Our Approach

We have built a reputation for innovation and creative problem solving in complex U.S. and cross-border financial institutions mergers and acquisitions, such as Citigroup's joint venture with Morgan Stanley combining Morgan Stanley's Global Wealth Management Group and Citigroup's Smith Barney retail brokerage unites, creating the largest U.S. brokerage. In addition, working closely with our M&A and IMG lawyers, our FIG lawyers regularly assist financial institutions and private equity groups in making acquisitions and dispositions of financial institutions for their own accounts and for the accounts of the funds they sponsor.

Awards and Rankings

Chambers USA 2010 ranked Davis Polk in the 1^st tier for Financial Institutions M&A.
Chambers USA 2009 noted that “[p]laying a central role in work relating to the economic downturn, Davis Polk has emerged as one of the market leaders in the . . . M&A field.”
Davis Polk ranked among the top 3 law firms in U.S. financial industry M&A transactions announced in 2009, according to Thomson Reuters.
According to Chambers USA 2008, “The financial institutions group at this New York leviathan offers considerable strength in both general financial regulation and compliance and financial institutions M&A…Clients highlight the team’s ability to understand both market issues and their intersection with regulations.”

Notable Matters

We advised ABN AMRO on its $101 billion sale to a consortium consisting of the Royal Bank of Scotland, Fortis and Banco Santander.

We advised Citi on the launch of a series of exchange offers for publicly held convertible and non-convertible preferred and trust preferred securities. Assuming full participation in the swaps, Citi converted into common shares $58 billion of preferred stock and trust preferred securities.

We advised Citigroup on its joint venture with Morgan Stanley that combined Morgan Stanley’s Global Wealth Management Group and Citi’s Smith Barney retail brokerage units in the U.S., U.K. and Australia into a new entity, Morgan Stanley Smith Barney.

We are advising Morgan Stanley on the conversion by Mitsubishi UFJ Financial Group (MUFG) of convertible preferred stock into common stock of Morgan Stanley.

We advised Banco Santander, the largest Spanish bank, on its $2.5 billion acquisition of Bank of America’s 24.9% stake in Santander’s Mexican unit, Grupo Financiero Santander.

We advised Bermudan reinsurer PartnerRe on its approximately $2 billion acquisition of PARIS RE, a Swiss reinsurer. This deal was named the “European M&A Deal of the Year” at the 2010 IFLR awards.

We advised Grupo Aval, the largest financial conglomerate in Colombia, on its $1.9 billion acquisition of BAC Credomatic, a Central American banking group, from GE Capital.

We advised Morgan Stanley on the $1.5 billion sale of its retail investment management business, including Van Kampen Investments, to Invesco, an Atlanta, Georgia-based independent global investment management company.

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We advised Citigroup on its proposed acquisition of Wachovia's banking subsidiaries.
We advised Morgan Stanley in connection with a $9 billion investment by Mitsubishi UFJ Financial Group (MUFG), a Tokyo-based international financial services provider, in Morgan Stanley.
We advised Lloyds on U.S. bank regulatory matters on its acquisition of HBOS.
We advised Morgan Stanley on its joint venture with Mitsubishi UFJ Financial Group that integrated their securities operations in Japan.
We advised Morgan Stanley on a $5.5 billion investment by China Investment Corporation (CIC), the Chinese government’s investment company.
We advised Nikko Cordial in connection with the $4.9 billion buyout of its minority shareholders by Citigroup.
We advised E*TRADE Financial Corp. in connection with a $2.5 billion investment led by affiliates of Citadel Investment Group. E*TRADE is a New York-based family of companies that provides financial services, including trading, investing, banking and lending for retail and institutional customers. Citadel is a leading alternative investment institution.
We advised Banco Santander on its $1.9 billion acquisition of Sovereign Bancorp.
We advised Sterling Financial, a Spokane, Washington-headquartered bank holding company for Sterling Savings Bank, a commercial bank, and Golf Savings Bank, a savings bank focused on single-family mortgage originations, in connection with its recapitalization and recovery plan, including equity investments in the company by private equity firms Thomas H. Lee Partners and Warburg Pincus totaling approximately $278 million, an exchange transaction with the U.S. Treasury for its TARP preferred and an additional capital raise by Sterling Financial of at least $720 million (inclusive of the private equity investments).
We advised Westport Capital Partners on the acquisition by its affiliate of a minority equity stake in Community & Southern Bank, a newly chartered Georgia bank. Westport Capital’s investment is part of C&S Bank’s capital raise in connection with its acquisition of failed First National Bank of Georgia, which includes a losssharing arrangement with the FDIC.
We advised FBR Capital Markets Corp. in its role as financial adviser and placement agent for State Bank & Trust Co. on its $300 million capital raising and FDIC-assisted acquisition of Security Bank. The six Security banks had total assets of approximately $2.5 billion.
We advised Corsair Capital on its minority investment in East West Bancorp, Inc., which was made in connection with East West’s acquisition of United Commercial Bank in an FDIC-assisted transaction.

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Areas of Experience

Investment Funds Litigation and Investigations

FDIC's Proposed Policy Statement on Private Equity