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An unlikely legal player is at the front of one of this year’s largest real estate deals. Monday’s $4.9 billion acquisition of San Francisco real estate firm Catellus Corp. — which developed much of S.F.’s Mission Bay — by Denver developer ProLogis put tax lawyer Peter Ritter front and center. And while tax attorneys aren’t known for mergers and acquisitions, it wasn’t even Ritter’s first monstrous deal this year. The partner in O’Melveny & Myers’ San Francisco office played a similar role in a $2.5 billion deal between two real estate companies earlier this year. That’s because both deals involved real estate investment trusts, “essentially mutual funds for real estate,” Ritter said. Since the trusts are tax-free (profits, which are passed through to shareholders, are taxed), the single most important issue in mergers between REITs is that the companies maintain their tax status. That puts lawyers like Ritter in the hot seat. “The issue that comes up is REIT qualification,” he said. “It’s certainly an important piece, as compared to a non-REIT deal.” With that arcane legal province at the center of the merger, Ritter and a team of several other lawyers in O’Melveny’s L.A. office worked nights and weekends to push it forward. “It did come together relatively quickly,” said L.A.-based partner Mark Easton. “Public-company deals tend to do that because it’s extraordinarily difficult to preserve confidentiality when you have a whole lot of people involved.” The deal was important for ProLogis, Easton said, because the company, already strong in international markets, was aiming to bolster its California presence. And O’Melveny ended up in the mix partially because of a close relationship with Catellus CEO Nelson Rising, an O’Melveny lawyer from 1967 to 1972. “Part of the reason we have such a strong relationship with them is because of Nelson,” Easton said. The O’Melveny team was rounded out by partners Linda Griffey, Dean Weiner, Francis Thomas “Tom” Muller and Seth Aronson; of counsel Frederick McLane, Elizabeth Simon, Christine Tam, Robert Fisher and Rebecca Farrington; and associates Victor Chen, Christopher Morris, Carolyn Heiser and Anita Choi. ProLogis was represented by Mayer, Brown, Rowe & Maw. — Justin Scheck SUN MICROSYSTEMS-STORAGETEK Wilson Sonsini Goodrich & Rosati deployed an army of lawyers to Colorado to pave the way for Sun Microsystems Inc.’s $4.1 billion purchase of Storage Technology Corp. “It’s the biggest cash deal in technology that’s been done on both a friendly and strategic basis,” said Wilson Sonsini partner Martin Korman, who led the transaction for Sun. Teams of intellectual-property, litigation, corporate, real estate and tax attorneys did due diligence at StorageTek’s Louisville, Colo., headquarters while a separate contract negotiation team oversaw the logistics and tactics of the deal, the largest in Sun’s 23-year history. The deal, announced last week, is expected to be completed in late summer or early fall. Cadwalader, Wickersham & Taft partner Dennis Block was the lead counsel for StorageTek. Korman said he and his firm have worked with Block a number of times in recent years and they share a mutual respect. “Dennis is a smart guy with strong points of view,” Korman said. “We understood each other’s positions and were quickly able to settle our differences.” Under the terms of the deal, StorageTek stockholders will receive $37 per share in cash for each StorageTek share for an aggregate value of about $4.1 billion. Sun said the acquisition would make it a global leader in comprehensive network computing and data management. Sun provides servers to power corporate computer networks and Web sites. StorageTek makes tape drives, cartridge libraries and network management and backup software to help businesses store and manage data. The Wilson team included partners Katharine Martin, Selwyn Goldberg, Sara Harrington, Ivan Humphreys, Eileen Marshall, Marc Gottschalk and Susan Reinstra; of counsel Ralph Barry; and associates Todd Cleary, Jon Avina, Vijaya Gadde, Jennifer Kercher, Glenn Luinenburg, Mark Altman, Parag Gheewala, Margie To and Michelle Wallin. — Brenda Sandburg

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