Investors urge M&A lawyers to get active

Institutional investors are forcing lawyers to take a more proactive approach in providing business advice on the future of their clients’ companies.

According to Colin Roy, managing director and co-head of investment banking in Germany at Merrill Lynch Capital Markets, institutional investors have become increasingly vocal during the decision-making process in takeover situations.

Speaking at the IBA conference in Amsterdam, Roy, who acted for Mannesmann on its takeover by Vodafone earlier this year, says: “In the late 1980s, corporate lawyers had a very significant role in a corporate transaction. They still have that significant role, but not in the same way.”

Roy believes that, over the past five years, the future of a company has been placed into the hands of other groups. “The decision is not for the lawyer, the banker or the chief executive officer; it is the investor who makes the decision,” he says.

“However institutional investors make their opinions known, they’re not always right and in the best interest of the company.

“Companies will always need a strong counsel to study all the options.”

Roy says that in recent years this investor-led trend, which has taken place throughout Europe, highlights that the drive by institutional investors in restructuring, mergers and acquisitions has been prevalent in particular sectors, such as the chemical industry.

Roy adds: “The point is that there’s been a lack of faith in corporate governance in certain segments of the economy.”

According to Roy, more than $25bn (£17.71bn) has been spent by private equity houses over the last five years in chemical company buyouts, while just $500m (£354.18m) a year has been spent on investment in public companies.