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When Sunnyvale-based Yahoo Inc. agreed to acquire San Diego’s Musicmatch for $160 million in a cutting-edge digital music deal this week, it sounded like the quintessential California deal. But two of the three law firms involved are based in New York. Skadden, Arps, Slate, Meagher & Flom guided Yahoo through the all-cash transaction announced earlier this week. And Weil, Gotshal & Manges provided intellectual property guidance to the Internet service giant. Skadden, which has handled Yahoo’s acquisitions work for nearly five years, doesn’t usually share its deals, said Skadden partner Marc Packer. “Skadden has the capability of doing all the IP work,” said the Palo Alto-based attorney. “Sometimes it comes up that another firm has already been involved,” which Packer said was the case with the Musicmatch deal. “And some clients like to split up their work among various firms to keep people hungry.” Both New York-based firms have ties to Yahoo’s legal department. Weil, Gotshal counsel Yar Chaikovsky was Yahoo’s chief patent counsel from 1999 to 2001. He and associate Adrian Percer conducted IP due diligence for Yahoo. In particular, the Redwood Shores-based lawyers analyzed litigation pending against Yahoo from music recognition technology company Gracenote in the Northern District in Oakland. Yahoo’s general counsel, Michael Callahan, worked at Skadden, Arps from 1995 to 1999. Packer, who worked with San Francisco partner Celeste Green, declined to provide specifics on the deal, which is part of Yahoo’s strategy to become a major player in the digital music arena. Los Angeles-based Paul, Hastings, Janofsky & Walker represented personalized music software company Musicmatch. The 7-year-old outfit’s assets include Musicmatch Jukebox software, which allows consumers to play, burn, download and organize music collections. Partner Carl Sanchez led a group that included associates Deyan Spiridonov, Claudia Simon and Dalen Copeland. Chaikovsky said Weil, Gotshal’s agreement with Yahoo prohibited him from talking publicly about the deal, which is expected to close by the end of the year.

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