The first week of 2013 has produced two notable transactions involving companies that specialize in serving the needs of Am Law 200 firms.
Technology shop Gunderson Dettmer Stough Villeneuve Franklin & Hachigian is representing Jules Kroll’s K2 Intelligence on its acquisition of Thacher Associates, while Magic Circle firms Allen & Overy and Slaughter and May have grabbed lead advisory roles on Thomson Reuters’s purchase of the Practical Law Company (PLC).
The move by Thomson Reuters to buy PLC, a leading provider of transactional intelligence and analysis to large firms, is the latest deal by the New York–based multimedia and financial data giant in the legal services space.
A cross-border A&O team led by corporate partners Richard Evans, Peter Harwich, and Henry Morgenbesser, antitrust partners Antonio Bavasso and Elaine Johnston, corporate incentives partner Paul McCarthy, employment partner Mark Mansell, and pensions partner Dana Burstow are advising Thomson Reuters on its acquisition of London-based PLC.
Also working on the transaction are A&O senior associates Michael Bloch, Andy Howard, and Naomi Leach, associates Stephen Beattie, Chris Best, Amy Carter, Corrina Conroy, Dominic Foulkes, Andrew Jones, Michael Maier, Tom Masterman, Desma Polydorou, and Shira Selengut, and trainees Lucy Davies, Louise Dobson, and Louise Mitchell.
Edward Friedland, a Minneapolis-based general counsel for legal at Thomson Reuters, is leading an in-house team working on the acquisition of PLC. Deirdre Stanley serves as global general counsel for Thomson Reuters, which was created after Thomson bought Reuters in a $17.2 billion media megamerger in 2007.
A&O acted for Thomson on that deal and in subsequent years has advised the combined entity, which owns the Westlaw legal research service, on its roughly $40 million purchase of legal process outsourcer Pangea3 in 2010 and the $500 million sale of a trade and risk management software business in 2011. Thomson Reuters also divested itself of consulting arm Hildebrandt Baker Robbins in 2011. (Pangea3′s departing cofounders recently spoke with sibling publication The Asian Lawyer about the future of legal outsourcing.)
That year also saw Thomson Reuters launch its own daily legal newswire and buy Asian Legal Business. The company followed those moves with its relaunch early last year of The Brief, a monthly legal publication focused on the Middle East. In 2012, Thomson Reuters turned to Dickstein Shapiro for counsel on its purchase of marketing and public relations intelligence service RedEgg.
David Binet, a former partner at top Canadian firm Torys and the COO of the private holding company that manages the assets of Canadian media magnate and Thomson Reuters chairman David Thomson, was named to the board of directors of Thomson Reuters late last year.
PLC, a company that has grown to more than 950 employees since being founded in 1990 by former Slaughter and May corporate lawyers Robert Dow and Christopher Millerchip, is now poised to become the latest bolt-on to Thomson Reuters’s growing legal product empire.
The Am Law Daily reported in 2009 on PLC’s decision to open a New York office to broaden its client base among Am Law 200 firms. At the time, we reported that 99 of the top 100 firms in the United Kingdom utilized PLC’s services, which provide practice tools and other training sessions that inform transactional lawyers on different ways to structure deals and how to work most efficiently when retained by corporate clients.
Slaughter and May corporate partner Charles Randall is leading a team from the firm advising PLC on its proposed sale to Thomson Reuters, a transaction that is expected to close in the first quarter of this year, pending regulatory approval. Terms of the sale were not disclosed and lawyers involved on the deal either declined or did not respond to requests for comment on how much Thomson Reuters is paying to acquire PLC, whose U.S. arm is staffed with an array of former Am Law 200 attorneys. (PLC’s advisory board is a murderers’ row of prominent U.S. lawyers.)
In the second major legal services-related deal announced this week, a spokeswoman for K2 Intelligence says that the New York–based investigative and risk analytics firm has turned to Gunderson for counsel on its acquisition of corporate intelligence shop Thacher Associates. Robert Gunderson Jr., a founding partner of the firm who is also advising Current TV this week on its sale to Pan-Arab news channel Al Jazeera, confirmed his firm’s role advising K2.
David Sharrow, a Gunderson partner and the head of the firm’s technology group in New York, is listed in federal trademark records as a representative for K2. He did not return a request for comment about K2′s proposed purchase of New York–based Thacher Associates.
K2 is headed by the father-and-son detective duo of Jules Kroll and Jeremy Kroll. The elder Kroll, an attorney whose career of corporate investigative efforts was profiled in The New Yorker in 2009, founded K2 that same year—a year after he left the risk consulting firm he founded and sold to Marsh & McLennan for $1.9 billion in 2004. Wachtell, Lipton, Rosen & Katz subsequently advised Marsh & McLennan on its sale of Kroll Inc. to risk consulting and information services company Altegrity for $1.13 billion in 2010.
K2 teamed up with data analytics provider Palantir Technologies last October to expand its services in the legal technology market, according to sibling publication Law Technology News. (Palo Alto, California–based Palantir, which once received $2 million from the Central Intelligence Agency’s venture capital arm, made headlines two years ago when it was caught up in an email hacking scandal involving so-called hacktivist group Anonymous, Hunton & Williams, the U.S. Chamber of Commerce, and two other technology companies.)
In breaking the story about K2′s purchase of Thacher Associates late Wednesday, The New York Times‘s DealBook noted that K2 has grown to 120 employees as government regulators and large companies are increasingly turning to independent bodies to monitor businesses and other entities dealing with accusations of wrongdoing.
Ten years ago, a wave of corporate scandals proved to be a boon to private investigative shops like Kroll that work hand-in-hand with Am Law 200 firms to conduct internal probes and issue reports, according to a report at the time by sibling publication the New York Law Journal.
If the recent spate of settlements by large banks and other regulatory actions are any indication, that cycle appears to be repeating itself, as last year Pepper Hamilton bolstered its own investigative expertise by acquiring the consulting and law firms run by former FBI director Louis Freeh.
Thomas “Toby” Thacher II—a former assistant district attorney in Manhattan who served as inspector general of the New York City School Construction Authority—serves as president and CEO of Thacher Associates, which he founded in 1996.
Thacher, who did not respond to a request for comment about the sale of New York–based Thacher Associates, told the Times that joining up with K2 will allow his firm to expand its investigative services on a national scale.
Patterson Belknap Webb & Tyler corporate counsel Andrew Beame in New York is advising Thacher Associates on its sale to K2. Other top executives at the target company include COO Joseph DeLuca and Edwin Stier, a former federal and state prosecutor in New Jersey who merged his Garden State investigative shop with Thacher Associates in 2007. Neither returned requests for comment about the deal with K2.
Testimonials from a plethora of current and former Am Law 200 partners adorn the websites of both Thacher Associates and PLC, which tout their respective expertise aiding attorneys in both the litigation and transactional realms.
The deals come on the heels of what has been a busy past few years for transactions in a rapidly consolidating legal services sector.
One of those transactions saw Wilson Sonsini Goodrich & Rosati advise the parent company of legal newswire Law360 last year on its sale to LexisNexis, the chief rival of Thomas Reuters’s Westlaw and a unit of London–based publishing giant Reed Elsevier Group, which was advised on the deal by Simpson Thacher & Bartlett.
LexisNexis, which this week acquired Seattle–based information technology company Knowledge Mosaic, was reportedly for sale around this time last year, with Bloomberg said to be a likely buyer. While no such deal has materialized to date, LexisNexis parent Reed Elsevier has nonetheless been keeping its outside lawyers at Morgan, Lewis & Bockius busy in recent months. The firm advised the company on its $25 million fire sale of Hollywood trade publication Variety last October to Penske Media (advised by Jeffer Mangels Butler & Mitchell).
As for Bloomberg, the company turned to longtime legal adviser Willkie Farr & Gallagher in August 2011 for counsel on its $990 million acquisition of The Bureau of National Affairs, a privately owned provider of legal and business information.
Bloomberg subsequently picked up SCOTUSBlog, a website founded by appellate litigator Tom Goldstein dedicated to coverage of the U.S. Supreme Court, as well as 20 lawyers from Willkie, including new chief legal officer Richard DeScherer, a longtime confidant of company namesake and current New York City Mayor Michael Bloomberg.