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It reads like a murderer’s row of last year’s biggest deals: Time Warner�AOL; VoiceStream�Deutsche Telekom; SDL-JDS Uniphase; Honeywell�General Electric. Can you guess the New York law firm that worked on each of these blockbuster transactions? Skadden, Arps, Slate, Meagher & Flom? Davis Polk & Wardwell? Wachtell, Lipton, Rosen & Katz? Wrong. The correct answer is Dewey Ballantine. Each year the firm shows up in the background of dozens of big deals, supplying legal advice not to the principals, but to their bankers. This is the second consecutive year that Dewey sits atop our rankings of counsel representing investment advisers, again beating such all-star rivals as Sullivan & Cromwell and Simpson Thacher & Bartlett. How has Dewey come to dominate this niche of the M&A market? “It’s no big secret,” says Morton Pierce, the chief architect of Dewey’s second-chair strategy. “We went after it in a big way.” The firm’s focus was born of necessity. Pierce, 52, says that when he joined Dewey in the mid-’80s, the M&A field was dominated by a handful of top firms — and Dewey Ballantine wasn’t among them. Strategizing about how to establish the firm’s M&A practice, Pierce decided the quickest path lay through the investment banks. “You could go around and knock on every door in corporate America, but repping the bankers establishes you as a name with the companies,” he says. The plan worked well — at least for investment bank work. For the last five years Dewey has been at or near the top of the heap for counsel to investment advisers. Its performance is especially impressive because it has no historic relationships to anchor its investment banking practice, unlike Sullivan & Cromwell, which has long-standing ties to Goldman, Sachs & Co. By contrast, Dewey’s 92 representations last year were divided among a number of banks, led by Credit Suisse First Boston and Salomon Smith Barney. A larger question, though, is whether Pierce’s fundamental premise — that a firm can leverage its way into the top rung of M&A firms by representing investment advisers — is viable. Although Dewey occasionally shows up on the principals’ side of major transactions, such as Pierce’s representation of Triad Hospitals Inc. in its $2.2 billion acquisition of Quorum Health Group Inc., it generally lags far behind elite Wall Street firms on big deal work. “You can make some money [representing investment advisers to a deal], but it’s not what a top M&A lawyer would make, and I say that as someone who does some of that work,” says Victor Lewkow, a partner with New York’s Cleary, Gottlieb, Steen & Hamilton. Cravath, Swaine & Moore partner Richard Hall says his firm discussed going after more investment adviser work, but concluded it wasn’t worth the effort. “The economics of financial adviser work make it tough,” says Hall. “It’s pure partner brain work. In corporate M&A, you get leverage. There is a lot of drafting and grunt work for associates.” Hall says there is also a secondary problem with representing investment banks on deals: It creates numerous conflicts. “In the last two years, we’ve been forced to turn down three significant assignments because we had a previous commitment to represent a financial adviser,” he says. Pierce recognizes these limitations and says that these days his 60-lawyer M&A team actually spends more time working on principal representations rather than investment adviser work. Many of Dewey’s investment adviser representations are now handled by partner Denise Cerasani, a Pierce prot�g�. Cerasani says rivals wrongly assume that being investment adviser counsel is always a secondary role. “You can focus on the little universe of the bank, or be shadow counsel for the whole deal, or even become primary corporate counsel,” she says. Both Cerasani and Pierce say that representing investment banks entails giving the clients nearly unlimited access to firm lawyers. Pierce even left his wife and 10-year-old son at Disneyland last summer to hop up to San Francisco for a meeting. “It’s trite to talk about ’24/7′ [service] now, but before the Internet I was doing that,” Pierce says. “I was doing it the day I started being a lawyer.”

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