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David Katz struggled with French in college. No matter how hard he worked, he could never manage better than a B. Still, it hasn’t stopped the Wachtell, Lipton, Rosen & Katz partner, who is stationed in New York, from building a robust French practice. Last year, in particular, Katz had plenty of opportunity to hone his language skills. He represented France’s Sanofi-Synth�labo SA in its $68 billion acquisition of rival drugmaker Aventis SA, which was based in France and Germany. It was the world’s second-largest M&A transaction in 2004, and it required some clever lawyering, since it started as a hostile bid that had to overcome a novel poison-pill defense. Eventually, the sides agreed to a friendly merger, creating the largest pharmaceutical group in Europe. Although the bid was announced on Jan. 26, 2004, Sanofi had hired Katz three months earlier to complement a French legal team led by Paris’ Darrois Villey Maillot Brochier. At first, Katz focused on the U.S. aspects of the transaction. Because it has a sizable contingent of American shareholders, Sanofi had to comply with American securities and antitrust regulations. For example, Katz approached the Federal Trade Commission in 2003 about a potentially sticky antitrust issue: The two companies had overlapping product lines, including Sanofi’s Arixtra, an anticlotting medication that competed with Aventis’ Lovenox. Katz and others on the legal team decided that Sanofi should deal proactively with the FTC about the overlap and try to sell off Arixtra and other competing product lines. Sanofi eventually sold Arixtra to GlaxoSmithKline plc, and American and European antitrust regulators later signed off on the merger. (Arnold & Porter also advised Sanofi on the antitrust aspects of the deal.) By taking a lead on antitrust issues, Katz says, Sanofi blunted Aventis’ ability to later stall the merger by raising antitrust defenses. Any delays, Katz adds, could have allowed competing suitors for Aventis to gain the upper hand. As it turns out, Swiss pharma giant Novartis AG was the only other publicly identified suitor. Read the full dealmaker profile and the complete corporate scorecard by subscribing to The American Lawyer.

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