Will Pearce
  1. Partner

Mr. Pearce is a partner in Davis Polk’s Corporate Department, practicing in the London office. He advises corporate, private equity and investment banking clients on public and private mergers and acquisitions, takeovers and securities offerings and listings.

He also advises on corporate governance, shareholder activism and restructuring matters and corporate and securities law and regulation.

With over 20 years' experience of advising on the Takeover Code and the Listing Rules, he is one of a handful of law firm partners in the U.K. to be recognized as a leading lawyer for corporate/M&A and equity capital markets.

Work Highlights

  • A.P. Møller-Maersk on its:
    • Demerger and $3.6 billion Nasdaq Copenhagen listing of Maersk Drilling
    • $100 million disposal of 50% shareholding in Egyptian Drilling Company to Egyptian General Petroleum Corporation
    • $7.45 billion disposal of Maersk Oil to Total
  • Charles Taylor on its:
    • £261 million takeover by Lovell Minnick
    • £17.6 million placing in connection with the acquisition of Inworx
    • £30.6 million rights issue
  • Comcast on its £30.6 billion competitive takeover of Sky and $65 billion proposed acquisition of Twenty-First Century Fox
  • Dialog Semiconductor on its $4.6 billion aborted acquisition of Atmel and $5 billion proposed merger with AMS
  • Genuine Parts Company on its $2 billion acquisition of Alliance Automotive Group from Blackstone and others
  • Heineken on its €1.025 billion acquisition of Brasil Kirin from Kirin Holdings
  • Mastercard on its £700 million acquisition of 92.4% stake in Vocalink
  • Natura on its €1 billion acquisition of The Body Shop from L'Oréal
  • Nuvei on its $889 million takeover of SafeCharge
  • Technip on its $17 billion merger with FMC Technologies
  • Temenos on its:
    • $559 million acquisition of Kony from Insight Venture Partners and others
    • £12 million acquisition of Logical Glue
    • £1.4 billion takeover offer for Fidessa
    • €235 million acquisition of Multifonds from Summit Partners and others
  • Verisk Analytics on its:
    • £250 million acquisition of Sequel from Hg Capital and others
    • £1.85 billion acquisition of Wood Mackenzie from Hellman & Friedman and others
  • Public companies including Aetna, ARM, GAIN Capital, IHS Markit, Lydall, Morgan Stanley, SS&C Technologies and Tencent on various acquisitions and disposals of businesses in Europe
  • Private equity firms including Atairos, Cornell Capital, Corsair Capital, Lightyear Capital and Metalmark Capital on various investments, acquisitions and disposals
  • Investment banks as financial advisers, sponsors and/or underwriters to corporates on takeovers, significant and related party transactions, restructurings and capital raisings, notably:
    • Mondi on the simplification of its dual listed company structure
    • Vantiv on its $10.4 billion takeover of Worldpay
    • British American Tobacco on its $54.5 billion acquisition of 57.8% of Reynolds American
    • Anheuser-Busch InBev on its £79 billion takeover of SABMiller
    • Imperial Tobacco on its $7 billion acquisition of assets from Reynolds American in connection with its $27.4 billion acquisition of Lorillard
    • Verizon Communications on its $130 billion acquisition of 45% of Verizon Wireless from Vodafone
    • Just Retirement, Ladbrokes, Tullet Prebon and Aquarius Platinum on secondary capital raisings

Recognition

  • Listed as a leading corporate/M&A and equity capital markets lawyer in Chambers, Legal 500 and IFLR1000:
    • Noted as “exceptionally strong” and “one of the most commercial lawyers that I have worked with” who “has a very thorough knowledge of the sponsor regime and the Takeover Code,” Chambers
    • Singled out with clients describing him as “excellent” and another as “high quality advice, very accessible and responsive,” IFLR1000
    • Noted for “exceptional, in-depth knowledge of all elements of the UK Takeover Code,” Legal 500
  • The American Lawyer – "Dealmaker of the Year," 2019
  • Law360 – "M&A MVP of the Year," 2018
  • The Deal:
    • “Dealmaker of the Year,” Europe Awards 2018
    • “Energy, Power & Utilities Lawyer of the Year,” Europe Awards 2018
  • Who’s Who Legal – Listed for corporate/M&A, 2018 and 2019
  • Acritas Star Lawyers – Listed for corporate law and noted for “professionalism, user-friendliness,” 2017, 2018 and 2019
  • ILO Client Choice – Award for U.K. M&A for excellence in client service based on client feedback and noted as “one of the brightest and most technically gifted corporate finance lawyers that I have worked with," who "combines this with good commercial acumen, the ability to build excellent client relationships, strong negotiation skills and unflappability under pressure,” 2013 and 2016
  • Thomson Reuters’ London Super Lawyers – Listed for corporate finance and M&A, 2014 and 2015

Of Note

  • Editor and contributor to "Private M&A", Getting the Deal Through, September 2017 and October 2018
  • Contributor to "Shareholder Activism and Engagement", Getting the Deal Through, January 2016, 2017 and 2018
  • Co-Author, “Underwriting Practice and Procedure”, Chapter 8, European Securities Law, 2ed., Oxford University Press, March 2014
  • Co-Author, “Acquisitions and Disposals by Listed Companies”, ICSA Solutions, Institute of Chartered Secretaries and Administrators, October 2013
  • Co-Author, “The Listing, Prospectus, Disclosure and Transparency Rules”, Chapter 5, Financial Markets and Exchanges Law, 2ed., Oxford University Press, November 2012
  • Editor and Principal Contributor, “A Practical Guide to the UK Listing Regime”, 1ed. and 2ed., Institute of Chartered Secretaries and Administrators, May 2008 and July 2011
  • Author of various chapters in Tolley's Company Law, contributor of articles to Practical Law and a number of industry journals and regular speaker on a wide range of U.K. and European corporate finance topics

Professional History

  • Partner, Davis Polk, 2013-present
  • Partner, Herbert Smith Freehills, 2006-2013
  • Associate, Herbert Smith Freehills, 1998-2006

Bar Admissions

  • England and Wales

Education

  • LL.B. (Hons.), European Law, University of Warwick, 1995

Languages

  • French
  • Spanish