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NEW YORK — As war rages in Iraq, attorneys on both sides of the debate have reacted to unfolding events on personal and professional levels. For lawyers opposed to the U.S.-led military action, the start of war last Wednesday night has made activism all the more urgent. At least two groups of lawyers — Corporate Lawyers Against War and Attorneys Against the War — attended the large antiwar demonstration in Manhattan on Saturday. Even before the Saturday rally, Hays Ellisen, a 31-year-old associate in the New York office of McKee Nelson and founder of the corporate lawyers’ antiwar group, spent much of last week hoisting a sign in smaller demonstrations in Union and Times squares. “I think they’re fine with it, as long as I get my work done,” said Ellisen of his colleagues at McKee Nelson, whom he stressed he was not speaking for. Most, he added, either support the war or are neutral. Ellisen often grabs his placard and heads out of the office to protest in suit and tie, apparel that often gets the attention of fellow demonstrators, as does his sign proclaiming “Corporate Lawyers Against War.” “Someone said to me it should say, ‘War Against Corporate Lawyers,’” he said. Ellisen said he chose the slogan because he wanted people to know that the antiwar demonstrators are not just from the fringes of society. He said lawyers from Willkie, Farr & Gallagher; Paul, Weiss, Rifkind, Wharton & Garrison; Sidley Austin Brown & Wood; and Cleary, Gottlieb, Steen & Hamilton joined him at the Saturday rally, forming a group of nine. But Ellisen, a securities lawyer, acknowledged it might seem strange for a corporate lawyer to demonstrate, particularly since many opponents of war, including himself, insist the war is being fought to benefit corporate interests, particularly big oil companies. Sabra Gandhi, a second-year associate at Cleary Gottlieb, said she attended the Saturday rally with three other associates and lawyers from elsewhere. She said she also believes the war is being fought for economic interests and noted that her firm, which has a significant energy practice, probably represents oil and gas companies she believes will profit from the conflict. “Maybe my bonus might be bigger this year if the war goes quick and the market rebounds,” she said, “but that’s not a good reason to support what’s happening.” Gandhi, 27, who describes herself as a pacifist, said the war and other developments since the Sept. 11 terrorist attacks had encouraged her to undertake pro bono work on behalf of asylum-seekers and others adversely affected by greater security restrictions. Like Ellisen, Gandhi said views at her firm are far from monolithic, but that many lawyers support President George W. Bush and the war in Iraq. But she noted that attorneys who support the war are generally less outspoken. “It’s hard to be gung-ho about going to war,” she said. John Coffey, a litigation partner at Bernstein Litowitz Berger & Grossman, agreed. “I don’t know anybody who’s happy about the conflict,” said Coffey, a captain in the U.S. Naval Reserve currently assigned to the Office of the Secretary of Defense. FORCE MAJEURE For some lawyers, the war has had an impact on their professional as well as personal lives. John Schmitt, a corporate partner at Patterson, Belknap, Webb & Tyler, said the run-up to war had led many clients to inquire about force majeure, or material adverse change (MAC), which could allow some parties to escape responsibilities under contracts. Normally boilerplate, MAC clauses are now hotly negotiated, said Schmitt. “It’s a clause that no one ever thinks will come up,” he said, “but now it could.” Joel Greenberg, a corporate partner at Kaye Scholer, said he has seen a substantial uptick in transactional work since President Bush issued his ultimatum to Iraqi President Saddam Hussein last week. Specifically, he said clients had moved forward with a high-yield offering and a number of private mergers since then. Greenberg said it appears businesses are responding to the end of the long period of uncertainty over the ultimate course of action in Iraq. “There’s seems to be a correlation with the clearer direction of our foreign policy,” said Greenberg, who also pointed out the unprecedented stock market rally last week following the onset of war. But Greenberg noted the market could always change direction and transactions could easily stall. “Some of these transactions may never close,” he said. And some companies and industries, Greenberg said, have certainly been severely affected by the war. “Clearly, nobody’s going to do anything with the travel, tourism or transportation industries,” he said, “other than a bankruptcy.” IMPACT ON DEAL Emery Mitchell, a counsel at Shearman & Sterling, agreed that the Iraq situation will have an impact on those industries, and said the gathering war clouds had sped up a travel-related deal he recently worked on: USA Network’s $3.3 billion buyout of the minority interest in Expedia, the travel Web site. Mitchell, who helped represent the minority shareholders, said that given the sensitivity of the travel industry to war and other world events, there was concern that a good deal might not stay on the table for long. “[The minority shareholders] felt that once the bombs were dropping, who knew if they could keep the deal,” Mitchell said. So once USA made an offer the minority shareholders liked, they jumped, wrapping the deal up in a week, just before the war started. The minority shareholders also were able to negotiate a major concession: no MAC clause. “If the war drags on or if the war goes badly, USA doesn’t have the ability to pull out of the deal,” Mitchell said. Anthony Lin is a reporter at The New York Law Journal , a Recorder affiliate.

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