We played with cool new app Wordle. The site allows users to enter a block of text, a feed, or other source and creates a stylized “cloud” of the content based on frequency and other factors.
We’re nerds. The first thing we thought of was the biggest merger of the year, Pfizer / Wyeth. Here’s the merger agreement in all its Wordle glory (click to embiggen).
The BigLaw excuse: this deal is being done by some of the heaviest of hitters. Dennis Block and William Mills of Cadwalader are representing Pfizer in the $67 billion acquisition; Casey Cogut and Eric Swedenburg of Simpson Thacher represent Wyeth; and Adam Emmerich and David Lam of Wachtell represent the independent directors of Wyeth.
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"The BigLaw excuse: this deal is being done by some of the heaviest of hitters. " If you recall, Swedenberg was the lawyer who got owned in the United Rentals/Cerberus deal. STB was representing URI and got totally crushed at trial – Chancellor Chandler even named Swedenberg in his opinion!!!
"With respect to URI, I find that even if the Company believed the Agreement preserved a right to specific performance, its attorney Eric Swedenburg categorically failed to communicate that understanding to the defendants during the latter part of the negotiations. "
I thought about leaving Swedenburg off the list, but he was included in the source reference. You're not doubting that Block, Cogut, and Emmerich are heavy hitters are you?
What's surprising is that Swedenburg was an associate during the negotiations yet made partner at about exactly the same time his status as a "forthright negotiator" was so publicly questioned. I'm kind of surprised STB didn't hold off – his testimony was a hot topic at the time. See, e.g., http://www.portfolio.com/views/blogs/daily-brief/...
(By the way, were he still an associate, he'd have been left off the list and we won't link to associates' bios for the most part) Not surprisingly, Swedenburg leaves this deal off his brag sheet.
Agreed with Block et al. – and was surprised about STB making him a partner as well. This case garnered a lot of bad press for the client and the law firm (again, name reference in the opinion!) and was one of the first of a spater of sponsor group vs. target cases. Became a source of much fodder for hypothesizing how "breakups" in a downward trending market should be handled – and, a primer for future targets to get specific in their negotiations or else get Swedenburged.