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Mergers and acquisitions deals had become simply too predictable for Celeste Greene. But the Skadden, Arps, Slate, Meagher & Flom partner got all the variety she asked for — and then some — in the merger of her Italian client with a Seattle company. The deal was packed with all the language barriers, time-zone differences, foreign regulatory agencies and complex cultural cues a lawyer could want for excitement. “Not all M&A deals are alike, but they all have a predictable pattern,” Greene said. “I’ve been begging to do an Italian deal for a while [for] the additional element of uniqueness, and it was certainly borne out in this deal.” Greene represented Italian biotechnology company Novuspharma S.p.A. in its merger with Seattle’s Cell Therapeutics Inc. Even something as simple as a telephone call presented complications. The phone rang at Greene’s bedside at 3 a.m. one Sunday, and a lawyer in Italy — apparently oblivious to the time difference — started firing off questions. Europeans take a telephone discussion more seriously if it is followed with a personal meeting, Greene said. She had to convince her Italian clients that Americans use the phone for everything, often in lieu of face-to-face meetings. “There’s a process in which the principals came together,” Greene said of U.S. deals. “You start the kabuki dance — that’s the way in which the drama unfolds.” Foreign executives, however, didn’t always understand the steps the Americans were taking. Greene was there to interpret and explain what the Americans were waiting for them to do next. Greene worked alongside lawyers from Chiomenti Studio Legale, an Italian firm that has a strategic partnership with Skadden. The deal structure itself was also complex, and Greene had some big shoes to fill. Last year, Greene’s partner Kenton King dreamed up a new structure to merge publicly traded U.S. and Italian companies that enables Italian investors to trade their shares in the combined entity on their country’s exchange. Italian regulators were leery of the structure because it was new and untested, Greene said. Pulling together a second deal just like the first would help prove to regulators the deal template has longevity, she said. “It was important to demonstrate that it works,” Greene said, “that the regulatory challenges you anticipate in any cross-border transaction can be successfully navigated.”

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