As the latest edition of Legal Business went to press in late April, Allen & Overy (A&O) and Shearman & Sterling were working to a deadline of their own – the 1 May go-live date for their mega-merger.
The headline figures are undeniable – A&O Shearman will come into existence with 4,000 lawyers in 48 offices across 29 countries, as well as $3.5bn in revenue; enough to rocket it up to fourth place in the Global 100.
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In a move that may not come as a surprise to most, Allen & Overy (A&O) has unveiled a list of contenders for the managing and senior partner roles, with no Shearman & Sterling partners in the race.
Private capital group co-chair and global banking practice co-head Philip Bowden (pictured) is among three lawyers vying for Wim Dejonghe’s crown as senior partner, alongside global projects, energy, natural resources and infrastructure board head David Lee and Abu Dhabi capital markets partner Khalid Garousha, who stepped into the role of interim managing partner in July following Gareth Price’s shock departure earlier in the month. Both Bowden and Lee are based in the firm’s London office.
Meanwhile, there are five candidates for the role of managing partner: London-based advanced legal services delivery head Angela Clist, Paris managing partner Hervé Ekué, Hong Kong managing partner Vicki Liu, New York-based global international capital markets group head David Lucking, and Brussels-based global corporate practice co-head Dirk Meeus.
‘Voting will take place in the elections for the firm’s next senior partner and managing partner in February 2024’, A&O said in its Monday statement. ‘The successful candidates will take up their posts on 1 May 2024 and serve in this capacity through 30 April 2028 for A&O Shearman, following the completion of the merger to become A&O Shearman.’
The statement continued: ‘Shearman & Sterling partners will hold very significant leadership positions globally and regionally in the combined firm, including within the firm’s executive committee, board, practice group and regional leadership.’
Continuing the theme of A&O clearly being in the driving seat of this combination, Shearman partners will not be eligible to vote.
Several of the candidates are familiar from A&O leadership elections past. Bowden ran a tight race against then-one-term incumbent Dejonghe in 2020. Both Liu and Meeus, meanwhile, ran for the managing partner role that went to Price last time around. Garousha’s decision to run will come as a surprise to some, as partners both within and without the firm have previously commented that he was not seen as someone with leadership ambitions.
The announcement is the clearest official statement yet on how the merged firm will operate. Few will be surprised to see A&O retain the lion’s share of control. It is by far the bigger firm in terms of both revenue and headcount: its turnover was $2.57bn to Shearman’s $906.9m, and it has 2,551 lawyers to Shearman’s 722, according to figures in this year’s Global 100 report. This disparity in size has led some in the market to view the merger as, in the words of one firm’s London leader, ‘more like an acquisition’. And the promise of ‘very significant leadership positions’ for Shearman’s management will do little to alter this perception.
The two firms remain separate until the merger completes, scheduled for no later than 1 May 2024 and subject to customary closing conditions and regulatory approvals. And regulatory concerns in some jurisdictions would prohibit Shearman partners from participating in the selection of leadership at A&O. However, A&O’s statement that each of the winners of the elections will stay in their respective roles in the merged A&O Shearman for their full four-year terms clearly indicates that it is the dominant party in the combination.
The announcement also puts to bed earlier speculation that Dejonghe would find a way to stay on as senior partner beyond his mandated two terms. The statement’s only mention of Dejonghe is to note that his term will end on 30 April 2024 along with Garousha’s. However, Dejonghe may yet remain close to the c-suite. Those ‘very significant leadership positions’ are unlikely to be filled entirely by Shearman partners. Market commentators remain divided on what they predict Dejonghe will do next: some believe that he will take the chance to walk away after pulling off a successful transatlantic merger, while others argue that he will stay around to help steer the merged firm through what is sure to be a lengthy integration process.
The results of the elections will be announced on 1 March 2024.
So much ink has been spilled over game-changing developments in recent weeks – namely the partnership vote in favour of the A&O Shearman deal, and Paul Weiss’ assault on the talent pools of the Square Mile – that it can be difficult to find an angle that isn’t hackneyed to within an inch of its life.
Nevertheless, a ring around senior contacts for a different take paid dividends, even if some of the suggestions are more about playing devil’s advocate and mischief-making.
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‘You’ve now got one more 64,000lb gorilla,’ said one former UK firm leader, in response to the news that the merger of Allen & Overy (A&O) and Shearman & Sterling will proceed.
On 13 October, the firms announced the end of partnership voting on the combination, with more than 99% of votes cast at each firm in favour. The firms are due to combine as A&O Shearman from May 2024 at the latest, creating ‘the first fully integrated global elite law firm’, with nearly 4,000 lawyers across 48 offices in 29 countries.
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The most enjoyable part of analysing the proposed merger of Allen & Overy (A&O) and Shearman & Sterling has been hearing the reactions of leaders at peer firms to the video featuring senior partners Wim Dejonghe and Adam Hakki.
Hot-takes from around the City have been often amusing. Says one US firm leader: ‘It’s clearly not a merger, is it? It’s a takeover of Shearman by A&O, isn’t it?’ And it certainly does feel like A&O’s Dejonghe is in the driving seat of what is undeniably a slick pitch, even if it does, at times, look like Hakki is in a hostage situation.
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Following the announcement of the proposed A&O Shearman merger, news came that Shearman & Sterling had lost two partners to Ashurst in London, which leads the headline moves – dominated by energy and infrastructure hires – in recent weeks.
London-based Shearman partners Sanja Udovicic and Julia Derrick moved over to Ashurst to expand the firm’s global energy team.
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The proposed merger of A&O and Shearman & Sterling has got the market talking about the biggest news in the legal industry for decades. LB finds commentators sanguine on the deal – but management will have much work garnering partner support this summer ahead of the vote.
‘Allen & Overy and Shearman & Sterling to create the first fully integrated global elite law firm,’ proclaims the 21 May joint statement from the two firms, stating their intent to merge to create Allen Overy Shearman Sterling. Thankfully, the branding gurus also came up with the far snappier (and not quite so ampersand-devoid) A&O Shearman, ‘for short’. The combined firm would boast 3,900 lawyers across 49 offices and roughly $3.4bn in combined revenues.
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Easily the most enjoyable part about analysing the proposed merger of Allen & Overy and Shearman & Sterling has been hearing the reactions of leaders at peer firms around the City on the video featuring senior partners Wim Dejonghe and Adam Hakki on the new A&O Shearman website.
Hot-take reactions from the c-suite around the Square Mile have been telling and often amusing. Says one US firm leader: ‘It’s clearly not a merger, is it? It’s a takeover of Shearman by A&O, isn’t it?’ That is a point echoed by many, and it certainly does feel like A&O’s Dejonghe is in the driving seat of what is undeniably a very slick pitch, even if it does at times look like Hakki is in a hostage situation with Stockholm Syndrome.
Indeed, the fact that the announcement is conveyed in the language of dealmaking is not lost on most, as another US leader remarks: ‘This has been presented to appeal to the partners of both firms because it looks like a proper M&A deal. It’s the same language – “subject to customary closing conditions,” and with a financial adviser and independent legal advisers. That has to be part of the strategy to win the voters over. They are all shareholders.’
Several sources have noted surprise that the deal was announced before the vote this summer, which would require 75% of the partners at both firms to get behind the deal. Clearly, there are dangers in assuming this is a fait accompli and it might be worth the firms lowering that high threshold if they haven’t already, as one London managing partner suspects they have.
That commentator also cynically points to the staggering amount of times Dejonghe and Hakki insist this transaction is all about the clients (you could play a dangerous drinking game for every time they mention ‘clients’) but let’s look at the real motivations behind this deal.
The numbers are compelling enough to make even the most hard-bitten sceptic concede that this merger must happen, for the sake of both firms. The tie-up would see 3,900 lawyers operating across 49 offices and generate around $3.4bn in combined revenues, putting A&O Shearman fourth in the current Global 100 table, between DLA Piper and Baker McKenzie.
However, revenue per lawyer would be $872,000 – less than RPL at A&O and Shearman separately ($1.1m and $1.4m respectively) and over $1m per lawyer less than both Kirkland and Latham and significantly less than many of what might be considered ‘global elite firms.’
But profits are aligned, with PEP at A&O $2.7m, while the average partner at Shearman is taking home around $3m. This means that full financial integration, the thorn in the side of many a law firm merger, will be much easier to pull off, especially as the firms have agreed on a compensation model that moves A&O further away from a pure lockstep, a process that has been in train for about a decade.
Indeed, A&O voted through reforms as recently as 2020 in a bid to increase rewards for star performers even as the assault from US competitors continued to take its toll on London’s big four international firms.
Many commentators point to the strong pedigrees both firms have in their home markets, and this is evident in the data. In the US, A&O Shearman has the potential to enjoy top-tier rankings in The Legal 500 for securities litigation and project finance, and second tier rankings in key areas such as antitrust, disputes, capital markets and tax. However, for M&A (large deals) the firm would only be ranked in the third tier, tier five for restructuring, and would not be ranked at all for private equity.
The UK rankings would be much stronger. Tier one rankings would abound in numerous areas within finance, as well as restructuring, TMT and energy, while tier two rankings would apply to commercial litigation, big-ticket M&A and tax. Crucially, A&O Shearman would also be in the chasing pack for private equity.
You have to hand it to Dejonghe for not allowing his US merger imperative to be thwarted by the whimpering end to the merger talks with O’Melveny & Myers in 2019. If anything, that experience will mean that a lot of the hard yards have already been done to prime the partnership for what, don’t forget, would be only the second US merger for a Magic Circle firm ever (if Clifford Chance’s disaster-strewn takeover of Rogers & Wells 20 years ago really counts).
While one London managing partner damns the combination with faint praise: ‘It would be wrong to write this off as a hopeless or desperate merger,’ they have a point. These two firms have come of age and grown stronger with the battle scars, not least those born by Shearman after its damaging failed merger talks with Hogan Lovells, which prompted a string of high-profile exits in recent months.
As we pointed out when the O’Melveny talks collapsed, the only transatlantic deal that the Magic Circle globalists were ever going to strike was with a firm in decline. Shearman is certainly that, which is the reason it has swallowed its pride to countenance this deal at all.
We have known for some time that, with the insidious creep of thrusting US firms in the City, the term Magic Circle was becoming obsolete. Now it can safely be said that A&O Shearman heralds the death knell of the Magic Circle. It’s extremely difficult to imagine how Clifford Chance, Freshfields or Linklaters can meaningfully respond to this, a deal which would place A&O on the trajectory to becoming the world’s top UK-based law firm.
While there is clearly much to be done in terms of financial due diligence and the ironing out of issues relating to Shearman’s pension liabilities, time will be of the essence. A long courtship never works, so Dejonghe and Hakki would be well advised to work quickly on getting buy-in from rainmakers and locking them in as soon as possible, while not dragging their feet on the vote. Once the stars are aligned, the rest will inevitably fall into place.
A merger of two historic brands does not create a market leader overnight, but it is heartening to see that Dejonghe and Hakki are addressing the problems posed by market forces with the only viable solution. Let’s hope it works this time around.
