Table of Contents

• EDITOR’S RAMBLE 🗣

• FEATURED REPORT 📰

• A BIT OF FUN 😄

• IN OTHER NEWS 🗞

• AROUND THE WEB 🌐

• STUFF THAT MIGHT HELP YOU 👌

EDITOR’S RAMBLE 🗣

Hey, it’s Laura taking over the Ramble this week.

I read this article over the bank holiday by Dutch historian Rutger Bregman.

Bregman says the biggest waste in today’s world isn’t plastic or paper — it’s talent. And in his view, one of the biggest wastes of talent? Corporate law.

The bottom-right corner of Bregman’s chart shows people with high levels of intellect and ambition — like corporate lawyers. These are people who could help solve huge problems like climate change, economic inequality, or future pandemics.

But instead, many of them end up in jobs that don’t do much good for society. As one person who worked at Facebook said, “the best minds of my generation are thinking about how to make people click ads.”

But I’ve also seen many of my law school friends trying hard to make a real difference.

Some have set up social enterprises to offer tutoring for disadvantaged kids. Others have researched how well mining rules protect Indigenous communities. Many have spent their holidays working for charities.

To me, it doesn’t look like future corporate lawyers lack idealism.

I think Bregman ignores the fact that jobs in social impact fields are hard to find — especially at the start of your career. And even if you do get one, the pay is often low.

So, I wanted to hear from you — how much does money matter when deciding to go into corporate law?

- Laura

FEATURED REPORT 📰

🚕 Lyft, FreeNow, and 20,000 angry drivers

What’s going on here?

Lyft, Uber’s biggest competitor, is buying FreeNow — a taxi app used across Europe. The deal is worth €175 million.

This move is part of Lyft’s plan to grow in Europe.

What is FreeNow?

FreeNow is a transport app that began in 2009. It was first called mytaxi and was started by two German founders. In 2014, it was bought by BMW and Daimler, the company that owns Mercedes-Benz.

The app helps people get around cities by offering many transport options.

What makes FreeNow different is its focus on regular taxis. Most of its money comes from people booking normal taxis — like London’s black cabs.

Which law firms advised on this deal?

Baker McKenzie advised Lyft on this transaction.

DLA Piper represented BMW and Daimler (Mercedes-Benz).

People were meant to stop buying cars. What happened?

Back in 2014, BMW and Daimler bought FreeNow as part of a bigger plan. BMW and Mercedes-Benz promised to spend over €1 billion on apps for transport. This included ride-hailing, car sharing, and parking tools.

They, like many carmakers, thought had a simple belief: in wealthy countries, people would stop buying as many cars. As more people moved into crowded cities, owning a car would become too expensive and stressful. Instead, they would choose easier options like taxis, shared cars, or other transport apps.

So, car companies started preparing. They invested in new travel services, thinking fewer people would want to own cars.

But the drop in car ownership never really came. In fact, in places like Germany, car ownership has gone up — from 500 cars for every 1,000 people to 567 over the past 10 years. Other countries have seen the same trend.

Why are BMW and Mercedes-Benz selling FreeNow?

Since car ownership hasn’t dropped, there’s less pressure for them to move away from making cars.

Running transport apps like FreeNow isn’t their strong point — building software and running taxi services is very different from building vehicles. Expecting carmakers to run transport apps is like asking Boeing to run an airline — it’s just not their job.

Why is Lyft buying FreeNow?

Lyft has mostly worked in the US and Canada (it’s Uber’s biggest competitor there). But after making its first profit in 2024, it’s ready to expand.

Europe already has big names like Bolt and Uber. It would be hard for Lyft to start from scratch there. Buying FreeNow gives Lyft a shortcut. It’s well-known and trusted (it had over 1 billion bookings in 2024).

But the deal isn’t without risks. FreeNow is facing a major legal challenge over how it treats its drivers — something Lyft will now inherit.

What’s the legal issue FreeNow is facing?

The law firm Leigh Day is bringing a group legal claim (a “class action”) against FreeNow based on how it classifies drivers.

FreeNow was the first ride-hailing app to let drivers choose their status: either as ‘workers’ or ‘independent contractors’ (we’ve written about the difference between the two).

Drivers who pick ‘worker’ status get:

• A guaranteed national living wage

• 12.07% holiday pay on top of their earnings

• Pension contributions from FreeNow

But Leigh Day argues that all FreeNow drivers should get these rights — no matter what status they chose. They say FreeNow controls how drivers work, so they should all legally count as ‘workers’.

If the claim is successful, around 20,000 drivers could be owed back pay — including unpaid holiday and wage top-ups. Leigh Day has won similar claims before (including one against Uber), so this case is being watched closely.

How can you use this in your applications?

In law firm case studies or interviews, you might be asked to advise a client considering buying a target company — but the target has a legal issue, like an ongoing lawsuit with unknown future costs.

That’s exactly the situation here: FreeNow is facing a class action claim (which could be worth a lot of money), and Lyft still went ahead with the deal.

So what should you, as the buyer’s lawyer, suggest?

Here’s how to structure your advice:

1️⃣ Start with due diligence: Before anything else, the buyer’s legal team should review all documents and risks tied to the legal claim:

• Court filings and claim details

• Internal communications or policies around the issue

• Estimates of the likely financial exposure

This helps work out how serious the claim is and how much you should worry about it.

2️⃣ Suggest structural options: If the claim seems risky, you can recommend buying only the assets of the company that your client wants — not the company’s shares.

That way, the buyer gets the operations, brand, tech, or whatever else it wants — but not the legal liabilities.

3️⃣ Build protections into the contract: If the buyer still wants to purchase the whole company, suggest adding contractual protections for them:

• Indemnities: An indemnity is a promise from the seller to reimburse the buyer for specific losses that might arise after the deal. It's like a financial safety net: “If Event X happens, you’ll pay us.” It’s best when the buyer is protecting against a known risk (e.g. a lawsuit, tax issue, or regulatory breach).

• Escrow: An escrow (or holdback) is when the buyer withholds part of the purchase price and places it in a separate, neutral bank account for a fixed period (often 12–24 months). If a risk materialises, the buyer can claim against that money and not go into its own pocket.

• Warranties: These are promises from the seller that certain facts about the business are true. They help flag unknown issues and give the buyer a right to claim damages if something turns out to be false. For example: “There are no ongoing legal disputes, except those disclosed.” They’re less useful for known risks like FreeNow’s lawsuit — that’s what indemnities are for. Also, warranty claims are harder for buyers, since you must prove a loss and the burden is on you.

A BIT OF FUN 😄

why was i taught french in school 💀

@littlelawnews

why was i taught french in school 🎒

IN OTHER NEWS 🗞

• ⚖️ In class actions, litigation funders cover legal costs in exchange for a share of any payout — and now they’ll get paid first. The ruling from the Court of Appeal clarified that if the damages aren’t enough to fully pay both the funder and the claimants, the funder takes their cut first. That means claimants could end up with less money, even if they win.

• 🧑‍⚖️ A US judge has ruled that Google’s ad tech business breaks competition law. Google had tied together its ad server (used by websites to run ads) and its ad exchange (where ads are bought and sold), making it hard for publishers and advertisers to go elsewhere. The judge said this let Google build and protect a monopoly, leaving others with worse options. The penalties for this are yet to be decided.

• 💶 The European Central Bank has cut interest rates again — this time from 2.5% to 2.25%. It’s the seventh cut since June 2024. With inflation getting closer to its 2% target, the ECB wants to make borrowing cheaper to boost spending. That’s especially important now, as trade tensions with the US are making people and businesses more cautious. Here’s why lower interest rates makes law firms happier.

AROUND THE WEB 🌐

• 🎬 Stream: Watch YouTube ad-free with just a pasted link

• 🚓 Mixup: A police officer in India serves court papers to his own judge by mistake

• 🎵 Beat-less: Tourists shocked that Abbey Road is... literally just a road

STUFF THAT MIGHT HELP YOU 👌

• 📹️ Free application help: If you're applying to commercial law firms, check out my YouTube channel for actionable tips and an insight into the lifestyle of a commercial lawyer in London.