Broker-Dealer Mergers and Acquisitions

In the M&A area, S&C frequently advises clients in the acquisition or sale of broker-dealers. In this context, our work includes assisting clients with the regulatory approval process and the conduct of a regulatory “due diligence” review. We have also provided extensive advice to broker-dealers seeking to develop and conduct business over the Internet, with particular emphasis on e-offerings, online trading operations and ECNs.

Recent highlights of our broker-dealer M&A practice include advising:

• ING Groep (Netherlands) in the acquisition of ShareBuilder (U.S.) by ING DIRECT (U.S.) (ING Groep is the parent of ING DIRECT);
• Fox-Pitt, Kelton (U.K.) in its acquisition of Cochran Caronia Waller Securities (U.S.);
• Citadel Investment Group (U.S.) in its acquisition, through its wholly owned subsidiary Citadel Derivatives Group, of a 25% stake in Direct Edge Holding (U.S.);
• Archipelago Holdings (U.S.) in its $10.5 billion merger with the New York Stock Exchange (U.S.)—the largest-ever merger among securities exchanges;
• Sumitomo Mitsui Financial Group (Japan) in its $1.6 billion acquisition of SMBC Friend Securities (Japan);
• Piper Jaffray Companies in the $815 million sale of its Private Client Branch Network (U.S.) to UBS (Switzerland);
• UBS (Switzerland) in its $624 million acquisition of Caisse Centrale de Réescompte (France); and
• RBC Capital Markets (Canada) in its acquisition of the broker-dealer business and certain other assets of Carlin Financial Group (U.S.) for an undisclosed amount.