Mergers and Acquisitions

Justice RBG rocking her doily.

* As soon as Mary Schapiro announced she was stepping down as chairwoman of the SEC, Obama nominated another woman to take her place. Congrats to SEC Commissioner Elisse Walter! [WSJ Law Blog]

* In other breaking news that no one will care about now that bonus season is upon us, Justice Ruth Bader Ginsburg swapped out her neck doily for a blingy necklace from Glamour. [Josh Blackman's Blog]

* You know what the ancient Romans would’ve hated more than watching the fall of the Roman empire? The Citizens United decision. Cato, Cicero, and Julius Caesar wouldn’t have been impressed with this. [Slate]

* Why go to law school if you’re already doing well financially? Perhaps you’re just another prestige hunter. If you are, then all the better for you, because that seems to be what all of the law schools are selling these days. [Inside the Law School Scam]

* Don’t cry for Argentina: they may be in the middle of a billion-dollar bond dispute, but the uber-prestigious lawyers on either side of the case (Boies; Olson) are enough to make you forget about their troubles. [Reuters]

* A Biglaw attorney from Alston & Bird with a rare sleep disorder confronts Big Pharma and… doesn’t win. At least not yet. But on the bright side, she’s not sleeping for 18 hours anymore. [The Last Word on Nothing]

* We’re honored to announce that Above the Law was named as one of the ten law blogs in the ABA Journal’s inaugural Blawg 100 Hall of Fame. Please click here if you’d like to help us win again this year. [ABA Journal]

* After the jump, Bloomberg Law’s Lee Pacchia speaks with Bill Lawlor, a Dechert partner, who claims “hope springs eternal for M&A attorneys.” Will the mergers and acquisitions market begin to boom once again?

double red triangle arrows Continue reading “Non-Sequiturs: 11.26.12″

Ed. note: Happy Thanksgiving! We will resume our normal publication schedule on Monday, November 26. We hope you have a wonderful holiday, and we thank you for your readership.

* We’ve discussed this trend before, and it continues: administrations of the LSAT plunge further, reaching their lowest level since 1999. [Economix / New York Times]

* We’ve discussed this trend before, and it continues: judges are still offering unpaid clerkships (even though the days of law firm deferrals are behind us). [Salon]

* We’ve discussed this trend before, and it continues: law schools sometimes discriminate against conservatives, as jurors from the Teresa Wagner trial told Iowa’s leading newspaper. [Des Moines Register]

* Are you mooching off of someone else’s wireless internet? If so, consider yourself warned. [WSJ Law Blog]

* Are you a lover of Twinkies? If so, consider yourself warned (although it’s possible that a buyer might snap up the Twinkies brand). [DealBook / New York Times]

* Seven Am Law 200 firms are saying YES to work on a billion-dollar deal. [Am Law Daily]

* “[L]awyers aren’t trained as accountants,” but Gibson Dunn, Freshfields, Drinker Biddle, and Skadden may have some splainin’ to do when it comes to Hewlett-Packard’s M&A blowout with Autonomy. [WSJ Law Blog]

* Looks like it’s time for some holiday musical chairs: Dorsey & Whitney’s managing partner Marianne Short will be leaving the firm at year’s end to join UnitedHealth as its chief legal officer. [Twin Cities Business]

* The court-ordered mediation between Hostess and the bakers’ union broke down last night. If Judge Drain approves the company’s liquidation plan, the Twinkie may disappear from whence it came. [Reuters]

* Remember the students from Texas Southern who sued because their contracts prof allegedly “curve[d] them out of the class”? Yeah, that got dismissed faster than you can say R2K §90. [National Law Journal]

* You shall not pass — or use Lord of the Rings characters in online gambling games! J.R.R. Tolkien’s estate is suing Warner Brothers for $80M over improper licensing of the late author’s characters. [Bloomberg]

* Please don’t tickle me, Elmo. One week after an accuser recanted his allegations against puppeteer Kevin Clash, another one filed suit over an underage sexual relationship. [Media Decoder / New York Times]

* There’s nothing like some man-on-man sexual harassment to get you going in the morning. Sparks Steak House paid $600K to settle charges lodged by 22 male servers over an eight year period. [Corporate Counsel]

* Seems like this pulchritudinous plaintiff’s contract case is still kicking, and Emel Dilek testified that sleeping with the boss was “absolutely not” one of her roles during her time at Mercedes-Benz. [New York Post]

* Lululemon and Calvin Klein have settled their patent spat over elastic waistbands on yoga pants. Here’s hoping the Canadian yoga-wear company turned this lemon of a lawsuit into lemonade. [Businessweek]

* What do divorcées do in their spare time? They go to Florida’s $350M courthouse to spray paint it with broken hearts and notes for the judge who presided over their proceedings. [Riptide 2.0 / Miami New Times]

‘What is this? A law school for ants?’

* According to a CNN poll, 67 percent of people who watched the debate thought Mitt Romney won, while only 25 percent thought Barack Obama won. Well, either way you slice it, there was definitely one loser: poor old Jim Lehrer. [CNN]

* If Barack Obama could’ve had his way, he would’ve put Osama bin Laden on trial to display American due process and the rule of law. We suppose that now he’ll just have to take credit for being the man who ordered the kill shot. [WSJ Law Blog]

* A handful of Biglaw firms advised on the T-Mobile and MetroPCS merger, but Telecommunications Law Professionals, a boutique firm, showed up to prove it could hang with the big boys. [DealBook / New York Times]

* From boutique to Biglaw? Joseph Bachelder, an executive compensation expert, shuttered his 10-lawyer firm in favor of joining McCarter & English as special counsel in New York. [Thomson Reuters News & Insight]

* Remember Ellen Pao, the former Cravath associate who sued Kleiner Perkins for sex discrimination? She now claims that the VC firm fired her. Of course, like everything else, KPCB denies it. [Bits / New York Times]

* A J.D. isn’t a hoax, but if law schools keep admitting huge classes, the degree will become one. The dean of UC Hastings Law thinks law schools should’ve reduced their class sizes a long time ago. [Huffington Post]

He’s going to Disney World? No, not this veteran M&A lawyer….

Let’s say you graduated from a leading college, summa cum laude, and from an elite law school, also summa. You began your legal career as a transactional lawyer at one white-shoe law firm, where you made partner. You left that firm for investment banking, where you encountered significant success. Then you returned to the legal world, first as an M&A partner at one top firm, then at another. At your final firm, you served as global co-chair of the firm’s renowned mergers and acquisitions group, working on some of the biggest deals around the world.

Then, in your 70s, you decide to leave your firm and also the legal world. Where would you go next?

double red triangle arrows Continue reading “Musical Chairs: A Prominent Deal Lawyer’s Unusual Move”

So you like being an M&A (mergers and acquisitions) lawyer. Wonder if M&A work is different in-house compared to private practice? It’s just slightly different. Like maybe about 90% slightly different.

If you’re an M&A lawyer at a firm, your main responsibilities on a deal will be to draft the purchase agreement and other documents, actually review all of the due diligence on the company to be acquired, advise on and negotiate various legal issues, and keep track of everything that needs to be signed, filed, and otherwise happen from a legal standpoint to “close the deal.” The other primary value that outside M&A counsel provide is to inform on what’s standard and market in M&A deals and arrangements. This all sounds like a lot. And it is.

But because the tasks required of outside counsel are pretty much “pure legal” items, they’re a fraction of the amount of work that needs to be done by the in-house M&A attorney, who gets to manage all of the above, plus much of the non- or pseudo-legal stuff that the rest of the company actually cares about…

double red triangle arrows Continue reading “Moonlighting: The Marvelous Mania of In-House M&A”

I’ve recently heard two seemingly related thoughts: (1) lawyers’ legal skills deteriorate when they go in-house and (2) this makes it harder to move back to a law firm.

I doubt that the difficulty in moving from an in-house job to a law firm (if that difficulty exists at all) has anything to do with one’s skills having deteriorated. Although one headhunter recently told me that it’s hard to go back to a firm after you cross the in-house Rubicon, he insisted that was because most in-house lawyers won’t naturally bring a book of business to the firm that hires them. (I stuck the qualifier “most” in there intentionally. Some in-house lawyers move to a firm, bring the corporation’s legal work with them, and do quite well. But that’s not the typical situation.) It’s no surprise that lawyers who bring clients with them find jobs more easily than lawyers who do not. In-house lawyers often can’t guarantee that business will travel with them, so it’s possible that in-house lawyers are less attractive candidates for firms.

But that’s not my main point today. I also don’t agree that moving in-house automatically causes a lawyer’s skills to deteriorate. How going in-house will affect your skills depends on the nature of your in-house position, how your corporation works, and what skills you’re thinking about . . .

double red triangle arrows Continue reading “Inside Straight: Does Going In-House Ruin Your Skills?”

Morton Pierce

This just in: superstar M&A lawyer Morton A. Pierce is leaving Dewey & LeBoeuf, the beleaguered Biglaw behemoth. This news should not shock anyone; rumors of Pierce’s possible departure have been making the rounds for weeks now.

So where is Morton Pierce going?

As we’ve been doing when covering this breaking story, we’ve added multiple UPDATES, after the jump.

double red triangle arrows Continue reading “Dewey Still Have the $6 Million Man? Nope: Mort Pierce Is Out the Door (Plus Other Partner Departures)”

Hotter than a real poison pill.

* I know you don’t want to be evil, but I don’t think “privacy” means what you think it means. Google users have filed a class action suit against the company in New York over its new complete and utter lack of privacy policy. [Bloomberg]

* So you made some anti-war comments, touched Dick Cheney, got arrested, claimed your First Amendment rights were violated, and your case made it all the way to SCOTUS. Greatest accomplishment? Not getting shot by Cheney. [Huffington Post]

* Whoa, whoa, whoa. You mean to tell me that Wachtell’s name partner, Martin Lipton, the man who created the “poison pill,” supports staggered boards? Consider my mind blown. [DealBook / New York Times]

* M&A maven Dennis Block and real estate rock star Jeffrey Feil each donated $1M to their alma mater, Brooklyn Law School. See, you don’t need to go to a T14 school to make bank. [National Law Journal]

* Protip: not even Dov Charney’s world-renowned creepiness can save you from an arbitration agreement. A former employee’s $260M sex slave suit has been tossed out of court. [New York Daily News]

Sidney Spies

* Justice Ruth Bader Ginsburg thinks Roe v. Wade was a mistimed ruling, saying things would be different today if the court had been more “restrained.” Well, wire hanger sales would be up, that’s for sure. [CBS News]

* Bait and switch of the day: personal injury firms are enticing plaintiffs to sue with promises of free iPads, but they may never see them. Blame England for this one. At least it’s not happening in America… yet. [Daily Mail]

* Netflix is settling its nationwide video privacy lawsuit for $9M. It’s embarrassing enough that you know you watched the Twilight saga so many times. Netflix doesn’t need to keep your shame on record. [paidContent]

* Remember Sidney Spies, the sexy First Amendment freedom fighter? Her final yearbook photo submission was rejected, and now her family wants to file a complaint — because nobody’s gonna tell their daughter that she can’t look like a skank. [ABC News]

* Roger Aaron, one of Skadden’s most prominent mergers-and-acquisitions partners, RIP. [WSJ Law Blog]

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