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Golden West Financial Corp. General Counsel Michael Roster used to tell outside lawyers in speeches that there were certain firms he would call in to do a major transaction, or (“God forbid”) a major investigation. He wouldn’t necessarily say who those firms were, but he would encourage outside lawyers to “stop trying to sell me your piddly stuff.” As it turned out, Wall Street’s Wachtell, Lipton, Rosen & Katz drew the ace card when it came to counseling the Oakland-based bank through what analysts are calling the year’s second-largest deal: the $24.2 billion cash and stock acquisition of Golden West by Charlotte, N.C.-based Wachovia Corp. “I’ve always watched who is strong in the bank-acquisition area and I always had it in my mind that if we had a significant matter we would call on them,” he says. “They are among the firms that still practice law. “There is no nonsense. There is no churning. There is no need to have 10 associates on a matter,” he adds. “This was done with six lawyers, total.” And it took just six days to forge the agreement. “This was done so quickly and the documents were so clean from the outset,” Roster said. “The deal was very focused. We had a very clear understanding of the business terms early on.” Sullivan & Cromwell chairman H. Rodgin Cohen, who represented Wachovia and has been counseling the company since the late 1970s, agreed. “We were able to do it quickly because Golden West is an extremely simple model,” Cohen said. “The due diligence has to be complete, but it is not a lot of separate businesses and separate products.” He added that his firm is used to working opposite Wachtell. Roster declined to say when he retained Wachtell for the deal, although The Wall Street Journal reported that two top Wachovia executives sold their bank shares valued at about $5.8 million around the time talks began around April 27 or 28. Under the terms of the transaction, which is expected to close in this year’s fourth quarter, each Golden West shareholder will receive a package of 1.051 shares of Wachovia common stock and $18.65 in cash. Herbert Sandler, a former lawyer, and his wife, Marion Sandler, acquired Golden West in 1963. The merger is expected to result in the loss of some 1,100 jobs, although Roster said the company hopes most of the positions will be shed through attrition. Roster, a former Morrison & Foerster partner who was also general counsel at Stanford University, said his company ordinarily utilizes other great firms: Orrick, Herrington & Sutcliffe for securities matters and Munger, Tolles & Olson and Musick, Peeler & Garrett for litigation. Sixteen attorneys practice in Golden West’s legal department, and Roster said that for now his department will continue to operate separately from Wachovia. One future possibility might be to build a regional legal staff; Wachovia already has some lawyers on the West Coast through its acquisition of Westcorp. Still, Roster said, “We have barely begun to have those discussions.” Wachtell’s team included partners Edward Herlihy, Lawrence Makow and Adam Chinn, and associate David Lam, as well as Golden West in-house attorneys Stephen Daetz, a former Cooley Godward lawyer, and Shawn Sax. Wachovia was represented by GC Mark Treanor and his team, as well as New York-based Sullivan & Cromwell partners Mitchell Eitel, Ronald Creamer Jr. and Marc Trevino, and associate Melissa Sawyer. � Marie-Anne Hogarth QUANTUM DEAL QUICK, NOT DIRTY Quantum Corp.’s acquisition of Advanced Digital Information Corp. was a merger of rivals in which the key legal details were worked out just a few hours. At least according to Martin Korman, lead Wilson Sonsini Goodrich & Rosati partner representing Quantum. “Ninety percent of the material legal issues were solved in an hour-long phone call,” Korman said. “We cut to the chase of what really mattered … there wasn’t any game playing.” The deal, valued at about $770 million, is expected to close in the next three or four months, pending ADIC shareholder and regulatory approval. The former competitors’ combined revenues have exceeded $1.2 billion over the last four quarters. Quantum, a San Jose data storage provider, will nearly triple its sales force and be able to leverage ADIC’s experience in the government sector and data management software. The two companies expect savings to come from economies of scale and manufacturing efficiencies in cost of goods sold, a reduction of redundant operating expenses and sharing of R&D and marketing costs, according to a Quantum press release. “Strategically, it made a great deal of sense for both parties,” Korman said. He declined to discuss details, but attributed the smoothness of negotiations to what he labeled a “well-seasoned internal team” that included Quantum General Counsel Shawn Hall and company CEO Rick Belluzzo. “This is a team that knows how to capture value from their acquisitions,” Korman said. “Their track record on integration speaks for itself.” The Wilson Sonsini team also included Palo Alto partners Steven Bochner, Robert Claassen, Marc Gottschalk, Julie Holloway and Selwyn Goldberg, and associates Scott Anthony, Jonathan Krueger, Robert Boudreau, Christine Foster; San Diego partner Ralph Barry and associate Jessica Janov; Virginia partner Eileen Marshall; Seattle associate Parag Gheewala, and contract attorney Rebecca Montgomery. The Perkins Coie team was rounded out by Seattle partners Evelyn Cruz Sroufe, Carl Crow, J. Thomas Cristy, Greg Mackay and Lance Bass, staff attorney Elizabeth Kristoferson, contract attorney Kelly Reinholdtsen and associates Brian Eiting, Alvaro Alvarez, Adriana Maestas, Laura Lintner and Neal Hudders; Washington, D.C., partner Barry Reingold, and Chicago partner Rich Peterson. � Petra Pasternak

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