Dentons prepares to seal transatlantic merger with Sonnenschein

Denton Wilde Sapte is to merge with US firm Sonnenschein Nath & Rosenthal in a deal that will create a £500m firm with 1,400 lawyers.


Howard Morris
Howard Morris

Partners at the respective firms were informed of the proposal this afternoon and will be asked to vote on the matter on 9 June. If successful the firms will join forces in September under the brand SNR Denton.

In an exclusive interview with The Lawyer Dentons CEO Howard Morris said that shared values, growth in size and geographical spread were key drivers for the merger.

“We feel very strongly that we have the same values,” he commented. “The size of the new firm will be striking, but that’s not the sole purpose. We know that there’s work that we can’t do because we’re constrained by our current spread.”

He added: “In our strategic review we’ve said that we want to be the leading firm in our sectors and geographies. A further goal is to be part of a global firm. This is a step in the right direction.”

The combination would gift Dentons a presence in the US and extend Sonnenschein’s international reach, which is currently limited to small offices in Brussels and Zurich. Dentons’ network includes presences in the Middle East and the CIS.

Click here for a video of the management of both firms discussing the rationale behind the merger.

The firms also point to synergies in the banking, energy, insurance, healthcare, hotels, life sciences and government practices.

The news comes after several months of speculation over possible merger targets for Dentons. Morris denied that the combination between the $473m (£328m) turnover Sonnenschein and £168m Dentons would in reality be a bolt-on by the US firm.

We’re both quite unhappy with our relative profitability compared with our peers. This isn’t about solving that – it’s about top line growth.

“If you look at the name they’re giving [it up] and becoming SNR Denton,” he argued. “London would be the largest office, with 400 lawyers [compared with] 200 lawyers in New York City.”

In 2008 Sonnenschein chairman Elliot Portnoy told The Lawyer that he wanted the firm to re-enter the UK market through the acquisition of a local firm (7 July 2008). However, he has since emphasised that this new proposal would not be an acquisition but a “merger of equals”.

“Many of the assumptions we made [in 2008] about the best way for Sonnenschein and its clients to be well served were not entirely accurate. We concluded that the only way to meet aspirations was to be part of a transformative combination and that is what we’ve found in Dentons,” he said.

Despite Dentons announcing average profit per equity partner (PEP) growth for the 2009-10 financial year of 22 per cent – taking the total to £360,000 – the firm expects this to be lower than that of many of its peers (19 May 2010). With a PEP of $780,000 (£540,000) for 2009 Sonnenschein has also been criticised for what is seen as historically sluggish profitability.

Morris acknowledged this as a problem and said that both firms were keen to improve their profits, but added that this was not in itself the driver for the merger.

“We’re both quite unhappy with our relative profitability compared with our peers,” he said. “This isn’t about solving that – it’s about top line growth. Earning more revenue and getting a bigger share of our clients’ spending is going to be the answer to our profitability issues.”

Like transatlantic firms DLA Piper and Hogan Lovells, SNR Denton would operate under a Swiss Verein structure. Morris and Portnoy would become joint CEOs, while Dentons partner and chairman Martin Kitchen and Sonnenschein business and regulation chair Joe Andrew would become joint chairmen of the merged firm.

Many of the assumptions we made [in 2008] about the best way for Sonnenschein and its clients to be well served were not entirely accurate.

They would preside over a joint board of directors made up of Dentons deputy chairman Rory McAlpine, Sonnenschein real estate head Jana Cohen Barbe and litigation head Michael Barr. They will be supported by a global advisory committee, which will deal with strategic thinking. This will be made up of the eight current members of Dentons’ board plus Middle East head Neil Cuthbert and the 16 current members of Sonnenschein’s policy and planning committee.

As part of the convergence both firms would alter their partnership structure and remuneration. Dentons would abolish its modified lockstep and junior partners would begin contributing capital, while Sonnenschein, which currently has three classes of partner (capital, income and special) will move to a single class of full-equity partners and shift to an annual remuneration cycle.

“The philosophy is very much that we want to manage it as one firm to harmonise as much [as possible, while] reflecting the differences on both sides of the Atlantic,” explained Kitchen.

Figures:

Denton Wilde Sapte (2009-10)

Revenue:  £168m

PEP: £360,000

Total staff: 1,303

Total partners: 175

Total lawyers: 573

Sonnenschein Nath & Rosenthal (2009)

Revenue: $473m (£328m)

PEP: $780,000 (£540,000)

Total staff: 1,434

Total partners: 357

Total lawyers: 672