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 of corporate finance experience, he has advised extensively on the Listing, Prospectus, Disclosure and Transparency Rules, the Market Abuse Regulation and the Takeover Code and is one of a handful of law firm partners in the U.K. to be recognized as both a leading lawyer for corporate/M&A and equity capital markets.

Work Highlights

Public M&A and Capital Markets

Recent work highlights include advising:

  • Comcast on its:
    • $65 billion proposed acquisition of Twenty-First Century Fox
    • £26 billion takeover offer for Sky
  • Temenos on its £1.4 billion takeover offer for Fidessa
  • The financial advisers and sponsors to British American Tobacco on its $54.54 billion acquisition of 57.8% of Reynolds American
  • Technip on its $17 billion merger with FMC Technologies
  • The financial advisers to:
    • Anheuser-Busch InBev on its £79 billion takeover of SABMiller
    • Vantiv on its $10.4 billion takeover of Worldpay
    • Ball Corporation on its £4.3 billion takeover of Rexam
    • Vedanta on its $2.3 billion merger with Cairn India
  • Dialog Semiconductor on its:
    • $4.6 billion aborted acquisition of Atmel 
    • $5 billion proposed merger with AMS
  • Charles Taylor on its:
    • £30.6 million rights issue
    • £17.6 million placing in connection with the acquisition of Inworx
  • The financial adviser, sponsor and underwriters to Just Retirement Group on its £1.7 billion merger with Partnership Assurance Group, £150 million standby underwriting arrangement and £101.1 million placing and open offer
  • The financial advisers, sponsors and underwriters to Ladbrokes on its £2.3 billion merger with certain key businesses of Gala Coral Group and £115 million placing
Private M&A

Recent work highlights include advising:

  • Genuine Parts Company on its $2 billion acquisition of Alliance Automotive Group from Blackstone and others
  • A.P. Møller – Mærsk on its:
    • $7.45 billion disposal of Maersk Oil to Total
    • $100 million disposal of 50% shareholding in Egyptian Drilling Company to Egyptian General Petroleum Corporation
  • Natura on its €1 billion acquisition of The Body Shop from L'Oréal
  • Heineken on its €1.025 billion acquisition of Brasil Kirin from Kirin Holdings Company 
  • Mastercard on its £700 million acquisition of 92.4% stake in VocaLink Holdings
  • Tereos on its £34 million acquisition of Napier Brown from Real Good Food
  • Verisk Analytics on its: 
    • £1.85 billion acquisition of Wood Mackenzie from Hellman & Friedman and others
    • £250 million acquisition of Sequel from Hg Capital and others
  • Temenos on its €235 million acquisition of Multifonds from Summit Partners and others
  • Private equity firms including Cornell Capital, Corsair Capital, Lightyear Capital and Metalmark Capital on various investments, acquisitions and disposals

Recognition

  • Listed as a leading corporate/M&A and equity capital markets lawyer in Chambers, Legal 500 and IFLR1000
  • Chambers – 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,” 2017 and 2018
  • IFLR1000 – Singled out with clients describing him as “excellent” and another as “high quality advice, very accessible and responsive,” 2017
  • Legal 500 – Noted for “exceptional, in-depth knowledge of all elements of the UK Takeover Code,” 2016
  • Who’s Who Legal – Listed for corporate/M&A, 2018

  • Acritas Star Lawyers – Listed for corporate law and noted for “professionalism, user-friendliness,” 2017 and 2018

  • ILO Client Choice:
    • A client comment: “He is one of the brightest and most technically gifted corporate finance lawyers that I have worked with. He combines this with good commercial acumen, the ability to build excellent client relationships, strong negotiation skills and unflappability under pressure.” 2016
    • Award for M&A in the United Kingdom for excellence in client service based on client feedback, 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
  • 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 a number of industry journals and regular speaker at conferences and seminars on a wide range of U.K. and European corporate finance topic

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