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Asked when he joined New York’s Fried, Frank, Harris, Shriver & Jacobson, Arthur Fleischer Jr. jokes, “Do you remember when Hannibal went into Carthage?” In fact, it was 1958; Fleischer, now 68, made partner nine years later and has led the firm’s M&A practice for the past 30 years. Sound like someone ill-suited to lawyering in the era of the new economy? Well, in skittish times like last year, it apparently didn’t hurt to have a lawyer who’d been getting deals done since before modern M&A was invented in the mid-’70s: While plenty of firms saw their clients’ M&A work collapse under the weight of an aggressive regulatory environment and the fourth-quarter economic downturn, Fleischer suffered no casualties, completing more than $80 billion in mergers and acquisitions for clients. Like Hannibal’s elephants, Fleischer just keeps putting one foot in front of another, climbing an Alp or two as the deal requires. Fleischer had represented Bestfoods, the canned foods giant, for just over a year when it received an unsolicited takeover bid from Unilever PLC, the Anglo-Dutch conglomerate, last May. For the next five months, Fleischer and his team of more than 20 lawyers negotiated potential deals with several other companies on Bestfoods’ behalf. Along the way, Unilever upped its offer to $73 per share from an initial bid of $61�$64. Finally, at the 11th hour, Fleischer and his team pulled an all-nighter, hammering out a proposal from an alternate merger mate (whom Fleischer declines to identify) to present to the Bestfoods board. With a real choice, the directors selected Unilever. “It was an extraordinary transaction,” says Fleischer. “Early on, we were working on four separate deals, then it was down to two. We were creating the competitive pressures sufficient to get the best price.” The deal with Unilever closed in October, valued at $24 billion, making it the world’s 14th-largest M&A transaction of the year, and the ninth-largest transaction involving at least one U.S. principal. Other deals handled by Fleischer in 2000 include Chevron Corporation’s $43 billion acquisition of Texaco Inc., the world’s sixth-largest M&A deal in 2000 and the fourth-largest involving at least one U.S. principal; utility FirstEnergy Corp.’s $12 billion acquisition of GPU Inc., which created the sixth-largest energy concern in the U.S.; and WPP Group $4.7 billion all-stock merger with Young & Rubicam Inc., which created the world’s largest advertising agency. (In the Chevron and WPP deals, Fleischer represented the acquirers; in the FirstEnergy deal, he was on the target’s side.) “My experience with Fleischer over the years is that he deals with substance and not with nonsense,” says Dennis Hersch, the Davis Polk & Wardwell partner who sat across the table from Fleischer in the Chevron deal. “There are a lot of lawyers who deal with the nonsense. You come to appreciate the ones who know where the important issues are.” Those who have worked with Fleischer characterize him as an imposing presence (being 6 feet 3 may have something to do with that) who shoots straight, walks softly, and reads deal documents closely enough to spot errant commas. Temper tantrums and staged exits are not his style. “The classic function of an adviser is to separate business from emotional conduct,” says Fleischer. “People accuse me of being like the tin man — I have no heart.” But despite the long list of deals, Fleischer and Fried Frank did confront serious challenges in 2000. Among them was the departure to Latham & Watkins of Charles Nathan, who had lateraled to Fried Frank in 1995 after 18 years at Cleary, Gottlieb, Steen & Hamilton and 10 years as an investment banker. Nathan recalls that during his first M&A deal as a lawyer — the $50 million hostile takeover of Heli-Coil Corporation by MITE Corporation in 1969 (“in those days a big deal”)– he sat at Fleischer’s feet and took notes. “He had already been practicing for 10 years and was very distinguished,” Nathan says. “I was still a kid.” Some say Nathan’s departure signals a crack in Fried Frank’s, and Fleischer’s, historically rock-solid M&A practice. Not true, say firm partners, indignant at the suggestion. “The firm will suffer no loss of capacity,” says one partner, who plans to stay put. “The practice is incredibly strong, with different generations of M&A lawyers who are among the best in the country,” says another. And Fleischer says that he plans to stay “very much in the fray,” even after 30 years. “One day,” he says, “they’ll put a lily on my chest, put me in a box, and carry me out.” Until then, he intends to keep marching up and down the M&A mountain.

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