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The deal market has returned, as big as Bill Clinton’s fabled appetites. Not since 2000, the last year of the Clinton presidency, have the transactional and equity markets been so fat. The bounce isn’t taking the markets back to the frothy levels of the late 1990s, but will certainly help inflate the revenues of dealmaking firms, such as Simpson Thacher & Bartlett and Skadden, Arps, Slate, Meagher & Flom. Simpson and Skadden, for example, placed second and third, respectively, in the mergers and acquisitions league table for principal’s counsel, based on the value of deals. (Wachtell, Lipton, Rosen & Katz was first.) In the high-yield market, Skadden and Simpson ranked first and second, respectively, in their work for issuers, based on the number of deals they handled. December was the kindest month for corporate transactions. Fifteen percent of the value of U.S. deals last year came in the final month. For the year, volume topped $830 billion, up sharply from $570 billion in 2003 but less than half the 2000 total. Nearly half the deals were concentrated in three markets — financial services, telecommunications, and energy and power. Private equity funds, flush with proceeds from fund-raising campaigns, helped power the market. Leveraged buyouts accounted for 8 percent of the announced deals, the highest level since 1989 and more than twice the percentage in 2003. Simpson Thacher (with $22 billion of deals) and Weil, Gotshal & Manges ($10 billion) top our private equity league table. That work is not going away anytime soon. There may be as much as $100 billion in uninvested capital, by some estimates, in private equity funds. Rates on high-yield debt, which round out the financing of these deals, are historically low. But with so much easy money sloshing around, how long can the good times last before deals start to go bad? The grim reapers of the bankruptcy and reorganization bar are looking on the horizon for the next bubble to burst. They are winding down their work from the Enron era, and while fees keep rolling in, new work does not. Equity offerings nearly tripled to $43 billion in 2004. While the two largest transactions were for insurance companies, six of the top 10 raised money for the once moribund technology and Internet sectors, most notably Google Inc. For those who prefer to see the deal economy through the eyes and actions of corporate lawyers, The American Lawyer presents its annual “Dealmakers of the Year,” a look at those lawyers who helped craft and execute many of the biggest deals of 2004. We tried to pick lawyers on the basis of their contribution to the success of a transaction rather than simply the size of a deal. Our dealmakers are masters of execution, complexity, negotiation and, ultimately, connections, all of which play out with greater frequency on an international stage. Meet Carmen Chang. A native of mainland China who moved to Taiwan as an infant just before Mao came to power, she had to navigate the tensions and hostilities between those nations as she helped to bring Semiconductor Manufacturing International Corp. of Shanghai public. At the same time, she needed to satisfy two sets of regulators, negotiate with multiple classes of investors, and handle the fallout from a competitor’s IP and trade secrets suit that could have derailed the IPO. There was nothing cookie-cutter about the $1.8 billion offering, which required Chang, a partner at Shearman & Sterling, to make eight trips to Asia, but brought good fortune to her client. In the case of Joseph Frumkin, a partner at Sullivan & Cromwell, his connections and credibility helped Cingular Wireless LLC transform what looked like a losing bid for AT&T Wireless Services Inc., into a $41 billion winner. Executives at SBC Communications Inc., and Bell South Corp., Cingular’s parents, had thought they lost an auction to Vodafone Group Plc and were gathering for a last supper. Frumkin’s last-minute maneuvering helped rescue the bid. As Carlyn Kolker writes: “In the intimate world of dealmaking, knowing the players can translate into hitting the jackpot.” Within hours of Frumkin’s call to AT&T Wireless’s lawyer, the Cingular bid had passed muster, and the downer dinner turned into a Champagne breakfast. What unites our dealmakers is their ability not just to spot multidimensional issues and problems but to solve them, under pressure, with laserlike focus and prismlike analysis. David Sorkin, a partner at Simpson Thacher & Bartlett, needed to marshal these talents two weeks prior to the closing of a private equity club purchase of Texas Genco Holdings Inc., when asbestos liability emerged as a potential deal-breaker. Sorkin methodically dissected the risk, established a pool of potential litigants, looked at the specifics of the previous cases and even talked to asbestos litigation. It’s not enough, however, to master microscopic intricacies of a deal. These lawyers also need to speak many languages, even if they never leave the United States. Faiza Saeed, a partner at Cravath, Swaine & Moore, handled the IPO of DreamWorks Animation SKG Inc. “This deal involved lawyers, bankers, investors, artists and filmmakers,” says her partner Stephen Gordon. “[Saeed] spoke all their languages.”

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