Canadian Lawyer InHouse

SEPTEMBER 2016 36 INHOUSE W hen it comes to mega deals it doesn't get much bigger than this for the in- house M&A team at RBC. On Nov. 2, 2015, RBC announced the completion of the acquisition of Los An- geles-based City National Corporation for a total transaction value of about US$5.4 billion (approximately C$7.02 billion) in a combination cash and RBC stock deal. The acquisition had been previously signed and announced Jan. 22, 2015, subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of City National's com- mon stockholders. The acquisition of City National was the largest transaction in RBC's long his- tory and will create a powerful platform for long-term growth in the U.S., RBC's sec- ond home market. As well, the acquisition of City National was the largest transaction in the fi nancial services sector globally since the fi nancial crisis in 2007-2008. It also represented an acquisition of a U.S. bank by a foreign bank. Known as the "bank to the stars" to ce- lebrities such as Jay Leno and Keith Urban, City National is considered a leader in pri- vate and commercial banking and wealth management in the U.S., serving high-net- worth individuals and commercial clients. The transaction was a milestone in RBC's history that will be a signifi cant driver of new and future business in the U.S. The City National transaction was led by RBC's dedicated and centralized M&A Law Practice Group — a specialized function within RBC's general counsel group that is accountable for all acquisitions, divesti- tures, joint ventures and strategic invest- ments considered and entered into by RBC, its subsidiaries and business platforms on a global basis. The M&A practice has a core group of fi ve lawyers led by Anthony Pagano, chief counsel, M&A at RBC. "We have developed a roster and an ex- pertise of how we like to do transactions. Even though this was the biggest in our his- tory, we have done so many over the years we were comfortable doing it and fi nding the right balance of how we work with our exter- nal advisers," says Pagano. "The reason we wanted to do it like this, and not have it decentralized like some of the other banks, is you want consistency in approach and how you do M&A around the globe. You want to respect the cultural nuances in different jurisdictions and be true to the risk appetite in your home market," he says. "If we had the City National deal led by a U.S. group of lawyers, it wouldn't have that same consistency, so we control M&A activity around the globe through a small group of people and the decisions are all made at the top of the house so our senior executives in the core always know what we're buying or selling." With respect to the City National trans- action, the M&A Law Practice Group was responsible for the legal work and mobilized the involvement and legal support of other GCG members and external service provid- ers. In total, more than 20 GCG members were involved to provide legal support for the City National acquisition leading up to the transaction announcement on Jan. 22, RBC M&A group handles mega deal on 'bank to the stars' By Jennifer Brown Even though this was the bigge gest in our his- L to R – Anthony Pagano, Sonia Cardillo, Erin Dion, Catherine Stephen, Matthew Bassani, Hoori Chitilian, Vincent Murphy, Panagiota Dafniotis, Javier Gonzalez and David Onorato. ROBIN KUNISKI

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