Corporate roundup

Review of the year

Goodbye Patrick Drayton
Patrick Drayton left the Takeover Panel and new director Philip Remnant joined, facing an uphill struggle to rebuild the panel’s tattered image. Dearbail Jordan said: “Remnant is going to have to combine the brains of Stephen Hawking with the chocolate-smooth skills of Matthew Freud.” (5 February)

Abbey roadblock
When the Abbey National started talking to the Bank of Scotland about a merger, Lloyds TSB saw its chance. Represented by Linklaters and Clifford Chance, it pounced on Abbey, which did not welcome the attention. Slaughter and May‘s regulatory defence set down the limits for future consolidation in the UK banking industry.

“[Competition partner] Bertrand Louveaux does appear to have had a hotline to the competition gods, but at the time, most commentators believed that there would be no insoluble regulatory issues” – Helen Power on Lloyds TSB’s bid for Abbey and how the Slaughters partner predicted that it would never work (6 August).

Insolvency practices prepare for the worst
UK law firms were frantically shoring up their insolvency and restructuring practices as economists predicted a slowdown. Clifford Chance took on Lovells corporate partner Jonny Myers and head of business restructuring Nicholas Frome. Frome’s appointment was a major coup for Clifford Chance as, coupled with former Wilde Sapte banking partner James Johnson, who also specialises in restructuring, the firm would be able to boast one of the City’s strongest practices (8 January).

“Mr Justice Moses, after years of towing the party line on issues such as Arms to Iraq, faced down the Government’s veiled protectionism on the Interbrew-Bass deal by quashing the DTI’s divestment ruling. ‘We have a brave judge. The case underlines the independence of the judiciary in that it’s willing to oppose its own government in favour of another country'”
Philip Vaughan, the partner at Simmons & Simmons, who acted for Interbrew

M&A lawyers mourn
German members of the European Parliament filibustered the Takeover Directive at the death as hundreds of M&A lawyers mourned. The Germans passed their own directive, which did not go as far as the government wanted. However, much to the delight of many lawyers, the new German Takeover Bill incorporated many Anglo-US elements.

Murray-Jones joins Skadden Arps
highly-rated Lovells corporate finance partner Allan Murray-Jones joined Skadden Arps Slate Meagher & Flom’s London office to spearhead a move into private equity (14 May).

Lovells partner fights to keep Doughty Hanson
Lovells was battling to shore up relations with private equity house Doughty Hanson by appointing a Frankfurt partner as the new client relationship partner. Julie Bradshaw, a private equity partner who relocated to Frankfurt in April 2000, after the merger with Boesebeck Droste, was battling to retain the client after the departure of Allan Murray-Jones (30 July).

Powergen and E.on merger talks spark conflict chaos
Powergen’s merger talks with utility companies E.on and RWE threw the German market into disarray as it tried to avoid conflicts. But it was the UK’s Freshfields Bruckhaus Deringer that found itself at the centre of the storm. The UK arm was Powergen’s only magic circle firm, and handled the majority of its corporate work. But merger partner Bruckhaus Westrick Heller Löber had a relationship with E.on through partner Ralph Wollburg (29 January).

SJ Berwin launches Paris office
SJ Berwin hired a top Paris private equity team from Salans Hertzfeld & Heilbronn to set up an office in Paris, giving the firm a French capability for the first time. Leading light in the market George Pinkham joined with tax lawyer Sylvie Vansteenkiste and former Salans lawyer Jean Goncalves, who was previously working as an in-house tax adviser to GE Medical Systems (Europe) (23 January).

A&O lands Vinci instruction in bid for airports company
Allen & Overy pulled off a coup to win the instruction to advise construction group Vinci on its hostile bid for airports operator TBI. Although the firm had done small cap work for Vinci out of its Paris office, this was its first major deal out of London. The client approached corporate partner Alan Paul to advise on the £515.9m bid, for which offer documents were posted on 25 August (3 September).

Camerons sees off CC to scoop Sara Lee sale
CMS Cameron McKenna completed its first corporate transaction for Sara Lee Corporation, taking the work from under the nose of bigger player Clifford Chance. Camerons won the job of disposing of Sara Lee’s UK bakery business, which earned £50m in sales last year. Howard Rubenstein, head of legal at Sara Lee, said: “We like to use different firms for different things. Generally, we use Clifford Chance for acquisition work, but decided to use Cameron McKenna this time, as we already have an excellent relationship with them.” (11 June.)

GE-Honeywell merger rejected
In a break with tradition, the Eurocrats worked through July. It was an exceptionally busy month in Brussels and Strasbourg. The name of Mario Monti exploded on to the business pages as he turned down the mega-merger between General Electric (GE) and Honeywell. Some of GE’s lobbying tac tics may well have misfired. “You don’t influence Monti through transatlantic megaphone diplomacy, or at least not the way you’d want to,” said Simon Baxter, a partner at Clifford Chance, when his client GE’s merger was refused by the EU after the US authorities had cleared it (23 July).

“There’s a third item to add to death and taxes: at some point, a corporate lawyer will turn to you and say earnestly, ‘We’re really wanting to get into private equity’ Get real”
Catrin Griffiths, Leader, 9 July

A&O tries to wriggle WPP out of takeover
Allen & Overy (A&O) got ‘cheeky points’ for trying to get client WPP out of its bid for Tempus. The Takeover Panel slapped down A&O’s arguments on material adverse change, but still, a brave attempt. “The A&O team faces an uphill struggle – there are no immediately obvious regulatory impediments to the deal, and examples of the takeover panel allowing a bidder to abandon an offer on grounds of material adverse change are very thin on the ground.” – Helen Power, 8 October