Mergers and Acquisitions

Attorneys who earned their JDs in 2008 and 2009 often had to settle for their second-choice practices because of the economy. With the market heating up, now is an opportune time to move to a more prestigious firm and handle more sophisticated deals. Today’s Job of the Week, brought to you by Lateral Link, presents a great opportunity for corporate M&A associates: multiple openings at one of D.C.’s most successful corporate practices.

Position: Corporate Associates

Location: Washington, D.C.

Description: Top international firm is looking to hire two junior to mid-level M&A associates. This corporate group offers immediate access to partners, lean staffing on major deals, and high-profile matters that have received significant press in recent months. Top compensation is just one of many other benefits to joining the group. Ideal candidates will have M&A, transactional, and/or securities experience with a respected firm or the government (SEC in particular). Strong academics are a must. Candidates interested in relocating are encouraged to apply.

For more information about this position, please view Position #9115 on Lateral Link; current Members may contact their personal search consultant for this or other corporate opportunities in Washington, D.C. Non-members can contact Jordan Abshire at jabshire@laterallink.com.

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Today’s Job of the Week, brought to you by Lateral Link, presents a great opportunity for a corporate associate to move to one of the premier firms on the West Coast. If you are looking for a firm with a top-notch M&A practice and a collegial work environment, then check out the opportunity below.

Position: M&A Associate

Location: Los Angeles (Century City)

Description: A California-based firm, known for its entertainment-related work, is seeking a mid-senior level associate (class years 2002 – 2006), to join their M&A practice. Candidates should have a strong general corporate and M&A background. Experience in private equity fund formation is a plus. Superior academic credentials are required.

For more information about this position, please view Position #8843 on Lateral Link; current Members may contact their personal search consultant for this or other corporate opportunities in California. Non-members can contact Ryan Belville, at rbelville@laterallink.com for more information.

Not a Lateral Link member, but want details on this or hundreds of other openings? Register for free at www.laterallink.com to work with an attorney recruiter who is an expert in your market. Click here to learn more the professional recruiters at Lateral Link.

It takes a big man to ignore a small issue.

A lawyer who lacks self-confidence feels compelled to run down every issue, make every argument, and depose every witness. After all, if you choose to make an educated guess about the importance of a tangential issue, or whether to omit a plausible (but likely losing) argument from a brief, or whether to incur the cost of deposing a just-barely-relevant witness, all may be lost. You might lose the case, and the recriminations would never stop. Better to leave no stone unturned than to leave yourself at risk of being second-guessed.

That’s one reason to hire lawyers with a little self-confidence. They’re willing to take intelligent risks where it makes sense to do so.

Which brings us to the topic of today’s post: Compliance due diligence.

If your company’s considering an acquisition, you can simply outsource the entire compliance due diligence process. Hire Big Firm, ask it to handle due diligence, and wait for the results. No muss, no fuss.

And, at the end of the day, no deal.

No deal, but lots of legal expense.

Why?

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Matthew Kluger aka Big Gay Matt

“Aww, Matt, why do you have to go around giving us a bad name?”

Ever since Matthew Kluger was charged in a massive insider trading case, involving an alleged conspiracy that spanned 17 years and generated more than $32 million in profit, the foregoing question could be asked by many groups: Cornell grads, NYU law grads, Cravath lawyers, Skadden lawyers, and Wilson Sonsini lawyers.

Tonight we can add more groups to the list: Fried Frank lawyers, and gays — specifically, gay dads.

As reported by the Wall Street Journal earlier tonight, Matt Kluger worked at yet another major law firm: Fried Frank. After he was fired by the firm in 2002, he sued, claiming that partners there discriminated against him because he’s gay — and a father of three, with parenting responsibilities.

Just when you thought this case couldn’t get any weirder, it just did. Matthew Kluger is gay. And a dad. With three kids. Thanks for sending America such a positive image of LGBT parents, Matt!

Let’s take a closer look at Kluger’s suit against Fried Frank — and additional details about Matt Kluger’s complicated personal life, gleaned from ATL tipsters….

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Matthew Kluger

There’s no contest today for Lawyer of the Day honors. The clear winner is Matthew Kluger, a former associate at three leading law firms, who has been charged in a massive insider trading case. Kluger stands accused of reaping more than $32 million in profit over the course of a 17-year conspiracy, which also allegedly involved a trader, Garrett Bauer. (Kluger and Bauer might not be as big as Raj Rajaratnam, who’s pretty hefty, but their supposed scheme is nothing to scoff at.)

The charges were filed by Paul Fishman, U.S. Attorney for New Jersey (disclosure: my former office). Fishman claims that Matt Kluger passed along insider information that eventually made its way, via an unnamed co-conspirator, to Garrett Bauer, who traded on it. According to the complaint, Kluger and Bauer invested more than $109 million in the scheme, which yielded profits of more than $32.2 million.

Where did Kluger allegedly obtain the inside information? From the three Biglaw firms where he once worked on M&A deals….

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The law firm of Wachtell Lipton is not the nation’s coolest firm, having been knocked out by Davis Polk in Above the Law March Madness. But the bonuses paid out by WLRK in 2010 were still plenty hot — about as sizzling as some DPW associates, one might say.

Should they have been even better, though? Not everyone at 51 West 52nd Street was thrilled about the 2010 payouts (even though Wachtell associate bonuses still exceed those at almost every other firm).

Let’s take a look at what WLRK doled out last year….

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Non-Sequiturs: 03.30.11

* Some people regret going to law school; Rachel Kramer Bussel regrets not finishing. But she wound up at the same delicious destination as so many JDs, namely, cupcakes. [The Gloss and Cupcakes Take the Cake]

* Speaking of law school, Professor Dan Filler asks: Despite all the gloom and doom, is now actually an ideal time to apply? [The Faculty Lounge]

* Still on the law school beat, here’s the latest proposal from the LST gang on how to improve the reporting of employment outcomes. [Law School Transparency]

It's Britney, b**ch.

* Deal flow was fabulous in the first quarter of 2011 — and the M&A boom shows no signs of letting up. [Am Law Daily]

* Sue me baby one more time? Everyone wants a piece of her. [Radar Online]

* Bad news for same-sex, bi-national married couples confronting immigration issues. [Poliglot / Metro Weekly]

* A few law firms made this list of best 401(k) plans. [Bloomberg Businessweek]

* Here’s an interesting (and free) program coming up, “JD in the New Economy: Multiple Perspectives.” [West LegalEdcenter]

New York-trained corporate associates should be feeling lucky, since they are in high demand! Transactional practices in New York (and across the country) are seeking to hire corporate associates from top NYC firms. For candidates interested in fast-tracking a move, Lateral Link currently has over 50 new transactional openings in New York, including this Job of the Week. For those looking for greener pastures, several firms on the West Coast are hiring NY-trained corporate associates as well.

Position: Junior and Mid-level M&A Associates

Location: New York, NY

Description: A top international firm (that recently jumped on the spring bonus bandwagon) is seeking to hire M&A associates with 1-5 years of experience; previous experience with blue chip companies is preferred.

Please contact Sandeep Rao directly at srao@laterallink.com for more information on this job as well as several other opportunities in New York. Sandeep, Lateral Link’s newest Director, attended law school at Columbia and most recently worked as a Corporate associate at Gibson Dunn in New York. Click here to learn more about Sandeep and the rest of the Lateral Link team.

Not a Lateral Link member, but want details on this or hundreds of other openings? Register for free at www.laterallink.com to work with an attorney recruiter who is an expert in your market.

Merger Madness.jpgAs many of you are slowly trying to shake off your St. Patrick’s Day hangovers, there comes a bit of good news from Jon Ogg on the blog 24/7 Wall Street. Exxon Mobil announced that it had received approval from the DOJ for its acquisition of XTO Energy.
Despite the pervasive perception that the Obama administration was going to be a ginormous thorn in the side of Wall Street with regard to regulation, Exxon Mobil managed to get this approved without having to answer a second request. Second requests are commonly launched by either the DOJ or FTC during proposed mergers so that the government can make certain a company will not grow to monopolize a certain industry.
So why is this good news? After the jump I will explain why this may end up being a boon to both the legal and legal technology industries. If Ogg’s predictions are any indication, a cash cow may be coming to an antitrust division of a law firm near you.

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Cravath Swaine Moore LLP logo small.JPGIndustrial gas supplier Airgas has sued its former law firm, Cravath, Swaine & Moore, alleging conflict of interest and breach of fiduciary duty. Airgas wants Cravath booted from representing an Airgas rival, Air Products, in a $5.1 billion hostile bid for Airgas.
Yesterday a Pennsylvania state court judge denied Airgas’s request for a temporary restraining order that would have sidelined Cravath in the takeover fight. But Judge Albert Sheppard said he would revisit the matter next Tuesday and decide whether Cravath should be permanently enjoined from repping Air Products.
Cravath has worked on numerous deals for Airgas over the past decade or so, as early as May 2001 and as recently as fall 2009. So Cravath should be conflicted out of representing Air Products, argues Airgas.
But it’s not that simple, according to Cravath. This may, in fact, be a bizarre love triangle….

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H Rodgin Cohen Henry Rodgin Cohen Rodge Cohen Sullivan Cromwell chairman.jpgThat’s the most shocking revelation in an interesting New York Times profile of H. Rodgin Cohen, the nation’s top banking M&A lawyer and chairman of the venerable Sullivan & Cromwell. From the NYT:

After [Cohen and his wife Barbara] had paid their [restaurant] check, they went to fetch the car, and Mr. Cohen, a Boston fan since his days at Harvard Law, glanced down at his BlackBerry to check on the Red Sox. He drives a Subaru, a humble ride for a man who earned millions last year arranging shotgun weddings for the busted firms of Wall Street, and standing next to Barbara in the darkness, Rodge Cohen, a titan of the banking bar, struggled with his automated key, initially unable to — woop woop woop — release the lock.

Unlocking car doors by remote control — where’s a good associate when you need one?
Now, in re Subarus, we have nothing against them; they are fine cars. Some of our best friends drive Subarus. One of our co-clerks — a member of the Elect, no less — drives a Subaru Forester. The judge for whom we clerked — Judge Diarmuid O’Scannlain (9th Cir.), a top feeder judge — used to drive a purple Subaru (affectionately nicknamed “Grimace” by his clerks).
But as we know from the judicial pay controversy, federal judges don’t get compensated like partners at Sullivan & Cromwell. And Cohen is no ordinary S&C partner — he’s the chairman of the firm and its top rainmaker, generating tens of millions in business every year. A Subaru is shockingly downmarket for him. We realize that true wealth doesn’t have to advertise itself, and six-figure cars are for the nouveau riche, but this still seems a tad extreme.
More to the point, why is Rodge Cohen even driving himself? Wouldn’t it be more efficient for him to have a chauffeur-driven Maybach — john quinn, holla — so he can spend every waking minute on the phone, negotiating billion-dollar bank mergers? Isn’t it a waste of the brilliant Cohen’s brain cells to have him paying attention to yield signs when he could instead be thinking about yield curves?
More tidbits from the Rodge Cohen profile, along with commentary, after the jump.

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law firm merger small.jpgEarlier this month, we mentioned that Hogan & Hartson and London-based Lovells were in “early stages of merger talks.”
Today brings the news that the firms are in “advanced talks to merge,” according to Nathan Koppel of the Wall Street Journal. But it’s not a done deal yet:

One of the biggest challenges to a Hogan/Lovells deal, lawyers say, will be marrying the firm’s contrasting styles. Hogan is considered relatively hard charging, paying partners based on how much business they bring in. Lovells take a more genteel approach, compensating partners based largely on their seniority.

UPDATE: Bruce MacEwen, who thinks that “this deal makes superb sense,” has a detailed analysis over at Adam Smith, Esq. (gavel bang: commenter).
A memo from Hogan head Warren Gorrell, plus selected comments from our prior post — we read the comments, so you don’t have to! — after the jump.

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