Skadden Arps, Linklaters, Hughes Hubbard: Business of Law

Skadden, Arps, Slate, Meagher & Flom LLP regained the lead among mergers and acquisitions legal advisers in 2012, which had a 7.8 percent drop in deal volume.

The law firm, based in New York, ranked No. 1 last year with $294.5 billion in transactions, up from $287.4 billion reported in 2011, according to data compiled by Bloomberg. The firm participated in 13 percent of global mergers and acquisitions by market value.

London-based Linklaters LLP was second, up eight spots from 2011, with $210.3 billion in transactions for 9 percent of the market. Freshfields Bruckhaus Deringer LLP was third with $204.7 billion in transactions. Sullivan & Cromwell LLP, which ranked first in 2011, fell to fifth place.

The total volume of M&A transactions fell to $2.22 trillion in 2012 from $2.41 trillion in 2011, according to data compiled by Bloomberg. Recession fears in Europe, the cooling of developing economies such as China and uncertainty about $600 billion in automatic U.S. government spending cuts and tax increases, known as the fiscal cliff, weighed on decision makers and damped the pace of deals through much of last year.

“Simple year-over-year comparisons aren’t necessarily perfect when looking at recent M&A cycles,” Matt Herman, head of Freshfields’s U.S. corporate practice, said in an e-mail.

“For example, 2011 was influenced by a very strong first four months, carried over from a spike that woke a dormant market in August 2010. Similarly, while the general assumption was that 2012 was going to start off strong, it didn’t pan out.”

Skadden Arps worked on 241 completed and pending deals for the year including Tokyo-based Softbank Corp.’s planned purchase of a stake in Sprint Nextel Corp. and Anheuser-Busch InBev NV’s $20.1 billion purchase of half of Grupo Modelo SAB that it didn’t already own.

The law firm was in the top spot most recently in 2010.

Eight of the top 10 legal advisers are U.S. firms, and purchases of companies in the Americas accounted for roughly half the global deal volume.

The Americas accounted for $1.37 trillion in deals compared with $891.7 billion in Europe, and $531.6 billion in the Asia Pacific region, excluding Japan.

Japan accounted for $207.1 billion in deals followed by the Middle East and Africa with $85.4 billion, according to the data compiled by Bloomberg.

Weil, Gotshal & Manges LLP led in deals involving private- equity dollars. The law firm was fourth overall with $183.7 billion in transactions.

Deals

Shearman, Norton Rose Advise on ArcelorMittal Unit Stake

Shearman & Sterling LLP is advising ArcelorMittal (MT) Mines Canada Inc., which is selling a 15 percent interest in its company to a group led by China Steel Corp. (2002) and Posco for $1.1 billion. Norton Rose LLP also acted for ArcelorMittal and ArcelorMittal Mines Canada.

The Shearman & Sterling team included mergers and acquisitions partners George Casey and George Karafotias.

Norton Rose, with a team led by Dawn Whittaker and including Eric Reither, Robert Eberschlag, Janet Howard and Jeremy Grushcow, mergers and acquisitions and mining; Barry Segal, tax; Denis Gascon and Kevin Ackhurst, investment Canada, is representing ArcelorMittal in connection with the mergers and acquisitions, joint venture and off-take transactions.

A Norton Rose team led by Robert Borduas and including Mario Caron and Miguel Manzano, real property/mining; Derek Chiasson, tax; Richard Desgagnes, infrastructure; Jean Piette, environmental; Francois Cote, employment and labor; Martin Rochette, pension and benefits, assisted ArcelorMittal Mines Canada with the joint-venture transaction and a reorganization of its Quebec iron ore and infrastructure operations.

China Steel will take 3.68 percent for $270 million, Steve Lee, executive vice president at Taiwan’s biggest steelmaker, said yesterday by phone. Posco didn’t say how much it will pay.

The deal gives the group access to mines producing about 40 percent of Canada’s iron ore, according to ArcelorMittal’s website, as the cost of the raw material rises faster than steel prices. ArcelorMittal, the world’s largest steelmaker, is studying selling about 30 percent of the unit to try to reduce its debt, a person familiar with the matter said on Oct. 20.

Posco (005490) and China Steel will agree long-term iron ore off- take agreements proportionate to their interests in the venture, Kaohsiung, Taiwan-based China Steel said yesterday in a statement on its website. Other members of the group are “financial investors,” the company said without elaborating.

Kim Ji Young, a spokeswoman for Posco, the largest South Korean steelmaker, didn’t say how much the company will invest.

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Avis Embraces Car-Sharing Trend With $491 Million Zipcar Deal

Kirkland & Ellis LLP is advising Avis Budget Group Inc. (CAR), on its agreement to buy short-term rental pioneer Zipcar Inc. (ZIP) for $491 million, signaling a shift in the industry to embracing drivers who don’t want to own cars. Latham & Watkins LLP advised Zipcar.

The Kirkland team was led by mergers and acquisitions partners David Fox and Daniel Wolf and included mergers and acquisitions partner Michael Brueck.

Latham & Watkins’s Boston-based corporate team was led by partners John Chory and Philip Rossetti. Advice was also provided on tax matters by partner David Kahn in Boston; on benefits and compensation matters by partner David Della Rocca in Washington; and on antitrust matters by partner Karen Silverman in San Francisco.

With the Zipcar deal, Avis Budget becomes the latest company to pursue the fast-growing market for young, urban customers who want to rent cars by the hour, rather than owning their own vehicles. Enterprise Holdings Inc. and Hertz Global Holdings Inc. (HTZ), the two largest U.S. car-rental companies, have already rolled out offerings for such customers.

Avis Budget Chief Executive Officer Ron Nelson said he’d been “somewhat dismissive of car sharing in the past,” in a call with analysts today. He said he had a change of heart when he realized how much growth and profit potential there is in providing hourly rentals to “younger, more wired consumers” in big cities and on college campuses worldwide.

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Moves

Products Liability Partner Cruz-Alvarez Joins Hughes Hubbard

Rafael Cruz-Alvarez, a litigator who has handled tobacco litigation defense as well as other products liability defense cases, is leaving Shook, Hardy & Bacon LLP to join the Miami office of Hughes Hubbard & Reed LLP.

Cruz-Alvarez has worked on the Engle progeny smoking and health cases filed throughout the state of Florida and acted as lead counsel for Lorillard Tobacco Company and Philip Morris USA in smoking and health cases, the firm said.

He has handled other types of product liability defense cases as well, such as cases in the pharmaceutical sector including Redux/Pondimin (Fen-Phen) diet drug claims and Accutane claims, the firm said.

“I look forward to working with him closely on the Hughes Hubbard team serving Lorillard Tobacco Co. as national coordinating counsel, including the thousands of cases here in Florida,” Nicolas Swerdloff, managing partner of Hughes Hubbard’s Miami office said in a statement. “He will also add additional depth to our already strong international litigation practice in Miami.”

Hughes Hubbard has lawyers at eight offices in the U.S., Paris and Tokyo.

Goldman Sachs Equities Lawyer Joins Morgan Lewis in New York

Equity derivatives and equity sales and trading attorney Will Iwaschuk, has joined the New York office of Morgan Lewis & Bockius LLP as a partner in the investment management and securities industry practice. He was most recently Vice President and associate general counsel at Goldman Sachs & Co., covering equities and options market making and specialists businesses, and equity derivatives sales and trading businesses, the firm said.

At Goldman Sachs, Iwaschuk helped plan for and implement changes under Title VII of Dodd-Frank and the Volcker Rule globally. He also represented the company before the Securities and Exchange Commission and the Commodity Futures Trading Commission.

“Few lawyers have worked as closely with equity derivatives trading desks, particularly in the delta-one space, as Will has, or have as much experience advising on difficult Dodd-Frank derivatives and Volcker Rule issues,” Steven Stone, leader of Morgan Lewis’s investment management and securities industry practice said in a statement.

Morgan Lewis has more than 1,600 legal professionals and specialists in 24 offices across the U.S., Europe and Asia.

Insurance and Reinsurance Lawyer Joins Edwards Wildman

Edwards Wildman Palmer LLP hired Aileen Meehan as a new partner in the firm’s insurance and reinsurance department in the New York office. She was previously with Day Pitney LLP, the firm said.

Meehan focuses her practice on public and private mergers and acquisitions, stock and asset acquisitions, purchases and sales of private companies, and offerings of debt and equity securities, primarily in the insurance, retail and health-care sectors. She also counsels clients on matters related to SEC filings and corporate governance matters.

Edwards Wildman has 650 lawyers in 15 offices in the U.S., London and Asia.

Firm News

Blank Rome’s Steinman Elected New York Supreme Court Justice

Blank Rome LLP partner Leonard D. Steinman has been elected to the New York state Supreme Court for the 10th Judicial District. His 14-year term as a New York state Supreme Court Justice began Jan. 1.

Steinman was a partner in Blank Rome’s corporate litigation group. He has practiced for more than 28 years, handling high- stakes litigation in business fraud disputes, contract claims, governmental investigations, and family trust and estate disputes, the firm said.

“Len has been a valued and respected partner at the firm and we wish him great success as he embarks on his new and admirable role of serving the people of New York as a member of the judiciary,” Alan J. Hoffman, Blank Rome co-chairman and managing partner said in a statement.

To contact the reporter on this story: Elizabeth Amon in Brooklyn, New York, at eamon2@bloomberg.net

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net

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