What legal issues are involved when insurance giants merge?
The Aon and Willis merger will create one of the world's largest brokerages. Why were so many law firms hired, and what issues did they address?
By now, you’ve seen the news that insurance powerhouses Aon plc and Willis Towers Watson (WTW) plan to merge, creating a company with an expected combined $80 billion value. The deal involved a host of advisors, primarily law firms.
Why were so many law firms hired, and what issues did they address?
The following is a recap of the firms and the aspects of the deal each one advised its clients on. Even though your company may not approach the size of either Aon or WTW, the issues involved in the merger are common to most transactions.
And given the widespread consolidation in the insurance industry, you should be prepared to consider them for your business, large or small.
Antitrust matters abound
Freshfields Bruckhaus Deringer, Latham & Watkins, and Arthur Cox are advising Aon while Weil Gotshal & Manges, Skadden Arps Slate Meagher & Flom and Matheson represent Willis Towers Watson.
The Freshfields team is led by London-based M&A partner Julian Long, antitrust partner Martin McElwee, employment partner Andrew Murphy and finance regulation partner James Smethurst.
Latham & Watkins is acting for the company with a corporate team led by Orange County and New York partner Charles Ruck, Chicago partner Bradley Faris, with further assistance from Orange County partner Daniel Rees.
The firm is also advising on antitrust matters with Washington, D.C., partners Marc Williamson and Michael Egge, as well as Brussels partners Lars Kjolbye and Hector Armengod leading the team.
Meanwhile, Skadden also advised WTW on antitrust and regulatory matters in New York, according to a person close to the matter.
Taxes and compensation
On tax matters, Latham called on London partner Sean Finn, Washington D.C., partner Nicholas DeNovio, and Los Angeles partner Laurence Stein. The firm also deployed U.S.-based teams to advise on intellectual property, securities, benefits and compensation, finance, compliance and export control matters.
Aon provides risk, retirement and health solutions. It employs 50,000 across 120 countries. Willis Towers Watson designs and delivers solutions to manage risk and benefits. It has 45,000 employees and serves clients in more than 140 countries, according to a statement.
The announcement comes a year after Aon issued a statement stating that it did not intend to pursue a business combination with Willis Towers Watson.
Irish firm Arthur Cox also advised Aon, with a Dublin-based team headed by corporate partners Cian McCourt, Brian O’Gorman, Stephen Hegarty, and was supported by tax partners Ailish Finnerty and Fintan Clancy.
On the other side, Weil Gotshal fielded a team advising Willis Towers led by New York M&A partners Michael J. Aiello, Matthew Gilroy, and Amanda Fenster, as well as London M&A partner David Avery-Gee. The team was also supported by Washington, D.C., tax partners Joseph M. Pari and Devon Bodoh, as well as New York-based executive compensation and benefits partners Paul Wessel and Amy Rubin.
According to a statement, Matheson advised Willis Towers Watson on the merger.
Even though your merger may not approach $80 billion, you will likely need legal advice on similar matters.
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