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If there were an all-star team of M&A lawyers, Daniel Neff of New York’s Wachtell, Lipton, Rosen & Katz would be the utility player, floating from industry to industry. Reviewing the various multibillion-dollar deals the 48-year-old partner worked on last year inspires incredulity. In March, Neff was in Las Vegas helping Steve Wynn sell Mirage Resorts to MGM Grand for $4.4 billion; a month later he was in the Texas oil patch working with Anadarko Petroleum to acquire Union Pacific Resources for $4.4 billion. In July, Neff handled the year’s biggest cross-border merger, selling wireless communications giant VoiceStream to Germany’s Deutsche Telekom for $54 billion. While winding up that deal, Neff got a call to represent cereal-maker Kellogg in its acquisition of cookie-baker Keebler for $4.5 billion. Neff ended the year in California selling Litton Industries to defense contractor Northrop Grumman for $5.1 billion. Whew. Amazingly, Neff says last year was nothing out of the ordinary. “I have had years that were more productive, some less so. It did seem weighted to more complex transactions.” Litton Industries Inc. general counsel John Preston has worked on a half-dozen deals with Neff and says a couple of things set Neff apart from most lawyers he knows. One is his understanding of the business culture’s need to stay aggressive. “He doesn’t always say, ‘Here’s how you avoid risk.’ He’ll say, ‘Here’s how you take it.’ “ Second, Preston says that Neff stays dispassionate under fire: “On any major deal, there almost always comes a walk-away stage.” When that stage comes, Preston says, Neff can quickly assess whether a position is sound and ought to be stuck to, or whether it’s out of bounds. And if Neff thinks the client is being unreasonable, Preston says he isn’t shy about letting the client know it. “He’d say ‘John, you’re really pushing the envelope here — here’s what you should be concerned about.’ “ A big part of Neff’s appeal to clients is personal. J. Stephen Martin, general counsel to Houston-based Anadarko Petroleum Corporation, first encountered Neff three years ago, when Martin was shopping for a deal lawyer to help Anadarko with a potential acquisition. Martin found that, even though Neff was based in New York, he had a topnotch reputation around Houston as a guy who knew the oil business. Martin first thought he and Neff would have little in common. “It was definitely a ‘Texas cowboy meets New York lawyer’ kind of thing,” recalls Martin. But the two hit it off almost from the start. Like Preston, Martin views Neff as “an unflappable character,” and an “honest broker,” who isn’t afraid to “tell it straight to the business guys.” These days Martin and Neff talk on the phone every couple of weeks. “He’s become a friend and I think the world of him,” says Martin. “He’s my go-to guy on M&A.” Janet Kelly, general counsel at Kellogg Company, worked with Neff while she was an associate at Wachtell in the mid-’80s. She says many of the qualities that made Neff a good mentor then carry over into relations with his clients now. “He’s patient and leads people at the speed they want to go,” says Kelly, “It comes across that he genuinely cares.” Kelly recalls that while they were working on the Keebler Foods Co. acquisition, Neff brought up a decade-old episode from her days at Wachtell, when he’d made her stay in California to work over a Thanksgiving holiday. “I’d forgotten all about it,” she says. “He hadn’t.” Neff does have some quirks, according to people who know him. Wachtell partner David Katz says that when they travel together to work on a deal, Neff often carries more documents in his suitcase than clothes. “Clients are pretty impressed with that,” Katz notes. Brian McCarthy, general counsel for Pacific Capital Group Inc., and a former partner in the Los Angeles office of Skadden, Arps, Slate, Meagher & Flom, first met Neff in the early ’80s, when they were both associates. After one all-night negotiating session at Wachtell’s offices, McCarthy snuck into a darkened office to grab a nap. Neff, just back from vacation, walked in and flipped on the lights. “Who the hell are you!” the Wachtellian demanded. (Neff doesn’t recall the incident but defers to McCarthy’s memory.) During the next two decades the lawyers came to know each other well, working on opposite sides of about 10 deals. “The Skadden-Wachtell rivalry was often hand-to-hand combat,” recalls McCarthy. “But the thing I liked about him is that you could be across the table at 2 a.m., arguing about breakup fees, and an hour later have a personal discussion about family and kids.” As with all Wachtell lawyers, Neff’s services come with a stiff bill attached. Litton’s Preston says that, because of the cost, he won’t use Neff on run-of-the-mill transactions. “Dan understands that,” says Preston. According to people with knowledge of the transaction, Wachtell received a multimillion-dollar fee for its work on the Anadarko�Union Pacific deal, which involved about three weeks of hands-on attention. Anadarko’s Martin wouldn’t comment on the firm’s fee, but confirmed that Wachtell doesn’t work cheap. “The thing I like is they get paid for results,” says Martin. “If it doesn’t get done, they don’t get paid — they just try to make it up on the next one.”

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