Cleary Gottlieb Steen & Hamilton is once again taking the lead for Google as the Internet search giant unloads subsidiary Motorola’s set-top box business to the telecommunications equipment company the Arris Group for $2.35 billion.
The deal, the terms of which call for Google to retain a 15.7 percent stake in the unit, comes a little more than a year after Cleary advised Google on its $12.5 billion acquisition of Motorola. Regulators in the United States and Europe approved that deal earlier this year.
Cleary has enjoyed a close client relationship with Google in recent years, thanks in part to the Mountain View, California–based company’s various battles with regulators on both sides of the Atlantic.
The firm helped Google secure antitrust approval of its $750 million acquisition of mobile phone advertising provider AdMob in 2010, two years after Cleary teamed up with Wilson Sonsini Goodrich & Rosati on the company’s ill-fated advertising agreement with Yahoo. That deal eventually collapsed in late 2008 in the face of Justice Department opposition.
This time around, Cleary M&A partners Ethan Klingsberg and Glenn McGrory are leading a team advising Google that also includes antitrust partners David Gelfand and Leah Brannon, tax partner Sheldon Alster, employee benefits partner Michael Albano, leveraged finance partners Richard Lincer and Laurent Alpert, and IP counsel Daniel Ilan. (The Am Law Daily named Klingsberg a Dealmaker of the Week last year for his work on Google’s acquisition of Motorola.
Troutman Sanders corporate partners W. Brinkley Dickerson Jr. and Patrick Macken, tax partner Robert Friedman, lending and structured finance deputy practice group leader Hazen Dempster, employee benefits partner Jeffery Banish, labor and employment partner Ashley Hager, IP practice coleader James Bollinger, and antitrust partners Glenn Manishin, Daniel Anziska, and Mitchell Portnoy are leading the team from the firm advising Suwanee, Georgia–based Arris. (Manishin joined Troutman earlier this year from Duane Morris.)
Dickerson previously advised Arris on both its $1.2 billion acquisition of Tandberg Television in 2007 and its $730 million cash-and-stock buy of broadband software company C-COR later that year.
Lawrence Margolis serves as executive vice president of strategic planning, legal and administration, and corporate secretary for Arris. Andrew Heller, a vice-chairman at Turner Broadcasting and former in-house lawyer at Time Warner Cable and HBO, became a member of the company’s board of directors a year ago this month.
To acquire Google’s Motorola Home business, Arris beat out such other suitors as British set-top box maker Pace. Google’s sale of the unit to Arris is expected to close by the second quarter of 2013, subject to customary approvals and other closing conditions.
David Drummond, a former Wilson Sonsini partner who joined Google in 2002, now holds the title of chief legal officer and senior vice president of corporate development. J. Kent Walker Jr. serves as general counsel for the technology giant, whose in-house legal staff, named the best in the business last year by sibling publication Corporate Counsel, has seen some reshuffling in recent months.
Earlier this month, Google replaced its former head of legal M&A and corporate development David Lawee with deputy general counsel Donald Harrison, who led the company’s bid to buy Motorola last year. Lawee, who recently spoke with technology news site Mashable about the switch, told TechCrunch earlier this year that of the roughly 120 acquisitions Google had made since 2003, he considered two-thirds of them to be successful. (Among Google’s most recent purchases: Frommer’s, a brand of travel guides the company acquired from publisher John Wiley & Sons for roughly $23 million in August.)
In November, Twitter poached Google deputy general counsel—and former Perkins Coie partner—Nicole Wong to become its new in-house legal chief, a position that reunites her with one-time Google colleague and current Twitter litigation counsel Amy Keating, according to sibling publication The Recorder.
The Recorder reported last month that another top Google in-house lawyer, Michelle Lee, who stepped down in late May as deputy general counsel and head of patents and patent strategy, would take over as the new head of the Patent and Trademark Office’s Silicon Valley outpost.
This week the Federal Trade Commission cited logistical reasons for extending an antitrust probe of Google into January. Last year Google hired a raft of firms—several from the ranks of The Am Law 200—to head off the investigation.
One of those firms, Holland & Knight, saw its $320,000-per-year lobbying contract for Google terminated in October after senior policy adviser John Buscher left the firm, according to sibling publication The Blog of Legal Times.