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Wilson Sonsini Goodrich & Rosati lawyers must be wiping sweat from their brow. Escorting Google Inc. to market last week sure didn’t look easy. Google’s “owners have a reputation of being very headstrong and doing things their way, which can be very hard for a lawyer,” said one Silicon Valley corporate partner who asked to remain anonymous. Members of Wilson Sonsini cannot comment for this article due to the SEC-imposed quiet period that attends IPOs. Google sold 19.6 million shares at $85 each on Aug. 18, raising $1.67 billion after its first day of trading. The price — while reminiscent of boom time figures — was well below what Google’s founders had hoped. They originally priced the shares in a range from $108 to $135 apiece. Wilson Sonsini has represented Google since Chairman Larry Sonsini incorporated the company in 1998. But even a close relationship couldn’t keep the Mountain View-based company from stubbing its toe on the way to market. Among other pre-IPO legal woes, Google potentially violated SEC laws by failing to register 23 million shares and 5 million options. And in the run-up to the sale, the company paid $300 million to rival Yahoo to settle a dispute over technology that matches ads to Web searches. Even Google’s general counsel, David Drummond, got his feet stuck in the mud. In July, the SEC began investigating Drummond, a former Wilson Sonsini partner, for allegedly violating securities laws while he was a senior executive at SmartForce. (Google bosses stood behind Drummond, who remains GC.) The company came under scrutiny again on Aug. 14, when an interview in Playboy magazine showed up on newsstands. Though the interview with Google’s founders had been conducted in April, shortly before Google filed for its offering, the article could have been deemed a violation of SEC guidelines that forbid executives from talking publicly about their company in the run-up to an IPO. The SEC didn’t penalize the company, but made it attach the article to its prospectus, something Weil, Gotshal & Manges partner Rod Howard calls “unheard of.” “You never want to do anything off-the-cuff in a prospectus because it needlessly increases the risk of lawsuit from investors,” he said. Another local partner, who asked to remain anonymous, noted, “All the little problems really come home to roost if it means you have to go out in August versus June. The stock market is down hundreds of points since they filed. That’s billions of dollars of valuation.” Google’s stock has climbed strongly since its debut, closing Wednesday at $106 per share. Sonsini’s team includes partners David Segre, Christian Montegut and Chris Fennell and associates Donald Harrison, Jon Avina and Phuong Phillips. New York-based Simpson Thacher & Bartlett represented underwriters Morgan Stanley and Credit Suisse First Boston. — Adrienne Sanders BANKERS’ HOURS Latham & Watkins clinched a $750 million debt offering for Safeway just before investment bankers traded their briefcases for travel bags. “This is a deal that slipped in under the line of the August shutdown,” said San Francisco-based Latham & Watkins partner Tracy Edmonson. “I was happy to accomplish that in the first two weeks of August.” Capital market transactions are rare in the latter part of August because the investment banking community typically reserves those two weeks for vacation. So Edmondson wasted no time putting together the all senior notes offering. Two weeks to finish the transaction, “including filing the registration statement, getting it declared effective and doing our deal, is pretty darn fast,” said Edmondson, adding that the company’s good planning and luck in getting a quick response from the SEC expedited the deal. “Safeway is a good investment grade company and that helps too, but if we had been reviewed by the SEC, it wouldn’t have happened until October.” The company expects to use most of the net proceeds from the offering to repay debt. Edmondson plans to use her summer downtime to finish back-to-school shopping for her three sons and catch up on reading. “T.C. Boyle’s “Drop City” is on the top of the stack,” she said. Sidley Austin Brown & Wood represented underwriters Goldman Sachs & Co., Citigroup and Deutsche Bank Securities. In addition to Edmonson, Latham & Watkins’ team included associates Barton Carter and Bryan Goldstein. Sidley Austin Brown & Wood’s group included partners Paul Pringle and Eric Haueter. Associates Nicolai Hinrichsen and Rebecca Keppel rounded out the team. — Adrienne Sanders

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