Deals Heat Up for Lawyers Like It’s 1998: Business of Law

By Ellen Rosen

After a day like yesterday, it’s no surprise that revenues are up at law firms with significant M&A practices.
Actavis Plc (ACT) announced that it would buy Allergan Inc. (AGN) for $66 billion, while Halliburton Co. (HAL) announced its $34.6 billion purchase of Baker Hughes.
Two deals of that magnitude haven’t been announced on the same day in 16 years, according to data compiled by Bloomberg News. That’s when energy giant Exxon Corp. agreed to buy Mobil Corp. and two European drugmakers struck the merger that created Aventis SA.
The two takeovers added to what has already been the busiest year for deal making since the record in 2007.
On the Actavis-Allergan deal, Cleary Gottlieb Steen & Hamilton LLP represented Actavis, while Latham & Watkins LLP and Wachtell Lipton Rosen & Katz represented Allergan.
Baker Botts LLP and Wachtell represented Halliburton, while Davis Polk & Wardwell LLP and Wilmer Cutler Pickering Hale & Dorr LLP represented Baker Hughes.
It was especially busy for two Wachtell partners -- Daniel Neff and David Katz -- who worked on both.
In what was certainly an understatement, Katz described the stretch as “busy.”
What helped, he said, was the ability to divide up work with
Dan Neff. The two often work together on hostile takeovers. Also helping: the Allergan deal terms were straightforward, despite “twists and turns” since Valeant and William Ackman’s Pershing Square launched a tender offer for the company in April, Katz said.

Move Quickly

“Both drafts were really ‘middle of the road,’” Katz said in an interview yesterday. “While you often see buyer-friendly or seller-friendly” agreements, both were “reasonably negotiated documents which allowed people to move more quickly.”
Katz’s view was echoed by Latham partner Cary Hyden, who said his firm, along with Wachtell and Cleary Gottlieb, placed “a priority on putting grandstanding to the side to negotiate a deal for our clients.”
From Cleary representing Actavis are partners Victor Lewkow and Paul Shim and partner-elect James Langston. Other Cleary partners included Meme Peponis, debt finance; Jeffrey Karpf, securities and capital markets; Michael Albano, employee benefits; Jason Factor, tax; and Mitchell Lowenthal and Roger Cooper, litigation. The firm is also acting as European antitrust counsel, with partners Nicholas Levy and Christopher Cook heading the team.

Latham Team

The Latham team representing Allergan was led by corporate partners Cary Hyden, Paul Tosetti and Michael Treska. Also on the deal were partners Karen Silverman and Joshua Holian, and counsel Sydney Smith, all antitrust; Jim Barrall, benefits and compensation; Christopher Norton; Glen Collyer, finance; counsel David Kuiper, intellectual property; John Manthei, counsel Betty Pang and Rebecca Brandt, regulatory; and Laurence Stein, tax.
The Latham partners leading the litigation team are Peter Wald, Blair Connelly and Michele Johnson.
Wachtell acted as co-counsel to Allergan. The Wachtell team, led by Neff and Katz, also included litigation partners Wayne Carlin, William Savitt and Bradley Wilson.
Sullivan & Cromwell LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Toronto’s Osler, Hoskin & Harcourt LLP represented Valeant, while Kirkland & Ellis LLP and Canada’s Davies Ward Phillips & Vineberg LLP represented William Ackman’s Pershing Square Capital Management LP.

Baker Botts

Baker Botts partners representing Halliburton include Kelly Rose, David Kirkland, Steve Massad, John Geddes, corporate; Sean Boland, Paul Cuomo, Tom Fina, Catriona Hatton, Georg Berrisch and special counsel Chris Cooper, antitrust/competition; Martin Toulouse, finance; Gail Stewart and special counsel Chris Pratt, employee benefits; and Don Lonczak and Richard Husseini, tax. Also involved were partners David Sterling, Danny David, Mark Miller, Jeffrey Munk, Aileen Hooks and Luke Pedersen.
Wachtell’s team, in addition to Neff and Katz, included partners Gregory Ostling, corporate, and Joseph Larson, antitrust
From Davis Polk representing Baker Hughes are partners Arthur Golden, George Bason Jr. and Michael Davis, corporate; Jeffrey Crandall and counsel Ron Aizen, executive compensation; counsel Betty Moy Huber, environmental; and Avishai Shachar, tax.
From WilmerHale representing Baker Hughes (BHI) are partners Molly Boast, Hartmut Schneider, Jim Lowe and John Ratliff.
Although Valeant has said it will not try to top the Actavis offer, Katz said there was still a chance Ackman would seek to hold a shareholder meeting that was scheduled for December. Litigators are seeking an injunction to prevent that meeting.
Additionally, Allergan is pressing ahead with a lawsuit -- now seeking an expedited appeal in the U.S. Court of Appeals for the Ninth Circuit -- in its case claiming that Valeant and Pershing Square violated federal proxy rules and committed insider trading in launching its tender offer. The trial court judge on Nov. 4 allowed Pershing Square to vote its shares but said the bid “raised serious questions” about insider trading. Valeant and Ackman have denied any wrongdoing.

Lawsuit News

Harvard Corp., UNC Officials Sued For Asian Admission Bias

Just as high school seniors are finishing up their college applications, an advocacy group has sued Harvard University and the University of North Carolina at Chapel Hill claiming race-based admissions policies violate the constitutional rights of highly qualified Asian applicants.
Students for Fair Admissions Inc., a group which said it represents unidentified college applicants rejected by both schools, alleged in lawsuits filed yesterday that the use of racial preferences illegally limited admission of Asian Americans.
Such applicants “understand that they are not competing” against “the entire applicant pool,” the group said in its filing against Harvard’s governing body, the Harvard Corp., in Boston federal court. “They are competing only against each other, and all other racial and ethnic groups are insulated from competing against high-achieving Asian Americans.”
Administrators for the University of North Carolina have also used admissions policies aimed at achieving diversity that had a detrimental effect on Asian American applicants, the group alleged in a separate suit in Greensboro federal court.
The group claimed use of race in admissions allows universities including Harvard and UNC to show preferences for particular groups, failing to meet standards set under a U.S. Supreme Court decision last year requiring schools to “implement race-neutral means to achieve student body and diversity before turning to racial classifications and preferences.”
Citing an earlier high court decision upholding affirmative action, Robert Iuliano, Harvard’s general counsel, said yesterday that the university’s admissions policies “remain fully compliant with all legal requirements and are essential to the pedagogical objectives that underlie Harvard’s educational mission.”
Rick White, associate vice chancellor for communications at UNC, said in a separate statement that the university “stands by its current undergraduate admissions policy and process.”
For more, click here.