Chemicals combination might not be deadly for Freshfields

It was refreshing to hear an honest assessment of how a lawyer feels about advising the target of a multibillion-pound takeover this week.

“These deals always bring about mixed feelings when you are acting for the target – it is great to do the deal but sad to potentially lose a longstanding client and the relationships with individuals at that client,” said Freshfields Bruckhaus Deringer corporate partner Martin Taylor after acting for ICI on its £8bn acquisition by Akzo Nobel.

His point is entirely logical. ICI is unlikely to decide on its own legal advisers in the future and Akzo instructed a strong list of advisers headed by a formidable opponent – Slaughter and May.

This must be frustrating for Freshfields, which has done a good job of muscling in on top-level ICI instructions ahead of regular advisers Allen & Overy and Mayer Brown Rowe & Maw.

But there is one silver lining. The ICI-Akzo deal is not as straightforward as other takeovers and many would argue Freshfields has as good a shot as anyone at retaining work for the new client.

Part of this is because both companies have had relatively recent changes of general counsel. Two years ago senior ICI lawyer Andy Ransom succeeded Michael Herlihy as its general counsel and Akzo hired Jan Karel van der Staay to replace the retiring Jan Eijsbouts, meaning neither have history with any particular firm.

This is accentuated by the fact that both ICI and Akzo have played around with their advisers in recent years.

Akzo in particular has used a variety of firms and is not known to be strongly allied to any specific Freshfields rival. The Dutch company used Slaughters, De Brauw Blackstone Westbroek and Sullivan & Cromwell on this transaction, but last year appointed Eversheds and Addleshaw Goddard as its advisers in the UK.

While these factors do not necessarily play into Freshfields’ hand, they do not harm the firm either. And the fact that Freshfields handled the whole transaction for ICI, while Akzo needed three separate advisers, may well have impressed people on the other side of the deal table.

It is still early days, but Taylor need not give up hope just yet.

paul.hodkinson@legalweek.com