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Fenwick & West partner Douglas Cogen sometimes loses track of the number, and who could blame him? Since 2003, he’s handled 27 M&A transactions for serial acquirer Cisco Systems Inc. — almost half of them in the last year. In its latest deal, announced last week, Cisco agreed to pay $7 billion for television set-top box maker Scientific-Atlanta Inc. It’s Cisco’s biggest deal ever, and the biggest all-cash deal that 247-lawyer Fenwick says it has ever handled. The Cisco work has helped Fenwick & West notch M&A numbers it hadn’t seen since the boom year of 2000, pushing it toward the head of the M&A pack. Despite intense competition in the Silicon Valley for the kind of marquee M&A work that’s drawn Wall Street firms here in recent years, Fenwick & West is holding its own. According to the figures provided by the firm, it’s handled five of the top 15 U.S. tech mergers in 2005. So far this year, Fenwick has had a hand in 40 deals with an estimated value of more than $17 billion. Last year, it did 45 deals worth $22 billion — eight times the dollar volume it saw in 2003. Cisco isn’t the only company powering Fenwick’s M&A machine. Last year, the firm represented Symantec Corp. in a $13.5 billion acquisition of Veritas Software. But Cisco’s acquisitions are more typically in the $100 million to $200 million range.
Out of the Deal DoldrumsDollar value of M&A transactions handled by Fenwick & West:
chart of money spent
*Through Nov. 18.SOURCE: Fenwick & West

“We had lawyers from every practice group in the firm [working on the Scientific-Atlanta deal] because we’re doing due diligence on a multibillion-[dollar] company that’s been around since the ’50s,” Cogen said. “It was pretty amazing.” Gordon Davidson, Fenwick’s chairman, wouldn’t go into specifics, but he acknowledged that the firm has an alternative billing agreement with Cisco in which fees aren’t based on the billable hour. The San Jose, Calif., networking company is known for its alternative billing arrangements, including flat fee and volume discount deals. Fenwick started doing corporate work for Cisco in the early 1990s, Davidson said, when he was hired by the company’s then-General Counsel A. Daniel Scheinman, who remains today as Cisco’s vice president of business development. Davidson said he returned each year to pitch for more of Cisco’s work. Persistence paid off when Brobeck, Phleger & Harrison — which had done most of Cisco’s deal work — imploded in early 2003. Right after Brobeck announced it would close its doors, Davidson said he received a call from Cisco GC Mark Chandler inviting a team from Fenwick to pitch for all of Cisco’s corporate work. It won. Davidson said Cisco wanted the firm to present a team of lawyers it could turn to. “And we designated Doug as the team leader for the Cisco M&A team.” But Cisco still uses other law firms for many kinds of work. Ex-Brobeck lawyers now at Morgan, Lewis & Bockius handle some commercial litigation for the company, and Chandler is known for steering specialized work to smaller firms. In addition to M&A and other corporate matters, Fenwick handles some IP, tax and securities litigation for Cisco. In the Scientific-Atlanta acquisition, Davidson said IP partner Elizabeth Anne Kenkel was also instrumental. And he credits Cogen’s easy way: “Some M&A lawyers bluster and try to bully, but Doug wins his points with a smile on his face,” Davidson said. Also assisting in the deal were: partners Lynda Twomey, Stephen Gillespie, Lawrence Granatelli, Michael Farn, John McNelis, Dean Kristy, Kevin Muck, Michael Sacksteder, Michael Sands, Darryl Woo, Ronald Schrotenboer, Scott Spector, Mark Ostrau and Karen Kitterman; associates Kris Withrow, Paul Dutton, Kee Bong Kim, John Lister, Spencer Glende, Christopher Joslyn, Rochelle Levy Karr, Benjamin Longoria, Catherine Manley, E. Tracy Randall, Jennifer Stanley, Greg Yoshiaki Sato, Chad Woodford, Daniel Brownstone, Robert Hulse, Bryan Kohm, Felix Lee, Patrick Sherman, Timothy Fitzgibbon, Gerald Audant, Elizabeth Gartland, Blake Martell and Liza Morgan; of counsel Mark Porter and Edward Weller; and senior counsel Michael Egger. A Chicago-based team from Skadden, Arps, Slate, Meagher & Flom represented Scientific-Atlanta.

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