King & Wood Mallesons’ (KWM) Europe and Middle East (EUME) partners rejected at least four attempts by management to increase capital at the firm between 2011 and 2015, it has emerged.
The news comes as former leaders of the failed SJ Berwin business are expected to face scrutiny from administrators over their role in the firm’s collapse.
Former partners told Legal Week that four attempts were made between 2011 and 2015 by former EUME managing partners Rob Day and William Boss to persuade partners to shore up the business by paying in additional capital.
However, all of these efforts failed to win the support of the partnership.
Legacy SJ Berwin managing partner Day, who held the role between 2010 and 2014, initiated a consultation process in 2011 – dubbed ‘Project Core’ – to review the firm’s profit-sharing structure.
While the focus of the review was a new system for remuneration that would have led to “a more complicated but robust” mechanism for distributing profits and changes in partner pay, former partners said it would also have included some kind of capital increase. Despite consulting with partners and engaging outside consultants, Day’s plan was not backed by the majority of partners.
One former partner who left last year said: “It was an attempt by Rob to put the firm onto a footing where it was not rewarding an ‘every man for himself’ mentality. It didn’t fly, in part because it was quite complicated and bureaucratic, but it would have also quite severely impacted people at the top.”
According to former partners, Day then put forward a proposal to increase capital contributions by 20% in 2012, but this also failed to win approval from senior partners.
One former partner, who was a junior equity partner at SJ Berwin at the time of the vote, said this proposal would have required junior partners to put capital into the business for the first time.
He added: “Junior partners were required to put money in – but they would have had to receive equity in return and this would have impacted senior partners.”
Another former partner said: “Senior partners asked how much it was going to cost and said: ‘Why should we take the hit?’ It was all personal greed and selfishness.”
The junior partner recalls: “One senior partner who voted the proposal down stood up in a meeting and said: ‘Junior partners should be happy to even have a job.’”
Day then tried again in 2014, this time with a proposal that would have seen the firm retain some allocated profit distributions as working capital. According to former partners, the proposal would have seen KWM EUME keep back 10% of each distribution for all those who had been equity partners for at least a year.
A version of the proposal was approved but a former partner said what was voted through was “much more minor”.
Day stepped down in September 2014 and was replaced by UK real estate co-head William Boss, who in 2015 floated the idea of raising capital contributions by 50%. These proposals never reached a formal vote and Boss stepped down from his leadership role in January 2016.
Another former partner told Legal Week that partners were given no clear reason for the need to increase capital and this created a sense of unease.
He said: “Fundamentally it was probably the right thing, but the proposal was mismanaged. What I wanted them to say was: ‘If we don’t get this, the firm will go down.’ It would have been unpalatable, but it should have been said.”
A former lawyer at the firm added: “Previous managing partners had proposed, on four previous occasions, to address the chronic problems with undercapitalisation and distribution of profits, yet each time senior equity partners had blocked the proposals.”
The revelations come as KWM EUME’s administrator Quantuma is set to investigate the role the firm’s former senior management team and accounting practices played in the collapse.
Administrators Quantuma are currently assessing decisions made by KWM management figures during the lead-up to the firm’s collapse at the start of this year.
As part of the formal administration process, joint administrators Andrew Hosking and Sean Bucknall will investigate how the firm’s finances were run.
In a statement yesterday, Hosking said the administrators would be “conducting investigations into the failure of the firm, which is typical with any insolvency in order to understand how this came about and the circumstances that led to the failure”.
Last month (24 January), the administrators said partner exits had “accelerated the ultimate demise” of the firm.
KWM EUME entered administration on 17 January. At its height in 2007-08, legacy SJ Berwin was ranked 14th in the UK top 50, with revenues of £215m and profit per equity partner of £801,000.
Boss, Day and KWM declined to comment.
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