European corporate deal of the year
Herbert Smith Freehills CIS
Herbert Smith Freehillls wins for its work on a fiendishly complicated corporate rescue that also required serious litigation expertise. Since 2014 the Russian Central Bank has been getting tough on the Russian banking sector, resulting in a series of high-profile bail-outs of previously privately-held institutions. When Vozrozhdenie Bank came into the regulator’s sightlines, Bonum Capital stepped in to make sure that the acquisition of the bank happened before it was bailed out or fell into insolvency. That involved clearing out Russian and English freezing orders, obtaining Russian regulatory consents, and on-selling the shares on to the ultimate bidder, VTB.
One of the complexities was that all transaction documents for the first stage in the process were governed by English law, when all transaction documents for the second were under Russian law and had to mirror each other despite the differing governing laws, and the fact that English law legal instruments used in the first-stage documents have not been tested in Russian courts or do not have analogues in Russian law. The Herbert Smith Freehillls team had to employ innovative solutions to accommodate this structure.
The transaction outcome is that another crisis situation in the Russian banking sector was averted. The judges were wowed by this ‘complex and important deal’, citing ‘impressive cross-border and multidisciplinary teamwork and strongly innovative elements’.
Highly commended: Lenz & Staehelin
Lenz & Staehelin’s work on the long-running $18bn hostile takeover involving Sika AG, Saint-Gobain and the Burkard family – the longest and fiercest battle in Swiss corporate history – was commended by the judges for its ‘complexity that required legal skill and determination to get it over the line’.
Lenz & Staehelin
Skadden and Renault S.A.S (Legal)