That’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.

Earlier 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.

The general public really doesn’t understand what top-flight counsel does for their corporate clients. If they did, the pitchforks and torches crowd would be as angry at Wall Street lawyers as they are at Wall Street bankers.

Friday’s “revelation” about the advice given to Bank of America by Wachtell Lipton illustrates the point. Am Law Daily reports:

Amid the piles and piles of formerly privileged documents related to the Bank of America-Merrill Lynch merger, there are a few notes and e-mails from mid-December 2008 showing that BofA’s lawyers at Wachtell, Lipton, Rosen & Katz were saying very different things to their client and to federal regulators.

What dastardly double talk did Wachtell Lipton allegedly engage in? Corporate Counsel reports:

The e-mails show that early on the morning of December 19 [Wachtell litigation partner Eric Roth] advised the bank’s chief executive, Ken Lewis, and its interim general counsel, Brian Moynihan, on how difficult and financially risky it would be to try to invoke a so-called MAC — or material adverse change — clause, which would allow the bank to get out of the merger with Merrill.

But another e-mail from associate general counsel Teresa Brenner to Moynihan, sent several hours later and on the same day as Roth’s e-mail, says, “Eric made a very strong case as to why there was a MAC” during a conference call with some officials from the Federal Reserve.

J’accuse!

Pitchforks on parade after the jump.

When the New York Times stands up and takes note of law firm partner defections, you know you are talking about the kinds of people who are capable of making rain in the Kalahari:

David Fox and Daniel E. Wolf, two top partners at the New York law firm of Skadden, Arps, Slate, Meagher & Flom, have defected to Kirkland & Ellis in a move likely to send shockwaves through the Wall Street legal world.

The loss of Mr. Fox, 51, who was among the highest-paid lawyers at Skadden, is a blow to the firm, where revenue has fallen across nearly all practice areas. A prominent mergers-and-acquisitions lawyer, Mr. Fox is leaving after more than 20 years with the firm, founded in 1948. It is rare for an established firm to lose such a senior lawyer to a less-known rival, and the move is the first time a partner in Skadden’s New York M.& A. practice has jumped to a competitor.

A “less-known rival”: were Kirkland & Ellis attorneys able to hear the compliment over the crack of the back of the NYT hand?

After the jump, the Times makes it sound like Skadden just lost Arps, Slate, Meagher and Flom.

Jeez, it’s like “we love the Queen” day over here.

We’ve got some law firm expansion to report on. McGuire Woods is planning to acquire the London-based firm of Grundberg Mocatta Rakison. The move will add 36 attorneys to the McGuire roster. According to the firm press release:

Today’s announcement greatly enhances McGuireWoods’ international capabilities, and allows the firm to better serve clients with matters requiring an international presence, including corporate and financial transactional work, as well as litigation and wealth management matters. In addition, this combination will allow the firm to offer GMR’s existing international client base its capabilities to handle matters throughout the United States and in the other countries where McGuireWoods has offices. McGuireWoods’ clients will also have access to GMR’s international network.

A tipster reports:

Maybe they’re trying to get some of that $1,440 an hour advising work.

The ABA Journal reported this morning that U.K. regulatory lawyers bill out for as much as 1,000 pounds a day.

McGuire Woods Chairman Richard Cullen explains why the firm wanted to expand during the recession, after the jump.

In case you hadn’t heard, Wall Street is in meltdown mode right now. Our colleagues over at Dealbreaker have been working over the weekend and around the clock to cover all the latest developments.

Here are the two big stories from the financial world. First, the top-level parent company of Lehman Brothers, Lehman Brothers Holdings Inc., is filing for Chapter 11 bankruptcy protection. (But no sleeping in for Lehmanites; they have been informed that they’re still expected to show up to work this morning.)

Second, Merrill Lynch, the investment bank that some feared might be next to go down the Bear Stearns / Lehman Brothers path, has reached a deal to sell itself to Bank of America, for $50 billion.

What do these deals mean for lawyers? Well, at least in the short term, they bring good news: more work. (Over the long term, of course, the news may be less good, as current and potential future clients vanish from the landscape on Wall Street.)

For its bankruptcy, Lehman is turning to Weil Gotshal & Manges, long known for its top-notch bankruptcy practice. From Dealbook:

Lehman has hired Weil, Gotshal & Manges, the law firm that handled Drexel [Burnham Lambert]’s bankruptcy filing [in 1990]. Harvey Miller, the head of Weil’s restructuring practice, is known as one of the deans of the bankruptcy bar.

In addition, Lehman is trying to sell its more valuable assets, including its broker-dealer and asset-management operations. It appears to be represented in those efforts by Sullivan & Cromwell, according to TheDeal.com (subscription).

Meanwhile, Wachtell, Lipton, Rosen & Katz, a powerhouse in financial-institutions M&A, is getting a piece of the action on the Merrill deal. As reported by the Wall Street Journal, the Merrill / B of A deal was hammered out in “a marathon series of meetings at Wachtell, Lipton, Rosen & Katz, the law firm which has long represented Bank of America in its deals.”

Wachtell isn’t lending out their offices for free. As TheDeal.com reports, WLRK is indeed representing Bank of America in the transaction (for a fee that will be well into the eight figures — Ed Herlihy doesn’t come cheap). Merrill Lynch is being advised by Shearman & Sterling.

If you’re aware of other winners and losers from these deals, please share what you know, in the comments.

Lehman Announces Bankruptcy Filing For Holding Company [Dealbreaker]
Bank of America Reaches Deal To Buy Merrill Lynch [Dealbreaker]
What a Lehman Bankruptcy Filing Might Look Like [DealBook]
Bank of America to Buy Merrill [Wall Street Journal]

That’s what our colleagues over at Dealbreaker are reporting. But we just checked in with them, and they don’t know whether it was an in-house lawyer at JP Morgan Chase or someone at Wachtell Lipton, JPMorgan’s outside counsel on the deal. If you have more details, please email us.

P.S. If you’re not familiar with what’s going on here, read this earlier ATL post and this earlier Dealbreaker post, which supply the necessary background.

Update: A source at our former firm reports that “everyone at WLRK who worked on JPM/BS is still very much ‘with the firm.’” This is consistent with the chatter in the comments, to the effect that the lawyer in question works in-house at JPMorgan Chase.

People Moves: Anyone Need A Lawyer? [Dealbreaker]

Earlier: Wachtell Lipton: Fallible After All?

The deal junkies among will enjoy this post by Professor Steven Davidoff over at the NYT’s DealBook, entitled “The Future of M&A.” Professor Davidoff writes:

Earlier this week, several press reports spun the $23 billion Mars-Wm. Wrigley Jr. deal as a strategic transaction done as a leveraged buyout. Boy, were they more right than they knew.

The merger agreement was filed by the parties on Wednesday. It disclosed that the Wrigley-Mars transaction is structured as a private equity leveraged buyout deal with a reverse termination fee structure.

True to the most optional form of this type of transaction, the merger agreement caps Mars’ maximum liability at $1 billion and bars specific performance. The effect is to give Mars a walk right from the transaction at any time, so long as it pays Wrigley $1 billion.

If this is your cup of tea, you can read more after the jump.

The M&A groups at New York law firms have a lot more time on their hands these days, with that whole economic downturn thing, and the disappearance of credit. This article in the New York Law Journal discusses the fall-out so far this year:

Several major firms saw a significant decrease in global M&A activity in the first quarter of 2008.

For example, Sullivan participated in 34 announced deals in the first quarter, down from 46 for the same period in 2007. Deals declined to 44 from 69 at Skadden, Arps, Slate, Meagher & Flom, to 60 from 98 at Clifford Chance, to 17 from 32 at Simpson Thacher & Bartlett.

Hunton & Williams, McCarthy Tetrault, and Sutherland Asbill & Brennan, spurred by the $113 billion spin-off of Philip Morris, took the first-, second- and third-place rankings for global announced deals in the first three months of this year, while stalwarts like Sullivan, Clifford Chance and Skadden respectively came in third, fourth and fifth on the Thomson [Financial] list.

On the upside, maybe some transactional lawyers actually get to see sunlight at the end of their work day. Or maybe not.

A little more, after the jump.

As we can see from the comments, you’re already all over this NYT story. We linked to it in Morning Docket, but here’s a little more. Andrew Ross Sorkin writes:

JPMorgan and Bear were prompted to renegotiate after shareholders began threatening to block the deal and it emerged that several “mistakes” were included in the original, hastily written contract, according to people involved in the talks.

One sentence was “inadvertently included,” according to a person briefed on the talks, which requires JPMorgan to guarantee Bear’s trades even if shareholders voted down the deal. That provision could allow Bear’s shareholders to seek a higher bid while still forcing JPMorgan to honor its guarantee, these people said.

When the error was discovered, James Dimon, JPMorgan’s chief executive, who was described by one participant as “apoplectic,” began calling his lawyers at Wachtell, Lipton, Rosen & Katz to seek a way to have the sentence modified, these people said. Finger pointing over the mistakes in the contracts began as bankers blamed the lawyers and vice versa.

We don’t have much to add to Ted Frank’s excellent observations. Here’s an open thread for anti-Wachtell schadenfreude.

(They’re big boys — and they send their clients big bills. So the WLRK folks can take a little snark and ribbing from the ATL commentariat.)

Update (11:40 AM): Actually, did Wachtell make a mistake? If so, what exactly was their error? Over at Dealbreaker, our colleague John Carney wonders: “How do you ‘inadvertently include’ a provision everyone is talking about?” (Gavel bang: commenter.)

How Do You Inadvertently Include A Provision Everyone Is Talking About? [Dealbreaker]
The dangers of doing an M&A agreement over a weekend [Overlawyered]
Did Mistakes in the JPM-Bear Contract Help Lead to Renegotiation? [WSJ Law Blog]
JPMorgan in Negotiations to Raise Bear Stearns Bid [New York Times]

* New accounting rules for M&A. [DealBook]

* Lilly contemplates $1 billion payment to settle civil and criminal investigations relating to its marketing of Zyprexa. [New York Times]

* NYPD officer accused of pimping child. [MSNBC]

* Ex-priest jailed for murder via exorcism. [CNN]

* Indiana man arrested for making his own crosswalk. [The Indy Channel]

* Nader takes steps toward another run for the presidency in 2008. [Bloomberg]

The combined firm will have over 1,500 lawyers in 23 offices. It will “employ the K&L Gates brand and have the legal name of Kirkpatrick & Lockhart Preston Gates Ellis LLP.” Press release here.

Update: Some commentary from an inside source, after the jump.

K&L Gates, Hughes & Luce Partners Vote to Combine Firms Effective January 1 [K&L Gates]

Here is the latest Job of the Week, courtesy of ATL’s career partner, Lateral Link. To refresh your recollection:

“Because Lateral Link does no cold-calling and is more efficient than traditional recruiting firms, successful candidates receive $10,000 upon placement.”

Position: M&A Associate (Media)

Description: This highly sought after media and advertising law firm is seeking a mid-level associate with a strong M&A background to work on media and advertising-related deals. Work primarily involves private transactions, but will have the occasional public transaction.

Founded over hundred years ago, this firm is renowned as the top marketing communications law firm in the world, representing four of the largest advertising agency holding companies. The firm is remarkable in the fact that it maintains worldwide leadership in a key field of law with only 100 attorneys, based in a single office in New York City. Having grown from less than 40 attorneys in the 1990s, the firm serves clients in a full range of practice areas, including corporate governance, litigation, M&A, employment practices and executive benefits and compensation, intellectual property, new media, real estate, taxation and estate planning. The firm also enjoys a sterling reputation among not only its major advertising and marketing communications clients, but among its attorneys as well. The firm has a one-to-one partner to associate ratio and is regarded as an unusually rewarding, reinforcing and humane place to work.

Position Requirements: Four to six years of experience. M&A background, top credentials, good personality.

To apply for this position, or to learn about other career opportunities, please visit laterallink.com.

Earlier: Prior Job of the Week listings (scroll down)

The excellent DealBook Special Section, in today’s New York Times, has a piece by Andrew Ross Sorkin that the New York deal lawyers among you will love. It’s entitled The Facebook of Wall Street’s Future:

Here is a snapshot of more than 100 people who make up the next generation of deal makers, everyone 40 years old or younger and linked by where they went to college (and chosen based on dozens of interviews). Think of the list as a Facebook of Wall Street’s future.

This is not an exhaustive inventory of all the up-and-comers on Wall Street, where new faces constantly come up with the next clever idea. But it demonstrates the power of certain schools as career starting points.

In terms of law schools — there are lots of business schools on the chart, too — the “certain schools” include Harvard, NYU, Georgetown, and Penn (among others; these four seem to have the most graduates on the map — 6, 6, 4, and 4, respectively).

Correction: Oops, sorry (and thanks to this commenter for pointing out our error). Columbia Law School has 7 featured alums. CLS, holla!

It’s tough to escape “tier-ism,” even when you move from the heart of the legal world to the point where it overlaps with the deal world. But do take note of the large area at the center of the illustration for people with “No Graduate Degrees.”

Some of the names on the map will be familiar to ATL readers. A few shout-outs, after the jump.

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.

You can read the full piece here (or here). Feel free to email it liberally to friends and family. Thanks!

When $1,000 an Hour Is Not Enough [Dealbook / NYT]

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.

You can read the rest of the post over here.

Could this blog turn into the Biglaw equivalent of the Fake Steve Jobs blog, which developed into a sensation of the business world? Stay tuned.

The Poison Pill

Here’s some law firm merger scuttlebutt that’s making the rounds:

Rumor is that White & Case is acquiring Moore & Van Allen, a native Charlotte firm with a national syndicated finance practice. Any truth to this?

We reached out to both firms for comment. A White & Case spokesperson issued this statement:

“We do not respond to inquiries of this kind.”

Should we take that as a “yes”?

If we hear back from Moore & Van Allen, we’ll let you know. If you have any info, please email us. Thanks.

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).

In addition, here’s an interesting profile of WLRK founder Marty Lipton, from our friends on the other side of the pond. Good stuff.

In a Rare Move, Wachtell Brings on a Lateral [American Lawyer]
US Top 50/New York: What Marty Says [Legal Week]
Wachtell Lipton Hires a Lateral! [WSJ Law Blog]