Although shares of Broadcom Ltd. experienced their biggest intraday trading drop ever after the newly redomiciled technology company announced Wednesday its $18.9 billion all-cash acquisition of CA Technologies, several large law firms have gained pay-day opportunities due to the proposed pairing.
Wachtell, Lipton, Rosen & Katz has landed the lead role for Broadcom, while Cleary Gottlieb Steen & Hamilton is serving as antitrust counsel to the San Jose, California-based semiconductor manufacturer. Cooley is also advising Broadcom, whose chief legal officer is Mark Brazeal, a longtime in-house lawyer who returned to the company in early 2017 after a stint as general counsel for SanDisk Corp.
George Cary, an antitrust partner at Cleary Gottlieb in Washington, D.C., recently honored by The American Lawyer as one of its Dealmakers of the Year, is working with fellow competition law partners Robbert Snelders and Daniel Culley in advising Broadcom.
At Wachtell, corporate partners David Karp and Ronald Chen are leading a deal team that includes executive compensation and benefits partner Adam Shapiro, finance partner Gregory Pessin, tax partner T. Eiko Stange and intellectual property of counsel Selwyn Goldberg, the latter a longtime partner at Wilson Sonsini Goodrich & Rosati who joined Wachtell in a rare lateral move earlier this year.
As it happens, Wilson Sonsini is serving as lead outside counsel to New York-based CA, formerly known as Computer Associates International Inc., on its sale to Broadcom.
Michael Ringler, a senior partner at Wilson Sonsini in Palo Alto, California, where he returned to the firm in 2013 after a brief sojourn to Kirkland & Ellis, is leading a team from the Silicon Valley stalwart advising the enterprise software provider. Other Wilson Sonsini lawyers working on the potential deal include M&A partner Derek Liu, executive compensation and benefits partners Scott McCall and Brandon Gantus, finance partner John Fore, tax partner Eileen Marshall, antitrust partner Scott Sher and technology transactions partner James Clessuras.
In February, CA hired a new general counsel in Ava Hahn, who most recently served as the in-house legal chief at venture capital firm Kleiner Perkins Caufield & Byers. That same month, Broadcom saw its takeover bid for chipmaker Qualcomm Inc. begin to unravel.
Broadcom’s unsolicited bid for San Diego-based Qualcomm, which it made late last year, saw the proposed acquirer turn to Wachtell and Latham & Watkins for outside counsel. But that potential $117 million megamerger went bust in March after the Trump administration issued an executive order scuttling the hostile takeover on national security grounds.
At the time, M&A lawyers began to reassess whether the Trump administration might raise similar objections to cross-border pairings. Broadcom subsequently withdrew its offer for Qualcomm and quickly sought to redomicile itself from Singapore to San Jose, as President Donald Trump’s move to block its proposed takeover followed already-heightened concerns over a regulatory crackdown on U.S.-China technology transactions.
It also further raised some lawyers’ alarm because the executive branch moved to block the deal even before either Broadcom or Qualcomm had an agreement, and before the Committee on Foreign Investment in the United States, which reviews acquisitions of American entities by foreign investors, had concluded a formal investigation.
According to the Financial Times, Broadcom does not plan to seek CFIUS approval for its deal with CA as a result of its new headquarters in San Jose, which arguably eliminates the need of the proposed acquirer to obtain CFIUS sign-offs on its asset acquisitions. The boards of directors for both companies have approved their combination, which is expected to close by year’s end.
While news of the merger between Broadcom and CA was met with skepticism in the market—Broadcom’s stock lost nearly $15 billion in value—it also bolstered the views expressed by some M&A lawyers who remain sanguine about the prospects for global megadeals.