Vinson & Elkins advised OJO Labs, Inc. on the deal. OJO Labs, Inc., an Austin-based real estate technology company guiding more people to successful home ownership, […]

Royal Bank of Canada’s Acquisition of OJO Labs

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In February 2023, the Association of International Energy Negotiators (“AIEN”) published the latest version of its Model International Joint Operating Agreement (the “2023 JOA”) and related guidance notes (the “Guidance Notes”). Four years in the making, the 2023 JOA has been designed to update the 2012 Model International Joint Operating Agreement (the “2012 JOA”), which has been widely accepted and used as the standard form joint operating agreement (“JOA”) in the international petroleum industry over the last decade, with developments in law, industry practice and key geopolitical events. This includes addressing the transformation in the industry’s approach to the threat of climate change. The updates are generally aligned with the AIEN’s 2020 Model International Unitization and Unit Operating Agreement. Led by Co-Chairs Shona Walker (Shell USA), Ed Harper (Equinor) and Paul Deemer (Vinson & Elkins), with assistance from Draft Coordinator Nadine Amr (Vinson & Elkins) and specialist input from the drafting sub-committees, the AIEN JOA Drafting Committee (the “Drafting Committee”) set out to revise the 2012 JOA to address the key areas identified by the AIEN membership: decommissioning, economic sanctions, anti-bribery and corruption, human rights, default, and provisions focusing on greenhouse gas emissions. The revision process coincided with key events that profoundly impacted the global community, notably the COVID-19 pandemic and the conflict in Ukraine. Mindful of the impact that these events and the challenges of climate change would have on the industry for years to come, the Drafting Committee has sought to ensure the 2023 JOA is able to rise to these new global challenges. Decommissioning
The revisions to the decommissioning provisions (including to Exhibit E) of the 2012 JOA are among the most significant changes made to the 2012 JOA. The key updates include:
New alternatives providing that, where fewer than all parties elect to take over joint facilities and equipment or wells drilled during joint operations (“Consenting Parties”), the drafter may either: (a) opt for the Consenting Parties to enter into “good faith negotiations” with the non-Consenting Parties in order to try to agree on the terms that apply to their control over such facilities or wells, or (b) elect for the JOA to allocate responsibility and liability to the Consenting Parties in specified proportions. The 2023 JOA also specifies, in greater detail than was previously the case, how responsibility for decommissioning costs is to be allocated between the Consenting Parties and non-Consenting Parties, including whether the Consenting Parties are liable to make any additional contributions to any existing decommissioning trust fund or escrow account and how security for decommissioning costs will be managed between such parties. The revised “Decommissioning Procedures” in optional Exhibit E give the parties greater ability to ensure that decommissioning-related obligations are met on a timely basis. For example, if the operator fails to submit a preliminary estimate of decommissioning costs when required, any non-operator now has the ability to compel the operator to do so, including by referring the matter to an independent expert or requesting an operating committee meeting to deliberate and vote on proposals for such estimate. Exhibit E now contains provisions addressing decommissioning of wells that were in production prior to the JOA effective date and continued to produce for the joint account thereafter (“Legacy Wells”), including the allocation of liability and contributions towards any fund to cover decommissioning costs of such Legacy Wells. Economic Sanctions
The drafting of the economic sanctions provisions contained in the 2023 JOA was completed against the backdrop of the devastating conflict in Ukraine following Russia’s invasion of February 2022, which is still raging at the time of publication. These provisions are largely new and can be summarised as follows:
The definition of “Economic Sanctions Laws” gives drafters the option of referring to widely-recognized economic sanctions laws of the United Nations, the USA, the European Union and the United Kingdom, in addition to the standard text that defines sanctions laws with reference to the relevant laws of the governmental authority in the parties’ and their direct or indirect parents’ place of organization or principal place of business. The operator’s duties now include a requirement to establish and implement policies and procedures designed to facilitate compliance with Economic Sanctions Laws in the conduct of joint operations. Optional wording also requires the operator to introduce an equivalent requirement on any contractors it engages. New optional wording requires each party to: (a) warrant, with regard to its operations and activities under the JOA, that it and its affiliates are not sanctioned persons, (b) covenant that those persons will not take actions that are likely to result in violations of Economic Sanctions Laws, and (c) indemnify the other parties against any losses arising from any such violations. Any party that is investigated for alleged sanctions violations must notify the other parties and supply information about the investigation. The 2023 JOA clarifies that no party is required to perform any JOA obligation to the extent it violates, or causes a party to violate, Economic Sanctions Laws. New optional provisions enable non-operators to remove an operator that has been found to have committed violations of Economic Sanctions Laws. The 2023 JOA clarifies that any failure to pay joint account charges does not constitute a default where non-payment is required to comply with Economic Sanctions Laws. Recognizing that JOA parties are vulnerable to sanctions risks if sanctioned entities enter the joint venture as a result of M&A transactions, the 2023 JOA prohibits parties from making a transfer that would violate, or cause another party to violate, Economic Sanctions Laws. A party that breaches Economic Sanctions Laws as a result of a change of control will also be treated as a defaulting party until the violation is corrected (which, in practice, may require the change of control to be reversed unless the defaulting party is willing to risk losing its interest in the asset). A new optional provision also facilitates withdrawal by a party that has to withdraw from the JOA as a result of the belief that another party is a sanctioned person. In such case, the withdrawing party will not be required to assign any participating interest to the party believed to be sanctioned and will instead be entitled to assign its interest to the other parties only (or if there are none, to a third party that that the transferor reasonably determines following consultation with the non-withdrawing parties). Anti-Bribery and Corruption
The 2023 JOA builds on the anti-bribery and corruption provisions set forth in the 2012 JOA. Since the publication of that version, bribery offences have continued to be met with strict enforcement action from regulators internationally, while a number of high profile corruption cases serve as a reminder to companies of the importance of thorough anti-bribery and corruption procedures and practices. The 2023 JOA includes the following key revisions:
The definition of “Anti-Bribery Laws and Obligations” now includes optional references to the U.S. Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act of 2010, which have become widely accepted by many in the industry. The 2023 JOA also strengthens and broadens certain of the operator’s obligations with respect to anti-bribery and corruption compliance. Among these are obligations for the operator to establish and implement anti-bribery and corruption policies and procedures and a requirement that, in its due diligence into independent contractors, the operator take into account the proposed contractors’ compliance with Anti-Bribery Laws and Obligations. Recognizing that no party should find itself forced to act in a way that could result in it breaching Anti-Bribery Laws and Obligations, the 2023 JOA specifically clarifies that no party is required to perform any JOA obligation to the extent that doing so violates Anti-Bribery Laws and Obligations. The 2023 JOA updates and strengthens the provisions established under the 2012 JOA for removal of the operator if: (a) it has admitted allegations that it has violated applicable Anti-Bribery Laws and Obligations in JOA activities, (b) it has been finally adjudicated concerning operations under the JOA that the operator has violated applicable Anti-Bribery Laws and Obligations, or (c) the operator has been finally determined in arbitration to have breached the compliance warranties or covenants. Human Rights
The concept of human rights did not expressly feature in the 2012 JOA, but the Drafting Committee saw this as a key area that required recognition in the 2023 JOA. The “Human Rights” definition is linked to the UN Declaration of Human Rights of 1948 and the ILO Declaration and Fundamental Principles and Rights at Work, together with the principles set out in Part II of the UN Guiding Principles on Business and Human Rights applicable to businesses. The 2023 JOA requires all parties to respect human rights principles while performing their obligations and exercising their rights under the JOA. When conducting due diligence on prospective independent contractors, the operator must take into account their compliance with Human Rights. Default
If a defaulting party fails to remedy its defaults by the 30th day of a default period, the non-defaulting parties may exercise their remedies, which may involve requiring the defaulting party to withdraw from the JOA or transfer its interest to the non-defaulting parties. Because any such transfer will typically be subject to host government consent, the 2023 JOA requires the defaulting party to hold its interest in trust for the benefit of the non-defaulting parties if government consent is not given.1
The “Withering Interest” provisions, which were introduced into the 2012 JOA, triggered strong opinions among the members of the Drafting Committee. Some urged deletion of these provisions due to their complexity, or simply because they are rarely used, while others felt strongly that they should be retained. The Co-Chairs elected to retain these provisions, but to make them optional. Exclusive Operations
The 2012 JOA provides that, if all JOA parties exercise their rights to participate in an operation proposed as an exclusive operation, that operation will be conducted as a joint operation. The Drafting Committee felt there was benefit to adding a new alternative to this provision, which better reflects the voting passmark. Drafters may now select Alternative #2 to Article 7.2.D if their preference is for an operation proposed as an exclusive operation to automatically become a joint operation if parties with combined participating interests equal to or greater than the passmark exercise their rights to participate. The 2012 JOA only contains risk-based premia for costs incurred in exclusive operations relating to obtaining G&G data pertaining to a discovery, work in relation to exploration wells that made the relevant discovery and appraisal wells that delineated the discovery in which the non-Consenting Party intends to reinstate its relinquished rights. To address a gap identified by Drafting Committee members, the 2023 JOA includes a new risk-based premium payable by non-Consenting Parties that exercise reinstatement rights in relation to operations involving the determination of a commercial discovery. Greenhouse Gas Emissions
One of the biggest shifts in the industry since 2012 is the widespread realization that all energy players have a role to play in meeting the challenge of climate change and that a broader energy mix will be crucial to the energy transition. The revisions to the 2023 JOA include the following key clauses addressing greenhouse gas emissions, all of which are optional:
“Greenhouse Gas” is defined as “the following six gases: carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons and sulfur hexafluoride, or as an internationally recognized body (such as the Intergovernmental Panel on Climate Change (IPCC)) may determine from time to time.”
The operator must conduct joint operations in a manner designed to either limit or mitigate greenhouse emissions, including by providing for this in the HSE plan. The operator must also utilize available technology and processes for this purpose. The operator must report periodically on greenhouse gas emissions data in line with applicable laws or the IPIECA/API/IOGP’s “Petroleum industry guidelines for reporting greenhouse gas emissions” (2d ed. May 2011) and must periodically assess energy efficiency and greenhouse gas emissions abatement opportunities and present them to the operating committee as part of the work program and budget review and approval process. Force Majeure
The force majeure provision has been updated to allow a party that is unable to meet payment obligations as a result of compliance with Economic Sanctions Laws to have the benefit of relief from performance of such obligations. Under the 2012 JOA, force majeure is not available to parties that fail to make payments (regardless of the reason for non-payment). Based on feedback from the Drafting Committee members, the force majeure provision has also been expanded to ensure that government-owned or controlled parties are not entitled to force majeure relief as a result of any change in laws or other governmental action, unless such change or action applies universally to all JOA parties. The author wishes to thank the AIEN JOA Drafting Committee, including the Co-Chairs and the Sub-Committee members, in particular the Sub-Committee leads Stuart Carter (Keystone Law), Nick Scott (ExxonMobil), Tom Booth (Shell), Mark Beeley (Orrick), Pat Appel (Chevron), Andrew Baxter (Environmental Defense Fund) and Dave Johnson (Vinson & Elkins) for their valuable input and contribution to the development of the 2023 JOA. 1 The Guidance Notes contain guidance on circumstances where trust arrangements may not be appropriate.

The 2023 AIEN Model International Joint Operating Agreement

Vinson & Elkins emerged as the top M&A legal advisers by value and volume. Vinson & Elkins emerged as the top M&A legal advisers in the oil and gas sector for 2022 by value and volume. It advised on 44 deals worth $39.5bn. GlobalData lead analyst Aurojyoti Bose said: “Vinson & Elkins, which occupied the top position by both value and volume in 2021, also managed to retain its leadership in 2022 as well. However, the competition for the top position was tough in 2022. Kirkland & Ellis was just shy of two deals and a little more than $2bn to occupy the top spot by volume and value, respectively.”
According to the  financial deals database  of GlobalData, Kirkland & Ellis  took the second spot by value as well as volume by advising on 42 deals worth $37bn. Bose adds: “Interestingly, the top five positions by value as well as volume in 2022 were occupied by the same set of advisers.”
In terms of both value and volume, Latham & Watkins, Gibson, Dunn & Crutcher and Baker Botts secured the third, fourth and fifth places by advising on 29 deals worth $32.2bn, 18 deals worth $18.4bn, and 18 deals worth $15.4bn, respectively. GlobalData’s league tables are based on the real-time tracking of thousands of company websites, advisory firm websites, and other reliable sources available on the secondary domain. A dedicated team of analysts monitors all these sources to gather in-depth details for each deal, including adviser names. Share this article

Top ten M&A legal advisers in oil and gas sector for 2022 revealed

Additions reflect Wilson Sonsini’s focus on the needs of UK and European tech companies
Wilson Sonsini’s unique story in London: Building an integrated, US/UK-qualified, transatlantic team experienced in areas that help UK and European tech companies compete and win on the global stage
Since opening in London in 2018, Wilson Sonsini remains driven by UK and European tech companies’ demand for Silicon Valley-style business, strategic, and legal advice in their local geography
PALO ALTO, Calif.–(BUSINESS WIRE)–Wilson Sonsini Goodrich & Rosati, the premier provider of legal services to technology, life sciences, and growth enterprises worldwide, announced today that Fleur Benns , Sarah Lane , and Martin Luff have joined the firm as partners in the London office. The addition reflects Wilson Sonsini’s continued growth in London and that the firm has extended its London-based service offerings to include employee incentives and benefits (Benns), tax (Lane), and employment (Luff). The combination of new practice areas and Wilson Sonsini’s existing US and UK corporate and regulatory capabilities in London means the firm now has an integrated, US/UK-qualified, transatlantic deal team under one roof and one brand in London, with the core strategic skillsets that UK and European tech companies need to successfully grow their businesses. Since opening in London in 2018, Wilson Sonsini has expanded by adding talented transatlantic-focused lawyers who apply their international experience to support the growth of UK and European tech companies — from launching, scaling, and raising capital to exiting via M&A, IPO, or otherwise — with a particular focus on UK and European tech companies exploring US expansion, fundraising and/or exit. The firm has a formidable position in London’s tech ecosystem — and also other UK and European markets — as the go-to firm for technology companies with transatlantic ambitions. Originally launching its London office with one US partner and a handful of professional staff, Wilson Sonsini now has 38 London-based US, UK and dual US/UK-qualified attorneys — including 11 partners — and nearly 50 London employees overall. “Our decision to open in London was driven by market demand for the unique mix of legal and strategic business-related advice that has always been a hallmark of Silicon Valley,” said Doug Clark, managing partner at Wilson Sonsini. “Since then, market demand in London is why we’ve grown, through steady and strategic additions of talented attorneys like Fleur, Sarah, and Martin. This is also why we’ve added core skillsets, like theirs, that UK and European tech companies want and need to successfully grow their businesses — and we have all of that in one office, under Wilson Sonsini’s unique brand.”
Fleur Benns was previously a legal director within the Share Plans and Incentives team at Pinsent Masons LLP since 2018. She has more than 20 years of experience as a specialist employee incentives and benefits attorney, with particular experience in the technology and life sciences sectors combined with experience supporting US companies on incentive issues arising in respect of both acquisitions and investments into the UK. She has advised on the implementation of equity and share plans and on the operation of existing arrangements for public and private companies, including those with private equity and venture capital investors. Previously, she worked closely with the corporate teams at her firms on investment and M&A transaction support. Prior to joining Pinsent Masons, Benns worked as a legal director within a specialist employee incentives and benefits team at Bird & Bird LLP from 2010 to 2018. Before that, she was a senior associate at Baker McKenzie from 2007 to 2009; an associate at Taylor Wessing LLP from 2001 to 2007; and an associate and trainee at Olswang LLP from 1997 to 2001. She received her undergraduate degree from King’s College, University of London and her legal qualifications from the College of Law. She is admitted to practise as a Solicitor of England and Wales. Sarah Lane was previously senior tax counsel in Simpson Thacher’s London office. At Simpson, she led tax work on multiple M&A and capital markets transactions. She has worked in both law firms and tax consultancy, including 12 years as a partner in a Big 4 firm dealing with international tax and M&A across a broad range of sectors from tech to capital markets. Her experience includes providing tax advice in the venture capital, M&A, private equity, and fund formation spaces and dealing with major international transactions, as well as advising clients on tax disputes. She particularly enjoys working with early-stage clients to establish their businesses and partnering with them as they grow. Her past experience includes time as an academic at the University of Leeds. She received her M.A. degree from Corpus Christi College, University of Oxford and trained and qualified as a solicitor with Linklaters in London. She is admitted to practise as a Solicitor of England and Wales. Martin Luff is a US and UK-qualified employment lawyer and supports clients on a broad range of UK, US and international personnel matters. He was previously counsel in the London office of Vinson & Elkins for the past seven years. From 2009 to 2015, he was based in the Vinson & Elkins Houston office. He has extensive experience dealing with the employment aspects of business transactions. He also counsels clients on day-to-day UK and US human resources and personnel issues, including employment and consultancy agreements, international employee transfers and expatriate arrangements, disciplinary and performance issues, non-competition and non-solicitation covenants, redundancies and group layoffs, senior executive terminations, and employment disputes. Luff joined Vinson & Elkins in 2009 from global consulting firm ERM, where he served as in-house legal counsel in Houston and London. He began his career in 2002 as a trainee, then employment associate, at UK firm Travers Smith, where he worked until 2007. He received his LL.M. from the University of Texas School of Law, his LPC in law from Nottingham Law School, and his B.A. with honors from the University of Nottingham. He is admitted to practise as a Solicitor of England and Wales, and in Texas. Wilson Sonsini’s London team has advised numerous iconic, high-growth UK- and European-based tech companies on significant transatlantic financing and exit transactions since opening the office in 2018. A representative list includes Babylon, Beamery, Checkout.com, Current Health, Multiverse, Oxbotica, Peakon, Stability AI, TrueLayer, and WaveOptics. During the same time frame, the firm’s London-led US expansion team has counseled over 1,000 UK and other European start-ups on establishing and scaling US operations. “In tech, the US-UK dynamic is not just the special relationship — it’s the essential relationship. There are more unicorns in the UK than anywhere else in Europe, and most of those companies have raised capital from US venture and growth capital investors,” said Daniel Glazer , managing partner of Wilson Sonsini’s London office. “Since launching in London in 2018, we’ve heard from the market loud and clear that UK and European tech companies want an integrated US-UK service offering, free from friction created by choice of governing law, time zones, and differing market norms and expectations. Our US/UK-qualified London team — backed by lawyers across our 14 US offices who have a particular cross-border focus — provides the transatlantic support for UK and European tech companies to compete and win in America and globally.”
About Wilson Sonsini Goodrich & Rosati
For more than 60 years, Wilson Sonsini’s services and legal disciplines have focused on serving the principal challenges faced by the management and boards of directors of business enterprises. The firm is nationally recognized as a leading provider to growing and established clients seeking legal counsel to complete sophisticated corporate and technology transactions; manage governance and enterprise-scale matters; assist with intellectual property development, protection, and IP-driven transactions; represent them in contested disputes; and/or advise them on antitrust or other regulatory matters. With deep roots in Silicon Valley, Wilson Sonsini has 19 offices in technology and business hubs worldwide. For more information, please visit www.wsgr.com . ADDITIONAL FACTS AND INFORMATION
Quotes From New Partners
“Joining Wilson Sonsini gives me a chance to contribute to the firm’s legacy of working with iconic technology and life sciences clients,” said Fleur Benns, who focuses her practice on employee incentives and benefits. “I look forward to working with the firm’s team in London and helping UK and European tech and life sciences clients seeking to compete and win in America and globally.”
“Wilson Sonsini has an amazing and special brand that grew out of its long-time practice of representing innovative companies,” said Sarah Lane, who focuses her practice on corporate tax matters. “The firm also has a unique position in London in that it’s truly focused on technology clients and now has an integrated, dual-qualified, transatlantic deal team.”
“I share the collaborative, Silicon Valley-inspired spirit you find in the firm’s London office and across the firm,” said Martin Luff, who focuses his practice on employment matters. “That type of collaboration and approach is valued by our clients and is what helps make Wilson Sonsini unique. The corporate practice is comprehensive in scope, and I’m excited about being a part of the integrated, dual-qualified, transatlantic team in London that has core strategic skillsets that UK and European entrepreneurs need to grow their companies.”
Representative Clients and Matters
Advising Beamery on $50 million Series D financing

Wilson Sonsini Adds Three Partners in London as Office Continues to Grow

Additions reflect Wilson Sonsini’s focus on the needs of UK and European tech companies
Wilson Sonsini’s unique story in London: Building an integrated, US/UK-qualified, transatlantic team experienced in areas that help UK and European tech companies compete and win on the global stage
Since opening in London in 2018, Wilson Sonsini remains driven by UK and European tech companies’ demand for Silicon Valley-style business, strategic, and legal advice in their local geography
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Fleur Benns, Partner, Wilson Sonsini (Photo: Business Wire)
January 17, 2023 03:00 AM Eastern Standard Time
PALO ALTO, Calif.--( BUSINESS WIRE )--Wilson Sonsini Goodrich & Rosati, the premier provider of legal services to technology, life sciences, and growth enterprises worldwide, announced today that Fleur Benns , Sarah Lane , and Martin Luff have joined the firm as partners in the London office. The addition reflects Wilson Sonsini’s continued growth in London and that the firm has extended its London-based service offerings to include employee incentives and benefits (Benns), tax (Lane), and employment (Luff). The combination of new practice areas and Wilson Sonsini’s existing US and UK corporate and regulatory capabilities in London means the firm now has an integrated, US/UK-qualified, transatlantic deal team under one roof and one brand in London, with the core strategic skillsets that UK and European tech companies need to successfully grow their businesses. Since opening in London in 2018, Wilson Sonsini has expanded by adding talented transatlantic-focused lawyers who apply their international experience to support the growth of UK and European tech companies — from launching, scaling, and raising capital to exiting via M&A, IPO, or otherwise — with a particular focus on UK and European tech companies exploring US expansion, fundraising and/or exit. The firm has a formidable position in London’s tech ecosystem — and also other UK and European markets — as the go-to firm for technology companies with transatlantic ambitions. Originally launching its London office with one US partner and a handful of professional staff, Wilson Sonsini now has 38 London-based US, UK and dual US/UK-qualified attorneys — including 11 partners — and nearly 50 London employees overall. “Our decision to open in London was driven by market demand for the unique mix of legal and strategic business-related advice that has always been a hallmark of Silicon Valley,” said Doug Clark, managing partner at Wilson Sonsini. “Since then, market demand in London is why we’ve grown, through steady and strategic additions of talented attorneys like Fleur, Sarah, and Martin. This is also why we’ve added core skillsets, like theirs, that UK and European tech companies want and need to successfully grow their businesses — and we have all of that in one office, under Wilson Sonsini’s unique brand.”
Fleur Benns was previously a legal director within the Share Plans and Incentives team at Pinsent Masons LLP since 2018. She has more than 20 years of experience as a specialist employee incentives and benefits attorney, with particular experience in the technology and life sciences sectors combined with experience supporting US companies on incentive issues arising in respect of both acquisitions and investments into the UK. She has advised on the implementation of equity and share plans and on the operation of existing arrangements for public and private companies, including those with private equity and venture capital investors. Previously, she worked closely with the corporate teams at her firms on investment and M&A transaction support. Prior to joining Pinsent Masons, Benns worked as a legal director within a specialist employee incentives and benefits team at Bird & Bird LLP from 2010 to 2018. Before that, she was a senior associate at Baker McKenzie from 2007 to 2009; an associate at Taylor Wessing LLP from 2001 to 2007; and an associate and trainee at Olswang LLP from 1997 to 2001. She received her undergraduate degree from King’s College, University of London and her legal qualifications from the College of Law. She is admitted to practise as a Solicitor of England and Wales. Sarah Lane was previously senior tax counsel in Simpson Thacher’s London office. At Simpson, she led tax work on multiple M&A and capital markets transactions. She has worked in both law firms and tax consultancy, including 12 years as a partner in a Big 4 firm dealing with international tax and M&A across a broad range of sectors from tech to capital markets. Her experience includes providing tax advice in the venture capital, M&A, private equity, and fund formation spaces and dealing with major international transactions, as well as advising clients on tax disputes. She particularly enjoys working with early-stage clients to establish their businesses and partnering with them as they grow. Her past experience includes time as an academic at the University of Leeds. She received her M.A. degree from Corpus Christi College, University of Oxford and trained and qualified as a solicitor with Linklaters in London. She is admitted to practise as a Solicitor of England and Wales. Martin Luff is a US and UK-qualified employment lawyer and supports clients on a broad range of UK, US and international personnel matters. He was previously counsel in the London office of Vinson & Elkins for the past seven years. From 2009 to 2015, he was based in the Vinson & Elkins Houston office. He has extensive experience dealing with the employment aspects of business transactions. He also counsels clients on day-to-day UK and US human resources and personnel issues, including employment and consultancy agreements, international employee transfers and expatriate arrangements, disciplinary and performance issues, non-competition and non-solicitation covenants, redundancies and group layoffs, senior executive terminations, and employment disputes. Luff joined Vinson & Elkins in 2009 from global consulting firm ERM, where he served as in-house legal counsel in Houston and London. He began his career in 2002 as a trainee, then employment associate, at UK firm Travers Smith, where he worked until 2007. He received his LL.M. from the University of Texas School of Law, his LPC in law from Nottingham Law School, and his B.A. with honors from the University of Nottingham. He is admitted to practise as a Solicitor of England and Wales, and in Texas. Wilson Sonsini’s London team has advised numerous iconic, high-growth UK- and European-based tech companies on significant transatlantic financing and exit transactions since opening the office in 2018. A representative list includes Babylon, Beamery, Checkout.com, Current Health, Multiverse, Oxbotica, Peakon, Stability AI, TrueLayer, and WaveOptics. During the same time frame, the firm’s London-led US expansion team has counseled over 1,000 UK and other European start-ups on establishing and scaling US operations. “In tech, the US-UK dynamic is not just the special relationship — it’s the essential relationship. There are more unicorns in the UK than anywhere else in Europe, and most of those companies have raised capital from US venture and growth capital investors,” said Daniel Glazer , managing partner of Wilson Sonsini’s London office. “Since launching in London in 2018, we’ve heard from the market loud and clear that UK and European tech companies want an integrated US-UK service offering, free from friction created by choice of governing law, time zones, and differing market norms and expectations. Our US/UK-qualified London team — backed by lawyers across our 14 US offices who have a particular cross-border focus — provides the transatlantic support for UK and European tech companies to compete and win in America and globally.”
About Wilson Sonsini Goodrich & Rosati
For more than 60 years, Wilson Sonsini’s services and legal disciplines have focused on serving the principal challenges faced by the management and boards of directors of business enterprises. The firm is nationally recognized as a leading provider to growing and established clients seeking legal counsel to complete sophisticated corporate and technology transactions; manage governance and enterprise-scale matters; assist with intellectual property development, protection, and IP-driven transactions; represent them in contested disputes; and/or advise them on antitrust or other regulatory matters. With deep roots in Silicon Valley, Wilson Sonsini has 19 offices in technology and business hubs worldwide. For more information, please visit www.wsgr.com . ADDITIONAL FACTS AND INFORMATION
Quotes From New Partners
“Joining Wilson Sonsini gives me a chance to contribute to the firm’s legacy of working with iconic technology and life sciences clients,” said Fleur Benns, who focuses her practice on employee incentives and benefits. “I look forward to working with the firm’s team in London and helping UK and European tech and life sciences clients seeking to compete and win in America and globally.”
“Wilson Sonsini has an amazing and special brand that grew out of its long-time practice of representing innovative companies,” said Sarah Lane, who focuses her practice on corporate tax matters. “The firm also has a unique position in London in that it’s truly focused on technology clients and now has an integrated, dual-qualified, transatlantic deal team.”
“I share the collaborative, Silicon Valley-inspired spirit you find in the firm’s London office and across the firm,” said Martin Luff, who focuses his practice on employment matters. “That type of collaboration and approach is valued by our clients and is what helps make Wilson Sonsini unique. The corporate practice is comprehensive in scope, and I’m excited about being a part of the integrated, dual-qualified, transatlantic team in London that has core strategic skillsets that UK and European entrepreneurs need to grow their companies.”
Representative Clients and Matters
Advising Beamery on $50 million Series D financing

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GREENWICH , Conn. and HOUSTON , Feb. 16 , 2023 / PRNewswire / -- Lotus Infra \'s tructure Partners today announced the launch of NeuVentus .

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