David Vaughan

As a partner and group leader of the Corporate group, I am part manager, part transactional lawyer - advising on mergers and acquisitions.

Tel: +44 (0)121 214 1002

Email: david_vaughan@wragge.com

Best brains in ...

Cross-border transactions, particularly involving US corporates, auction sales and specialist due diligence assignments.

Highlight of your career so far?

Over 12 years as a partner and 22 years in all at Wragge & Co there have been many, but advising AT&T on a $1billion pan-European disposal programme in the late 90s would be one. More recently, acting for another Fortune 500 company, Automatic Data Processing, Inc on its £200 million acquisition of Kerridge Computer Company and the subsequent reorganisation of ADP's pan-European dealer services business.

Most challenging job you've ever done?

It's difficult to single out the toughest deal but my most demanding week at Wragge & Co started with a 55-hour completion meeting which, among other things, involved the negotiation of an internet peering agreement (back in the days when a lot of people didn't know what the internet was) and ended with a day-long corporate partners' conference that I was chairing. In between, I had another completion and a dinner to host. I was quite tired by Friday night!

What about outside the UK?

I have worked on many cross-border deals, but the most international transaction I have ever worked on was the sale of a pan-European IT services business headquartered in Denmark with subsidiaries in France, Germany, Italy, Spain and Norway. My client, the seller, was a US corporation. The buyer was another US corporate, but the parties selected English law as the governing law. The governing law and the jurisdiction clauses were the most complex I have ever drafted.

An example of your great client service?

Introducing clients to possible candidates for vacant in-house legal positions is something I try to do wherever possible - the most recent example is now European general counsel of a substantial US client. It creates a lot of goodwill, saves the client a recruitment agency's fee and may well result in the client recruiting a more suitable candidate.

Best example of a creative legal solution?

My first instinct is always to look for a commercial solution to a problem, rather than a legal one (if you're acting for a buyer, a price reduction is better than an indemnity!). But the governing law and jurisdiction clauses in the pan-European IT services business headquartered in Denmark, is high on my list of creative legal solutions. The clients were desperate to keep any dispute out of the Danish courts!

How do you get under the skin of a client's business?

I spend time with my clients, even if it involves travelling thousands of miles to see them. Although I work with a team, I always ensure I stay close to the detail. I see a large part of my job as filtering that detail for the points that really matter to the clients. Presenting that advice in a way that makes it easy for them to reach the right decisions and, when appropriate, helping them make those decisions.

What's your single greatest contribution to Wragge & Co's corporate responsibility?

I am a trustee of The Severn Trent Charitable Trust and chairman of Auriga Services Limited, the company that administers its activities. I also cycle to work. It's good exercise and beats sitting in traffic jams!

What's been written or said about you that you're most proud of?

Ron Workman, Vice President, Corporate Development, ADP Dealer Services said the following of my work on a substantial acquisition:

'On behalf of the ADP team and myself, I would like to reiterate our thanks and gratitude to you and your people for all the diligent, hard work produced to successfully execute this opportunity. I truly feel your approach and demeanour towards both ADP and the da Vinci folks displayed a level of professionalism and maturity which I have rarely experienced with an outside firm. You have an outstanding team. Without a doubt, I believe this deal would not have executed as smoothly without your experience and guidance. Also, you have a unique creativity which I rarely find outside of my in-house partners. I would highly recommend you and your people to assist in another ADP venture at any time, any where and with any organization.'