Takeover rivals enlist US firms for oil battle

French oil rivals Elf Aquitaine and TotalFina.Jones Day Reavis & Pogue has martialled

18 lawyers from its Paris, NewYork, London and Washington offices to represent TotalFina

in a hostiletakeover euro42bn (approx u28bn) bid for Elf made on 5 July.Now Elf has

enlisted Sullivan & Cromwell and Cleary Gottlieb Steen &Hamilton to muster a combined

team of more than 22 lawyers to represent thecompany, which returned TotalFina's bid two

weeks ago with a u32mcounteroffer.Both companies are rejecting the other's offer. But

TotalFina has a headstart as its bid has been cleared by French regulator Commision

desOperations de Bourse.Jones Day's team is led by Laurent Faugerolas, a partner in the

Parisoffice, and partner Jere Thomson at the firm's New York office.The team includes

Peter Faber, corporate partner in London, tax partnerPierre Ulmann in Paris while M&A

partner Steven Guynn and tax partnerRichard Andersen are working from New York.Andrew

Bernstein, a partner at Cleary Gottlieb's New York office is givingUS law advice while

in Belgium partner Jacques Reading is advising onEuropean competition issues.Andrew

Curran, corporate partner at Cleary Gottlieb, is working on thedeal in the UK. Richard

Asphalter, head of Sullivan & Cromwell's Frenchoffice, is working with a team of 16

including David Kies, M&A partner inNew York.TotalFina is a Franco/Belgian company with

a listing in the UK and Elf isbased in France, but both have US shareholders.Both oil

companies have secured millions of pounds in financial aid frominvestors including, on

TotalFina's side, Merrill Lynch and Credit SuisseFirst Boston, which are represented by

Skadden Arps Slate Meagher & Flom.Alexander Covello, an associate at Skadden Arps'

French office, says it isimperative that US firms work on the bid to help deal with

statesideregulator the Securities and Exchange Commission (SCC). He says: “Animportant

part of the deal is filing with the SCC a Form F4,” he says.”Lawyers need to know people

within the SCC and how to file documents,especially a huge proposal document like the

Form F4.”