The Slaughter and May trio fought off Philip Green in the key UK M&A bid of 2004. Nigel Boardman – still regarded by many as London’s M&A king – often gets the credit. But while he deserves considerable credit, the deal actually broke while he was on holiday.
No doubt the Boardman family had to do without his multifarious charms as he spent hours on the phone to Marks & Spencer (M&S) and its investment bank Morgan Stanley. But much of the actual work was done by Andy Ryde, one of the few M&A lawyers who could fill Boardman’s shoes.
And you cannot forget the contribution from litigation partner Sarah Lee, who orchestrated Freshfields Bruckhaus Deringer’s downfall. Slaughters’ decision to injunct Freshfields over a conflict of interest was easily the most important legal aspect of the bid defence.
Look at the mistakes the Green team made in the week after Slaughters first went for Freshfields. First, Freshfields had to prepare for and appeal the injunction, and quite understandably it took the partners at Ashurst a few days to get their feet under the table. In that time Green made several seemingly unguarded public statements that the Takeover Panel forced him to clarify.
As a bid tactic, the injunction was a masterstroke. It was something Slaughters had in the locker for a while – the same Boardman-Ryde team had threatened Freshfields partner Barry O’Brien with the same tactic a year earlier while the team was advising Hugh Osmond on his failed bid for Six Continents.
Even more crucially for the legal sector, the injunction has completely changed the attitudes of City law firms towards conflicts of interest.
M&S’s share price is now considerably lower than the 400p Green was prepared to pay last June. As of this month Green will no longer be prevented from making a third bid for M&S. There may yet be more work for Boardman and co.