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]

* 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:

Sullivan, Kaye Scholer Advise Purchase Of Kodak Medical Imaging Business [NYLawyer.com]

In case you haven't registered for NYLawyer.com -- yeah, registering for free sites is a bitch -- we reprint the announcement, in full, after the jump.

The indefinitely delayed, potentially troubled merger between Dewey Ballantine and Orrick, Herrington & Sutcliffe isn't being well-received by Dewey support staff.

From a Dewey Ballantine tipster:

As far we non-attorney types go, it seems like more of a hostile takeover than a merger. So far, Orrick management is calling the shots on all the administrative areas of the merger. In the meetings I have been in or have heard about, Orrick is having their way with us.

Many in Payroll, Finance and IT [information technology] have already been given hard end dates. Many others are actively looking for other positions. Orrick has their IT department in Wheeling, West Virginia, whereas Dewey's IT department is in New York. Having met some of the Orrick IT types and, I believe that the merged firm is going to lose out in that area.

In this merger, Dewey is looking like the receptive partner -- the one getting f***ed.

Update: In the meantime, Dewey continues to hemorrhage key lawyers. The WSJ Law Blog just reported that Michael Aiello, who had been one of Dewey's top M&A partners, has left the firm for Weil Gotshal & Manges.

Top Dewey M&A Partner Decamps to Weil [WSJ Law Blog]

Earlier: Prior ATL coverage of Dewy Orifice (scroll down)

Today is a banner day for mergers-and-acquisitions lawyers. Our big brother takes note of Blackstone Group's gigantic proposed buyout of Equity Office Properties Trust, the nation’s largest office-building owner and manager, for roughly $36 billion ($20 billion plus $16 billion in assumed debt).

And that's not the only deal. The WSJ Law Blog ticks off three more billion-dollar transactions: Bank of America acquiring U.S. Trust, Freeport-McMoRan acquiring Phelps Dodge, and Evraz Group acquiring Oregon Steel Mills.

Biglaw shops are involved in all of these transactions. The lucky law firms: Sidley Austin, Simpson Thacher, Cleary Gottlieb, Howard Rice, Wachtell Lipton, Davis Polk, Debevoise & Plimpton, Covington & Burling, and Schwabe, Williamson & Wyatt (of Oregon).

Okay, "lucky" may not be the right term for people who have probably been pulling one all-nighter after another over the past few weeks (or months). But let's look on the bright side: the fees from these deals will be delicious. And they're likely to mean very good associate bonuses for 2006.

How delicious? This is where you come in. For this latest edition of Legal Fee Voyeurism, we'd like to ask you for any information, rumors, or quasi-informed speculation about the fees that firms will be earning on these deals. And, of course, we're always interested in the related subject of associate bonus scuttlebutt.

Please send any such tips our way, by email. Thanks!

The Biggest LBO Ever: Does The Blackstone REIT Deal Mark the Beginning of the End of Public Companies? [DealBreaker]
M&A Mania: Good for the Lawyers! [WSJ Law Blog]