Helping Clients Transform the Global Financial Services Landscape

In 2007, our Firm’s preeminent financial institutions practice led to our often pivotal role in helping clients transform the global financial services landscape. During the past year, our Firm achieved top ranking by SNL Financial as the leading legal advisor in financial institutions M&A (by deal value). Examples of our groundbreaking financial institutions work include representing:

• J.C. Flowers & Co. in its US$ 25.2 billion proposed acquisition of Sallie Mae;
• The Bank of New York in its US$ 16.5 billion merger with Mellon Financial, creating the largest global securities servicing and asset management firm;
• Commerce Bancorp in its US$ 8.5 billion acquisition by The Toronto-Dominion Bank;
• Merrill Lynch, as co-investor with Madison Dearborn Partners, in their US$ 6.3 billion investment in Nuveen;
• Fiserv in its US$ 4.4 billion acquisition of CheckFree Corporation;
• UnitedHealth Group in its US$ 2.75 billion acquisition of Sierra Health Services; and
• Ohio Casualty in its US$ 2.7 billion sale to Liberty Mutual.

In late 2007 and early 2008, our Firm took the lead in advising on a number of sovereign wealth fund capital investments in leading U.S. financial institutions, in a role that The Wall Street Journal called “a front row seat for one of the biggest developments in the financial world in 2007.” This work was an outgrowth of the Firm’s pioneering efforts in nearly every major development in the new generation of securities designed to provide financial institutions with equity-like treatment for capital purposes and debt-like treatment (e.g., deductible interest expense) for tax purposes. Examples of our Firm’s work in which sovereign wealth fund investors are involved include:

• the investment of US$ 12.5 billion in Citigroup through the purchase of optionally convertible securities by a group that includes the Government of Singapore Investment Corporation (GIC), Capital Research Global Investors, Capital World Investors, the Kuwait Investment Authority and the New Jersey Division of Investment (representing Citigroup);
• the investment of US$ 7.5 billion in Citigroup through the purchase of mandatorily convertible securities by the Abu Dhabi Investment Authority (ADIA) (representing Citigroup);
• the investment of US$ 11.6 billion in UBS through the purchase of mandatorily convertible securities by two entities, including GIC (representing UBS);
• the investment of US$ 6.6 billion in Merrill Lynch through the purchase of mandatorily convertible securities by the Korea Investment Corporation, the Kuwait Investment Authority and Mizuho Financial Group Inc., among others (representing Merrill Lynch);
• the private placement of US$ 6.2 billion of Merrill Lynch common stock with Temasek Holdings and Davis Selected Advisors (representing Merrill Lynch); and
• the investment of US$ 5.6 billion in Morgan Stanley through the purchase of mandatorily convertible securities by the China Investment Corporation (CIC) (representing CIC).

An important part of our work in 2007 was our representation in compliance and regulatory matters, enforcement actions and investigations, corporate governance, and securities laws matters for many of the largest financial institutions in the world and major trade associations. Our lawyers represented financial institutions in numerous confidential matters, including with respect to 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.