Legal Business

The student view: Davis Polk’s Will Pearce talks deal lawyering at Wall Street’s finest

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London may have caught New York-based giant Davis Polk & Wardwell’s eye as early as 1973, but it’s only two years ago that the firm’s UK office launched an English law practice, following the January 2012 hire of former Freshfields Bruckhaus Deringer corporate partner Simon Witty and tax partner Jonathan Cooklin.Seventeen months later, the duo were joined by Will Pearce, who trained and became a corporate partner at Herbert Smith Freehills, before assuming a similar position at Davis Polk on 1 May 2013.

Along with his responsibilities in the English law department, Pearce (pictured) has also taken on the role of principal to the firm’s new training programme, which will accept between four and six trainees each year, and which offered vacation scheme seats to 19 graduates in 2013. This year, the firm plans to organize three vacation sessions, with each one expected to last two weeks and to see roughly eight students in attendance. So far, the vacation scheme format has included career-oriented presentations and seminars, meetings with Davis Polk lawyers, and a tour of the Kaplan Law School, where accepted trainees will be taking their Legal Practice Course (LPC).

Pearce believes that there is a growing place for US firms as providers of English law training for upcoming solicitors: ‘The legal world has changed beyond recognition in the last 20 years. Everything is now global. When I was applying for my training contract in the mid ’90s, there were 20 top and broadly similar UK law firms to choose from, if you wanted to pursue a career at an international commercial law firm: US law firms didn’t even register with graduates in the UK. Students’ choices now are very different. They focus on what type of law they want to focus on, what sort of environment they want to work in and the level of responsibility and quality of training they will receive.’

Pearce himself found the choice of a practice area particularly influential on his career. His beginnings showed no early loyalty to the legal profession: growing up in Birmingham, he enjoyed both the sciences and the French language, and initially wanted to pursue biochemistry at university. A scheduling conflict sabotaged that particular dream, and he instead dedicated himself to French and English legislation as part of the University of Warwick’s European law programme.

‘I enjoyed studying law at university, but I can’t say that law really clicked with me for the first two years’, he admitted, noting that he only genuinely began to engage with the subject after his year of studying abroad in France, when he discovered an attraction to corporate law.

His enthusiasm for the life of a deal lawyer never waned: he accepted a training contract with Herbert Smith, and qualified in September 1998 as a corporate solicitor with a focus on M&A and equity capital markets.

Now, legal work impacts Pearce differently: ‘I can, hand on heart, say that I really enjoy what I do. It’s a real privilege to work with smart people at the top of their game whether as colleagues, clients or lawyers on the other side of the table. I’m really lucky to be able to do something that I find intellectually and personally challenging and get paid for it’, he observed.

The appeal of corporate work for him is straightforward: ‘I like doing something positive, something constructive. With a corporate finance deal, you have two parties who are in the room to reach agreement on a deal that is a win-win for both sides. For me, litigation on the other hand is about picking a hole in someone else’s logic and arguing why you are right’.

Pearce was also drawn by the lesser duration of the average corporate transaction, which can last three-four months, where complex litigation cases can sometimes take many years before reaching a formal resolution.

‘I like the personal dynamic to a corporate deal. The interaction between the principals, their investment banking advisers and lawyers can be crucial to getting a deal across the line,’ Pearce mentioned.

Pearce has tried his hand at a wide selection of significant matters, such as the demutualisation and IPO of Standard Life (2006), the recapitalisation and eventual nationalisation of Bradford & Bingley (2008), Rio Tinto’s $15.2bn rights issue (2009), the refinancing and restructuring of JJB Sports (2009-2012), as well as Verizon’s $130bn acquisition of Vodafone’s holding in Verizon Wireless (2013).

Seventeen years of Herbert Smith Freehills tenure came to an end in 2013, when Pearce decided to join the fledgling English law practice of Davis Polk: ‘It was a very personal decision. I’d worked a lot with lawyers at Davis Polk in London, on the same or on the opposite side of transactions. The firm is incredibly well-regarded by clients, has very talented lawyers and a fantastically collaborative and collegiate team spirit. All things I value highly. To be able to help Davis Polk build out its English law practice in London was simply a unique opportunity.’

Part of that development process involves growing the firm’s own trainees. While the firm is flexible in terms of its intake, it is currently expecting to accept no more than six trainees a year in London.

‘In terms of the individual, trainees will be given a lot of a lot of responsibility, they will get to work in smaller teams directly with partners and senior associates’, he comments.

Likewise, the intake size is meant to allow the firm to retain a high number of trainees, which will in turn feed into the Davis Polk London growth strategy: ‘There is no numbers game, and we are not looking for a particular number of people to join us with a view to using the training contract as an extended interview process. We want to make sure we have the right people for the sustainable, long term development of our practice in the UK.’

While the training programme more directly concerns the London side of Davis Polk’s business, the firm intends to foster integration between its US and UK practices, with all trainees being given the option to take a three-month secondment to the New York office, and with associates being expected to work in joint international teams on most transactions.

Graduates interested in the programme will only need to submit a CV and cover letter, which Pearce advises should be concise and punchy at no more than two pages in length each.

He recommends that applicants should be honest and detailed about their grades, as well as careful to include reliable referees. Davis Polk legal recruiting manager Martha Jeacle also reminded the candidates to mention both when they’re graduating, and when they are eligible to begin their training contract.

As far as the cover letter goes, Pearce encourages applicants to answer the following questions: Why law? Why international corporate law (which future trainees should be aware will constitute a substantial amount of their work)? And last, but not least: why Davis Polk?

Candidates who are successful at this stage will advance to a first 45-60 minute interview with two partners, during which they will be given a corporate finance transaction scenario that will be discussed during the meeting. They will then follow up with a 20-30 minute conversation with two associates.

Pearce advises graduates to avoid giving answers they think their interviewers want to hear, and to keep a balanced, approachable attitude, showing confidence without straying into arrogance.

Pearce emphasizes that trainees will have to develop an understanding of UK and US jurisdictions, and to maintain a global and collaborative outlook: ‘The firm thinks in terms of regions – US, Asia, Europe, so on – and practice areas. It thinks very internationally, and it relies on excellent lawyers, client focus and teamwork. We need the teamwork element. We’re not really interested in people who’re only interested in themselves.’

ruxandra.lordache@legalease.co.uk

This article first appeared on the website of Lex 100, Legal Business’s sister publication.

Legal Business

M&A: Davis Polk and Latham advise on Smith & Nephew’s $1.7bn acquisition of Arthrocare

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In the third largest M&A deal in the UK this year after Liberty Global’s $10bn takeover of Ziggo and Amec’s $2.7bn acquisition of Foster Wheeler, Davis Polk & Wardwell is advising Smith & Nephew on its $1.7bn acquisition of Texas-based medical device company ArthroCare opposite Latham & Watkins.

The Davis Polk team includes corporate partners George Bason and Michael Davis, along with Jeffrey Crandall who is providing executive compensation advice. Partners Ronan Harty and Kathleen Ferrell are providing antitrust and tax advice respectively. Davis Polk is advising from its New York and Washington offices.

London Stock Exchange-listed Smith & Nephew, with a market capitalisation of £7.9bn, has in the past used firms including Ashurst and Magic Circle giant Freshfields Bruckhaus Deringer for corporate work, with Freshfields also having recently advised the corporate on employment and pensions matters.

Latham’s corporate team for Arthrocare is being led by Silicon Valley partners Michael Hall and Josh Dobofsky, along with Orange County corporate partners Charles Ruck and David Lee and Washington D.C-based antitrust partners Michael Egge and Amanda Reeves.

Compensation and benefits advice is being provided by Silicon Valley-based James Metz; intellectual property advice by partner JD Marple; health care regulatory matters by Washington-based partners John Manthei Stuart Kurlander; and securities and finance advice by Washington-based partner Joel Trotter and New York partner Wesley Holmes.

ArthroCare is based in Austin, Texas and employs around 1,800 people. In January the company and the U.S Department of Justice (DOJ) entered into a deferred prosecution agreement resolving an investigation by the DOJ into allegations of securities and related fraud going back to 2008.

david.stevenson@legalease.co.uk

Legal Business

Davis Polk bolsters English law practice with hire of Ashurst finance partner Nick Benham

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Davis Polk & Wardwell’s aggressive approach to building and developing an English law practice has seen the top 30 global 100 firm hire Ashurst finance partner Nick Benham into its City office.

Benham, who has been a partner in Ashurst’s credit group since 2010, focuses on complex finance transactions including domestic and international leveraged finance and financial restructurings, acting for debt providers and strategic debt investors.

Davis Polk has only had English law capability since last year, when it poached high profile Freshfields Bruckhaus Deringer capital markets partner Simon Witty (pictured) at the start of 2012. Witty’s hire was followed in quick succession by the arrival of another Freshfields lawyer, Jonathan Cooklin, who headed the Magic Circle firm’s insurance tax practice, with the pair joined in November by Herbert Smith Freehills’ leading M&A partner Will Pearce.

The trio have already acted on the English piece of a number of Davis Polk’s high profile corporate transactions, including the record breaking $49bn Verizon bond issue in September, where the 798-lawyer firm advised underwriters J.P. Morgan, Morgan Stanley, Barclays Bank, Merrill Lynch and Pierce, Fenner & Smith as joint leader arrangers and joint bookrunners, with the trio providing English law advice on the deal.

‘Nick is an outstanding addition to our elite English law team,’ said Thomas Reid, Davis Polk’s managing partner. ‘Our commitment to developing an English law practice in London was subject to only one qualification – that we attract lawyers of the same high calibre as our U.S. practices. With Nick, once again, we have a lawyer of exceptional intellectual and client capabilities.’ Reid added, ‘We look forward to Nick’s arrival when, with our existing U.S. leveraged finance lawyers in London and New York, we will be able to offer our clients a complete international solution of the highest quality in the market.’

Benham’s departure will be a blow to Ashurst, following shortly in the wake of the resignations of global corporate head Stephen Lloyd and fellow corporate partner Eavan Saunders Cole. The departures come within weeks of the top 15 firm’s full financial integration with Australian Big Six firm Blake Dawson and of ex-senior partner Charlie Geffen unexpectedly losing the chairman vote to litigator Ben Tidswell on 16 October.

 

david.stevenson@legalease.co.uk

Legal Business

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

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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.’

Sarah.downey@legalease.co.uk

Legal Business

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

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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.

david.stevenson@legalease.co.uk

Legal Business

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

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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.

david.stevenson@legalease.co.uk

 

 

 

 

Legal Business

Davis Polk and Linklaters win landmark Lehman settlement

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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.