Fenwick Goes Full Circle with VeriSign

Fenwick & West partner Jeffrey Vetter hopes business bonds will be strengthened after the firm helped VeriSign sell off part of its business to eBay's PayPal in a $370 million deal.

Hurricane Threat Delays Symantec Deal
Mayer, Brown lawyers in Houston dropped everything and ran when Hurricane Rita threatened the Gulf Coast, but it was back to business a couple of days later.

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It’s all in the family for Fenwick & West, which years ago advised VeriSign Inc.’s parent company, only to help it wave goodbye this week to one of its many businesses. In a $370 million cash-stock transaction, Mountain View-based VeriSign sold off its payment gateway business to PayPal Inc., an eBay Inc. subsidiary and the largest online payments company. Additionally, eBay and VeriSign announced a strategic alliance that called for collaboration on payment services and security initiatives for e-commerce. VeriSign was spun out from RSA Data Security, a company that Fenwick once advised. Fenwick eventually gave up RSA to Tomlinson Zisko because of a conflict of interest with another client. It was Tomlinson that was instrumental in spinning out VeriSign, although Fenwick also did work for the new company. Fenwick partner Jeffrey Vetter, who helped take VeriSign public in 1998, worked on the deal with PayPal. “It’s not like you are selling a stand-alone company,” Vetter said. “You have to figure out which assets stay with the firm, and which go.” An advantage to selling off a division of a company is the potential for the assisting law firm to keep the client. “Well, I hope so,” Vetter said. “This is just their payment business. They have other businesses,” including a dot-com domain name registry, among others. For lawyers at Cooley Godward, which represented eBay, there seems to be no shortage of opportunities for work from the Internet giant. Already the firm has worked a string of varied deals for the San Jose-based company. “This year, there has been quite a number of [eBay deals] � Rent.com, Skype, Shopping.com and this one,” said Cooley associate Jane Ross. Fenwick’s team also included partners E.A. Lisa Kenkel and Michael Farn, and associates R. Gregory Roussel, Michael Blum, Yoonie Chang, Jennifer Hill and Morgan Fong. VeriSign’s legal team included General Counsel James Ulam and associate general counsel Paul Hudson. On the Cooley team with Ross were partners Keith Flaum, Carolyn Craig, Michael Stern and William Galliani, as well as associates Charles Schwab and Satya Narayan. Also on the eBay team were General Counsel Michael Jacobson, associate general counsel Brian Levey, senior counsel Nathan Linn, deputy general counsel of litigation and IP Jay Monahan, senior patent counsel Emily Ward, corporate counsel Heidi Holter and PayPal General Counsel John Muller. � Marie-Anne Hogarth RIDING OUT THE STORM Symantec Inc.’s recently announced $209 million acquisition of Houston’s BindView Development Corp. was a pretty straightforward merger � except that it was interrupted by a natural disaster. Daniel Winnike, the lead partner at Fenwick & West representing Cupertino-based software security provider Symantec, said the threat of Hurricane Rita shut down negotiations for a couple of days while lawyers on the ground in Houston evacuated their offices to seek refuge. “We had to suspend negotiations for a few days to tend to more important business,” Winnike said, adding that he wasn’t there during the hurricane threat. The Houston offices of Mayer, Brown, Rowe & Maw, representing regulatory and compliance software company BindView, were evacuated from Sept. 21-24. Mayer’s lead attorney in the deal, Robert Gray Jr., was among the millions stuck in traffic the morning of Sept. 22, attempting to get away from the coming storm. Gray said he inched ahead a total of three miles in 2 1/2 hours, did the “gas math” and realized he wouldn’t make it the 185 miles to Austin. “I turned around and went home and waited out the storm,” he said. “That was an interesting part of the transaction,” he added, “trying to move the deal forward when no one is in town.” The all-cash transaction, announced Oct. 3, is subject to BindView shareholder approval. The more than 52 million shares, valued at $4 a piece, are expected to close in the first quarter of 2006. Also assisting on the Mayer, Brown team were partners B. Alan Van Dyke and Debra Hoffman; counsel Karen Grotberg and Kim Leffert; and associates Saul Laureles, Elefteris “Terry” Velesiotis, Marc Rome and Matthew Koenders. Assisting from Fenwick were partners Scott Spector, Stephen Gillespie and Ronald Schrotenboer; of counsel Mona Clee; and associates Garth Bossow, Eugene Chung, Liza Morgan, William Herochik, Nandini Acharya, E. Tracy Randall, Morgan Fong, Chad Woodford and Timothy Fitzgibbon. General counsel for BindView was D.C. Toedt III. � Petra Pasternak

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