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When private equity firm Silver Lake Partners was in the process of acquiring Menlo Park, Calif.-based Serena Software Inc. for $1.2 billion, the lawyers involved had to make some tough choices. The legal work for Serena was divvied up between two law firms: Wilson Sonsini Goodrich & Rosati, led by partner Larry Sonsini, represented a special committee made up of Serena’s board of directors; and Gibson, Dunn & Crutcher in Los Angeles represented Serena’s management team. Wilson Sonsini partner John Fore, who managed the day-to-day details of the deal, said the Serena acquisition was a good wrestle. Evaluating the transaction was challenging, Fore said, because the stock price was trading unusually close to the deal price, making for a public stockholder premium of less than 2 percent. Fore said a more typical premium for similar transactions would be in the 15 percent to 20 percent range. Shareholders will receive $24 for each share. The deal, announced Nov. 11, is expected to close during the first quarter of 2006. The situation posed a challenge to all the advisers, Fore said, from both a financial and legal perspective. “We needed to take a look at a wide range of factors in determining whether this is a price that’s in the best interest of the stockholders,” he said. “It’s a very difficult decision.” Serena provides information technology management software to General Electric Co., American Express Co. and IBM Corp. Also included in the Wilson Sonsini team were partners Ivan Humphreys, Eileen Marshall, Chris Compton, Selwyn Goldberg and Marc Gottschalk; and partners-elect Ralph Barry and Todd Cleary. The Gibson Dunn team was led by San Francisco partner Stewart McDowell and also included Palo Alto, Calif., partner Stephen Fackler, Los Angeles partner Paul Issler, New York partner Dennis Friedman and associates Matthew Samuels and Sean Feller. Simpson Thacher & Bartlett advised Silver Lake Partners. The team included partners Richard Capelouto, Jay Ptashek, Steven Todrys, Alvin Brown and Jeffrey Ostrow; and associates Chad Skinner, Jason Lee, Nilima Patel, Matthew Einbinder, Rachel Birnbaum, Wendy Davis, Daniel Frommer, Kenneth Ehrhard and Olivier Antoine.

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