Linklaters, Paul Weiss and a dash of Freshfields: behind the scenes of the Kraft/Unilever bid

Kraft Heinz’s $143bn (£115bn) approach for Unilever was one of the shortest-lived deals in recent memory. But the relationships between the corporates and their advisers is a much more historical tale.

Linklaters won the top role for Unilever having bagged the top panel spot in 2015. Paul Weiss Rifkind Wharton & Garrison meanwhile took on the reins for Kraft Heinz following the hire of Cravath Swaine & Moore M&A star Scott Barshay last year.

However, there is an undercurrent of speculation in the corporate sphere over which other firms played a role in the three-day negotiations.

Rumour is rife that Slaughter and May advised Kraft Heinz alongside Paul Weiss, although the firm declined to comment on its involvement one way or the other. One source claimed Slaughters played a “bit-role” in the talks, with Paul Weiss’s Barshay playing the more prominent role in discussions.

Slaughters’ alleged involvement calls into question its historic allegiance to the target, Unilever. The firm had acted for the company on multiple deals but was displaced by Linklaters in 2015, losing its place on the panel along with Dutch best friend De Brauw Blackstone Westbroek and US powerhouse Cravath.

The role of Slaughters could well have shifted out Clifford Chance from the bargaining table, with the magic circle firm having led on Kraft’s takeover of Cadbury in 2010. Slaughters worked opposite Clifford Chance on that deal, advising the UK chocolate manufacturer.

Some corporate lawyers have expressed surprise that Clifford Chance did not act as counsel to Kraft this time round, claiming the firm has a very close relationship with the the company.

But others added that Clifford Chance instead works more closely with renamed Kraft company Mondelēz International, which was spun out in 2012.

When Slaughters lost out on Unilever’s panel, it was also followed by Cravath and De Brauw Blackstone Westbroek. However, the US and Dutch firms are understood to have worked their way back into Unilever’s good books following the cull.

Cravath is understood to have been “in line” to advise Unilever on US work had the deal gone ahead.

Since Barshay’s departure to Paul Weiss, Cravath’s ties to Kraft will have significantly loosened, leading it to prioritise its longstanding association with Unilever through partner Mark Greene. Barshay acted for Kraft while at Cravath, with Greene leading on the majority of Unilever work.

The Kraft/Unilever negotiations are not understood to have got as far as involving Dutch law provisions, but Linklaters partner Jan Willem de Boer is widely understood to have been working on the deals team from Amsterdam. De Boer was previously a partner at De Brauw Blackstone Westbroek.

The failed deal shows how small the world is in terms of City relationships. Allen & Overy and Freshfields Bruckhaus Deringer are the two big UK firms who are notably absent from any Kraft or Unilever links, although an ex-Freshfields duo were on opposite sides for the bankers.

Morgan Stanley investments chair and former Freshfields corporate head Mark Rawlinson worked with Unilever, while Lazard director and former Freshfields senior partner Will Lawes advised Kraft Heinz.

Kraft Heinz’s attempt to acquire Unilever may have been a “blink and you’ve missed it” moment, but the competition between the UK’s top M&A lawyers will be much longer lasting.