Codes of Practice for laworld members

1. Publicity and ethics

1.1 Members shall avoid adverse publicity, both for LAWorld, other member firms and their own law firms.

1.2 Members shall impose the obligations from article 1.1 upon those they employ or hire.

1.3 Members shall only seek publicity when this is in accordance with the wishes, the interest of their clients and in conformity with the rules of their national law society.

1.4 Members shall abide with the laws and codes of their national law society.

1.5 Members shall endeavour to represent and refer only clients of good standing.

2. Business referral procedures

2.1 On receipt of a business referral, acknowledgement will be given within three working days.

2.2 Referral work must always be the subject of an engagement letter to be issued by the member firm to whom the work is referred. The following items must be included in the engagement letter or in a covering letter sent with the engagement letter:

(a) a description of the work to be undertaken.

(b) nature of independent contractual relationship and responsibilities.

(d) a statement indicating the professional indemnity insurance which is required in the jurisdiction, and the amount which is actually held by the firm.

(e) the name of the partner responsible for carrying out the work together with details of staff assigned.

(f) the hourly charge-out rates applicable. Copies of engagement letters must be made available to referring firms upon request.

2.3 A partner must always be responsible for satisfactory completion of the work referred by another member.

2.4 No member shall conduct business in the name of LAWorld but only in the name of their own independent firm.

2.5 Members shall not refer work where they foresee that the client will not be able to settle the fees. Settlement of the fees, however, is the responsibility of the member to whom the work is referred. Members to whom work is referred will generally ask for an advance payment and the referring law firm will inform the client accordingly.

2.6 Members shall not accept referrals for which they do not have the necessary expertise. In that case they will recommend another law firm that has the required expertise.

2.7 After having received all the necessary information, members will give their first opinion as to the referred case, to the client within 10 working days.

2.8 The referring and the referred law firm will agree the manner, form and extent to which information is communicated either directly or indirectly with the client.


LAWorld News

Olshan achieves unprecedented victory in proxy fight

Starboard Value LP, a well-regarded activist hedge fund based in New York and represented by New York law firm Olshan Frome Wolosky LLP,  has won full control of the board of directors of Darden Restaurant Inc., owner of popular restaurant chains such as the Olive Garden, after a failed attempt to reach a settlement. 

When Starboard bought into Darden, it began a standard activist campaign, both privately and publicly calling for changes to business strategy and corporate governance in order to enhance shareholder value. Darden ignored the concerns voiced by a majority of its shareholders and nevertheless went ahead with a sale of its Red Lobster restaurant chain. This blatant disregard for its shareholders paved the way for Starboard to capitalize on this shareholder discontent and propose a new, full slate of director nominees, comprised of savvy restaurant industry veterans, such as the founder of TGI Friday’s Inc. and the former CEO of Burger King. 

During the proxy contest, Starboard’s proposed slate of directors earned even greater credibility when the top proxy advisers Institutional Shareholders Services Inc. and Glass Lewis & Co. LLC resoundingly endorsed not just all of the nominees, but also Starboard’s overhaul plan for transforming the company. Darden vehemently fought back, making a number of last-minute changes that failed to curry favor with shareholders, while Starboard, having secured the support of institutional investors, appealed to Darden’s large retail shareholder base. Finally, at Darden’s Annual Meeting, shareholders voted to replace its entire board with the slate of 12 directors nominated by Starboard. 

The Wall Street Journal, The New York Times DealBook, CNBC, Bloomberg and Reuters all published stories about what Law360 described as a “landmark victory in one of the most contentious proxy fights of the year.” 

Olshan Frome Wolosky LLP partner Steve Wolosky, named by Reuters as a “go-to” lawyer for activist investors, with partner Andrew Freedman and associate Meagan Reda, represented Starboard in this historic win and continue to counsel Starboard in other activist campaigns to increase shareholder value at other companies. 

To learn more about the campaign, please contact LAWorld member and Olshan partner Andrew Lustigman at alustigman@olshanlaw.com, who will be able to put you in touch with the team. 

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