Having helped Rupert Murdoch divide his media empire a year ago, Skadden, Arps, Slate, Meagher & Flom and Hogan Lovells are advising the Australian billionaire’s 21st Century Fox on its reported $80 billion bid for media conglomerate Time Warner.
The unsolicited cash-and-stock proposal, put forth by Fox last month, was revealed Wednesday when
Time Warner issued a statement
detailing its rejection. To overcome potential antitrust obstacles, the deal would have included the divestiture of Time Warner’s cable news channel CNN,
according to a report by The New York Times’ DealBook
, which notes that the offer could put the New York-based target in play in an era of rapid consolidation among major media companies.
Time Warner added in its statement that after consultation with its financial and legal advisers, the company determined that a deal would not be in the best interests of shareholders and that it has no intention of pursuing further talks with Fox. Among the myriad complicating factors for a potential union is the
stock ownership structure
of New York-based Fox,
created last year
to house the film and television assets of Murdoch’s News Corp.
Skadden took the lead for News Corp. on that split,
as previously reported here
, through M&A partners Howard Ellin, Lou Kling and Brandon Van Dyke. The transactional trio—Ellin and Kling grabbed
Am Law Daily Dealmaker of the Week honors back in 2011
for their role advising Express Scripts on its $29.1 billion acquisition of Medco Health Solutions—are now working with Skadden antitrust partner Clifford Aronson in advising Fox on its bid to buy Time Warner. Ellin is the older brother of Hollywood producer and “Entourage” creator Doug Ellin.
The race for content is a major factor in the effort by Murdoch’s Fox to buy Time Warner, whose HBO cable channel alone is worth an estimated $20 billion,
according to Bloomberg
. Both Fox and Time Warner have a robust roster of in-house lawyers, some of whom could be key factors in reaching a potentially historic merger.
News Corp. hired
former Williams & Connolly litigation partner Gerson Zweifach as its general counsel in early 2012. Zweifach, who remains of counsel with the firm in Washington, D.C., now serves as group general counsel for both News Corp. and its Fox spinoff. (The dual roles helped Zweifach become one of the nation’s
most highly compensated in-house lawyers last year
with a $5.25 million pay package, according to an
annual survey released Wednesday
by sibling publication Corporate Counsel.)
Joel Klein, a former head of the Justice Department’s antitrust division turned chancellor of New York City’s public schools, was hired by News Corp. in late 2010 to serve as head of its educational publishing unit. Klein, who for a time put those duties aside to work with Zweifach in
guiding the company through its phone-hacking scandal
, is now CEO of Fox’s education division and an executive vice president reporting directly to Murdoch.
Viet Dinh, a founding partner of Washington, D.C.’s Bancroft PLLC, a firm whose prowess advocating for conservative causes was
profiled by The American Lawyer in 2012
, serves as an independent member of the board of directors at Fox. The executive ranks at Time Warner are equally well populated with high-profile lawyers.
It’s Cravath that is currently advising Time Warner in its response to the unsolicited takeover bid by Fox. The firm’s team is being led by corporate partners Richard Hall and Faiza Saeed, as well as antitrust partner Christine Varney, the latter of whom is a former Hogan Lovells partner who joined the firm in a
high-profile lateral move from the Justice Department
in 2011. Cravath has been a longtime legal adviser to Time Warner, with
late presiding partner Robert Joffe
once being offered its general counsel role.
Harvard Law School professor Robert Clark is an independent member of the board at Time Warner, along with retired Mintz, Levin, Cohn, Ferris, Glovsky and Popeo partner Kenneth Novack.
Mintz Levin advised Time Inc.
, the publishing unit spun off by Time Warner last month, on its separation from its former parent.