Freshfields and A&O clean up on Zurich/BoS venture

Allen & Overy (A&O) and Freshfields Bruckhaus Deringer have shown that when it comes to handling meaty corporate transactions, there is no substitute for the magic circle. Bank of Scotland (BOS) and Zurich Financial Services have pooled resources to form an online banking joint venture – Zurich Bank.
An A&O team led by corporate partner Richard Slynn represented BOS, with some assistance from Jonathan Guest at Eversheds, while Freshfields partner Matthew Cosans headed Zurich's advisory team.
As one of BOS's panel firms, A&O has a historical relationship with the bank, particularly in setting up joint ventures. Slynn said: “We've acted for BOS on similar transactions in the past, for example setting up Sainbury's Bank. I think that's why they came to us.”
Freshfields has worked closely with Zurich for some time. The firm began the year advising the company on its acquisition of insurance group Deutscher Herold from Deutsche Bank and almost immediately followed that instruction with the BOS joint venture.
Cosans said: “We have an extensive relationship with Zurich Financial Services. We advised Zurich Insurance Company on its merger with BAT Industries' financial services business to form the Zurich Financial Services Group in 1998. We're hopefully their lawyers of choice.”
On paper the deal was a fairly straightforward piece of corporate work. The complexity of creating an online banking venture meant that A&O had to widen its approach and call upon the services of a cross-departmental team, including IT and regulatory specialists. Slynn said: “It was a very interesting deal from the point of view of the team we could field from A&O.”
A new bank requires approval from the Financial Services Authority, so partner Paul Phillips was called in to assist.
Slynn also commended the level of cooperation between his firm and Eversheds. “It was very much a joint operation and we hope there'll be an opportunity to work together in the future,” he said.
Guest handled the data protection and banking service agreement issues thrown up by the deal, and Slynn coordinated A&O's overarching corporate role.