In a shaky recovery, corporate lawyers played an even more crucial role than they did in boom times. Here are 14 who had a hand in 2012's most notable transactions.
April 01, 2013
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In selecting this year’s Dealmakers of the Year, we focused, as usual, on the handful of lawyers who played pivotal roles in some of the most notable transactions of 2012. Our goal: to spotlight innovation and creativity in mergers and acquisitions, capital markets, project finance, and bankruptcy work that came together during a year that might have prompted Norma Desmond, if she was an M&A lawyer, to say, “I’m still big. It’s the companies that got small.” Conglomerates fell out of favor, driving spin-off and divestiture activity to historic levels—and emphasizing the work of lawyers. Spin-offs, in particular, require intensive, high-level lawyering. In capital markets, meanwhile, the recovery continued its wobbly and uneven pace, creating enough opportunity to be alluring and enough risk to be off-putting (again, good news for lawyers, who make their living mitigating risk). For pre-2008 nostalgia, consider the real estate market, suddenly strong enough to spur both the $16 billion acquisition of Archstone Equity and the $1.2 billion IPO of Realogy Inc. Feels like old times—but without the toxic assets.
DAVID LAMWachtell, Lipton, Rosen & Katz Splitting Abbott Labs in half was an undertaking of historic proportions: The Wachtell team had to spin off and finance a brand-new $54 billion pharma giant.
STACY KANTERSkadden, Arps, Slate, Meagher & FlomTransforming Realogy from a troubled real estate business into the biggest private equity-backed IPO of 2012 took patience, creativity, and perseverance.
SUSHEEL KIRPALANIQuinn Emanuel Urquhart & SullivanFor the examiner in the Dynegy Holdings bankruptcy, sifting through more than a million pages of documents was just the beginning of the challenge.
JERRY MARLATTMorrison & FoersterGetting the Securities and Exchange Commission’s blessing for a new type of securities offering by a Canadian bank was no easy assignment.
MARK MENTING and WILLIAM TORCHIANASullivan & CromwellA pair of Sullivan & Cromwell lawyers advised ING Groep on a series of worldwide asset sales after the financial institution was ordered to split its global insurance and banking operations.
BRUCE GILCHRISTHogan LovellsArchstone Enterprise’s sale to Equity Residential and AvalonBay made a big splash in the small world of REITs—and the right tax structure was the key to making it work.
NICHOLAS KRONFELDDavis Polk & WardwellWhen Latin American banking powerhouse Santander Mexico decided to go public in a dual listing, the resulting IPO made headlines on both sides of the Rio Grande.
STEPHEN VENUTOOrrick, Herrington & SutcliffeWhen Facebook Inc. offered $1 billion for a company with 13 employees and no revenue, Instagram’s team hammered out a deal in a single weekend.
PAUL SHIMCleary GottliebDollar Thrifty’s hotly contested $2.3 billion sale to Hertz was a seven-year journey that became one of the longest-running takeovers of the modern corporate age.
CHARLES RUCKLatham & WatkinsGetting the best price for Quest Software meant looking beyond the founder’s buyout bid—and partially neutralizing his 38 percent stake in the company.
WILLIAM SORABELLA and STEPHEN FRAIDINKirkland & EllisWhen shoemaker Collective Brands went on the market, three bidders wouldn’t take no for an answer—even though it meant adding a carve-out to a buyout bid.
NANCY LIEBERMANSkadden, Arps, Slate, Meagher & FlomSkadden’s Lieberman helped Amylin through the most challenging experiment of all: a complicated sale.
HONORABLE MENTIONSThese lawyers win recognition for their creative lawyering on challenging transactions.
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