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When The Walt Disney Company board stood by its man, Comcast Holdings Corporation abandoned its $66 billion bid for the Mouse. After an April 27 board meeting, the Disney board announced its support for embattled CEO Michael Eisner. The next day, Brian Roberts, Eisner’s counterpart at Comcast, pulled his tender offer, launched February 11. The ending was vindication for Eisner, who had to withstand not only Comcast’s offer, but a months-long campaign by former Disney directors Roy Disney and Stanley Gold, who lobbied the company’s shareholders to vote against Eisner’s reelection to the board. With Comcast’s bid looming over Disney’s March 3 annual meeting, 43 percent of the Mouse’s shareholders withheld their votes from Eisner, who responded by stepping down as chairman of the board. Disney shareholders weren’t the only unhappy investors, however: Comcast’s share price stock fell 12 percent after Roberts made his bid. But the day that he dropped it, the company’s stock shot up 6 percent (before settling in for a more modest gain). So for Comcast holders as well as Eisner, all’s well that ends well. For bidder Comcast Holdings Corporation (Philadelphia) In-house: General counsel Arthur Block and senior deputy general counsel Marc Rockford. Davis Polk & Wardwell (New York): Corporate: William Aaronson, Dennis Hersch, and associates Jamie Leigh, Miranda So, and Marc Williams. Tax: Avishai Shachar and associate Neil Barr. Employment law: associate Renata Ferrari. Antitrust: Arthur Burke, Arthur Golden, and Ronan Harty. (Burke is in Menlo Park.) Hersch is Comcast’s regular deal counsel, having represented Comcast in its acquisition of AT&T Broadband and in its sale last year of its 58 percent stake in QVC, Inc., to Liberty Media Corporation for $7.9 billion. Willkie Farr & Gallagher (New York): Telecommunications: James Casserly and Michael Hammer. (Both are in Washington, D.C.) Casserly has represented Comcast for four years, Hammer since last January. Hammer had previously represented AT&T Broadband, which Comcast acquired in November 2002. Morris, Nichols, Arsht & Tunnell (Wilmington): Litigation: William Lafferty and Kenneth Nachbar. Corporate: Frederick Alexander and Jeffrey Wolters. Nachbar represented Comcast in the divestiture of QVC. Disney is a Delaware corporation. For target The Walt Disney Company (Burbank, California) In-house: Senior executive vice president and general counsel Alan Braverman, senior vice presidents and deputy general counsel Edward Nowak and David Thompson, and vice president and counsel Roger Patterson. Dewey Ballantine (New York): M&A: Michael Aiello, Morton Pierce, and associates Matthew Gilroy, Seth Merl, and Marcus Weiss. Litigation: Robert Myers. Employee benefits: Paul Wessel. Dewey is Disney’s longtime M&A counsel. The firm advised the company in its 1995 acquisition of Cap Cities/ABC, Inc., for $19 billion. Wachtell, Lipton, Rosen & Katz (New York): Corporate: Martin Lipton, Andrew Nussbaum, Pamela Seymon, and associate Gregory Racz. Employee benefits: Michael Katzke and Jeannemarie O’Brien. Litigation: George Conway III, Theodore Mirvis, and Paul Rowe. Antitrust: Ilene Knable Gotts. Barry Diller, a friend of Walt Disney Co. CEO Michael Eisner, recommended the firm to Eisner [Bar Talk, "On the Sidelines," April]. Potter Anderson & Corroon (Wilmington): Litigation: Robert Payson, Donald Wolfe, Jr., and associate Catherine Strickler. Corporate: John Grossbauer and associates Michael Reilley and Nancy Waterman. Wachtell brought Potter in as Delaware counsel. For dissident shareholders Roy Disney and Stanley Gold Fried, Frank, Harris, Shriver & Jacobson (New York): Corporate: Warren de Wied, David Robbins, James Schropp, and associates Laura Long, William Millis, Sean Monroe, Babar Sattar, and Zachary Smith. Litigation: Stephen Alexander, Alexander Sussman, and associates Susan Chun and Peggy Sasso. Executive compensation: Jonathan Lewis. Intellectual property: Timothy Casey. (Robbins, Long, Monroe, Smith, Alexander, Chun, and Sasso are in Los Angeles; Schropp and Casey are in Washington, D.C.) Roy Disney and Stanley Gold have used Fried, Frank for more than 20 years. Morris, Nichols, Arsht & Tunnell (Wilmington): S. Mark Hurd and A. Gilchrist Sparks III. Fried, Frank tapped Morris, Nichols as Delaware counsel. Morris had represented Roy Disney and Gold in the suit brought by Walt Disney Co. shareholders against the company and its directors over the severance package paid to former Walt Disney Co. president Michael Ovitz in 1996. Comcast, Roy Disney, and Gold consented to the firm representing both parties.-David Marcus Not only was Cingular Wireless LLC’s purchase of AT&T Wireless Services, Inc., the largest all-cash deal in history, but the sale of the Redmond, Washington-based mobile telephone company offered one of the most dramatic conclusions to a high-stakes bidding contest since the legendary battle over RJR/Nabisco. Executives at Vodafone Group PLC went to bed February 16 thinking that they had landed AT&T Wireless. When they woke-or were roused-they learned that Cingular, a joint venture between Atlanta-based BellSouth Corporation and San Antonio-based SBC Communications Inc., captured the prize by bumping its bid to $15 a share in the early hours of February 17. SBC, which owns 60 percent of Cingular, will pay about $25 billion of the total acquisition cost, while BellSouth will pick up $16 billion, in line with its 40 percent stake in Cingular. The companies hope to close the deal late this year, pending various regulatory approvals. For buyer Cingular Wireless LLC (Atlanta) In-house: General counsel Joaquin Carvonell, chief securities counsel Clarence Manning, chief counsel-corporate development Charles Nalbone, chief counsel-federal regulatory David Richards, and senior counsel Michael Goggin. For Cingular Co-owner SBC Communications Inc. (San Antonio) In-house: General counsel Jim Ellis, assistant general counsel Wayne Watts, and general attorney William Schlect. Sullivan & Cromwell (New York): M&A: Joseph Frumkin, Eric Krautheimer, and associates Barbara Burns, Suzanne Filippi, Jason King, and Jack Nguyen. Tax: Andrew Mason, David Spitzer, and associates Michael Foley and Pejman Razavilar. Executive compensation and employee benefits: Max Schwartz and associates Elizabeth Braha, Linda Sharaby, and Tiffany Yonker. Intellectual property: special counsel Joshua Bressler and associate Gera Grinberg. Environmental: special counsel Matthew Brennan. (Braha is in Palo Alto.) Sullivan is SBC’s longtime deal counsel. Arnold & Porter (Washington, D.C.): Telecommunications: Paul Scott Feira, Richard Firestone, Theodore Frank, Patrick Grant, Michael Ryan, Norman Sinel, and associates Maureen Jeffreys, Peter Schildkraut, and Emma Wright. Antitrust: Jonathan Gleklen, Susan Hinchliffe, Richard Rosen, counsel Randal Shaheen, and associates June Im and Barbara Wootton. (Ryan and Wright are in London. Hinchliffe is in Brussels.) The firm has advised SBC and its wireless business since the early 1990s. Arnold & Porter assisted SBC in forming Cingular and has advised Cingular since then. Crowell & Moring (Washington, D.C.): Antitrust: Wm. Randolph “Randy” Smith. Competition: James Ashe-Taylor. (Ashe-Taylor is in Brussels.) Crowell & Moring has represented SBC on antitrust matters for more than a decade. For Cingular Co-owner BellSouth Corporation (Atlanta) In-house: General counsel Charles Morgan, associate general counsel-corporate David Frolio, senior mergers and acquisitions counsel Kelly Romich, chief counsel-employee benefits and executive compensation Glenn Infinger, chief tax counsel Daniel Bradley, chief securities counsel Stacey Geer, senior corporate counsel Marcy Bass, chief finance counsel E. John Whelchel, and ERISA counsel Stephanie Tillman. Antitrust: associate general counsel-litigation, labor, and antitrust Marc Gary and chief antitrust counsel Alan Silverstein. Regulatory: associate general counsel-regulatory and state operations James Harralson and senior corporate counsel-regulatory Charles Featherstun. Fried, Frank, Harris, Shriver & Jacobson (New York): Corporate: Jonathan Adler, Arthur Fleischer, Jr., Philip Richter, and of counsel Gail Weinstein. Executive compensation and employee benefits: Donald Carleen and Jonathan Lewis. Tax: Alan Kaden and associates Michael Alter. Litigation: Peter Simmons, Alexander Sussman, and associates Michael Alter, Keriann Masters, Julie Merzon, Rachel Posner, and Ashvin Rao. (Kaden and Alter are in Washington, D.C.) Fried, Frank is BellSouth’s regular outside M&A counsel. Axinn, Veltrop & Harkrider (New York): Antitrust: Lauren Albert, Mark Alexander, Stephen Axinn, John Harkrider, and associates Eric Beal, Joshua Gray, Michelle Seagull, and Elizabeth Timkovitch. Axinn has represented BellSouth for three-and-a-half years and is cocounsel to Cingular on antitrust issues. (Alexander, Beale, Seagull, and Timkovitch are in Hartford.) Wiley Rein & Fielding (Washington, D.C.): FCC: Eric DeSilva, Nancy Victory, and Richard Wiley. The firm has done FCC work for BellSouth for years. Robbins, Russell, Englert, Orseck & Untereiner (Washington, D.C.): Antitrust: Donald Russell. For losing bidder Vodafone Group PLC (West Berkshire, United Kingdom) In-house: General counsel Stephen Scott, principal attorney John Loughrey, senior solicitors Alexander Deacon, Helen Drake, Helen Lamprell, and Nick Woodrow, and solicitors Matthew Braovac and Sarah Podesta. Simpson Thacher & Bartlett (New York): M&A: William Curbow, Mario Ponce, Philip “Pete” Ruegger III, and associates Jacob Kleinman, Christopher McRorie, Marion Ringel, Mikaal Shoaib, and Kathryn King Sudol. Employee benefits: Alvin Brown and associates Erin Murphy and Andrea Wahlquist. Tax: Steven Todrys and associate Noah Beck. Antitrust: Charles Koob and Ethan Litwin. Intellectual property: Lori Lesser. Environmental: counsel Michael Isby and associate Timothy Mulvihill. Real estate: associates Amy Abbazia and Alison Ando. (Litwin is in London.) Vodafone’s financial adviser UBS recommended Simpson to Vodafone. Linklaters (London): Corporate: Iain Fenn, Clodagh Hayes, and associate Joanna Healy. Tax: Andrew Beverley. Antitrust: Eamonn Doran. Linklaters is Vodafone’s regular outside deal counsel. Wilkinson Barker Knauer (Washington, D.C.): FCC: Brian Higgins, Adam Krinsky, Robert Morse, Kenneth Patrich, and Kathryn Zachem. Wilkinson has represented Vodafone since its entry into the U.S. market in the late 1990s. Covington & Burling (Washington, D.C.): Regulatory: Stuart Eizenstat, Mark Plotkin, special counsel David Marchick, and associate David Fagan. Covington was to advise Vodafone on gaining approval from the Committee on Foreign Investment in the United States, which reviews foreign purchases of U.S. assets in strategically sensitive areas. For seller AT&T Wireless Services, Inc. (Redmond, Washington) In-house: General counsel Gregory Landis, deputy general counsel J. Walter Hyer III, associate general counsel Marilyn Gottlieb Wasser, chief counsel for federal government affairs Douglas Brandon, and senior corporate counsel Andrea Radosevich and Benjamin Stephens. (Brandon is in Washington, D.C.) Wachtell, Lipton, Rosen & Katz (New York): Corporate: Mark Gordon, Richard Katcher, Trevor Norwitz, Steven Rosenblum, Stephanie Seligman, and associates Ishai Grunfeld, Sarah Lewis, and Krishna Veeraraghavan. Antitrust: Ilene Knable Gotts and associate Damian Didden. Tax: Deborah Paul and associate T. Eiko Stange. Benefits: Michael Katzke and associate Jeremy Goldstein. Wachtell has represented AT&T Wireless since its spin-off from Bedminster, New Jersey-based AT&T Corp., another Wachtell client, in July 2001. Bingham McCutchen (Boston): Antitrust: Frank Hinman, Christopher Hockett, and associates Zorah Braithwaite, Todd Pickles, Sujal Shah, and Christina Wheeler. (All are in San Francisco.) Bingham has represented AT&T Wireless for more than a decade and had represented McCaw Cellular Communications before AT&T Corp. bought it for $11.5 billion in 1994. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo (Boston): FCC: Russell Fox, Sara Leibman, Howard Symons, and associates Susan Ferrel Duarte and Stefani Watterson. Corporate: John Pomerance. (All are in Washington except Pomerance, who is in Boston and is working with the Mintz, Levin communications lawyers and not on the corporate aspects of the deal.) Mintz, Levin has been AT&T Wireless’s primary FCC counsel for more than ten years and previously represented McCaw. For AT&T Wireless shareholder NTT DoCoMo, Inc. (Tokyo) In-house: General counsel Susumu Hirano, associate general counsel Yutaka Nakamura, and senior counsel Hajime Seki. Skadden, Arps, Slate, Meagher & Flom (New York): Edmund Duffy, Nobuhisa Ishizuka, Mitsuhiro Kamiya, and Kenton King. (Ishizuka and Kamiya are in Tokyo; King is in Palo Alto.) Skadden has represented NTT DoCoMo principally in connection with activities in the U.S. NTT DoCoMo acquired a 16 percent interest in AT&T Wireless in connection with its spin-off from AT&T. Nishimura & Partners (Tokyo): Koichi Kusano and Yo Oto.-D.M. Marcus is a reporter at The Deal. E-mail: [email protected]. William Aaronson (Davis Polk) Michael Aiello (Dewey Ballantine) Pamela Seymon (Wachtell, Lipton) David Robbins (Fried, Frank) Eric Krautheimer (Sullivan & Cromwell) Philip Richter (Fried, Frank) Stephanie Seligman (Wachtell, Lipton)

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