At least one thing is clear from yesterday’s judgment from the Netherlands: lawyers know how to take care of their own. Judge Huub Willems’s decision to block the $21 billion sale of LaSalle, the US bank, will result in a jamboree of litigation. Bank of America’s law firms look set to sue for astronomical sums. They will take action against ABN Amro for promising that they could buy LaSalle without consulting shareholders. At the same time, BoA will pursue Royal Bank of Scotland and Sir Fred Goodwin, RBS’s chief executive, for interfering with a supposedly done deal. If there were any undisputed winners yesterday, they were law firms in New York.

For all the other parties involved in what promises to be a long, long battle for ABN Amro, Mr Willems’s sound and sensible judgment will mean many different things. For European shareholders, the Dutch court has delivered vindication. Mr Willems has essentially stood behind the right of shareholders to have a say in a transaction that will have a material impact on the future of the company: ABN Amro may have been legally right that it could sell an asset worth less than 33 per cent of the business without consulting them, but it could not sell off the whole business conditional on that deal. More to the point, it should not have tried.

For ABN Amro, this is a humiliation. Rijkman Groenink, the Dutch bank’s chief executive, looks as though he misread the law, wilfully underestimated the importance of shareholder democracy and stood, stubbornly, in the way of an auction that would have created the most value for shareholders.

Barclays, of course, was a cheerleader to the BoA-LaSalle deal and, if not sullied, is at least dented by the judgment. Now, it has to wait to see whether the RBS consortium can muster an offer – and whether shareholders have the patience to pursue the regulatory process and the appetite for litigation risk that RBS would require.

For BoA, it is frustrating. It committed itself to paying a full price on a clear understanding that the offer would not have to go before investors, only to see the deal unravel and LaSalle go back on the auction block.

RBS, of course, was given renewed hope. Approval of the LaSalle deal would have put the RBS plan in jeopardy. Not that Sir Fred is exactly in the clear. RBS and the fellow members of his consortium look set to be inundated by lawsuits, seeking billions in damages, all of which will add to the difficulties in financing the offer.

For the unfortunate employees of ABN Amro, the court has just delivered months more of uncertainty.

Footing the Boots pension bill

The trustees of the Boots pension fund could hardly have picked a more resonant moment to demand their £1 billion top-up from the bidders for Alliance Boots, Kohlberg Kravis Roberts and Stefano Pessina. Coming on the day that the Pensions Regulator says that trustees have a duty to demand upfront assets to safeguard promised pensions in the event of leveraged buyouts of sponsoring companies, the timing is perfect.

The trustees are right to negotiate hard. The new Boots will be a highly leveraged company. Even though it has extracted some sweet terms from its lending banks, the debt mountain still increases the risk of its survival as well as the prospective returns.

The trustees have to be certain that every single one of the 67,000 pension promises is met in full over the next 60 years regardless of whether Alliance Boots is around to honour them. And the scheme is not quite as solid as it appears when up-to-date longevity assumptions are put into the equation. But tactically they are playing a curious game. The £1 billion figure is a very big sum, yet they are prepared to see it paid over a number of years. To meet their fiduciary responsibilities, it seems more obvious to call for a smaller number, but all of it paid upfront.

The chilly tone of the trustees’ statement is also a gamble. Negotiations appear to have reached an impasse. KKR and Mr Pessina may now judge that there is no point in trying for an agreed deal, but will just shrug off the damage to staff relations and let the regulator decide. The legal minimum they are obliged to pay is almost certainly a lot less than £1 billion.

This is another example of the power of pension schemes to derail or at least complicate buyouts. After WH Smith and Sainsbury’s, it should come as no surprise to anyone in private equity that pensions are a sensitive issue. KKR, in its efforts to accommodate the Alliance Boots board with a series of bid increases, may have rather neglected the trustees.

Over the hedge

The swift closure of UBS’s US hedge fund, launched with much fanfare less than two years ago, speaks volumes about Zurich’s appetite for risk. Taking bets on bonds backed by mortgages was always going to be a volatile business, but a hit of just $124 million (£62 million) has proved enough for the Swiss bank to fold its hand. Such a loss has caused such fear in the bank that it has preferred to pay out $200 million in severance – nearly $1 million a head – to staff rather than hold out and hope for a pickup in the business. Its retreat sends a clear signal about what sort of bank UBS considers itself to be. While the likes of Goldman Sachs are recognised as hedge funds in all but name, UBS clearly prefers to make profits from its clients rather than its own capital. On that measure, Dillon Read Capital Management, which attracted just $1.5 billion from outside investors, was an undoubted failure. Capitulation raises a profound strategic question. With investment banking still faltering, but its client-driven wealth management division showing superior returns, is now not the time for UBS to abandon its belief in an integrated bank and break itself up? HSBC, itself a US sub-prime casualty, could surely not resist. The smoking ban looks as though it is going to become a study in the law of unintended consequences. Yesterday, British American Tobacco said that the early onset of summer could be good news for sales, because more people who are banished outdoors to smoke will go out in the sunshine for a cigarette, or two. Cigarette companies are finding themselves focused on a new demographic: the snoutcasts.

Times Recommends

• Lies and cover-up at MG Rover exposed by report
• High oil prices push manufacturing costs up
• Primark founder steps down as chief executive