RM3756 - RAIL LEGAL SERVICES STEPHENSON HARWOOD PROSPECTUS | VERSION 1: 20 JUNE 2017

Contact details: Rail Team, Stephenson Harwood LLP D: +44 20 7809 2539 (Karen Evans, PA) E: [email protected]

Contents Recent awards

1. Core specialisms 2

Rail regulatory law 2

Company, Commercial and Contract Law Procurement Law

Competition Law Rail finance firm of the year EU Law Global Transport Finance 2013-2016

2. Non-core specialisms 6 Pensions Law

Finance and Taxation Information Law Transport law firm of the year Commercial litigation advisory Intellectual Property Law The Legal 500 UK 2014 firm of the year 2017

Property Law (Including Planning)

Litigation and Dispute Resolution

Information Technology (Telecoms and Digital)

Environmental and Health & Safety Law Pensions law firm of the year 2017 Legal team of the year 2015 Insurance Law Pensions Age Awards European WealthBriefing Awards

International Law

Employment Law Devolution Law Law firm of the year – 3. Key contacts 11 Operational Risk Awards 2017 and 2016

Stephenson Harwood LLP 1 Finsbury Circus, London EC2M 7SH LONADMIN\8916300.2 CONFIDENTIAL

1. Core specialisms 1.1 Rail regulatory law Stephenson Harwood can offer advice to the DfT in a wide range of areas, which spans traditional legal practice areas. Whilst we also have vast experience in franchise bidding, we have focussed on the areas most relevant to Tier 2 of the RM3756 Panel (and have set out examples alongside each service offering): a) Rail franchising – operational phase  Franchise extension: Advising on various pre-contracted extensions to its franchises.  Direct award: Advising Northern Rail and Abellio Greater Anglia on their respective direct award contracts in 2014, including significant updates to reflect policy changes.  Change of control: Advising Trenitalia on the rail aspects of its purchase of the franchise. Advising Abellio East Anglia on competition aspects of its change of control in selling 40% of its business to Mitsui.  Demobilisation: Advising Northern Rail on the demobilisation of the Northern direct award franchise. Advising Trains Wales and DB Regio Tyne and Wear Limited on the demobilisation of their current franchise/Concessions.  Licensing, safety and regulation: Advising various train operators and Transport for London on all aspects of the relevant legislation, including the Railways Acts, The Railways (Access, Management and Licensing of Railway Undertakings) Regulations, the Utilities Contracts Regulations, regulation 1370/2007 and other secondary legislation such as ROGS and the Interoperability Regulations.  Competition: Advising an anonymous owning group on competition strategy as a whole for its franchise and concession bids, including full analysis of the potential flows and overlaps and advice on the EU and UK competition regimes.  Committed Obligations: Advising Abellio East Anglia on the implementation of committed obligations (including a new depot). Advising Arriva Rail North and on the implementation of various committed obligations (including alliancing arrangements).  Other day-to-day matters: Advising Abellio East Anglia, , Rail, , Arriva Rail North, DB Tyne & Wear and Arriva Rail London on various matters arising from their respective franchise/concession agreements. b) Rolling stock transactions  Standalone fleet procurements: Advising CAF on procurements of new rolling stock for Birmingham Trams, and the Arriva Rail North franchises. Advising CAF on bids for , , London Underground and West Midlands new rolling stock. Advising London Underground Limited on the purchase of new traction equipment for the Central Line fleet and also on the procurement of engineering trains, yellow plant and wagons.  Maintenance arrangements: In acting for manufacturers and procurers, we advise on the operations and maintenance arrangements for new and existing fleets.  Cascades: Advising Northern Rail on North West Electrics and Project Arcturus. This involved introducing various new rolling stock arrangements to facilitate the cascade of rolling stock to TransPennine Express.  Financiers: Advising financiers on their bids for new rolling stock, including Deutsche Asset Management on its own and as part of a consortium (where we advised the consortium as a whole) on various bids and Rock Infrastructure on the financing of new rolling stock for the Moorgate fleet.  Existing rolling stock: Advising Voyager Leasing, Lombard and RBS on the Voyager fleet and various leasing and maintenance requirements, including the ETCS/ERTMS projects for signalling on rolling stock and the implications of retrofitting the European Train Control System to the fleet of trains. Advising Northern Rail on securing new (to the north) class 319 cascaded units and a locomotive hauled rolling stock contract with to allow the cascade of certain units to TransPennine Express.

Key contacts: Tammy Samuel (see 3.1) and Suzanne Tarplee (see 3.2)

1.2 Infrastructure Concessions and other infrastructure related rail projects This is a key area of expertise which Stephenson Harwood Rail team has. We set out examples below alongside each service offering:

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a) Rail infrastructure concessions  HS2: A member of our team was seconded to HS2 as interim General Counsel and Company Secretary for 9 months. This role involved heading up the in house legal team and providing HS2 with legal advice on infrastructure, construction and rolling stock procurements.  Concession Agreement – day-to-day operation: A member of team was seconded to HS1 as interim General Counsel and Company Secretary for 13 months, which involved advising on all aspects of HS1's business. b) Rail Infrastructure projects  : Advising Transport for London in relation to the Crossrail Central Operating Section, including establishment of a new infrastructure management entity, regulation and access arrangements, accessing Heathrow airport, power supply arrangements and interfaces with (and has included working with the DfT, as joint Sponsor, as well as the ORR and PwC).  HS2: Advising a consortium of Laing O'Rourke, FCC and Murphy on its bids for HS2 civils contract packages (based on the NEC3 Engineering and Construction Contract as significantly amended by HS2 Limited) and have been recently successful on one of the early contractor packages. c) Alliances  Deep alliance: Advising South West Trains on the negotiation and implementation of the first "deep" Alliance with Network Rail, following the McNulty review.  Other alliances: Advising on alliances with Network Rail as part of the Northern single tender award, the ScotRail competition and the London Overground concession. d) New facilities  Depot: Advising Abellio East Anglia on the procurement of the construction of a new depot at Brantham.  Manufacturing facility: Advising CAF on the arrangements for a new manufacturing facility being constructed in the UK, including rail, real estate, competition, corporate, planning and employment issues. e) Stations  Bespoke arrangements: Advising TfL on the transfer the control of stations on the West Anglia rail lines to TfL, including advising on the regulatory aspects of the transfer, negotiating bespoke leasing arrangements with Network Rail and bespoke access documentation.

Case study: Crossrail Crossrail is the first time TfL has been responsible as infrastructure manager for a railway. Our role has involved preparing all of the arrangements needed to create a "mini Network Rail": establishing Rail for London (Infrastructure) Limited, considering the applicable legal and regulatory landscape – both current and prospective – and drafting a suite of access documents to facilitate access to the Crossrail Central Operating Section and advising on licensing requirements. This has included working with DfT (as joint Sponsor) on various issues, together with the ORR and PwC, to create a suitable regulatory structure for the new line and the provision of access (including compliance with domestic and European requirements). We have also been advising in relation to the disputes with Heathrow Airport in relation to: (1) price for accessing; and (2) terms of access, to the Heathrow spur. The first went to the High Court (by way of a judicial review of the ORR) and the second is before the ORR, as arbiter under the 2016 Regulations.

Key contacts: Tammy Samuel (see 3.1) and Suzanne Tarplee (see 3.2)

1.3 Rail Industry Projects Stephenson Harwood is often seen at the heart of rail industry projects, including assisting new entrants into the rail market. We set out below examples against each service offering: a) Standard industry documentation  Remote condition monitoring: Advising RSSB on the development of its standard form contracts for cross industry remote condition monitoring, on track and trains.  Ticket agency terms: Advising Expedia.com on its entry to the rail ticketing market, rail regulation and the standard terms and conditions with train operators across Europe for retailing tickets.  Website terms: Also advising Expedia.com on the terms and conditions for purchasing rail tickets in the UK for its website.

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CONFIDENTIAL b) Regulatory projects  Crossrail: Advising TfL on possibly the largest and most complex regulatory project currently in the industry – on which please see the case study above.  Heathrow: Advising TfL on the receiving end of a regulatory regime from Heathrow Airport in relation to the Heathrow spur, a piece of infrastructure only subject to limited ORR regulation. This has involved responding to consultations on template documentation, engaging in discussions with Heathrow, DfT and the ORR and ultimately resorting to regulatory appeal rights. This has required an in-depth understanding of the Railways Act, all European legislation (including the four railway packages) and UK regulations implementing them, the Crossrail Act and the Greater London Authority Act.  Disputes: Advising in relation to the creation of Access Dispute Resolution Rules for the Crossrail Central Operating Section.  Digital Railway: We have been at the forefront of thinking on ETCS/ERTMS and the Digital Railway, having hosted and participated in a number of conferences and top table dinners with key industry players such as Sir Peter Hendy and David Waboso. c) Structural issues  Financing of innovation: Advising a number of financiers and operators regarding the structuring of investment in railways infrastructure outside of traditional Network Rail stations.  Stations: Advising on a new station access structure for Crossrail stations.  Periodic review: Advising TfL on various issues relating to the ORR's forthcoming periodic review process on which initial consultations have been issued. Also advising TfL on a periodic review structure for Crossrail.  Telecommunications: advised a telecoms provider in its negotiations with Network Rail to enhance mobile phone signals and a new operator looking to enter the UK on the structure of the industry.

Case study: Digital Railway We have been at the forefront of developments on the Digital Railway. We have gathered together experts from across the industry for our annual signalling conference, which has seen high profile speakers from Network Rail and train operators talk about the challenges of introducing new technologies to the railway. We have also hosted David Waboso for a top table dinner on the Digital Railway, which discussed this key area of innovation for Network Rail. We have also been involved on advising a bidder to supply on-train signalling technology, which was expected (at the time) to be the first contract signed. We are also advising Voyager Leasing on procuring on-train signalling technology.

Key contacts: Tammy Samuel (see 3.1) and Suzanne Tarplee (see 3.2)

1.4 Company, Commercial and Contract Law

We advise on complex, commercial and contractual arrangements within the public and private sector and set out below examples against each service offering: a) Company law  Compliance: Advising Arriva and CAF on compliance with the Companies Act 2006.  Structuring: Advising a number of clients on structuring of corporate entities as part of their proposed investment strategies within the UK railway industry. b) Share acquisitions/disposals  Takeovers: Advising Trenitalia on its takeover of the NXET franchise.  Change of control: Advising Abellio on its disposal of 40% of its East Anglia franchise. c) Formation of Government companies and JVs  Bid vehicles: Advising on the formation of private sector JVs to bid to public sector (for example in the franchise for Arriva and Amey);  Public sector subsidiaries: Advising TfL on the establishment of a specific railway infrastructure management company. d) Directors' duties

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 General duties: This forms part of what we do in every transaction, advising our clients as to the duties of their directors. In particular, advising Arriva Plc on the duties of its directors in the context of operation a railway business. e) Company secretarial services  Incorporation: Offering incorporation services for private and public companies.  Interpretation: Advising on company secretarial queries of a general and specific nature in relation to interpretation of articles of association, the Companies Act 2006 and the interaction between these  Board papers/minutes: Drafting board papers and minutes in connection with various transactions. f) Operating, partnership, joint venture and alliancing agreements  JV agreements – incorporation and initial phase: Advising Amey Rail who is bidding for the Wales and Borders franchise in a joint venture with Keolis.  JVs – operational phase: Advising established JVs such as Abellio and Stagecoach on their East Anglia bid (and subsequently Abellio and Mitsui on aspects of their JV), including competition and merger control advice.  Operator/infrastructure alliances: see section 1.2c) above.  Infrastructure bidding alliance: Advising Arriva on its alliancing arrangements for the Wales and Borders franchise, which will include both infrastructure management and train operations.

Case study: TfL The establishment of the commercial, contractual and regulatory arrangements for the tunnel section for Crossrail is complex and innovative. Rarely are contractual, commercial and regulatory structures such as this established within the rail sector. The matter required us to consider the corporate structuring arrangements, understanding of the policies of TfL as well as the UK and EU rail regulatory regimes to ensure that the correct structure between the legacy Crossrail Limited and a newly established company (RfLI) will work both in theory and practice. Charging for access is important and, of course, we structured the arrangements to gain approval from the ORR and comply with their policies and procedures. This has involved public consultation and reflecting back into the documentation the outcomes and comments.

Key contacts: Tammy Samuel (see 3.1) and Suzanne Tarplee (see 3.2)

1.5 Procurement Law

We have over twenty years’ experience of advising government clients in the UK, specialising in complex contracts and projects, as well as on public law issues such as state aid and public procurement. The team has worked on projects using many different models and contract forms including PFI and PF2 together with NEC3 standard form. We set out below examples against each service offering: a) Complex infrastructure projects  Transport: Advising the Highways Agency on its operational road DBFO projects including the Severn Bridges Crossing and the M25 PP. Advising the London Borough of Hounslow on its £800 million highways maintenance pathfinder PFI.  Waste: Advising North London Waste Authority on its £3 billion waste management PFI project. b) Government Contracts (NEC3)  HS2: Advising a successful bidder on the NEC3 contracts proposed for the enabling works and main works civils contracts for HS2 infrastructure project.  Ministry of Justice: Advising the Ministry of Justice on its use of NEC3 contracts for the construction of custodial facilities. c) Government Contracts (PFI)  PFI/PF2: Advising on PFI projects since the late 1990s across a wide range of sectors including transport, education, healthcare, custodial and waste. This includes advising on the latest model – PF2 – as part of the Priority School Building Programme. d) Public procurement law  Procurement competitions: Advising Post Office on a range of public procurement and commercial matters in relation to its Mails, Retail and Telecomms businesses. Advising the Ministry of Justice on public procurement matters in relation to its prisons capacity building programme.

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 Outsourcing: Advising the Police on public procurement matters in relation to its outsourcing programme. e) Wider public law advice  State Aid/Brexit: Advising on wider public law matters such as state aid and vires, as well as the impact of Brexit on the businesses (including rail businesses). f) Franchise/Concession bids  Competitions: Advising clients on their responses/bids to public procurement exercises from the DfT, TfL, Transport Scotland and Transport for Wales. This includes competitions under the Public Contracts Regulations, but also EU regulation such as Regulation 1370/2006.

Case study: London Underground Advising LUL as procurer in relation to a number of projects including the procurement of engineering trains for the Crossrail infrastructure; procurement of a new traction motor system for the Central Line tube trains; and procurement of new wagons. All procured pursuant to the Public Contracts Regulations 2015, we worked with TfL to devise a standard form set of contracts and procurement documentation; commented on the ITT (including evaluation criteria and specifications); evaluated bids as they were received; assisted in the negotiation of various points with bidders; issued BAFO documentation; and finalised the contracts with the winning bidders. This has involved advice on competitions with a single tenderer as well as multiple tenders.

Key contact: Tammy Samuel (see 3.1), Suzanne Tarplee (see 3.2) and Rebecca Carter (see 3.3)

1.6 Competition and EU Law We have considerable experience in advising in competition and EU law, with particular expertise in the rail sector. We set out below examples against each service offering:  Franchise awards: Advising Abellio East Anglia, GTRL and Northern Rail on various competition aspects of the award of a franchise/direct award, including liaising with the relevant regulators at UK and EU level, including jurisdictional and substantive merger control issues, due diligence and data room procedures.  Concession awards: Advising Arriva Rail London on the competition aspects of the award of the London Overground concession, including liaising with the Competition and Markets Authority.  Strategy: Advising a train operating group on the merger control and competition strategy for bids and awards of UK rail franchises, direct awards and concessions.  Change of control: Advising Abellio on the competition aspects of its sale of a shareholding in Abellio East Anglia to Mitsui.  EU law / Brexit: - Understanding the application of EU law, its Treaties and Regulations, in the context of the UK’s vote on 23 June 2016 to leave the EU, including closely following the ‘Article 50’ litigation in the High Court and Supreme Court in late 2016 and the implications for the rail sector.  Consultation responses: Advising a local government body on abuse of dominance issues as part of a consultation response relating to a key section of privately owned UK transport infrastructure.

Key contact: Marta Garcia (see 3.4)

2. Non-core specialisms 2.1 Pensions Law

Our pensions team is one of the largest City-based pensions teams advising both pension scheme trustees and sponsors. We provide "full service" pensions legal advice and not simply a "corporate support" service. The typical services we provide include:  Franchises/concessions: advising on pensions arrangements and risks arising from franchise and concession agreements, including Arriva Rail London, Abellio East Anglia, Northern Rail and a bidder for the Docklands Light Railway franchise.  Share sale: Advising on pensions implications arising from the sale of NXET Trains to Trenitalia.  Strategy: advising on corporate acquisitions, disposals, mergers, demergers and reorganisations on pension schemes.  Interpretation: advising on questions of interpretation of scheme documents, what benefits the rules provide and what formalities are required for different decisions..

Key contacts: Graham Wrightson (see 3.5) and Mark Catchpole (see 3.6)

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2.2 Finance and Taxation

We offer excellent tax advice across all sectors, including rail. We cover the full range from business and company sales and restructurings, through to real estate and financing transactions, funds and tax disputes. Expertise includes tax planning and reporting, M&A, real estate and employment tax and share schemes. This has included:

 Real estate: Advising on tax implications of entering into new depot and station leases as part of both direct awards and franchise mobilisation.  Structuring: Advising on the tax implications arising from the proposed structuring of property interests for the Crossrail Central Operating Section.  Sale and leaseback: Advising Lombard on a sale and leaseback arrangement with GB Railfreight.

Case study: Lombard Advising on a large number of equipment leasing and financing transactions, including a recent sale and leaseback arrangement with GB Railfreight of 5 locomotives, involving complex tax issues including in relation to capital allowances and VAT. Our responsibility included tax structuring, negotiation and implementation and providing tax opinions on the tax consequences this deal.

Key contact: Hugo Jenney (see 3.7)

2.3 Information Law

Our experienced team advises clients in relation to all aspects of data protection and information law. We regularly advise customers on commercial contracts such as franchise agreements, agency and distribution agreements and supply agreements as well as on more complex outsourcings and technology agreements.  Arriva Rail North: Advising the rail franchise on the negotiation of an agreement for certain train staff and services.  Various rail franchisees: Advising on a number of rail companies on data protection issues including those relating to the transfer of the Northern Rail franchise.  Ambassador Theatre Group & Aylesbury Vale District Council: Advising on the successful appeal to the Information Tribunal against a Freedom of Information Act decision notice.

Key contact: Jonathan Kirsop (see 3.8)

2.4 Intellectual Property Law

We advise our clients on a complete range of IP issues. Our team has considerable experience advising clients on both domestic and international issues. We advise on patents, copyright, databases, designs, trade marks, domain names, trade secrets and confidentiality. We have particular strengths in life science and in luxury and consumer brands, building a formidable reputation and client base within these sectors. Our work is split into three key areas: a) IP strategy  global IP protection and enforcement strategies  IP audits of a company’s existing IP  international freedom to operate  brand and design clearance and advising on registration of rights b) IP exploitation  IP licensing, assignments, collaborations, R&D, technology transfers, joint ventures  IP in corporate and finance transactions c) IP dispute resolution  pre-action advice on whether the use of technology, designs and/or brands infringe third party rights and practical steps to avoid legal proceedings  IP litigation in the UK and cross-border litigation, alternative dispute resolution options  opposition/revocation proceedings before the trade mark and patent registries  domain and company name disputes

Key contact: Rob Jacob (see 3.9)

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2.5 Property Law (Including Planning)

Our property law team has particular expertise in relation to the consenting of large infrastructure projects and dealing with the compulsory acquisition of property interests. On a daily basis we guide public authorities, developers, funders, contractors, purchasers, and occupiers through the myriad of planning law, policy and guidance, negotiating statutory planning and infrastructure agreements, conducting appeals, inquiries and judicial review proceedings.

 HS2: Advising Accor Hotels Group in relation to its petition to the HS2 Select Committee of the House of Commons against the HS2 Bill.  Chiltern Railways: Advising on the planning implications of extending its services to Oxford station.  Rail Test Track: Advising a confidential developer on its proposals to construct a rail test track for the testing of rolling stock.  NSIP/Planning Act 2008: Advising North London Waste Authority in relation to its Nationally Strategic Infrastructure Project application for a Development Consent Order under the Planning Act 2008, including the exercise of compulsory acquisition of land powers. Representing NLWA during the 6-month Examination Period run by the Planning Inspectorate. Key contacts: Ben Stansfield (see 3.10) and Robert Newman (see 3.11)

2.6 Litigation and Dispute Resolution

Our team has over 20 years' experience of advising on commercial disputes both in the UK and internationally. We handle a large number of disputes arising in the public sector and represent clients in litigation (including judicial review proceedings) as well as alternative forms of dispute resolution such as arbitration, adjudication and mediation. In recent years, we have advised on significant matters involving public procurement issues arising from one-off projects, franchise competitions and framework contracts.

: Advising on judicial review proceedings and subsequent appeal brought by a London Borough in relation to a rail network franchise competition.  Train Operating Company: Advising on an indexation dispute with the DfT under a franchise agreement.  North London Waste Authority: Advising on claims (including judicial review proceedings) made by two bidders following a decision to terminate a long term procurement for waste treatment worth over £3 billion.  Judicial Review: Acting for a bidder in respect of the UK Government's decision to terminate the nationwide £6 billion helicopter search and rescue PFI procurement including advice on potential claims and judicial review proceedings.  Transport for London: Advising on judicial review proceedings brought by Heathrow Airport in connection with the decision of the ORR on the Heathrow Spur access charges for Crossrail.  Competition: Advising a disappointed bidder on a potential challenge to the scoring of a mini-competition under a 4 year framework agreement.  Crossrail: Advising on a timetabling dispute with Network Rail in relation to the timetable planning rules which would have an impact on the operation of the Crossrail services.  Procurement Challenge: Advising the winning bidder in respect of a procurement challenge by another bidder arising from a facilities management contract awarded by a local authority including questions about the automatic suspension of the procurement and the remedy of ineffectiveness.

Key contacts: Paul Thwaite (see 3.12) and Ron Nobbs (see 3.13)

2.7 Information Technology (Telecoms and Digital)

Stephenson Harwood has an impressive track record of helping businesses across all parts of the international telecoms, media and technology (TMT) industries. We can help you with:  business regulation  commercial agreements  corporate transactions, including M&A, joint ventures, IPOs and private equity investments  dispute resolution  employment advice  finance  franchising and licensing  intellectual property issues  outsourcing solutions.

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Case study: Chiltern Railway

Advising on the arrangements for the development and introduction of a new application for the provision of passenger information and sale of tickets for the franchise, which included agreements with both Silverrail (for the provision of data information services) and ORM (for the provision of the "front end" of the app). This innovative project is designed to enhance the passenger experience and has combined our TMT, information law and rail experience into one project.

Key contact: Dan Holland (see 3.14)

2.8 Environmental and Health & Safety Law

We assist clients with the management of environmental liabilities/risks; remediation; due diligence; permit appeals; EU product regulation and stewardship issues; waste and emissions. We advise property owners and occupiers in relation to a wide range of health and safety management matters, including in relation to proceedings under the Health and Safety At Work Etc. Act 1974.

 Health and Safety: advising a property management company in relation to the threat of criminal proceedings brought against it for breaches of statutory asbestos management obligations.  Environment: advising land owners, tenants and funders in respect of soil and groundwater remediation.

Key contact: Ben Stansfield (see 3.10)

2.9 Insurance Law

We advise on commercial and corporate insurance matters, reinsurance and dispute resolution. We act for insurers and reinsurers, as well as for major insured companies and their captive insurers and brokers. We regularly advise clients on regulatory and compliance matters, drafting policy, treaty wordings and management agreements. We have substantial M&A experience and capital markets capabilities.

 Broker M&A: Advising a leading global brokerage for commercial insurance, employee benefits and risk management solutions on various acquisitions.  Sale of consulting business: Advising a global accountancy firm on the sale of its employee benefits consulting business.  Insurance outsourcing contracts: Advising on the UK's first ever Shari'a compliant insurance outsourcing (to a leading UK outsourcing company).  Professional indemnity insurance claims: Defending a firm of actuaries and benefit consultants against an allegation of professional negligence.  Competition law compliance matters: Advising a UK multi-line commercial property and casualty insurance provider on best competition law compliance practice in relation to ad hoc co(re)insurance arrangements on the London subscription market.

Key contact: Stephen Roberts (see 3.16)

2.10 International Law

We have one of the most comprehensive public international law practices in the City of London and our government and public sector lawyers have advised clients across the full spectrum of the public sector and in many different jurisdictions. Our clients include:  international government departments and ministries  municipal authorities  educational institutions  registered charities and other third sector organisations. We know that our government and public sector clients often operate in highly pressured environments. With many years’ experience in the sector, our team has the insight and policy understanding to help achieve our clients’ goals. The services we offer our clients in the sector include:  constitutional, powers and governance issues  strategic and regulatory frameworks  procurement advice  PPP/PFI and other projects

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 commercial agreements  employment and pensions advice  privatisations  property disposals and investments  protection of intellectual property  dispute resolution.

Key contacts: Jonathan Cripps (see 3.15) and Rebecca Carter (see 3.3)

2.11 Employment Law

We help clients with the practical implications of employment, immigration and partnership law. We design and roll out HR policies, review executive pay, co-ordinate employment cost-cutting exercises and advise on contentious employment issues.  TUPE: Advising CAF on the drafting and negotiation of complex TUPE provisions in a train services agreement. Advising on a number of employment and TUPE related matters for Northern Rail.  Mobilisation: Advising Abellio on the employment aspects of the mobilisation of its operations for the new East Anglia franchise, including advice on the TUPE information and consultation process and interaction with the Trade Unions. Advising on employment aspects of the mobilisation of Arriva's operations for the commencement of the LO2 concession, including advising on the TUPE information and consultation obligations and advising on the terms of a facilities management agreement.  Mobilisation and trade unions: Advising on the employment issues arising on a successful competitive tender to operate and develop 's state-of-the-art tram system. Advice included the application of TUPE, the consultation process with Trade Unions, changes to the management structure and potential redundancies.

Key contacts: Anne Pritam (see 3.17) and Mark Catchpole (see 3.6)

2.12 Devolution Law

Devolution of services to bodies closer to those using them seems to be the current political way of thinking. This is something that the Stephenson Harwood team has significant experience of, including the following:

 "Full" devolution: Considering the powers devolved to the Scottish Ministers and the Scotland-specific elements of the competition for the ScotRail franchise, acting for Group.  "Supervised devolution": Working with TfL, taking into account the powers, rights and obligations under the Greater London Authority Act in considering and proposing the regulatory structure for the Crossrail Central Operating Section. This was particularly relevant in considering the duties of the Mayor of London and TfL in relation to transport within London in justifying the proposed licence exemption.  "Contractual devolution": Working alongside local authorities as part of the Northern Rail direct award in their input into the contract by way of preparation for the formal establishment and involvement of Rail North. As part of the competition for the Northern franchise, considering with our client the implications of the involvement of Rail North and their role in managing the franchise.  Devolution to be confirmed: Advising Arriva in relation to its bid for the Wales and Borders franchise, including liaising with Transport for Wales, whose devolved role remains to be confirmed.

Key contacts: Tammy Samuel (see 3.1) and Suzanne Tarplee (see 3.2)

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3. Key contacts 3.1 Tammy Samuel 3.2 Suzanne Tarplee 3.3 Rebecca Carter 3.4 Marta Garcia 3.5 Graham Wrightson 3.6 Mark Catchpole

Rail Partner Rail Partner Projects and infrastructure EU & Competition Partner Pensions Partner Pensions Partner +44 20 7809 2227 +44 20 7809 2389 Partner +44 20 7809 2141 +44 20 7809 2557 +44 20 7809 2059 [email protected] [email protected] +44 20 7809 2182 [email protected] [email protected] [email protected] [email protected] 3.7 Hugo Jenney 3.8 Jonathan Kirsop 3.9 Rob Jacob 3.10 Ben Stansfield 3.11 Robert Newman 3.12 Paul Thwaite

Tax Partner Commercial, Technology Intellectual Property Head of environment Real Estate Partner Commercial Litigation +44 20 7809 2186 and Data Protection Partner Partner and planning +44 20 7809 2521 Partner [email protected] +44 20 7809 2121 +44 20 7809 2072 +44 20 7809 2500 [email protected] +44 20 7809 2341 [email protected] [email protected] [email protected] [email protected] 3.13 Ron Nobbs 3.14 Dan Holland 3.15 Jonathan Cripps 3.16 Stephen Roberts 3.17 Anne Pritam

Commercial Litigation Partner Information Technology Public sector Partner Insurance Partner Employment Partner +44 20 7809 2280 Partner +44 20 7809 2084 +44 20 7809 2336 +44 20 7809 2925 [email protected] +44 20 7809 2108 [email protected] [email protected] [email protected] [email protected]

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