems result in internal and regulatory investigations on behalf of boards or special committees and are often related to complex fraud allegations, other regulatory or criminal proceedings, “Me Too” complaints, parallel litigation threats or other public relations issues. “Such work requires thoughtful, thorough and sophisticated handling to achieve the best results for the company while ensuring that the investigation is credible,” says Dechert chair and renowned white collar litigator Andy Levander. In January 2021, the Special Committee of the Apollo Global Management, Inc. Board released a report by Levander’s Dechert team into then chair and CEO Leon Black’s Band 1 Chambers USA 2021, New York Litigation: White-Collar Crime & Government Investigations: The Elite Band 1 The Legal 500 UK 2021, London Regulatory Investigations and Corporate Crime (Advice to Corporates)

previous professional relationship with the late Jeffrey Epstein. Dechert had been engaged by a Special Committee of the Apollo Board to conduct an independent review to evaluate the nature and extent of Epstein’s relationship with Black and Apollo. Such board engagements can last for several years and require the highest levels of trust between company and advisor “Being a trusted advisor to boards and board members requires total commitment to clients and a deep understanding of their business and strategies,” explains Cathy Botticelli, a white collar partner in the Washington, D.C. office, “and our clients know we will walk through walls to guide them through the toughest challenges.” Dechert has also been representing the Audit Committee of Walmart in connection with a multi-year

Being a trusted advisor to boards and board members requires total commitment to the clients and a deep understanding of their business and strategies.” Cathy Botticelli Partner “

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