Editorial: Mergers & Acquisitions in Texas

01 May 2007

Baker Botts LLP stands out, with six partners included. The firm is consistently ranked nationally among the top in the US for M&A. The team advises clients across the spectrum, from small transactions to international business combinations worth over $55 billion. David Kirkland is chair of the firm’s corporate practice, and one of five Houston partners selected. An “outstanding individual with a great following”, he has recently represented Hydril Company in a $2.1 billion acquisition by Tenaris, Schlumberger in a $2.4 billion acquisition of a 30 per cent joint venture interest in WesternGeco from Baker Hughes Incorporated and CenterPoint Energy in a $3.6 billion sale and goingprivate transaction involving Texas Genco Holdings. Joel Swanson is said to be a “very fine lawyer”. Our sources complimented his securities and M&A work, but also nominated him to appear in the capital markets chapter. In this category he stood out for his energy-related work: he represented Dynegy in its proposed merger with Enron Corp and subsequent purchase of Northern Natural Gas Company; and Valero Energy Corporation in the purchase of the Benecia refinery from Exxon. Stephen Massad is recognised as a leader across three fields. On the M&A side, he has represented Lyondell Chemical Company in multiple acquisitions, as well as energy clients such as Reliant Energy and Mesa Petroleum Co. Charles Szalkowski is “one of the leading corporate lawyers in Texas”– particularly well known for his work for Weatherford Enterra oilfield services company in its merger with EVI, which was valued at more than $2.6 billion. 

Andrew Baker divides his time between the Dallas and Houston offices, and has “one of the strongest practices around”. He has worked on a range of high-profile transactions in recent years for clients such as Halliburton, Electronic Data Systems, Lennox International and Dr Pepper/Seven-Up. From the Dallas office, we recognise the “fantastically skilled” Neel Lemon, who is currently representing ACS in a proposed $8 billion LBO transaction by a private equity consortium, a deal which is not yet completed, as well as ACS’s $445 million acquisition of HRO business from Mellon and its $100 million acquisition of Ascom. 

Vinson & Elkins LLP advised clients on mergers, acquisitions and divestitures collectively involving more than $90 billion in 2005. Five of its lawyers drew considerable praise. Michael Wortley, the administrative partner of the firm’s Dallas office, was described as “one of the top people in the area”. Particularly well known for his representation of private equity funds in this area, he also gains recognition for his work on behalf of independent oil and gas companies involved in mergers and acquisitions. He is “definitely deserving of a place on this list”, according to one competitor. Scott Wulfe is said to be “outstanding” and “first-rate” for both public and private M&A work across a range of industries, including energy, airlines, manufacturing and financial services. Mark Kelly is a “terrific lawyer”, fêted for his securities expertise; and Jeffrey Chapman – from the Dallas office – signed or closed eight M&A transactions in 2006 with an average value of $500 million. These included the representation of publicly held EXCO Resources in its $1.6 billion acquisition of the natural gas assets of Anadarko, as well as a $1.1 billion acquisition of the natural gas business of Progress Energy for the same client, and further work for Horizon Health Corporation, Republic Group and Metasolv Software in recent sales. Alan Bogdanow, also in the Dallas office, is “an experienced and intelligent corporate lawyer”, recognised for his representation of a publicly owned subsidiary in a $1.1 billion split-off from its parent company. 

Weil Gotshal & Manges LLP stands alongside V&E with five nominees, all based in Dallas. Managing partner of the office, Glenn West is an “exceptional corporate lawyer”. His twinned expertise in private equity and M&A has led to instructions in public and private acquisition and corporate finance transactions for HM Capital Partners, American Airlines, Greyhound Lines and Blockbuster among others. Scott Cohen is “quite excellent” and has led acquisition and financing transactions for Thermadyne Holdings Corporation, Dr Pepper/Seven-Up and Inet Technologies in recent years. Michael Saslaw (“very, very good”) was praised by contacts across a range of industries including media, real estate and retail. Saslaw can count Citigroup, General Electric and General Motors among his clients. Mary Korby’s domestic and cross-border practices were much admired, as was her list of clients. She has represented, among others, American Airlines in its acquisition of TWA; Enron in its $3 billion disposition of its online energy trading business; and Millennium Chemicals in its $3.6 billion stock-for-stock disposition to Lyondell Chemicals. Completing the Weil Gotshal contingent is the “highly impressive” Jay Tabor. He has also represented American Airlines in its airline industry acquisition transactions, as well as Wal-Mart Stores in its acquisition of Supermercados Amigo and a number of private equity funds in acquisition and investment transactions. 

Three other firms have earned multiple representations in this chapter. Andrews Kurth LLP stakes its claim via Robert Jewell and Michael O’Leary in Houston. Jewell appears in three chapters and is a “giant of Texan corporate law”; and O’Leary is “tremendously talented”– and particularly well known for his representation of energy and oilfield service companies. 

Fulbright & Jaworski LLP also has two nominees flying the flag for its team in Houston. Randel Young appears in three chapters, courtesy of his profile in domestic and cross-border merger, and acquisition and divestitures, especially in the fields of energy and natural resources. His colleague Charles Still was picked out for his representation of special committees and audit committees of boards of directors in M&A matters, and for his work as an arbitrator in disputed M&A matters. Robert Gray, co-practice leader of the corporate and securities department at Mayer Brown Rowe & Maw LLP, was highly regarded by our sources. Formerly of Fulbright & Jaworski, he has represented a range of public and private companies as well as funds, and “knows the market inside out”. His colleague Marc Folladori appears in both this chapter and among the leading corporate governance experts in the state, and is well known for his work on behalf of investment partnerships in funding and takeover activities. Our international sources spoke highly of his advice to foreign companies doing business in the US. 

Michael Dillard heads Akin Gump Strauss Hauer & Feld LLP’s corporate practice in Houston, and in the course of his career has been involved in M&A transactions valued in excess of $75 billion, including eight multibillion-dollar transactions. Particularly well known for his work in the energy industry, he is seen as a “definite [for] inclusion in any list of the best”. Edgar Marston at Bracewell & Giuliani LLP is thought to be a “great M&A guy”, with more than 40 years experience, especially in the oil and gas sector. At Haynes and Boone LLP, co-founder Michael Boone is “one of the premier M&A lawyers around”. In recent years he has represented ClubCorp in its acquisition by KSL Capital Partners and Affordable Residential Communities in its acquisition of NLASCO. The recommendations he received from our sources earned him one of the top spots in the research. 

Similarly well regarded is “one of the deans of Texan M&A”, Byron Egan at Jackson Walker LLP in Dallas. A vice-chair of the negotiated acquisitions committee of the American Bar Association, he is also well known for his scholarly contributions. Finally, Bryan Goolsby, chairman of Locke Lord Bissell & Liddell LLP, is a “major player” who is also said to be an “authority on real estate investment trust matters”.

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