LexisNexis acquires Sheshunoff and A.S. Pratt

logo-lexisnexisLexisNexis Legal & Professional, a  provider of content and technology solutions (and part of Reed Elsevier), together with Reed Elsevier Properties SA, has acquired the  publishing brands and businesses of Sheshunoff and A.S. Pratt from the Thompson Media Group. Financial details of the transaction are not being disclosed.

Widely known for its “how to” guides for compliance professionals, the Sheshunoff collection of publications includes more than 100 sheshunofftitles offering expert information critical for the financial services industry with a strong focus on federally regulated banking and credit union lending activities. The A.S. Pratt collection has established itself as the “gold standard” of analytical content for the banking and commercial practice areas and includes 40 industry-leading titles covering key legal and regulatory issues – including respected treatises, journals and newsletters such as the Banking Law Journal, Pratt’s LetterBrady on Bank Checks, Clark’s The Law of Secured Transactions, and others.

“Sheshunoff and A.S. Pratt are highly valued brands that have built a trusted reputation by featuring some of the country’s most respected and recognized legal authorities,” said Bob Romeo, CEO, Research & Litigation Solutions at LexisNexis. “The addition of this trusted practice area content to our portfolio, and our ability to offer them through multiple channels further cements the status of LexisNexis as a premier provider of holistic banking and compliance information and analytical content.”

Both collections will continue to be offered in print format. Additionally, LexisNexis intends to offer them through digital channels, including as eBooks and online.

Other acquisitions in the past year include Law360 legal news, Knowledge Mosaic securities content and services and Oxford University Press intellectual property titles.

USA, New York, NY

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Thomson Reuters to acquire Practical Law Company

Thomson Reuters LogoThomson Reuters is to acquire Practical Law Company, the London-based provider of practical legal know-how and workflow tools to law firms and corporate law departments. Practical Law Company has more than 750 employees, with principal operations in London and New York, and will be part of the Legal business of Thomson Reuters. The acquisition is expected to close in the first quarter of 2013.

Terms of the deal were not disclosed. The Telegraph reported senior industry sources speculating that Thomson Reuters is likely to have paid between £200m and £300m given PLC employs 750 people and generated pre-tax profits of £18.1m on revenues of £48.2m in the year ending April 2011.

Practical Law Company, with its wide range of expert-authored, up-to-date practical legal resources and software tools, is seen as a PLCpowerful complement to the Thomson Reuters portfolio of respected legal software and information products including Westlaw, which offers the broadest and most comprehensive collection of primary and analytical content for legal professionals.

Commenting on today’s announcement, James C. Smith, chief executive officer of Thomson Reuters, said, “Practical Law Company will uniquely position Thomson Reuters to deliver a comprehensive suite of compelling productivity solutions that marry world-class legal information, expert know-how resources and software tools to help in-house lawyers and outside counsel respond to client demands to work faster and smarter.”

“The combination of Practical Law Company and Thomson Reuters will create unique capabilities for a legal market segment that has seen significant changes over the past several years,” continued Mr. Smith. “Quality and effectiveness have always been key to successful law firms and corporate legal departments. Efficiency has become equally critical. Together, we’ll provide a full range of resources and tools to help our customers deliver the best advice quickly and efficiently, keep on top of regulatory and market developments, and better control costs.”

Practical Law Company’s unique resources, such as its practice notes, standard documents, checklists and What’s Market tools, reflect the experience and insight of the company’s team of expert attorney editors, many of whom have worked at the world’s leading law firms and corporate legal departments. Their practical know-how covers a wide variety of practice areas in the U.S. and the UK, such as commercial, corporate, employment, intellectual property, finance and litigation, among others.

Robert Dow, Practical Law Company chairman and co-founder, said that this collection of expert know-how, which is updated continuously to reflect changes in law and practice, is highly respected and valued in the legal marketplace. With more than 100,000 lawyers worldwide accessing their materials, Practical Law Company’s subscribers include 96 percent of the top 200 UK law firms and 86 percent of UK FTSE 100 corporate legal departments, as well as 80 percent of the AmLaw 200 firms and more than 700 corporate legal departments in the U.S.

“We share many values with Thomson Reuters, most notably a passion for innovation in the legal marketplace and for providing lawyers with the best possible resources so that they can spend more time adding value to clients and less time reinventing the wheel,” Mr. Dow said. “We also share a commitment to helping our customers evolve to meet changing demands. We are delighted to be joining Thomson Reuters, and firmly believe that together we can create an integrated solution that changes how lawyers practice.”

USA, New York, NY & UK, London

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Legal Wisdom in Technology Mergers and Acquisitions

Thomas Colmer3


It’s been said “lawyers are like rhinoceroses: thick skinned, short-sighted and always ready to charge”.

Avoid charging off into the wilderness or not seeing the wood for the trees.

Here’s an insider’s twelve point list of key pointers to make your life easier and get the outcome you deserve.

Focus on the Big Stuff

Start by using what time you have establishing: potential road blocks; workable alternative solutions; “nice but not critical” points; concessions; trade-offs; “red lines”; and “deal killers”. This helps you focus and avoid bear traps, even if more time is spent negotiating warranties and disclosure. “Follow the money”. Create options. Understand all obligations.

Front Load the Thinking

The earlier you get advice, the more use it will be. Like steering a tanker, your ability to influence the direction of a deal often reduces over time. Negotiating detailed term sheets at the outset can avoid expensive abort costs or the chances of being hijacked into unfavourable terms deep into a process (when bargaining positions may have changed) or worse.

Build on Sound Foundations

Obtaining the right sale price and terms requires early legal and tax involvement. Vendor due diligence can help identify and clean up issues. Pre-sale reorganisations may optimise risk mitigation. Deal structure often impacts upon liability and terms. Consider whether your counterparty has sufficient standing and whether a guarantee, earn out, staggered sale or escrow (holding back consideration) is appropriate.

Timing can be Everything

Time zone differences, remote completions and interrelated transactions present risks best addressed early and in writing. At each stage, “what happens if a bomb goes off?” Establish all internal or other requirements and conditions precedent early (e.g. competition/anti-trust approvals, change of control consents, credit committee sign off). Don’t underestimate the effects of “deal drag”. Budget for deals sucking up time, particularly with a business to run simultaneously.

Damn Due Diligence and Disclosure

Organising due diligence and disclosure materials (and rationally explaining issues, at the appropriate time) will reduce frustration, demonstrating credibility and professionalism and mitigating liability without “spooking” a buyer, particularly at the last minute. Electronic “virtual” data rooms with access control and audit trail are advisable. Scope your requirements to report effectively on due diligence so it is a useful tool rather than an expensive, out dated, paper-intensive disclaimer. Early sight of the size, content and order of a data room will help.

Think Before (and How) you Engage

Once past competitive tension of a beauty parade or auction, a prospective buyer looking “under the bonnet” of your business may not be as accommodating as in its initial flirtation. Carefully consider when and how to disclose (particularly sensitive) information (e.g. Intellectual Property, employees, customers). Data protection law and confidentiality considerations will be relevant. Conversely, a buyer should consider exclusivity (locking others out of the deal) and break fees (recouping a sum if the deal aborts). Make sure that unexpected legal obligations are not being incurred (e.g. financial promotions in teasers and information memoranda).

Be Organised and Prepared

Documents lists clarify requirements, assign responsibility and manage expectations. Splitting tasks can foster collaboration but decide “who holds the pen” on drafting documents in advance. Establish clear (realistic) deadlines (and the reasons for them), work-streams and a path to closure. Detailed issues lists and minutes of meetings reduce repetitive posturing and obfuscation of points. Be sure, however, that control of the agenda is not abused and accurately reflects your position.

Try Another’s Shoes

Consider sensitivity to cultural differences. Face saving may mean wasting time negotiating with people without the authority or influence to make decisions. Cutting to the chase (and cutting people out) can produce results but be wary of being bounced into meetings without representation. US buyers unfamiliar with The Code on Takeovers and Mergers in the UK need to be live to unexpected restrictions (e.g. market purchases, break fees, timing and disclosure of information).

Communication is Key

Establish your preferred means of communication and clear reporting lines to avoid “the tail wagging the dog”. Transaction process can drive terms or outcome, particularly when deal fatigue entrenches positions if left unconsidered. Consider meetings (with an agenda and chairman) instead of video-conferences and instant messenger on remote conference calls. Phone calls may achieve more than email overload. Try to control unnecessary iterations of documents or calls/meetings for their own sake. Track Changes facilitates collaborative drafting but ensure metadata is not inadvertently revealed and version control retained.

Choose the Right Law(yer)

Choice of governing law will be relevant to the selection of legal counsel but can affect the balance of power or provide arbitrage. Consider this separately from the location of a business or appropriate jurisdiction and procedure for disputes. Use deal excitement to explore real commercial drivers, objectives, timing, dynamics, personnel and sensitivities during sales pitches and test how attentive and hungry a lawyer is for your business. Honest, transparent and frank discussions on scope of work and imaginative fee proposals build mutual trust and pay dividends.

Are you Paying Attention?

Sell side lawyers often get appointed before the buy side, particularly when competitive tension is maximised. Key verbal and non-verbal deal information and nuance can be lost after initial stages. Similarly, initial interaction often sets the tone and terms. Adversarial counterparties may also easily spot and seek to exploit shortcomings.

Enjoy (All of) the Ride

Adviser relationships, feedback, patience and a sense of humo(u)r are essential. Make clear how much authority you give to your lawyer, let them know when you want them to take the lead and argue your corner. Lawyers are critical to getting an enjoyable deal done smoothly (or at all), what it looks like and, crucially, how it stands the test of time. In short, legal wisdom in Technology M&A can add value at each and every stage.

Want to know more? Please get in touch.

Thomas Colmer is a corporate finance lawyer at Osborne Clarke specialising in domestic and cross-border private and public mergers and acquisitions. You can contact him at:

T: + 44 20 7105 7276 logo-osborne-clarke.ashx
M: + 44 7887 691 541
E: thomas.colmer@osborneclarke.com
Osborne Clarke – about Thomas Colmer

© Copyright 2012. The author reserves all rights.