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The time difference was the simplest hurdle for lawyers when it came to structuring Business Objects S.A.’s recent agreement to acquire Crystal Decisions Inc. Based in France, Business Objects announced July 18 its plan to buy the Palo Alto-based Crystal Decisions for $820 million in cash, stock and options. Skadden, Arps, Slate, Meagher & Flom partner Marc Packer, who represented Business Objects, said the deal was complex because of the U.S. tax code and disparate French and U.S. corporate laws. “We looked at a number of different structures, and each time, we tried to shoot holes in them,” Packer said. “Once it started to bleed, we had to shift to a different structure.” The deal was also complicated by Crystal’s pursuit of an initial public offering. The company had filed offering documents with the Securities and Exchange Commission in May and was marketing itself when Business Objects stepped in, Packer said. In the end, the Skadden lawyers and a team at Wilson Sonsini Goodrich & Rosati, which represented Crystal Decisions, had to structure the deal as a series of four related mergers involving three new subsidiaries. On Packer’s team was corporate partner Kenton King and corporate associates Shari Del Carlo and Kathleen Merrill. Partner Moshe Kushman weighed in on tax issues and in France, partner Eden Quainton and counsel Pascal Bine rounded out the team. The Wilson Sonsini group was lead by firm Chairman Larry Sonsini and partner Martin Korman. Partners Michael Ringler and Adam Dolinko and associate Kevin Rooney pitched in on corporate issues. Handling tax issues for the Wilson team was partner Ivan Humphreys and associate John Chase. Partner Roger Stern and associate Heidi Holter weighed in on benefits issues. Partner Selwyn Goldberg and associate John Shinn pitched in from the firm’s technology transactions practice. The majority owner of Crystal, a group of private equity investors lead by Silver Lake Partners, was represented by Kirsten Jensen, a partner at Simpson Thacher & Bartlett in Palo Alto, and associate Jung Yeon Son. WELLS FARGO Wells Fargo & Co. raised another $200 million in a debt offering in July, adding to the list of capital-raising events that Douglas Smith has helped along so far this year. Smith, a partner at Gibson, Dunn & Crutcher, has represented the underwriter in each of the nine Wells Fargo equity deals this year. In the most recent deal, Smith’s client was Citigroup Inc. Smith said that as the designated underwriter’s counsel for Wells Fargo’s deals, his clients often change. Well Fargo did the deal to generate cash for its capital reserves, Smith said. Smith’s team included associates Heather Bell, Peter Christou and Stewart McDowell. Sonia Shewchuk, a partner at Minneapolis-based Faegre & Benson, represented Wells Fargo in the deal. She got an assist from associate Jeannine Zahn. Senior Writer Renee Deger’s e-mail address is [email protected].

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