Sullivan and Amarchand acted for Apollo, while Jones Day advised Cooper, according to a Cooper press release yesterday.
Amarchand Delhi managing partner Shardul Shroff led the team for Apollo, of which he is also an independent board of director member, according to the American Lawyer. The Sullivan team is led from London by M&A partners Scott Miller and Jay Clayton, finance partner Presley Warner and EU competition partner Juan Rodriguez.
Jones Day’s team was led by Clevaland M&A partners Lyle Ganske and Peter Izanec, and included a number of other partners from Cleveland and New York, according to a press release from the firm.
Cooper Tyre’s general counsel is Sullivan Cromwell alumnus Stephen Zamansky, according to the American Lawyer, which also added that US law firm Winston & Strawn had lobbied for Cooper Tire last year for $80,000 in fees, to improve the “business climate” for the firm.
BofA Merrill Lynch served as financial advisor, alongside Morgan Stanley and Deutsche Bank. Apollo’s share price plummeted 17 per cent upon the news. The deal, meant to offset weaker demand for automobiles in India and Europe, follows Apollo’s sale of its South African subsidiary to Sumitomo Rubber Industries for $60m.
The Indian company will issue debt to pay a 43 per cent premium in buying the US company, which is around twice its size. [Mint / Bloomberg]
Photo by psyberartist
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Conflict??
@ Janu - the requirment is not to hold any office of profit. Being an independent director is not an office of profit as you dont receive any remuneration other than sitting fees. As a matter of fact, independent directorr positions are mostly held by lawyers.
Cheers
Yusss.. Zeus. Who cares??
What does this have to do with the deal?
The definition of 'Independent Director' as per Listing Agreement is:
For the purpose of the sub-clause (ii), the expression ‘independent director’ shall mean a non-executive director of the company who:
a. apart from receiving director’s remuneration, does not have any material pecuniary relationships or transactions with the company, ...........
b. is not related to promoters or ..............
c. has not been an executive of the company ............
d. is not a partner or an executive or was not partner or an executive during the preceding three years, of any of the following:
i) the statutory audit firm or the internal audit firm that is associated with the company, and
ii) the legal firm(s) and consulting firm(s) that have a material association with the company.
Only difference is that I am a better lawyer than you.
Read the text that you have so nicely underlined. The answer lies there. If you are not able to spot it - well, I am always around.
Cheers
P.S. - Take a look at JJ Irani Committee Report for guidance on "materiality" threshold. Rest later
It is apparent how good a lawyer you are. With your kind of interpretation, God help your clients.
Anyways thanks for only seeing the text that I had highlighted. Please review the following as well:
d. is not a partner or an executive or was not partner or an executive during the preceding three years, of any of the following:
i) ]the statutory audit firm or the internal audit firm that is associated with the company, and
ii) the legal firm(s) and consulting firm(s) that have a material association with the company.
While the term materiality may not be explicitly defined under the Listing Agreement, I feel that the fee that Amarchand would have charged Apollo would certainly fall in that category.
@Kian - My earlier comment on the matter was not uploaded.
In fact, I am here to help you as well.
Let us dwell deeper. You say - "I feel that the fee that Amarchand would have charged Apollo would certainly fall in that category".
So, according to you the fee charged by Amarchand is material for Amarachand or Apollo?
Better still, even if lets say Amarchand charged 2 crores for this deal - is it material for Amarchand or Apollo or YOU? What do you think is the turnover of Amarchand or aggregate legal fees that Apollo paid last year.
Think about it before jumping to respond - something I felt in your earlier response.
As I said, I am here to help. Keep the conversation rolling. I am sure a lot of lawyers (like you) are going to be benefitted.
Did you check out JJ Irani report on Corporate Governance about materiality guidance? My guess is no, given the naivette of your response.
Regards,
Mitthu
Kian. Please follow up.
Best Regards,
This is what happens when quantity is preferred over quality work and major chunk of the work is handed over to inexperienced juniors!
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