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Oracle Corp.’s hostile bid to acquire Pleasanton’s PeopleSoft Inc. is a vitriolic tech-company firefight — and, of course, that means a potential billing bonanza for corporate lawyers. Several firms have already taken their places in the battle, which erupted last week when Redwood City-based Oracle announced a $5.1 billion tender offer for PeopleSoft. New York powerhouse Davis Polk & Wardwell is riding point for Oracle, and its Big Apple compatriot Skadden, Arps, Slate, Meagher & Flom represents Oracle’s bank, Credit Suisse First Boston. PeopleSoft is staying mum about all legal matters related to the takeover attempt, but lawyers on the Oracle side say they’ve been talking to attorneys at Gibson, Dunn & Crutcher about deal-related matters. It’s not clear yet what firm will be handling litigation that may result from the takeover bid. Gibson is PeopleSoft’s primary counsel on a separate $1.7 billion effort to acquire Denver-based software maker J.D. Edwards & Co. That deal could be crushed by Oracle’s bid to acquire PeopleSoft. A team from Wilson Sonsini Goodrich & Rosati is helping J.D. Edwards on legal matters. Oracle’s attempt to pull PeopleSoft into a bear hug is injecting a juicy bit of excitement into a long-dormant deal environment for Silicon Valley lawyers. And oddly enough, the bevy of activity around PeopleSoft — its potential takeover by Oracle and its pending acquisition of J.D. Edwards — is a sign that things may be looking up in the Valley. Douglas Cogen, a partner at Fenwick & West, said company executives are feeling better about the stability in the stock market and that has them feeling more confident about doing deals, particularly with stocks still trading at relatively low prices. Cogen recently had a hand in another large software merger in the Valley, Palm Inc.’s acquisition of Handspring Inc. Cogen added there are still plenty of executives in the Valley who are shopping for bargains with the hope the economy is turning around. “There’s a buying opportunity now that people feel will pass before too long.” Ellison’s bid could be a sign that “people are so hot right now to have all of the pieces of the puzzle for the coming upturn that they’re willing to entertain doing a hostile deal,” Cogen said, adding, “or it could just be mischief-making.” Bay Area corporate lawyers have long theorized that technology companies are immune from hostile takeovers because their primary assets, the employees, would walk. But with the economic downturn taking its toll on Silicon Valley, employees may have fewer places to go, making their companies ripe for the takeover. “It’s damn interesting,” Cogen said. “It has been an article of faith that it is very rare to see hostile takeovers of software and other technology companies.” With so few executives willing to execute a hostile takeover bid, the Valley’s atwitter with speculation about Oracle’s true intent with PeopleSoft. PeopleSoft’s CEO Craig Conway, in a statement from the company, has accused Oracle of launching the tender offer to stop its purchase of J.D. Edwards. “Obviously it is a transparent attempt to disrupt the acquisition of J.D. Edwards by PeopleSoft announced this week,” Conway said in the statement issued Friday. Oracle responded Monday by releasing a letter from Oracle CEO Lawrence Ellison to Conway. “We have made a serious, fully financed, all-cash offer to your stockholders, and your fiduciary duties to those stockholders require a full and fair review done in good faith,” Ellison wrote in the letter. The primary point partner for the Oracle bid is William Kelly, who joined Davis Polk’s Menlo Park office in 2000 after six years as an in-house attorney at Silicon Graphics Inc. Kelly said he couldn’t comment on the deal, but said Davis Polk’s relationship with Oracle predates his joining the firm. Credit Suisse’s team from Skadden, Arps includes partners Kenton King in Palo Alto, Brian McCarthy in Los Angeles and Marc Hanrahan in New York. On PeopleSoft’s pending deal — announced June 2 — to purchase J.D. Edwards, Gibson, Dunn San Francisco partner Douglas Smith is leading the legal team. Wilson Sonsini partner Herbert Fockler is lead partner for J.D. Edwards. Smith refused comment on PeopleSoft matters, and Fockler did not return calls for comment about whether Oracle’s move throws a wrench in his deal.

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