Partners at SNR Denton, the 1,140-lawyer global firm created by the 2010 merger of Sonnenschein Nath & Rosenthal and British firm Denton Wilde Sapte, will officially vote later this month on a three-way merger with European firm Salans and Canadian firm Fraser Milner Casgrain (FMC).
While the possibility of a tie-up between SNR Denton and Salans has been the subject of reports in the British legal press for the past several months, SNR Denton global CEO Elliott Portnoy and global chairman Joseph Andrew told The Am Law Daily from Paris late Wednesday that the two firms have now included FMC in a proposed combination that will be presented to the partnerships of all three firms next week. If approved, the merger will go live in the first quarter of 2013.
Portnoy, a Rhodes Scholar who assumed the top leadership post at Sonnenschein in 2006 only four years after joining the firm from Arent Fox, has previously been featured in The American Lawyer for his focus on lateral hiring to bolster the profile of the SNR Denton predecessor firm. The most recent Am Law 100 data shows that SNR Denton saw its gross revenues increase 4.4 percent to $474.5 million last year, while profits per partner rose nearly 7 percent to $880,000.
Portnoy and Andrew—who joined Sonnenschein in 2004 after heading the global public affairs group at Cadwalader, Wickersham & Taft and chairing the Democratic National Committee from 1999 to 2001—note that the management of all three firms have already unanimously approved the deal. The two SNR Denton leaders say they believe the proposed three-way merger will create a "polycentric" global brand distinct from that of any other firm currently residing in The Am Law 100.
"This is the first major merger between firms with a substantial presence in the United States and Canada," says Andrew, who is married to former Am Law 100 partner Anne Slaughter Andrew, the current U.S. ambassador to Costa Rica. "It also creates the world’s largest energy practice and makes us the seventh-largest firm in the world [by attorney head count]."
By merging, SNR Denton, Salans, and FMC will create a firm with more than 2,500 lawyers and offices throughout Asia, Canada, Europe, the Middle East, and the U.S. The combined entity—to be organized, as SNR Denton already is, under the increasingly popular Swiss verein structure that allows the legacy firms to keep their profit pools separate—will be known as Dentons.
Andrew and Portnoy say branding and advertising advisers recommended using a single-name moniker—similar to those used by international accounting and consulting firms—when crafting the new firm’s image. The idea is to leave behind the national identities that stick to many firms who pursue international mergers, according to Andrew, who noted that there would be a transitional period during which the names of the three legacy firms would continue to appear below the Dentons brand.
Portnoy says SNR Denton began talking seriously with Salans last year. No strategic legal consultants or advisers were employed in the process, says Andrew, who adds that his firm used a filtering process to "define the markets that had the best available talent with the best law firms" it wanted to approach.
“We always had a vision of what we thought that firm might look like,” Andrew says. “We believe that [Dentons] is it, and that this deal positions us differently from the competition.”
The Am Law Daily spoke Wednesday with several former partners from SNR Denton and Salans, most of whom confirmed that merger discussions between those two firms had been under way for several months. At least two former SNR Denton partners who left the Am Law 100 firm this year say that it has also held merger talks in recent months with various other firms. One ex-partner mentioned entreaties made to at least four major Texas firms: Fulbright & Jaworski, Haynes and Boone, Locke Lord, and Thompson & Knight. (Reed Smith and Thompson & Knight called off merger talks of their own last year, according to our previous reports.)
The Wall Street Journal reported in May that SNR Denton’s discussions about a full merger with the now-defunct Dewey & LeBoeuf had collapsed. The Am Law Daily reported this summer that a financial filing submitted amid Dewey’s bankruptcy case showed that SNR Denton was among several firms provided with copies of audited Dewey financial statements and had "received due diligence packages during potential merger discussions."
Former SNR Denton partners interviewed by The Am Law Daily say that after the merger talks with Dewey ended, SNR Denton turned its attention once again to Salans, a 770-lawyer firm founded by three U.S.–trained lawyers in Paris in 1978. Twenty years later, Salans was the first major law firm to complete a transatlantic merger with its 1998 acquisition of New York’s Christy & Viener.
But the merger was not a success. The collapse of Salans’s client base of Japanese banks in the early 2000s led the firm’s New York office to whither from roughly 100 lawyers to the 44 it has in the city today, according to a feature story on Salans and Paris-based rival Gide Loyrette Nouel published in The American Lawyer‘s 2011 Focus Europe supplement.
Salans’s core areas of strength are arbitration and dispute resolution, IP, real estate finance, and a strong corporate practice in Russia and Central and Eastern Europe. But the firm, which remains weak in its home market of Western Europe, shuttered its offices in Beijing and Hong Kong this year in order to focus on its sole remaining China outpost in Shanghai, according to sibling publication The Asian Lawyer.
That was before British firm Pinsent Masons raided Salans’s Shanghai office this summer, which left the latter firm with a scant presence in the city. Loeb & Loeb opened in Hong Kong last month with a partner formerly affiliated with Salans, and Locke Lord has also poached several partners from Salans in London this year in order to bolster its own new office in the city, according to sibling publication Texas Lawyer. The former cohead of Salans’s real estate and construction practice, Andrei Soukhomlinov, also left the firm’s Moscow office for K&L Gates in May.
Despite the losses, Salans saw its gross revenues increase 5 percent to roughly $287 million last year, according to British publication Legal Week, which reported last week on the possibility that SNR Denton might include a Canadian firm in its merger talks with Salans. (Another British legal paper, The Lawyer, first reported earlier this year on the merger talks between SNR Denton and Salans.)
Asked about Salans’s presence in Europe during what continue to be challenging economic times on the continent, Portnoy maintains that only five of the firm’s offices in the region are located in the Eurozone. Citing Poland’s growing economy, Portnoy also noted that Salans is the largest firm in Warsaw, and that the firm has offices in other robust markets like Baku and Istanbul.
"Salans has no presence in Greece or Italy, and only a small one in Spain, so our exposure is quite limited," says Portnoy, adding that the three-way merger with FMC will also allow SNR Denton to establish a significant presence in Canada, the U.S.’s largest trading partner.
Founded in 1839, Toronto-based FMC is the seventh-largest firm in Canada with 546 lawyers, according to Canadian legal publication Lexpert. The firm, which also has offices in Calgary, Edmonton, Montreal, Ottawa, and Vancouver, was formed in 2000 through the merger of Fraser Milner and Byers Casgrain. (Fraser Milner itself was the product of a 1998 merger between Toronto’s Fraser & Beatty and Calgary’s Milner Fenerty.)
"[FMC] has been mentioned for months as a firm interested in expanding internationally," says Jordan Furlong, an Ottawa-based law firm consultant and strategist with Edge International. "The firm is very strong in Calgary and has a large mining practice."
This summer, FMC celebrated its 100th anniversary in Calgary by sponsoring a chuckwagon at the world famous Calgary Stampede. Energy, infrastructure, and oil and gas work, a centerpiece of the Calgary legal market, have been a boon to FMC, which is known for its work representing domestic clients in the mining and energy sectors.
Last year the firm represented Montreal-based Consolidated Thompson Iron Mines on its $5 billion sale to Cliffs Natural Resources, Edmonton-based Capital Power on its $1.12 billion sale of energy units to Atlantic Power, and South Africa’s Sasol on its $1 billion sale of natural gas assets to Talisman Energy. In 2010, FMC advised Australian miner Andean Resources on its $3.4 billion sale to Vancouver-based rival Goldcorp.
FMC has also been busy advising BP in recent years, having handled the British oil giant’s $7 billion acquisition of assets in Azerbaijan, Brazil, and the Gulf Mexico from Devon Energy in 2010. After the company’s disastrous oil spill in the Gulf of Mexico that year, the firm handled BP’s $7 billion sale of various oil and gas assets to Apache and the $1.67 billion sale of its Canadian natural gas liquids business to Plains Midstream Canada. (FMC’s energy and mining expertise is mentioned in a feature story in the current issue of The American Lawyer looking at the Canadian market.)
FMC’s CEO Christopher Pinnington, who did not respond to The Am Law Daily‘s request for comment about his firm’s proposed merger with Salans and SNR Denton, told The Globe and Mail in Toronto and Canada’s Financial Post that the combination would be a "transformative" deal for the country’s globalizing legal industry.
While it is unusual for a Canadian firm to merge with a U.S. firm because of the potential loss of cross-border referral work, Furlong, who has no direct knowledge of the talks leading up to the tentative three-way merger, says FMC likely conducted a cost-benefit analysis comparing what it stands to gain by tying up with SNR Denton and Salans against its potential losses. (Positives for the Canadian firm would include stronger marketing initiatives and a global platform.)
SNR Denton’s Andrew says that unlike other Canadian firms, FMC isn’t overly reliant on client referrals, and was thus an ideal merger candidate. “Seventy of their 100 largest clients are outside Canada, and when they went outside the country, FMC wasn’t getting the work,” Andrew says.
Over the past two years, many of Canada’s largest firms have become merger happy. In late 2010, Montreal-based Ogilvy Renault agreed to be absorbed by Norton Rose, an acquisitive London-based firm that last year also merged with Macleod Dixon, a Calgary-based shop that had once held tie-up talks with SNR Denton. (A year ago this month, DLA Piper global cochair Francis Burch Jr. dismissed a report that his firm had held merger talks with FMC.)
Other merger deals announced north of the border in recent years include the combination between Lang Michener and McMillan, Miller Thomson’s merger with Saskatchewan shop Balfour Moss, Dickinson Wright’s acquisition of 25-lawyer Toronto firm Aylesworth, and British firm Clyde & Co’s merger with Canadian insurance boutique Nicholl Paskell-Mede.
Legal Week reported earlier this year that another British firm, DAC Beachcroft, had inked a two-year association agreement with Toronto insurance litigation boutique McCague Borlack ahead of a full merger between the two scheduled for 2014. Last month Canadian firm Fasken Martineau DuMoulin announced it’s own merger with South Africa’s Bell Dewar, a 76-lawyer shop based in Johannesburg, according to our previous reports.
Fasken Martineau managing partner David Corbett has spoken publicly about his firm’s confidence in expanding to Africa in search of mining industry work. Canada’s own abundance of natural resources has made the country’s native firms attractive targets for larger international suitors. Earlier this year, Lexpert noted that new Asia-Pacific legal giant King & Wood Mallesons was interested in finding a Canadian merger partner.
Edge International’s Furlong says the proposed three-way merger between FMC, Salans, and SNR Denton will likely have a galvanizing effect on Canadian firms seeking cross-border partners, particularly for firms with a presence in a major export hub like Vancouver.
Legal Week reported in September that 75 percent of Salans partners must approve the merger with SNR Denton for the deal to proceed. Should the three-way merger win partnership approval, a global board and leadership team composed of Portnoy, Andrew, Pinnington, and Salans global managing partner Darius Oleszczuk will head the new firm.
Portnoy will serve as global CEO of Dentons, Oleszczuk will head the firm’s European arm, Pinnington will oversee the Canadian unit, and Andrew will continue as global chair of the combined firm. Salans global board chair Francois Chateau and FMC national partnership board presiding member William Jenkins will serve as global vice-chairs for Dentons, and SNR Denton’s U.S. CEO Peter Wolfson and United Kingdom, Middle East, and Africa CEO Matthew Jones will head the combined firms’ respective regional operations.
In September, SNR Denton broadened its alliance network in Africa by inking an association agreement with Cape Town–based energy boutique KapdiTwala, according to Legal Week. The firm has similar alliance relationships with firms in roughly 20 cities throughout Africa.
Additional reporting by Julie Triedman.