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February 15, 2011 3:39 PM

NYSE Work If You Can Get It: Seven Firms on Exchange Merger

Posted by Brian Baxter

NYSE Euronext, the operator of the New York Stock Exchange, and Germany's Deutsche Börse formally announced their $10 billion all-stock merger on Tuesday. And the fee engines of seven law firms already have started on a deal expected to close before the end of 2011.

Writing for The Wall Street Journal's Deal Journal last week, retired Skadden, Arps, Slate, Meagher & Flom M&A partner Ronald Barusch noted the expected regulatory hurdles will likely have legions of lawyers billing around the clock in different jurisdictions in order to ensure the transaction receives the necessary regulatory approvals. Now the full legal teams are starting to take shape.

Wachtell, Lipton, Rosen & Katz, Cleary Gottlieb Steen & Hamilton, Linklaters, and Dutch firm Stibbe landed key outside counsel roles on the deal, as we reported last week. All four firms previously advised on the $20 billion merger in 2006 between NYSE and Amsterdam-based Euronext.

Other firms are joining the party. According to a joint statement announcing the transaction on Tuesday, Milbank, Tweed, Hadley & McCloy is working on the merger for NYSE. Milbank M&A partners Norbert Rieger and Christoph Rothenfusser, tax partners Rolf Fueger and Thomas Kleinheisterkamp, and antitrust partner Alexander Rinne are leading a team from the firm advising NYSE on German legal issues. All are in Munich. NYSE general counsel John Halvey is a former Milbank partner who became the exchange's top in-house lawyer in February 2008.

Wachtell is serving as lead legal adviser to NYSE. Corporate partners David Karp and David Lam are leading a team that includes antitrust partner David Schwartz, executive compensation and employee benefits partners Jeremy Goldstein and David Kahan, and tax partner T. Eiko Stange.

Cleary competition partners Nicholas Levy in London and Brian Byrne in Brussels are acting as European Union antitrust counsel to NYSE, while Stibbe is advising on Dutch legal aspects of the merger.

Linklaters capital markets partner Ralph Wollburg, antitrust chief Alec Burnside, M&A partners Scott Sonnenblick and Nikolaos Paschos, and managing associate Staffan Illert took the lead advising the Frankfurt-based Börse.

NYSE and the Börse also each have a long list of financial advisers in their corners, adding to the list of law firms with a piece of the deal.

Davis Polk & Wardwell corporate partner Phillip Mills and tax partner Neil Barr in New York are leading a team from the firm advising Deutsche Bank Securities, which is serving as one of the Börse's financial advisers.

Covington & Burling corporate partner J.D. Weinberg and associate Richard Kruger in New York are representing Perella Weinberg Partners, which is serving as one of NYSE's financial advisers.

Under the terms of their merger agreement, NYSE shareholders will own 40 percent of the new company, while Börse shareholders will control 60 percent. A new name for the combined exchange, which will be one of the world's largest, has not yet been announced.

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