Mergers and Acquisitions

Edwards Angell & Wildman Harrold: A match made in heaven?

What results from the coupling of an angel and a wild man? One might think: angel + wild man = air traffic nightmare.

In the law firm context, however, the result is quite different. Edwards Angell is merging with Wildman Harrold, to form Edwards Wildman Palmer. The merger will take effect on October 1 and “will bring together 650 lawyers across two legacy firms renowned for their deep experience, shared dedication to client service, and highly collaborative cultures,” according to the new firm’s website.

What else do we know about Edwards Wildman Palmer? And what might be motivating this merger?

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* The hotel maid behind DSK’s extended stay in New York has now sued her alleged attacker. Remember, this is all about the truth. It has nothing to do with money. [CNN]

* Should you be worried about the stock market’s seppuku yesterday? If you like money, then probably. If you like your job as an M&A attorney, then definitely. [The Recorder]

* Illinois is giving sex trafficking victims the chance to vacate their prostitution convictions. Even if Reema Bajaj gets convicted, she still couldn’t use this law to clear her name. [Chicago Sun-Times]

* Therapy dogs aren’t just for law school libraries anymore. Now they’re appearing in courtrooms. But is an adorable dog unfair to defendants? Only if you hate dogs… and justice. [New York Times]

* Frank McCourt is still on deck for his at bat with Bingham McCutchen. The good news is that the Dodgers can keep on sucking in the interim. [Los Angeles Times]

* We’re happy that the Breaking Media dress code doesn’t include “Tube-top Tuesday” and “Wet T-shirt Wednesday.” An employee in Utah claims she isn’t as lucky as us. [Salt Lake Tribune]

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]

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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