Linklaters is advising NatWest on the £10.75bn takeover attempt in the second major banking insurance deal this year, following Lloyds TSB's – which Linklaters also represented – purchase of Scottish Widows.
Legal & General is being advised by Slaughter and May and a small in-house team comprising its senior lawyer and company secretary David Binding, and group legal adviser Elizabeth Tubb.
Lucy Wylde, company and commercial partner at Slaughters, is the insurer's one external adviser at this point in the negotiations, compared to Linklaters' 30-strong team led by banking partners Robert Elliott and Anthony Cann. Binding says: “We are very mean and slim. We are always cost-conscious.”
Binding says: “Our panel was quietly pared down about three years ago from more than 80 firms. We rigorously police the panel. We have regular meetings with account partners and of the internal committee.”
He adds the panel will be reviewed “if and when” the deal goes through, since the purchase will need NatWest shareholder approval and regulatory consent.
Binding says the main bulk of the workload has been taken on by NatWest.
Steve Thierbach, head of US securities at Linklaters, is also acting on the deal, while Davis Polk & Wardwell is advising on US regulations since NatWest is listed in the US.
The takeover bid experienced a setback when the London Stock Exchange announced it is undertaking an inquiry into a surge of activity with Legal & General's shares.
According to Elliott, NatWest has to make its offer on a flexible basis because a leak “bumped up the Legal & General price and depressed the NatWest share price”, forcing its premature announcement.
The offer was given as a premium of 20 per cent over Legal & General's closing middle market price on 1 September, the day before market speculation that a deal was in the offing.
NatWest Group was not available for comment.