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Sullivan, Wachtell on Disputed Wachovia-Citi Deal

Zach Lowe

The American Lawyer

October 03, 2008

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Well, so much for Citigroup's government-brokered deal to acquire Wachovia's banking operations for about $2.2 billion.

Just four days after that deal was announced, Wachovia and its legal advisers at Sullivan & Cromwell struck a deal under which Wells Fargo would acquire all of Wachovia for $15.1 billion.

Citi already is demanding Wachovia call off the deal and is considering suing the banks or making a new offer of its own, The Wall Street Journal is reporting on its Web site.

The FDIC is reviewing the deal, but Wells officials have said the agency has no role to play in approving it, The New York Times reports.

Sullivan & Cromwell advised Wachovia, and Wachtell, Lipton, Rosen & Katz advised Wells Fargo.

The legal losers, should Citi miss out on the Wachovia bonanza, would be Davis, Polk & Wardwell, Citi's lead counsel in the now-aborted deal, and Skadden, Arps, Slate, Meagher & Flom, which also advised Citi, according to previous reports in The Am Law Daily.

A spokesman says Davis Polk will not comment at this point on Citi's options. Eric Friedman, the soon-to-be executive partner who led the Skadden team on the Citi deal, did not return messages seeking comment.

A lawyer familiar with the deal says the Sullivan team is being led by Mitchell Eitel, this week's Dealmaker of the Week, and includes partner Audra Cohen and associate Melissa Sawyer.

Wachtell did not provide the names of any partners in the deal.

As chronicled here, Sullivan and Wachtell have been involved in nearly every major deal or bailout in the last month, including the government rescue of Freddie Mac and Fannie Mae, Bank of America's decision to buy Merrill Lynch and the transitions of both Goldman Sachs and Morgan Stanley into bank holding companies.

This article first appeared on The Am Law Daily blog on AmericanLawyer.com.

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