How Morgan Stanley Alumnus Michael Zaoui Made an M&A Comeback

迈克尔·佐伊14岁时写信给巴黎音乐学院，问他是否可以报名参加音乐学校的管弦乐队指挥培训。“他们告诉我我太老了，”现在是伦敦南岸艺术中心（Southbank Centre arts complex）总监的佐伊回忆道。相反，他将自己的才华运用到了欧洲一些最大的并购deals他在摩根士丹利（Morgan Stanley）工作了很长一段时间，最近在Zaoui&Co.工作，这是他和弟弟Yoel一起经营的咨询公司。

Zaoui, 56, has excellent timing. He resigned as vice chairman of Morgan Stanley’s institutional securities group in mid-2008, on the eve of the financial crisis. Early last year he and Yoel, who had enjoyed a similarly successful career as an M&A partner at Goldman Sachs & Co. before leaving in 2012, launched their addition to a growing band of advisory boutiques that also includes New York’s LionTree Advisors and London-based Ondra Partners.

Between jobs Zaoui took up directorships with European companies such as International Power, now a division of Paris-based GDF Suez. He also kept his hand in M&A advisory: In 2010 he represented French cement maker Lafarge on the sale of its 17 percent stake in Portugal’s CIMPOR to São Paulo–based Votorantim Group for some Brazilian cement assets. Otherwise, Zaoui bided his time. “I wanted to be properly set up for the rebound in activity, but the M&A market was at a standstill, so I waited,” he explains.

Zaoui&Co.在伦敦豪华的梅菲尔区（Mayfair district）经营业务，这是一个谨慎的金融飞地，有很多人居住在这里对冲基金以及咨询精品店。Dealogic的数据显示，今年1月至5月中旬，该公司在欧洲并购交易中排名第15，曾为7宗交易提供咨询，总价值近670亿美元。

Soon after they opened, the Zaoui brothers counseled the Bettencourt family, which controls L’Oréal Group, on a €29.6 billion ($40.6 billion) buyback of 8 percent of the French cosmetics company from Swiss food giant Nestlé. This April, Zaoui advised Lafarge on its pending €40.6 billion tie-up with rival Holcim of Switzerland; a week later his firm was representing GlaxoSmithKline on a $23 billion asset swap with fellow European drugmaker Novartis. Each mandate came from longtime relationships: “M&A is a people business, so it is normal for clients to follow their long-standing, trusted advisers,” Zaoui says. Domenico De Sole, chairman of U.S. clothier Tom Ford International and former president and CEO of Gucci Group, first worked with Zaoui on Gucci’s 1999 defence against a $10.5 billion takeover attempt by French luxury goods giant LVMH Moët Hennessy. “He was always available, totally committed, supremely intelligent and also great fun,” De Sole says.

扎乌伊出生于摩洛哥，十几岁时移居意大利，然后移居法国，他的律师父亲在那里为联合国工作。在巴黎政治学院获得政治学文凭和索邦大学法学硕士学位后，他于1979年加入罗斯柴尔德公司财务部，并在投资银行工作了三年。随后，佐伊在哈佛大学获得工商管理硕士学位，并在纽约咨询公司Mac Group（现为凯捷）工作。1986年，他听说摩根士丹利正在招人。“我很快就进入了交易的高潮，我喜欢它，”他谈到自己在那里的第一份工作时说，那是一名合伙人。“我很幸运，在美国大规模并购浪潮的第一站开始时就加入了。”

Zaoui learned a lesson when helping negotiate the $657 million sale of U.S. cosmetics maker Elizabeth Arden to New York–based Fabergé in 1987. “The partner insisted on getting a letter of financing commitment from Drexel Burnham Lambert,” he says, referring to the now-defunct investment bank. “It turned out to be a smart move, as the October market crash came and without that letter the deal would not have closed.”

In 1990, Zaoui was promoted to managing director and dispatched to London as a founding member of a ten-strong team of bankers tasked with establishing Morgan Stanley’s European M&A operation. Named co-head of European M&A in 1996 and chairman of the division in 2004, he faced his brother in a series of megadeals as Goldman and Morgan Stanley battled for supremacy. This sibling rivalry peaked in 2006, when Yoel advised Rotterdam, Netherlands–headquartered Mittal Steel Co. on its €26.9 billion hostile takeover of Luxembourg-based competitor Arcelor, which Michael represented. To maintain client confidentiality during the yearlong fight, they communicated only on personal matters and often through their mother.

United, the two make a formidable pair. As of earlier this month boutique firms like Zaoui & Co. had figured in 57 percent of the year’s announced European并购deals, versus 21 percent in 2013: “The M&A market is back, and independent advisers will play a significant role,” Zaoui says. • •