As some of you have noticed, we have an article in today’s New York Times, in the DealBook Special Section. It’s about fee arrangements in the (highly lucrative) context of mergers-and-acquisitions work. Here’s a teaser:
For some firms, billable hours are just the beginning. As the boom rolled on, law firms specializing in mergers and acquisitions increasingly engaged in premium billing, charging fees in excess of their total hourly billings. Think of it as a tip for good work. Whether a client pays a premium depends upon its satisfaction with the result, the size and complexity of the transaction, and the nature and length of the attorney-client relationship.
But since the credit market began to tighten this summer, an event that brought new deals to a crawl and has upset several old ones, many lawyers have been wondering whether the premium party is over…
And here’s one of the more juicy portions:
One firm, though, has moved beyond billable hours to the flat fee preferred by bankers: Wachtell, Lipton. A former Wachtell lawyer described a typical bill as follows: “There’s a paragraph stating something like, ‘For legal services rendered in connection with Transaction X,’ then a dot leader, then a number followed by six zeros.” He said he worked on some deals where Wachtell was paid more than the bankers.
Wachtell charged a flat fee when it advised the Bancroft family, which controlled Dow Jones & Company, during the $5 billion bid by Rupert Murdoch’s News Corporation For its work on the deal, Wachtell first submitted a bill for $10 million.
We should have written about this earlier — in fact, weeks earlier, since it has been up since early August. But sometimes things fall through the cracks, emails get caught in our spam filter, etc. Anyway, better late than never.
From a helpful reader:
check out this blog. it’s sort of a one trick pony, but its good for a laugh and is pretty out there. as a wlrk alum, figured you would get a kick out of it. thanks.
We agree — it’s funny and bizarre. From the inaugural post of The Poison Pill:
This blog is devoted to our hero and idol, corporate law phenom Martin Lipton. Mr. Lipton, name partner in the prestigious and venerable firm Wachtell Lipton Rosen & Katz, has been practicing law since the mid-1960′s after he graduated from NYU law school, and is considered by most in the industry to be the “dean” of the M&A bar. This legendary advocate is most famous in legal circles for inventing the “poison pill,” a takeover defense now used by virtually all public companies to delay and deter hostile tender offers and other solicited acquisitions.
That’s right, you heard me–not only is Mr. Lipton a skilled and accomplished lawyer, he is an inventor as well. We also hear that he is a marvelous ballroom dancer, but have yet to receive confirmation on this point.
People in the offices of both Dewey Ballantine and LeBoeuf Lamb have been gossiping about a possible merger between their firms.
Here’s some circumstantial evidence in support of the rumors. If you go to Whois.Net and enter the domain name DeweyLeBoeuf.com, you get this info:
We have a call and an email in to Michael Groll. We’ll let you know if and when we hear back from him. Update: Might this be a practical joke, as one commenter suggests? Quite possibly. That’s why we’ve reached out to Mr. Groll for comment. Further Update (4:45 PM): No, this is the real deal. About an hour after our post went up, the WSJ Law Blog chimed in with this write-up: “LeBoeuf Lamb and Dewey Ballantine are in merger talks, with an announcement of a deal expected as early as Monday, according to people familiar with the situation.” Further Further Update (8/25/07): The New York Times has an article on the merger talks here.
More discussion, plus links, after the jump.
The latest Biglaw combination brings together more “L”s than you can shake a stick at. From the Texas Lawyer:
Locke Liddell & Sapp, based in Houston and Dallas, and Chicago-based Lord, Bissell & Brook have agreed to merge, and will form a 700-lawyer firm named Locke Lord Bissell & Liddell.
Hmm, that’s a mouthful — the marketing people might want to rethink things. The alliteration and internal rhyme make the firm name far too “busy.” Correction: Based on the comments, it appears that we’re wrong about the internal rhyme. But we still think the new firm name is unwieldy.
Some reactions to more substantive aspects of the deal, after the jump.
Here’s some news about an unusual move at our former employer, Wachtell Lipton Rosen & Katz (at right: founding partner Marty Lipton).
From the American Lawyer (via the WSJ Law Blog):
After losing two partners in recent months, Wachtell Lipton has quietly hired Michael Segal, the former cohead of executive compensation and benefits at Paul, Weiss, Rifkind, Wharton & Garrison, who will start on Monday.
The move is an unusual one for Wachtell, which has rarely sought out lateral partners. In the firm’s 42-year history, just two other partners have lateraled into the firm. In 1997 antitrust partner Ilene Knable Gotts joined from Foley & Lardner. And in 1977, tax specialist Peter Canellos (now of counsel) joined as a partner from Cravath, Swaine & Moore.
Some random observations:
1. After the recent losses of executive comp partners Adam Chinn (to an investment banking boutique) and Michael Katzke (to a career in social work — good for him), the firm had to make a high-profile hire in this niche. It’s a specialized area that is critical to WLRK’s flagship M&A practice.
2. For many years, Wachtell’s general policy against lateral hiring extended to associates as well. But they’ve been taking on lateral associates with increasing frequency in recent years. So if you’re working at another firm, but like the idea of a 100 percent bonus, send in your résumé.
3. Antitrust queen Ilene Knable Gotts, one of the two lateral partners mentioned above, is a diva with a capital “D.” And she works insane hours, even by Wachtell standards (as do her associates).
* Filet-O-Fish creator never got a dime off his religion-inspired fish sandwich, yet remains grateful for all he did achieve. That is the spirit of Lent (which starts tomorrow!). [Cincinnati Enquirer]
* No one disses Nike. [The Guardian]
* Inventor of the Electric Slide says Teri Hatcher is doing it all wrong. [MSN Technology via Sivacracy.net]
* Flasher invokes the “These pants always do that” affirmative defense… [IndyStar.com]
* …while Peeping Tom sticks with the less creative “What? This is the women’s bathroom?” defense. [The Milwaukee Channel]
* EMI and Warner Music — on again! [The Daily News]
* Another high-profile discrimination case, but this time in the world of haute cuisine. Daniel Boulud’s defense? He’s an immigrant himself — we bet the whole “Freedom Fries” anti-French sentiment really hurt. [New York Times]
* A gentleman should not be required to excuse himself for European civility. [AP via Lowering the Bar]
* I have never smoked pot. As long as people dating me or coming to my stand-up gigs are high, the banter will undoubtedly seem witty and the jokes uproarious, and I’d rather be lucid enough to savor such fleeting moments. [TalkLeft]
* My mom once gave me cash to use on an SAT-prep course. I secretly used it on a Gucci dress. But I still got into my first choice college and had 75 hours of free time to, like, hang out at the mall. There’s an analogy in there somewhere. [Denver Post via Mirror of Justice]
* Families blame MySpace for enabling teenage irrationality, sexual perversion and poor parenting. They long for the days they could just plunk their kids in front of the TV without consequence. [Associated Press]
* So you think MTV doesn’t respect its audience? Well, it has just acquired RateMyProfessors, so I guess it’s assuming someone in that demographic actually cares about school and their future and stuff. [TaxProf Blog]
After we posted the press release recognizing the Sullivan & Cromwell and Kaye Scholer lawyers who worked on the recent Onex / Kodak Health Group transaction, one of you pointed out:
Respectfully, you missed the lede in the Kodak post. Read Exhibit C to the Charney Complaint (PDF) re: Kodak’s complaints regarding fees and overstaffing. Then look at the attorney list for Kodak and compare the slim list for the other side.
S&C put out its major league press, earning how much in fees??? I’ll leave it to you to parse the Exhibit C memo. Have at it!
Point well-taken. The announcement mentions just five Kaye Scholer lawyers, versus almost thirty S&C lawyers, who worked on the deal.
In fairness to Sullivan, the Kaye Scholer part of the announcement names only partners, not associates (presumably omitted from the list). But it is true that a staggering number of S&C lawyers worked on this transaction — some 28 lawyers, about a third of them partners, from six different countries. Basically, everybody and their cousin-in-law worked on this deal.
Not surprisingly, Kodak squealed about the bill. For your reference, here’s Exhibit C to the Charney Complaint:
Partner Stephen Kotran notes that griping about the bill is “par for the course” for Kodak.
But Kodak might be wondering: Is overstaffing “par for the course” for Sullivan & Cromwell?
(Okay, that last line was gratuitously snarky. For all we know, Kodak was just delighted with the quality and cost of S&C’s legal representation. Heck, maybe we’ll drop Kodak a line and see if they have any comment. We’ll keep you posted.) Earlier: Prior ATL coverage of Charney v. Sullivan & Cromwell (scroll down)
Our eyes glaze over when we see, in The American Lawyer or over at NYLawyer.com, those laundry lists of lawyers who worked on various transactions. Usually we don’t bother reading them.
But several of you drew our attention to this interesting announcement:
Ed. note: The Asia Chronicles column is authored by Kinney Recruiting. Kinney has made more placements of U.S. associates, counsels and partners in Asia than any other recruiting firm in each of the past six years. You can reach them by email: email@example.com.
We currently have a very exciting and rare type of in-house opening in China at one of the world’s leading internet and social media companies. Our client is looking for an IP Transactional / TMT / Licensing attorney with 2 to 6 years experience. The new hire will be based in Shenzhen or Shanghai. Mandarin is not required (deal documentation will be in English) but is preferred. A solid reason to be in China and a commitment to that market is required of course. This new hire will likely be US qualified (but could also be qualified in UK or other jurisdictions) and with experience and training at a top law firm’s IP transactional / TMT practice and could be currently at a law firm or in-house. Qualified candidates currently Asia based, Europe based or US based will be considered. The new hire’s supervisors in this technology transactions in-house team are very well regarded US trained IP transactional lawyers, with substantial experience at Silicon Valley firms. The culture and atmosphere in this in-house group and the company in general is entrepreneurial, team oriented, and the work is cutting edge, even for a cutting edge industry. The upside of being in an important strategic in-house position in this fast growing and world leading internet company is of the “sky is the limit” variety. Its a very exciting place to be in China for a rising IP transactional lawyer in our opinion, for many reasons beyond the basic info we can share here in this ad / post. This is a special A+ opportunity.
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