Current legal developments in European private M&A

Adam Green

Adam Green heads the firm’s Mergers & Acquisitions practice and also chairs the firm’s Corporate & Transactions group. Adam’s work focuses primarily on the purchase and sale of companies and business divisions, joint ventures, majority and minority investments, and corporate advice generally. Adam works regularly with media and technology clients, and frequently represents foreign clients in Swedish matters as well as Swedish clients in transactions with an international element. Adam is actively engaged in training the firm’s M&A lawyers and is a regular lecturer at Stockholm University, Handelshögskolan (the Stockholm School of Economics) and Domstolsakademin (Academy of Swedish judges). Adam is ranked as a leading Swedish M&A lawyer in Chambers, IFLR 1000, Legal 500, Who’s Who Legal, and Expert Guide’s World’s Leading M&A Lawyers.

Forrest Alogna

Gabriella Covino

Gabriella Covino specialises in private M&A, corporate and commercial law and joint ventures. She advises domestic and multinational companies in significant acquisition transactions with a focus on drafting and negotiating joint ventures agreements, shareholders’ agreements and commercial agreements.

She is the Co-Head of Restructuring Department of the Firm.

Gabriella graduated in Law maxima cum laude from the University LUISS “Guido Carli” of Rome. She also holds a Business Law Degree from U.C.L.A. and an M.J.C. from New York University School of Law.

Gabriella joined the firm in 1995 and in 2004 was made partner; in addition she has worked as an international associate at a US firm in Paris after having worked for several years at the Rome office of a leading US law firm. She has also cooperated with IRI – Istituto per la Ricostruzione Industriale S.p.A. in connection with major privatizations.

She is a member of the Italian Bar as well as the New York State Bar.

She is Senior Vice-Chair of the Corporate Governance Subcommittee of the M&A Committee of the International Bar Association (IBA).

In 2012 Gabriella received the award “Professional of the Year” at the Top Legal Awards “for having managed complex and multifaceted cases, of great strategic importance for the market”. She speaks Italian and English.

Sally Wokes

Sally advises on a broad range of corporate and commercial transactions. Her practice mainly consists of acting for corporate clients on domestic and international transactions (including private acquisitions and disposals, public takeovers and joint ventures) and general advisory matters.

Highlights include advising:

Walmart on the proposed sale of a majority stake in Asda to a consortium comprising the Issa brothers and TDR Capital for an enterprise value of £6.8 billion;

William Hill on its proposed takeover by Caesars Entertainment. The transaction values William Hill at approximately £2.9 billion;

IAG (the holding company for BA and other airlines) on its proposed rights issue to raise up to €2.75 billion;

INEOS on its proposed acquisition of BP’s Global petrochemicals business for $5 billion

GlaxoSmithKline on its major three-part inter-conditional transaction with Novartis (in particular, on its global consumer healthcare joint venture);

Songbird Estates on its takeover by Qatar Investment Authority and Brookfield Property Partners. The transaction valued Songbird Estates at approximately £2.6 billion;

Autonomy on its takeover by Hewlett Packard. The transaction valued Autonomy at approximately £7.09 billion.

Sally is recognised as a Next Generation Partner for M&A: Upper Mid-Market and Premium Deals: £500m+ in Legal 500.

Hans-Jörg Ziegenhain

Hans Ziegenhain has specialised in advising listed companies, family businesses and private equity clients on corporate and M&A matters.

His M&A projects in recent years for listed companies include: the acquisition of ISS Inc. by Deutsche Börse AG (2020), the sale of the Flender group by Siemens to Carlyle (2020), the acquisition of Axioma Inc. by Deutsche Börse AG and General Atlantic (2019), the sale of the Graphite Electrode Business of SGL Carbon to Showa Denko, Tokyo (2016), the sale of trans-o-flex Group by Österreichische Post AG (2016), the merger of Coca-Cola Enterprises with Coca-Cola Iberian Partners, S.A. and Coca-Cola Erfrischungsgetränke AG (2015), the acquisition of Erdgas­versorgungsgesellschaft to Thüringen-Sachsen from E.ON by First State Investments (2014), the disposition of the Audiology Group from Siemens to EQT (2014), the sale of Siemens' 50% stake in Bosch-Siemens Hausgeräte (BSH) to Bosch (2014), TenneT's joint venture with Copenhagen Infrastructure Partners regarding the DolWin 3 offshore network connection (2014), the sale of Open Grid Europe (gas transmission grid) by E.ON to a Macquarie led consortium (2012), and the staggered sale of TUI’s stake in Hapag-Lloyd including the Hapag-Lloyd IPO (2012-15).

In advising family businesses, Hansi most recently advised the family shareholders of Renolit SE and RKW SE in connection with the demerger of the group amongst their shareholders (2019), the Hymer family in connection with the sale of Erwin Hymer Group to Thor Industries (2018), Stahlgruber Otto Gruber AG in connection with the sale of Stahlgruber GmbH to LKQ (2017), EQT in connection with the acquisition of a 20 % stake in Otto Bock HealthCare GmbH (2017), the Schön family in connection with Carlyle's acquisition of a minority stake in Schön Kliniken Group (2016), Knorr-Bremse AG in connection with the public takeover of Vossloh (2015), on the Knorr-Bremse IPO (2018), as well as the acquisition of R.H. Sheppard Co., Inc. by Knorr-Bremse (2020).

Apart from the advice of strategic corporate and family businesses, Hansi also advises private equity investors. In recent years, he has advised numerous private equity clients in connection with so-called "dual tracks" (parallel Trade Sale and IPO). Private equity transactions in which he has assisted include: the acquisition by EQT of a minority stake in SHL Medical group (2020), the sale of a minority stake in the Wittur Group to PSP Investments (2019), the sale of CBR Group by EQT to Alteri Investors (2018), the sale of SAG Group by EQT to SPIE S.A. (2016), the sale of FTE Automotive Group by Bain Capital to Valeo (2016), the sale of Armacell by Charterhouse to Blackstone (2015), the sale of Douglas by Advent International to CVC Capital Partners (2015), the sale of Flint Group by CVC Capital Partners to Goldman Sachs and Koch Industries (2014), the acquisition of Erdgas­versorgungs­gesellschaft Thüringen-Sachsen by First State Investments from E.ON (2014), the acquisition of ista Deutschland GmbH from Charterhouse by CVC Capital Partners (2013), the sale of ista group from CVC Capital Partners to CK Infrastructure (CKI) (2017), the sale of Springer Science+Business Media by EQT to BC Partners (2013) and the acquisition of FTE Automotive Group from PAI Partners to Bain Capital (2013).

Since 2007, Hansi has held a teaching position for "Mergers and Acquisitions" at the Ludwig Maximilian University (LMU) of Munich, and in 2014, he was awarded an honorary professorship by LMU. Hansi is a member of the International Bar Association (Corporate and M&A Law Committee). In addition, he gives lectures on Mergers and Acquisitions and Private Equity in Germany and abroad and also gives guest lectures at the University of Michigan.

Hansi is nominated by "Who's Who Legal" in Germany as the "Most Regarded M&A Lawyer 2019" and globally the "M&A Lawyer of the year 2020". Since 2013, Chambers has ranked him in the First Tier of leading German lawyers both for Corporate/M&A High End Capability and for Private Equity.