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It was heaven or it was hell. It just depends on which coast a lawyer would call home. The knock-down, drag-out, 24-hour marathon bidding war over some Polaroid Corp. assets staged late last year was heaven for East Coast lawyers. That’s how Gavin Grover, a San Francisco Morrison & Foerster partner, saw it. But for West Coaster Grover, who represented the victor, the bankruptcy auction was a kind of lawyer hell. “It was a real East-Coast style,” Grover said. “It requires some real changes in mentality to play by those rules.” The marathon bidding war dragged over 24 hours while four companies fought over Polaroid’s identification systems division. The auction started early on Friday, Nov. 30, in the New York offices of Skadden, Arps, Slate, Meagher & Flom and wrapped up early the next day. Grover’s client, Digimarc Corp., won. Digimarc, based in Tualatin, Ore., agreed to buy the assets from Polaroid’s ongoing bankruptcy proceedings for $56.5 million. Getting to that finish line, however, was a colorful, or embarrassing, display of egos under pressure. While bankers took turns snoozing on the sofa, lawyers had toe-to-toe shouting matches or stormed in or out of the room for theatrical effect. Great stuff — for the Xtreme lawyer. Lawyers for Polaroid went around, and around, the room, asking the legal teams from the bidding companies to negotiate. It was real-time and on the record and lawyers spit out deal terms on the fly, often going back over the transcripts and fighting over what the scattered record meant. For Grover, it was an odd and interesting experience and one very different from what most Silicon Valley lawyers like him have grown accustomed to. “It was different from a West Coast deal, which is all about upside and win-win,” Grover said. Working on that deal, he said, was “like you’re negotiating a mergers and acquisitions deal and you’re sort of in litigation at the same time.” But in the midst of the raucous auction, Grover and his team — bankruptcy partners Mark Joachim and Adam Lewis as well as corporate partner Eda Tan — kept their West Coast cool, and won. “It was a game of poker,” he said, “and we kept very cool and calculated.”

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