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ORRICK PARTNER POURS EFFORT INTO $ 185M WINERY SALE Guiding Napa Valley’s famed Stag’s Leap Wine Cellars in its $185 million acquisition by winemakers Ste. Michelle Wine Estates Ltd. of Washington state and Italy’s Marchese Piero Antinori wasn’t like a lot of deals, in which it’s all about the money, said Raymond Ellis, an ORRICK, HERRINGTON & SUTCLIFFE lawyer who represented Stag’s Leap. “They put it up for sale not for the highest price, but for who would take care of the business,” the San Francisco tax partner said. “That was the guiding principle throughout the deal,” agreed John Cook, an Orrick corporate partner also in San Francisco. That meant that due diligence included looking at how the buyer would maintain the quality of the wine. It also meant hammering out a provision dealing with Stag’s Leap owner Warren Winiarski’s control over the rights to his name, since each bottle bears his signature. “Warren’s not going to want his name put on a wine that doesn’t meet his standards,” said Cook. As part of the transition, Winiarski will also remain on as consultant for three years, he said. And the Winiarski family will keep its Arcadia property to grow grapes for the winery’s estate chardonnay and cabernet sauvignon. The work also was unique because it was Ellis who brought the deal to Orrick. In many big firms, tax lawyers are so-called service partners who work primarily on deals that the corporate lawyers bring through the door. In this case, Ellis had done work for Stag’s Leap for about 15 years. He’d been helping the family-run business with estate planning for the eventualities of passing the winery to the next generation or putting it up for sale. Happily for Ellis, he’s sampled more than just the winery’s legal matters. He called the Cask 23 and the Fay, two estate cabernet sauvignons, “excellent.” The Orrick team also included corporate partners Richard Smith and James Black, corporate of counsel Elizabeth Lefever, tax partner Steven Malvey and summer associate Cara Cassidy � all in San Francisco. BINGHAM MCCUTCHEN represented Ste. Michelle Wine Estates in the acquisition, and in the formation of the acquiring joint venture with Marchese Piero Antinori. The Bingham team was led by San Francisco partners James Fowler and Thomas Reddy, who were assisted by partners Bartley Deamer, Geoffrey Willis, EdwardDoc” Merrill III, Beth Parker, Byde Clawson and Jeffrey DuRocher; counsel Timothy Carlstedt, Marta Palacios, Mia Weber Tindle and Douglas Wance; associates Young Kim, Camarin Madigan, Aaron Schur, George Fox, Betsy Carroll and Kiran Jain; and summer associate Claire Kalia � all from offices in San Francisco, Silicon Valley, Walnut Creek, Los Angeles and Orange County. Others assisted from Boston and Washington, D.C.

Zusha Elinson

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