Mergers and Acquisitions and Private Equity

Our financial institutions lawyers provide regulatory advice for friendly and contested transactions, public acquisitions and divestitures, private equity transactions and joint ventures when the acquirer, target or partner is a U.S. or international financial institution.

We bring practical experience to the integration of broker-dealer businesses, having been involved directly in a number of broker-dealer mergers as in-house counsel and corporate executives. Our IP lawyers advise broker-dealers and trading markets on intellectual property issues arising in connection with acquisitions, licensing and other transactions.

Recognition

  • 1st in U.S. financial institutions deals – Thomson Reuters 1H 2015

  • From 2012 to present, Davis Polk ranks first among law firms in bank M&A, according to data from Thomson Reuters
  • We have advised clients on more than $200 billion in financial institutions M&A since 2012.
  • Chambers USA – “Perennially at the forefront of the banking compliance and broker-dealer spheres, complemented by significant enforcement capability and high-quality expertise in financial services M&A. Remains at the cutting edge of regulatory developments, serving as a utility to instill knowledge and advance the industry at large.” 

Notable Matters

  • Citigroup. We advised Citigroup in connection with all of its major financial crisis-related matters, including its joint venture with Morgan Stanley, which created Morgan Stanley Smith Barney, the largest U.S. retail broker. 
  • Federal Reserve Bank of New York and U.S. Department of the Treasury. We have advised the Federal Reserve Bank of New York and the U.S. Department of the Treasury on a series of more than $180 billion in unprecedented securities and loan transactions for AIG, the world’s largest insurer. 
  • ABN AMRO Holding. We advised ABN AMRO Holding on competing acquisition bids by Barclays and a consortium of leading European banks and ultimately on its $101 billion acquisition by the Royal Bank of Scotland-led consortium. The transaction is the largest-ever in the banking industry and created one of the world’s top five banks. 
  • BATS Global Markets. We advised BATS Global Markets, a Kansas City, Missouri-based operator of securities markets in the United States and Europe, on its:
    • Merger with Direct Edge, a Jersey City, New Jersey-based provider of dynamic trading functionality, as well as connectivity and market data services. The combined company, which operates under BATS Global Markets, is the top U.S. exchange operator by market share for all ETFs and the top exchange for retail-driven liquidity, according to a statement by BATS.
    • $365 million acquisition of Hotspot FX, an institutional spot foreign exchange market with a customer base that includes more than 220 banks, market makers, hedge funds and institutions, from KCG Holdings.
  • Tokyo Stock Exchange Group. We advised Tokyo Stock Exchange Group on its $1.9 billion merger with Osaka Securities Exchange, creating Japan’s largest stock exchange group.
  • JPMorgan Chase & Co. We advised JPMorgan Chase & Co. on its sale of a portfolio of loans and other securities from J.P. Morgan’s Global Special Opportunities Group to Sankaty Advisors, the independently managed credit affiliate of Bain Capital. The portfolio contains mezzanine loans and related special situations investments with an aggregate value of $1.3 billion.

  • Banca Intesa and Sanpaolo IMI. We advised Banca Intesa and Sanpaolo IMI on the U.S. aspects of their merger. Sanpaolo IMI, headquartered in Turin and Rome, Italy, and Banca Intesa, headquartered in Milan, Italy, are two of the premier banking and financial groups in Italy.
  • Morgan Stanley. We advised Morgan Stanley on:
    • Its joint venture with Mitsubishi UFJ Financial Group that integrates their securities operations in Japan.
    • 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. 
  • SWS Group. We advised the special committee of the board of directors of SWS Group, a Dallas, Texas-based full-service bank that operates securities clearing, retail brokerage, institutional brokerage and banking segments, on its $260 million contested acquisition by Hilltop Holdings, a Texas-based diversified financial holding company, from Oak Hill Capital Partners, Lone Star Value Management and other shareholders. 
  • GAIN Capital Holdings. We advised GAIN Capital Holdings, a global provider of online trading services, on its approximately $107 million acquisition of Global Futures & Forex, a global provider of retail foreign exchange and derivatives trading with offices in London, Singapore, Tokyo, Sydney and Grand Rapids, Michigan.
  • Cogent Partners. We advised Cogent Partners, a global financial adviser to investors on the secondary market for alternative assets, on its acquisition by Greenhill & Co., an independent investment bank focused on providing financial advice on significant mergers, acquisitions, restructurings, financings and capital raising, for total consideration of up to $97.6 million.
  • Julius Baer. We advised Julius Baer, a Swiss-based private banking group, on its acquisition of three private banking businesses from UBS, a Swiss-based financial institution, in a stock-and-cash transaction that resulted in UBS owning 20% of Julius Baer. 

  • Fortis. We advised Fortis, a Dutch integrated financial services provider, on its acquisition of O’Connor & Company, a Chicago-based leader in boutique trade clearing services, order execution and brokerage services on domestic equity, futures and options markets. 

  • Van der Moolen Holdings. We advised Van der Moolen Holdings and its affiliates in connection with an agreement to sell certain assets related to New York Stock Exchange specialist activities to Lehman Brothers.