Mergers and Acquisitions

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]

As mentioned previously, these State of the Market posts by Lateral Link, as compiled by Director Gary Cohen, will focus on one of the country’s largest states — Texas.

The strongest market in Texas is Houston, with some of the strongest candidates being those with corporate, capital markets, or finance experience. A close second is Dallas, and a distant third in terms of strong markets in the Lone Star State is Austin….

double red triangle arrows Continue reading “Career Center: State of the Market – Texas (Part 3)”

According to the Wall Street Journal (sub. req.), small law firms have adopted the mantra: merge or die. Indeed, the number of law firm mergers is staggering. “At least 60 mergers occurred in the U.S. and abroad last year, the highest level since 2008 and a 54% jump from 2010, according to legal-industry consulting firm Altman Weil Inc. Industry experts expect the figure to rise this year.”

Why the up-tick in mergers? The economic downturn has caused a shift when it comes to legal service providers: it is a “seller’s market for the first time in 20 years.” In other words, law firms are not able to raise rates in order to increase profits. So, small firms turn to mergers as a way to increase their revenue and allow them to compete with all-purpose, larger firms. Randall H. Miller, who as managing partner at Denver-based Holme Roberts & Owen LLP helped engineer its acquisition by Bryan Cave, explained that “[l]ittle by little, our ability to service our clients’ needs ha[d] been limited by our smaller size,” which was why he pushed for the merger.

Yet, small firm to large firm mergers are not the answer for all small firms. The article featured several potential problems….

double red triangle arrows Continue reading “Size Matters: Should I Get a ‘Merge or Die’ T-Shirt?”

* “It seems no one can use dirty words, except Steven Spielberg.” Well, sh*t, I’ll be damned. Is Elena Kagan going to be the voice of reason in the Supreme Court’s FCC profanity case? [Los Angeles Times]

* Ken Cuccinelli filed an emergency motion to get Virginia’s primary ballots printed. You can’t wait three days for Perry’s hearing? It’s on Friday the 13th. You know how that’s going to go. [Bloomberg]

* The Tenth Circuit upheld a ruling to block an Oklahoma law barring the consideration of Sharia law in court decisions. If this pisses you off, go and watch Homeland. You’ll feel better. [MSNBC]

* Dewey want to join the Magic Circle? Bloody hell, of course! Clifford Chance has snagged two mergers and acquisitions partners from Dewey & LeBoeuf. [DealBook / New York Times]

* What will an LL.M. get you in today’s job market? Not a whole lot. And if you’re counting that extra year of loan debt as something of value, then you’re just a masochist. [National Law Journal]

* Heather Peters, the former lawyer suing Honda in small claims court, may be SOL because of a SOL issue. Stay tuned for the results at her second hearing later this month. [Huffington Post]

Watch this before Sunday.

* Is New Jersey’s Senator Robert Menendez blocking Patty Shwartz, Obama’s Third Circuit nominee, out of resentment? Time to build yourself a bridge and GTF over it. [New York Times]

* Sullivan & Cromwell took the top spot among law firms in M&A transactions in 2011, with $325.7 billion in deals. You better believe they’re giving out huge spring bonuses. [Bloomberg]

* “No one wants to pay for something that doesn’t pay off.” At least those at the annual meeting of the AALS realize this applies to law school. When will the ABA sign on? [National Law Journal]

* In his first move after being appointed to the CFPB — a so-called valid appointment, mind you — Richard Cordray has launched a program for oversight of non-banks. [Legal Times]

* You can’t bill clients for hookers and porn and then try to get out of it by blaming your mental disorder. Or you can, but it will come back to bite you in the ass. [Thomson Reuters News & Insight]

* The Firm: from the best sellers list, to the silver screen, and now to the small screen. Look out for Mitch McDeere in his two-hour, television premiere this Sunday on NBC. [Wall Street Journal]

* The Supreme Court will hear oral arguments on Obamacare over three days in March. Let’s fast forward to June so we can see how Election 2012 is going to turn out. [Blog of Legal Times]

* The Grinch definitely stole AT&T’s Christmas this year, and even a team of Biglaw superstars couldn’t save the day. The company’s merger deal with T-Mobile is now officially dead. [Am Law Daily]

* A bed and breakfast owner told this lesbian couple aloha before they could even say aloha, and now they’re suing. And here I thought that Hawaii specialized in tiny, gay bubbles. [Washington Post]

* James Franco doesn’t just get bad grades on Rotten Tomatoes. José Angel Santana, one of his former professors, has filed a lawsuit saying NYU fired him for giving the actor a “D.” [Reuters]

* Snooki, Jersey Shore’s drunken munchkin, is being sued for $7M over a licensing deal gone bad. The worst part is that even if she paid up, she’d still have oodles of money in the bank. [Daily Mail]

* Sick of law school? Get all of your bitching down on paper, and turn your rage-filled manifesto into a short story for submission to the JLE Legal Fiction Contest. [National Law Journal]

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