S&C continues to have the preeminent financial institutions practice in the United States. The Firm remains at the forefront of M&A for financial institutions and was ranked by SNL Financial as the leading legal advisor in financial institutions M&A (by deal number) for 2008, as well as the number one firm for total volume of financial institutions M&A since 2000 by Bloomberg. Our M&A transactions in this sector are significant not only because of their size, but also because of their substantial complexity involving acquisition-related restructurings that have reshaped the landscape of the financial services industry. Recent highlights include:
- Wachovia in its merger with Wells Fargo;
- Commerce Bancorp’s $8.5 billion acquisition by The Toronto-Dominion Bank (representing Commerce Bancorp);
- Archipelago Holdings’ $10.5 billion merger with the New York Stock Exchange—the largest-ever merger among securities exchanges (representing Archipelago Holdings);
- The Bank of New York’s $16.5 billion merger with Mellon Financial, following its $3.1 billion sale of its branch network to, and acquisition of the corporate trust business of, JPMorgan Chase (representing The Bank of New York). These transactions created the largest securities servicing and asset management firm globally;
- AmSouth Bancorporation’s $10.4 billion merger with Regions Financial, creating one of the top ten bank holding companies in the United States (representing AmSouth); and
- the $9.8 billion merger of Merrill Lynch’s investment management business, MLIM, with BlackRock, creating the largest U.S. fixed income manager and the largest listed asset management company in the world (representing Merrill Lynch).
We remain active with non-U.S. financial institutions as well, having advised on two of the leading transactions in Asia: Tokio Marine Holdings’ pending $4.7 billion acquisition of Philadelphia Consolidated Holding Corp—the largest financial services acquisition of a foreign target by a Japanese buyer to date (representing Tokio Marine Holdings); and Sumitomo Mitsui Financial Group’s $1.6 billion acquisition of SMBC Friend Securities Co., Ltd. (representing Sumitomo Mitsui Financial Group). The Firm has also been active in Europe, advising on the $11.3 billion acquisition by AXA of Winterthur Insurance from Credit Suisse, the largest cross-border insurance industry transaction in Europe in 2006 (representing AXA as to the U.S., French, German and EC competition law aspects of its acquisition); and the $12.8 billion business combination of Natexis Banques Populaires with Banque Fédérale des Banques Populaires and Caisse Nationale des Caisses d’Epargne to form Natixis S.A. (representing Natexis Banques Populaires). The combined Natixis is the leading asset manager in France. In the U.K., S&C advised on the acquisition of boutique investment bank Fox-Pitt, Kelton from Swiss Re for an undisclosed amount (representing J.C. Flowers as lead investor).
Our lawyers also continue to represent financial institutions in numerous confidential matters of great importance to those institutions. Most recently, these matters have included representations in connection with the subprime lending crisis, economic sanctions compliance, anti-money laundering requirements and reporting issues, and the financing of companies engaged in Internet gambling. We participated actively in the development of the international transparency initiative for bank payments that is designed to prevent money laundering and terrorist financing.
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