Legal Business

Davis Polk and Cleary act on big four Booz takeover as PwC re-shuffles legal leadership


Major accountancy and advisory groups are always nice clients for law firms to have so Davis Polk & Wardwell, Cleary Gottlieb Steen & Hamilton and Linklaters have some cause for cheer after having been instructed on one of the biggest deals in the professional services sphere for years.

The deal sees big four accountancy and advisory group PricewaterhouseCoopers (PwC) seal an acquisition of New York-based Booz & Company, one of the proudest names in strategic consulting.

The deal will go to a vote of Booz’s 300 partners in December, bringing in a business with 3,000 staff and revenues of around $1bn. PwC, which currently generates revenues of $32bn, has been moving in recent years to expand its business in the lucrative strategic consultancy area.

Booz, which was founded in 1914, was a pioneer in the managing consulting business. The tie-up of two of the oldest names in professional services is likely to attract scrutiny from regulators, with audit watchdogs currently putting pressure on groups like PwC to avoid conflicts of interest.

Davis Polk was instructed as lead counsel for PwC, with the Wall Street leader fielding a team under global co-head of M&A David Caplan and corporate partner Oliver Smith. Other senior lawyers on the team included executive compensation partner Edmond Fitzgerald, tax partner Rachel Kleinberg and antitrust specialist Ronan Harty.

Caplan had previously advised PwC on its 2011 acquisition of management consulting firm PRTM for an undisclosed sum, as well as its buyout of Diamond Management & Technology Consultants for $378m in 2010.

Linklaters was also instructed on the deal, fielding a UK law team out of London led by corporate partners Richard Godden and Sarah Wiggins. Linklaters is a regular adviser to PwC in Europe, including acting for PwC on its lucrative role as the administrator in the European bankruptcy of Lehman Brothers.

Cleary Gottlieb is advising Booz with lawyers on the PwC deal including New York-based M&A partners Christopher Austin and Benet O’Reilly, employment partner Arthur Kohn, tax partner Sheldon Alster and antitrust specialist Brian Byrne in Washington DC.

Meanwhile, in a separate development, PwC today (31 October) announced a re-shuffle of the management of its PwC Legal network. Leon Flavell will now focus on his role as leader of PwC’s Global Legal Services Network. Shirley Brookes, currently managing partner of PwC Legal, is assuming Flavell’s role as PwC Legal’s UK senior partner.

The move will be watched closely at a time when many observers expect big four accountants to show renewed interest in the liberalising UK legal services market. Flavell commented: ‘We have the most geographically extensive legal services network in the world, with over 2,400 lawyers in over 80 countries. Revenues last year were $440m and there are fantastic opportunities for us to grow these further.’

Brookes said: ‘There are considerable opportunities for us to grow here in the UK and I am delighted to be taking on the role of senior partner.’

Legal Business

Record breaking $49bn Verizon bond issue sees Debevoise and Davis Polk secure lead roles


Debevoise & Plimpton and Davis Polk & Wardwell have landed roles on Verizon Communication’s record breaking $49bn US bond issue. The deal is bigger than the three previous record sized deals combined: Apple’s $17 billion deal in April, AbbVie’s US14.7 billion last November and Roche Holdings’ $13.5 billion transaction in 2009, according to Reuters, which also points out that the issue is larger than the GDP of 90 countries.

Debevoise is advising Verizon, with a New York team led by corporate chair Jeffrey Rosen, corporate partners Michael Dis and Steven Slutzky working alongside tax partner Peter Furci.

Davis Polk is advising the underwriters J.P. Morgan, Morgan Stanley, Barclays Bank, Merrill Lynch and Pierce, Fenner & Smith as joint lead arrangers and joint bookrunners. The Davis Polk team includes New York partner Jason Kyrwood together with Michael Mollerus and Harry Ballan. London partners Jonathan Cooklin, Will Pearce and Simon Witty are providing English law advice.

The bond sale is being used by the US telecoms group to raise capital to finance the debt portion of its$130bn acquisition of Vodafone’s 45% acquisition of Verizon Wireless, an M&A deal which handed roles to UK firms Slaughter and May and Macfarlanes.

The Macfarlanes team is being led by senior partner Charles Martin and corporate and M&A partner Graham Gibb and includes tax partner Ashley Greenbank. The team are working alongside Wachtell Lipton Rosen & Katz.

Slaughter and May took the lead role for Vodafone led by corporate partner Roland Turnill, despite Linklaters being the company’s usual corporate adviser.

The deal is one of the largest corporate deals in history.

Legal Business

Wall Street in London: Weil Gotshal and Davis Polk lead on $1.6bn takeover of UK’s Edwards Group


As British industrial technology firm Edwards Group is today (19 August) bought out for $1.6bn by Swedish engineering group Atlas Copco, it is notably being advised by the London office of Wall Street firms Weil, Gotshal & Manges and Davis Polk & Wardwell.

The Weil Gotshal team, which represented Edwards Group on its initial public offering on the New York Stock Exchange last May, is being led by London-based corporate partner Peter King, assisted by New York corporate partners David Blittner and Jackie Cohen.The firm has a longstanding relationship with the major shareholders of the company, private equity firms CCMP Capital and Unitas. Peter King told Legal Business: ‘We’re very happy to be acting for Edwards on a deal of this size and importance.’

The Davis Polk team is being led by London-based heavyweight corporate partner Simon Witty, who joined from Freshfields Bruckhaus Deringer in 2012 to launch the firm’s English law capability in London, alongside fellow corporate partner John Banes. Davis Polk represented the underwriters in Edwards’ initial public offering.

Pillsbury Winthrop Shaw Pittman are leading for Atlas Copco with a team led by New York-based corporate partner Stephen Rusmisel.

The deal follows last month’s £3.3bn takeover bid by France’s Schneider Electric for UK engineering firm Invensys, in which Magic Circle firms Linklaters and Freshfields Bruckhaus Deringer advised the respective companies.





Legal Business

Davis Polk and Linklaters win landmark Lehman settlement


Linklaters and Davis Polk & Wardwell have won a settlement agreement in the long-running Lehman Brothers bankruptcy that ‘unlocks’ $9bn of assets and sees them returned to the bank’s customers.

Linklaters acted for administrators PwC, an instruction the firm has enjoyed since Lehman collapsed in 2008, on all English law matters.

The Magic Circle firm has fielded a large team acting for PwC, including restructuring partners David Ereira, Tony Bugg and Richard Holden in London and litigation partner James Warnot in New York.