“Clifford Chance Acted for Three Clients on a Single Deal Process—Is it a Problem?” —

• “On the face of it, the €14 billion transaction was a sizable if unexceptional European mega-deal. Last week, Deutsche Bahn sold off its logistical arm DB Schenker to another well-established European transport group, Danish company DSV, in an effort to reduce debts, which have reportedly climbed to as high as €34 billion.”
• “The matter reignites the long-running conversation around the risks of conflict of interest when multiple teams are deployed on the same deal, as well as questions around the information barriers law firms have in place to prevent conflicts from arising.”
• “Earlier in September, it emerged, unannounced, that Clifford Chance was advising bidding parties Saudi logistics firm Bahri—with a team including corporate partners Christian Vogel in Düsseldorf and Guy Norman in Riyadh—as well as another bidder, Abu Dhabi sovereign wealth fund ADQ.”
• “Then, a few days later, Clifford Chance announced that it had successfully advised the lenders backing the company that became the final buyer, DSV, led by partner Jim MacHale in London.”
• “It meant that, throughout the deal, including the bidding process, the firm deployed three separate teams in the bidding process. One person with knowledge of the situation pointed out that the firm had client consent and that it acted in accordance with regulations. They added such things were not uncommon.”
• “Yet while not unheard of in high stakes M&A with multiple bidding parties, several people that commented for this article said it was ‘unusual’ to have three separate teams, with some even positing that it teetered on the edge of what is ethical and what is not.”
• “Although this has become commonplace in private equity transactions in recent years, one London partner explained the nature of public M&A makes it far more complicated.’
• “‘It is becoming quite a problem in PE because [clients] all seem to want to use the one or two sponsor shops, and have persuaded themselves its all fine, and to an extent because of the private nature of the sector, it can work.”
• “‘But ‘Chinese walls’ and ethical screens can’t really work in the context of a public deal. They would have to be really creative and have gone through a number of loops to get comfortable doing this.'”
• “But, in the same way that PE houses have consolidated relationships with various ‘favourited’ firms, if you build up a strong enough relationship with banks and bluechip companies, then your clients can also essentially become open to this approach.”
• “‘If your client knows you can do the job, and that you will succeed, they will likely be willing to accept that your firm might be acting for another party on the same matter,’ another London partner said.”
• “But others argue that, so long as potential conflict is well managed, then there are ways of circumventing risk, ‘as I’m sure will have been the case at Clifford Chance,’ as one partner at a rival put it.”
• “One partner also noted that, within one firm, allocating a major transaction to a specific partner or team can also lead to competition within the partnership. ‘If you tell one partner they can’t take on the deal because someone else is already on it, then obviously you open the door to potential arguments between partners at the firm. You need a firm with a good culture to be able to navigate these issues.'”

“Lawyer Wields Blank Rome Atty Voicemail To Bolster DQ Bid” —

• “An attorney who is suing three lawyers from Blank Rome LLP and has asked a federal court to disqualify the firm’s other attorneys from representing their colleagues — alleging they contacted one of her witnesses — told the court Friday she accessed a phone message that strengthens her arguments.”
• “In a brief filed in Pennsylvania federal court, attorney Veronica Turner said she secured an audio recording and a transcript of a voicemail left by Jeffrey Rosenthal of Blank Rome, who is representing his three colleagues at the firm. Turner accused Rosenthal of improperly contacting Dr. Richard S. Goldberg, an expert witness for Turner and her husband.”
• “‘The voice mail was left on September 23, 2024, acknowledged that attorney Rosenthal was aware Dr. Goldberg was serving as an expert witness for plaintiffs, asked if there was an intention to supply Mr. Rosenthal with documents and if so when that would occur, provided Dr. Goldberg with attorney Rosenthal’s direct dial telephone number, and stated ‘feel free to call me back,” according to the filing.”
• “Earlier this week, Turner filed a motion for disqualification and sanctions that sought to have Rosenthal, Blank Rome attorney Brian Paszamant and the firm tossed from her lawsuit. Rosenthal and Paszamant are representing Blank Rome attorneys James T. Smith, Rebecca Ward and Heidi G. Crikelair.”
• “Turner, along with her husband, Kevin Turner, sued the three lawyers, as well as aircraft motor manufacturer Avco Corp. and its parent company, Textron Inc., for retaliation after she switched from corporate defense to the plaintiffs bar. She previously represented Avco’s Lycoming Engines division in “major aircraft crash litigation” from 2005 through November 2017.”