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San Francisco—PeopleSoft Inc.’s capitulation to Oracle Corp.’s hostile takeover brings to an end 18 months of bitter drama—and a feast of work for law firms. For lawyers involved in the saga—which started with PeopleSoft’s acquisition of J.D. Edwards in 2003—the work leading up to the recent $10.3 billion deal has been all-consuming. “It has been as complicated as any project I’ve ever worked on,” said Douglas D. Smith, a partner in the San Francisco office of Los Angeles’ Gibson, Dunn & Crutcher involved on PeopleSoft’s side from the start. “The fact that it was hostile, that it was initially an attempt to bust up a transaction, that we had to renegotiate that transaction,” he said. The battle brought out scores of lawyers at a host of firms. 35 core lawyers Oracle’s antitrust counsel at Latham & Watkins alone had about 35 core lawyers working an average of 300 hours a month at the peak of the antitrust case, said Latham’s Daniel Wall. His team produced enough documents, he said, to fill the entire cargo hold of a red-eye flight from San Francisco to Washington. “We defended over 90 depositions in about four weeks,” Wall said. “We did in maybe six months the amount of work we typically do in a period of three years.” Latham lawyers were still taking depositions in another branch of the case when Wall contacted them on Dec. 12 to tell them a deal had been struck. Oracle’s lead corporate counsel, Davis Polk & Wardwell of New York, used a team of three partners and 10-plus associates in litigation in Delaware over PeopleSoft’s anti-takeover provisions. “It was a war being fought on multiple fronts,” said Davis Polk’s William Kelly. Oracle also employed lawyers from Bingham McCutchen, Morrison & Foerster and Washington-based Howrey Simon Arnold & White at various stages. PeopleSoft, meanwhile, also deployed Cleary, Gottlieb, Steen & Hamilton of New York and California firm Folger Levin & Kahn. As this legal tank came to a grinding halt last week, lawyers talked of taking some much needed time off. But Baker & McKenzie may be gearing up to do more work for a long-time client. “We’ve worked for Oracle for many years on tax matters and international matters,” said partner John McKenzie in San Francisco. “We’ve had some discussions with them that are still preliminary.

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