Editorial: Mergers & Acquisitions in California

01 August 2007

Skadden Arps Slate Meagher & Flom LLP won the ‘Who’s Who Legal M&A Law Firm of the Year’ award in 2007, and, according to Bloomberg, the firm ranked first by dollar value for both global and US mergers and acquisitions announced in 2006. Skadden led our research providing four lawyers, more than any other firm, for this chapter. Three of these are based in Los Angeles. Brian McCarthy is “outrageously talented”, and our sources spoke admiringly of his “highly impressive track record”. He is recognised for his work on behalf of companies and investment firms, and he recently represented The Walt Disney Company in its high-profile acquisition of Pixar Animation Studios, as well as Credit Suisse First Boston, financial adviser to Oracle in its acquisition of PeopleSoft. Joseph Giunta is a “major player” in this market, known for both friendly and hostile takeover work and for his representation of purchasers, sellers and financial advisers. Recent deals he has been involved with include Del Webb’s merger with Pulte and Plum and Creek Timber’s acquisition of the Timber Group assets of Georgia Pacific. Nick Saggese is co-head of Skadden’s private equity practice and known for his work relating to the entertainment industry. He represented Vulcan in the $1.6 billion sale of Dreamworks SKG to Paramount Pictures and was involved in the acquisition of Metro-Goldwyn-Mayer by Providence Equity Partners, Texas Pacific Group and DLJ Merchant Banking as part of a consortium of buyers with Sony Corporation of America and Comcast. Kenton King completes Skadden’s quartet, and leads the firm’s corporate group in the Bay Area. He is “well known as a leading figure in this field, particularly for technology clients”, and his cross-border work was commended to us in addition to his work on US deals. He has represented Yahoo! in several transactions, as well as Micron Technology, Sun Microsystems and Hewlett-Packard. Overall, “it’s no exaggeration to describe Skadden as a powerhouse in this area,” according to our sources, “they appear on the biggest deals and do some of the best work around.”

Larry Sonsini is a “legend”, “one of the top corporate lawyers in the States”, and he leads a trio of partners from Wilson Sonsini Goodrich & Rosati. The chairman of the firm, he appears in three chapters of this publication and is widely revered. His work on Hewlett-Packard’s merger with Compaq Computer is just one high-profile example of his recent accomplishments. Martin Korman leads the firm’s M&A practice and “his excellence is widely recognised”. Particularly well known for his technology clients, he has represented Palm, Altiris and Freescale Semiconductor, as well as working alongside Sonsini on HP’s merger with Compaq. Michael Ringler from the San Francisco office completes the firm’s contingent in this chapter. A “very focused and impressive individual”, Ringler was recognised for his public and private work in this sector. His recent transactions include LSI Corporation’s $5.1 billion acquisition of Agere Systems and Freescale Semiconductor’s 19 billion sale to a private equity consortium led by The Blackstone Group. 

Latham & Watkins LLP lawyers across the firm handled more than $470 billion in announced mergers and acquisitions transactions worldwide in 2006, according to Thomson Financial. One contact rated Latham “the leading acquisition firm in the state”. Christopher Kaufman is also known for his high-tech-related practice in this field, and he was commended for his “tenacious and effective” work in hostile takeovers, both for targets and unsolicited acquirers. Charles Ruck in Orange County has a “very big M&A practice” and is seen as a “prominent figure in this area”. He has worked on several multibillion-dollar deals, including the representation of Amgen in its $17.7 billion purchase of Immunex. Paul Tosetti is based in Los Angeles and served as co-head of the firm’s global M&A group for 10 years. “Always a pleasure to deal with”, in recent years he has represented URS Corporation and Hilton Hotels, as well as a number of investment and merchant banking firms.

Richard Climan is head of the M&A group at Cooley Godward Kronish LLP. Renowned as former chair of the American Bar Association’s section of business law’s committee on negotiated acquisitions, his experience of technology transactions in particular contributes to his “immense stature” in the market. Climan’s colleague Keith Flaum is similarly well regarded. He is known for his representation of IT and life science clients, and gained national recognition for his work on behalf of eBay in its acquisition of Skype Technologies. Other recent high-profile deals he has worked on include Adobe Systems’ acquisition of Macromedia and Siebel Systems’ sale to Oracle.

Diane Holt Frankle is co-chair of the M&A practice group at DLA Piper US LLP. She is known for her US and cross-border work, and our sources also highlighted her anti-takeover work on behalf of public companies. Recent deals include Maxtor’s $1.9 billion acquisition by Seagate and the acquisition of Pinnacle Systems by Avid Technologies. Like the aforementioned Richard Climan, Henry Lesser also held prestigious positions at the ABA section of business law committee on negotiated acquisitions, in his case as chair of its private equity M&A subcommittee and former co-vice chair of its international transactions task force. He has represented clients including Deutsche Bank Securities, Morgan Securities and Merrill Lynch as financial advisers in public and private M&A transactions, and is a “well-known and highly rated individual”. 

Fenwick & West LLP is regarded as an “outstanding technology M&A firm”, and the firm claims to have completed more than $100 billion worth of transactions over the last seven years. Douglas Cogen is co-chair of the practice group and has conducted over 40 acquisitions for Cisco Systems, as well as VeriSign’s $17 billion acquisition of Network Solutions and Excite’s $7.2 billion merger with @ Home Corporation. Chairman of the firm Gordon Davidson is another “high-profile” inclusion with a “proven track record”. He has acted as lead counsel on over 100 mergers and acquisitions, collectively valued at more than $50 billion, including the $13 billion acquisition of Veritas Software by Symantec. 

Jonathan Layne at Gibson Dunn & Crutcher LLP is a “first-rate M&A lawyer”, and he co-chairs the firm’s group in this area. He is joined by “one of the most well-known individuals in the state”: Andrew Bogen. A “clear leader in the field”, Bogen has represented clients such as Northrop Grumman, Boeing and Hilton Hotels in recent years. Heller Ehrman LLP has been involved in multiple transactions with companies such as Yahoo!, Cisco Systems, Microsoft and Nokia, and also sees two partners featured in this chapter. Chair of the practice group Steven Tonsfeldt has led teams in acquisitions totalling more than $70 billion, including transactions with IBM and Time Warner, among others. Timothy Hoxie is co-chair of the group and he is known for his acquisition work on behalf of Symantec in particular. Michael Kennedy of O’Melveny & Myers LLP’s San Francisco office is “most impressive” for technology, biotech and health care work, and his colleague Steve Camahort has advised on over 30 transactions with a total value in excess of $1 billion. 

Six other individuals also make the grade. Richard Capelouto of Simpson Thacher & Bartlett LLP is “as prominent as anyone on the list”. The firm has an “awesome reputation” in this area, and Capelouto recently advised Google in its high-profile acquisition of YouTube, among many other deals. 

William Kelly founded the Menlo Park office of Davis Polk & Wardwell, and his representation of technology clients in this field is “quite superb”. Among the major transactions on his CV are Oracle’s successful unsolicited offer for PeopleSoft and Yahoo!’s acquisition of Inktomi. 

Alison Ressler at Sullivan & Cromwell LLP – who also appears in the corporate governance chapter – is seen as a “first-rate transactional lawyer who knows what it takes to get deals done”. Recognised for her work on behalf of eBay in its acquisition of PayPal, her expertise in private-equity related transactions was also highlighted to researchers. She was involved in the acquisition of Freescale Semiconductor by a consortium led by The Blackstone Group, acting as counsel to Freescale’s financial adviser. Robert Adler of Munger Tolles & Olson LLP was praised for his “diverse transactional practice”. Bruce Deming of Covington & Burling LLP is known for his cross-border and domestic corporate and securities work, he has represented clients from the US, Canada, Europe and Asia. Robert Townsend completes our round-up of the lawyers on our list, giving Morrison & Foerster LLP a presence in this area. The chair of the firm’s corporate group, his national and cross-border work received praise and he is a veteran of over a hundred acquisitions, strategic alliances and financings, including Thomson’s cross-border acquisition of Technicolor from Carlton Communications for $2.1 billion.

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