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San Francisco—James Shaughnessy wasn’t worried about job security when he took on the general counsel post at PeopleSoft Inc. nearly a year ago. Although the company was in the midst of fending off Oracle Corp.’s hostile takeover, Shaughnessy felt optimistic that the U.S. Department of Justice would block the acquisition. Even if that failed, he said, the chance to participate in the battle was irresistible. “It’s ironic, because the risks made it attractive,” Shaughnessy said. In December-six months after Shaughnessy left his post as deputy general counsel at Hewlett-Packard Co. to join PeopleSoft-the company succumbed to Oracle’s final $10.1 billion offer. The merger of technology companies frequently means their legal departments are consolidated and many lawyers are left out on the street. With Oracle’s acquisition of PeopleSoft, almost all of PeopleSoft’s 50-lawyer legal department was laid off. But the strength of the department’s lawyers-at least in part because of their handling of the merger-has meant that most have already landed on their feet. Some have found jobs at other companies, two have opened their own firms and others, including Shaughnessy, are taking time off before looking for a new position. A tough market But others may find the in-house market tough to crack. “It’s insanely competitive,” said consultant Gary Davis. “A lot of people with glow-in-the-dark r�sum�s” are trying to get jobs.” Davis, of Patterson & Davis Consulting, said PeopleSoft lawyers may have an edge in the market. “They saw a lot while they were there, particularly at the end,” he said. “I would imagine they would be sought after.” Shaughnessy, 50, said he hasn’t started looking for a new gig, but is interested in either a traditional general counsel position with a company of PeopleSoft’s size or larger, or a more entrepreneurial job where he could be involved in business strategy as well as legal affairs. “[PeopleSoft] was one of the most transformational career experiences, the likes of which come by every five to seven years,” said Shaughnessy, who is now living in Houston. Others in PeopleSoft’s legal department also said they gained valuable experience in the takeover. As a Securities and Exchange Commission and governance lawyer, Carol Vanairsdale said she was exposed to disclosure and other issues in one year “that at other times would have taken a lifetime to get.” David Chavez, PeopleSoft’s assistant general counsel, said he was consumed with helping to coordinate the swarm of activity: providing information to the Department of Justice, which was in trial to block Oracle’s takeover; rapidly learning Delaware corporate law to defend against Oracle’s suit and various shareholder suits; and making sure customers continued to buy PeopleSoft’s products. “It always felt like we were under siege from all sides,” he said. After being laid off, PeopleSoft employees received at least four months’ severance pay. And PeopleSoft founder David Duffield, who returned to the company as CEO during the takeover battle, set up a fund for laid-off employees who are having trouble finding new jobs. They can apply for cash grants of up to $10,000. As a senior vice president, Shaughnessy is receiving 18 months of base salary plus bonus pay and health care benefits. He also made more than $2 million exercising his stock options. At the time he joined the company, he owned 25,000 PeopleSoft shares and had the option to purchase 250,000 additional shares at a price of $17.57. The stock price was $26.50 at the time of the takeover.

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