Corporate

When Liverpool Victoria bought the Royal National Pension Fund for Nurses for £248m two weeks ago, not many people batted an eyelid. The 155,000 policy holders were pretty pleased with the prospect of bigger bonuses at the end of the year but, apart from that, the earth didn't move for many onlookers.
Except at Lovells and Herbert Smith that is. Both firms frantically put out press releases reminding us unsuspecting legal journalists one more time about just how many demutualisations they have both advised on this year.
Both have now scored a hattrick – Lovells has advised on the sale of Equitable Life to Halifax, the Liverpool Victoria deal and National Mutual's sale to GE Capital. The last two deals saw it pitted against Herbert Smith, which finished its threesome off with the £4.2bn flotation of Friends Provident.
Of the four deals that have come to the market this year, Lovells' John Young and Herbert Smith's Marian Pell have sewn it up between them. The opposition – namely Freshfields Bruckhaus Deringer, Linklaters & Alliance and Slaughter and May – have been left to look on longingly.
And well they might. Demutualisations are big business, and with four already this year there look to be plenty more to come. In the past 18 months there have been about 10, and even the dedicated bachelor Standard Life is under pressure from the carpetbaggers to roll over.
It is not easy to put a finger on the turning point that started the race to demutualise, but Scottish Widows' merger with Lloyds TSB the year before last certainly put the cat among the pigeons. It came on the back of two landscape-defining moves by Norwich Union and Scottish Amicable in 1997.
The Norwich Union deal was significant because it was the first time that policyholders got windfall payments instead of just bigger bonuses at the end of the year, so it made demutualising something that people wanted to do rather than just had to do. When Scottish Amicable fell to Prudential it was the result of a hard-fought auction process where there was a host of bidders pushing up the price and reshaping the way mutuals were valued.
Those two deals shaped a market that saw Scottish Widows make its move even though it was under no pressure to do so. Seeing the highly respected Scottish Widows rise to the bait arguably took some of the mystique out of demutualisation, and opened the floodgates.
Freshfields partner Philip Richards advised Scottish Widows, but he is now joint head of the Milan office, leaving his partners in London – namely Ian Poynton and Rob Stirling – to fight the fight for him.
It is perhaps the luck of the draw that has seen Pell and Young clean up in the first half of this year. Freshfields was conflicted out of acting for Equitable because stalwart client Prudential had long been interested in a deal with it, and Lovells took the glory after offering to help out Schroders .
The sale of National Mutual to GE Capital was the result of a bidding process in which Freshfields (and no doubt others) were again pipped to the post.
But Young and Pell do not owe it all to chance, with Young boasting Liverpool Victoria and Pell boasting Friends Provident as old and loyal clients. Both have solid practices that will keep the work flooding in – Young with the support of John Davidson and Charles Rix, Pell with Patrick Mitchell and Geoffrey Maddock.
Whether they will keep such a stranglehold on the rest of the deals likely to flow this year remains to be seen, and the likelihood is that most of them will be small fry anyway – the mutual minnows who are running out of money.
It is going to be a game of wait and see around Standard Life, under no capital pressure to demutualise but no doubt susceptible to the argument that if you are going to go you may as well go sooner rather than later.
While it may insist it is quite happy the way it is, Herbert Smith can at least be confident of working on that one if it were to happen – Pell has acted for Standard Life for years.
So will Lovells' Young find a way into the deal somehow? The way things are going at the moment, he's got to be worth putting some money on.
Claire Smith, City editor
claire.smith@thelawyer.co.uk