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Fending off Larry Ellison is not easy. And it’s not cheap. In its quarterly earnings statement released last week, PeopleSoft Inc. disclosed that the cost of defending itself against Oracle Corp.’s hostile takeover bid for the first three months of the year was $12.8 million. To date, the company said it had spent $55 million. The figures likely account for a variety of professionals, including investment bankers and accountants. But a good portion of the expenditure is flowing to a coalition of elite law firms, fighting for the company’s independence on several fronts. At least six different firms are representing PeopleSoft in its 10-month tussle with Oracle. “It would be hard to overestimate the number of lawyers involved in this process,” PeopleSoft Chief Financial Officer Kevin Parker told analysts in a conference call last week. “We have outside counsel with a variety of expertise and specialties that are advising the company and advising the board of directors on almost every aspect, from the European Union to the Justice Department, to their fiduciary responsibilities,” said Parker. Carr & Ferrell’s Gary Reback is leading the antitrust efforts on behalf of PeopleSoft. He is working with Cleary, Gottlieb, Steen & Hamilton and Britain’s Linklaters — as well as local counsel in Delaware — in matters stretching across a spate of jurisdictions and time zones. In an attempt to halt the takeover, PeopleSoft also has a suit pending against Oracle in Alameda County, Calif., Superior Court, in which Folger Levin & Kahn is representing the company. Meanwhile, Gibson, Dunn & Crutcher is representing PeopleSoft in corporate and securities issues relating to the Oracle bid. On the flipside, Ellison’s Oracle has spent a total of $43.4 million on the proposed acquisition. The company has retained Bingham McCutchen and Davis Polk & Wardwell for the Alameda County suit, and Richards, Layton & Finger for the Delaware suit. It is not clear how much of Oracle’s acquisition costs have been spent on the various firms. The meter for PeopleSoft’s legal fees won’t stop running anytime soon, with the company estimating having to spend another $10-12 million in the second quarter. In June, the Department of Justice’s suit to block Oracle’s proposed acquisition of PeopleSoft gets under way in San Francisco federal court. While PeopleSoft is not a party to the DOJ case, the company has racked up plenty of legal fees as a result of it. “Technically the case is between the U.S. government and Oracle,” said Reback. “However, Oracle is taking extensive discovery of people, and the DOJ is also taking extensive discovery. So the company is incurring a lot of legal expenses.” To help him respond to all the subpoenas and information requests in the DOJ case, Reback says co-counsel Cleary Gottlieb has dispatched “armies of lawyers.” “We’re preparing, essentially, for a trial,” Reback said. The millions of dollars PeopleSoft is spending to fight Oracle is not surprising, say some experts. In a bet-the-company case such as defending against a hostile takeover, you want the best legal team money can buy, said legal consultant Peter Zeughauser. “You don’t go skimping around looking for discounts,” he said. It’s not clear whether PeopleSoft has negotiated a special billing arrangement with its various outside attorneys, or whether the company is being billed by the hour. Reback said he is charging his standard hourly rate, while Gibson Dunn’s Douglas Smith declined to comment on his firm’s billing arrangement with PeopleSoft. PalmOne Inc. General Counsel Mary Doyle said that a company’s dependence on its outside counsel during critical legal matters can make it tough to negotiate special billing arrangements. “While a budget of that size theoretically should give PeopleSoft considerable leverage in negotiating an advantageous billing arrangement with its counsel, a circumstance of that sort — where the company needs to rely on established counsel that knows it well — gives the law firm a lot of leverage, too,” Doyle said.

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