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Buying a billion dollars worth of lock companies in a globe-spanning deal is not wildly different from closing on a house, said Wiggin & Dana’s D. Terence Jones, after his firm wound up a 30-company purchase for Swedish lockmaker Assa Abloy Aug. 30. There are a few differences, however. The checklist alone ran nearly 100 pages. The deal drew upon three main law firms based in London, Stockholm and Connecticut. In addition, since many of the companies were in South America, Europe or French-speaking Canada, speaking just one language wasn’t always enough. Jones said that building the experience to pull off a transaction this size has been part of a plan that New Haven, Conn.-based Wiggin has been implementing since 1988. Stockholm’s Assa Abloy is one of the two largest lock manufacturers in the world. Its North American division isn’t Wiggin’s first Swedish client. In 1997 the firm posted a partner in Stockholm for 18 months to aid in a $600 million divestiture for Saab-Scania. And while the universal language of the deal has been English, “most of us had another language,” and needed it, said Jones. A natural hub for the deal was London, headquarters of Williams PLC, the publicly held British company that was spinning off a portfolio of lock and door hardware companies worldwide, including makers of Yale locks and Corbin-Russwin, of Berlin, Conn. The key law firms were Mannheimer Swartling, one of Sweden’s largest firms, Allen & Overy of London, and Wiggin, in the U.S. “We divided up the world for due diligence, regulatory and closing purposes,” said Jones. “We were able to put on the deal people who had experience in managing a transaction involving many countries, many facilities and many companies.” The regulatory issue to consider in every jurisdiction was antitrust-dealing with “competition authorities” in every nation. That’s the level where additional local counsel was brought in as needed on a country-by-country basis, he said. The only packets that moved around in this deal were bursts of computer data. “We couldn’t do it without the Internet. Nothing moved by FedEx. All transactions moved at all times, to all countries, through the Internet,” Jones said. “It was air-courierless; an entirely digital process, worldwide. Toward the end, we would staff the office on a round-the-clock basis.” Jones says the firm is currently working on a third big international transaction, a $250 million deal for a client with assets in the U.S., Europe and Asia, with Connecticut as the hub. He declined to identify the client. Gearing up for international transaction work is part of a plan that the firm envisioned 12 years ago, identifying global business, intellectual property and biotech sectors. “We’ve tried to do it on the basis of a strategy, not just by chance,” he says. Jones, a business law partner, handled corporate and federal regulatory issues. His New Haven-based team included employment law partner Sherry L. Dominick, tax partner Peter Gruen and corporate law partner Peter Lefeber. Associates on the team included James J. Menna, Bruce L. McDermott and David C. Grigsby. The main lawyer on the deal for London’s Allen & Overy was Philippa Bickerton; and for Mannheimer Swartling in Stockholm, Mikael Ekdahl. Probably the most important thing in a deal of this complexity, says Jones, is having an experienced team. “That allows you to see the issues early.”

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