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During the past two decades, New York’s Davis Polk & Wardwell and client RJR Nabisco have stuck together like paper and glue, no matter how unlikely the circumstances. Their relationship even withstood withering scrutiny in a best-selling book. Lawyers with Davis Polk connections have handled the buying and selling of the company, and sometimes ended up running it as well. But the sale of Nabisco Holdings Corp. to Philip Morris Cos. Inc. could end — or at least change — that relationship. Davis Polk had already been representing RJR Nabisco for ten years when chief executive officer F. Ross Johnson attempted his infamous leveraged buyout of the company in 1988, a spectacular failure chronicled in “Barbarians at the Gate.” When the company ended up in the hands of Kohlberg Kravis Roberts & Co., everyone at the firm was disappointed “because one, we don’t like to lose, and two, we assumed at that point that we had lost a client,” says Davis Polk’s M&A partner William Rosoff. But it turned out that Davis Polk’s connection to RJR was far from over. Maintaining a relationship with RJR Nabisco throughout KKR’s regime, litigation partner Steven Goldstone — who’d led the Davis Polk team working on the LBO — became RJR Nabisco’s general counsel in February 1995. By the end of that year, he was CEO. Fresh Davis Polk blood followed: In 1997, with the general counsel slot vacant, Goldstone turned to Rosoff, his friend and pupil at Davis Polk. “I had no idea why he wanted to meet me at 9:30 at night for a drink,” recalls Rosoff. “The one thing I didn’t think was that he would ask me if I would come over there as a general counsel. . . . Two drinks and a couple hours later, I pretty much said I would do it.” During his first week on the new job, Rosoff found himself immersed in the tobacco industry’s settlements of suits filed by state attorneys general. From there, Rosoff had to warm legislators to the settlement, sell the company’s international tobacco business, and fend off takeover rumblings from disgruntled shareholder Carl Icahn. At that point, Davis Polk’s ties to RJR Nabisco were closer than ever, with the firm having supplied the company with a CEO and a general counsel. But last year, after Goldstone and Rosoff orchestrated a split of RJR Nabisco’s tobacco company from its food business, Rosoff knew he would soon be heading back to Davis Polk. “I restructured myself out of a job,” Rosoff says. “I came back to Davis Polk wondering, ‘All right, what the hell am I going to do now?’ . . . I had a lot of friends that I was happy to see, an office that was a lot smaller than the one I had at Nabisco, and no work.” But that wouldn’t last long. Last February, when Icahn announced a bid to take over Nabisco, Rosoff — now representing Nabisco at Davis Polk — fended off Icahn by coordinating the auction that led to Philip Morris’s $14.9 billion bid for Nabisco in June. After the sale, Philip Morris plans to unite Nabisco with its Kraft Foods unit. Rosoff says he hopes that Davis Polk will pick up work from the combined company but notes that Kraft has its own lawyers (the acquisition is being handled for Kraft by Wachtell, Lipton, Rosen & Katz, Hunton & Williams, and Arnold & Porter). But when it comes to Nabisco’s ties to Davis Polk, never say die.

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