Freshfields defends dual role on Allianz-Beiersdorf disposal

Freshfields Bruckhaus Deringer is advising one of the buyers and the target in one of the biggest and most complex mergers in Germany this year.

Freshfields corporate star Ralph Wollburg has been advising German consumer goods company Beiersdorf on its two-year mission to find a buyer for Allianz’s 40 per cent stake in the company. Wollburg, a one-time candidate for the Freshfields senior partner job, is also advising one of the buyers, Beiersdorf’s independent pension fund Troma.

Wollburg explains away the apparent conflict of interest. “In the context of the concept, this is not odd, since three board members of Beiersdorf are themselves board members of the Stiftung, which is a very peculiar old Hamburg trust,” he said. “It’s not comparable to a UK or US trust. It’s a very complex legal animal.”

Another German corporate lawyer commented: “I can see how this evolved. The management is shared between the two companies, but if you’re very straight with the conflict rules this shouldn’t happen.”

Shearman & Sterling corporate partner Georg Thoma is advising long-term client Allianz on the sale of its e4.4bn (£3bn) stake. Troma is buying 3 per cent of Beiersdorf, and Beiersdorf is buying back 7.4 per cent. The state of Hamburg is buying 10.6 per cent and coffee retailer Tchibo is buying 19.6 per cent.

Hengeler Mueller partners Michael Hoffman-Becking and Georg Frowein are advising Tchibo. The firm has a longstanding relationship with Tchibo. It advised the company on its sale of Reemtsma Tobacco two years ago as well as advising it on the bitter family feud that has split Tchibo’s shareholders, the Herz family, and delayed this transaction.

It is Tchibo’s involvement that has caused an investigation by Germany’s financial regulator BaFin. German takeover regulations launched in 2002 mean that any company or individual that owns more than 30 per cent of a company must launch a full offer.

Tchibo already owned 30 per cent of Beiersdorf before the takeover legislation came into effect and therefore does not need to make a full offer. However, BaFin is investigating whether Tchibo acted in concert with the Hamburg state and Troma. If it did, then a full takeover offer should be launched.

Lawyers on all sides claim that the parties acted independently and are hoping that the BaFin investigation is short, bringing to an end Allianz’s epic quest for a buyer.