Comments on: Wordle of a Merger Agreement http://lawshucks.com/2009/02/wordle-of-a-merger-agreement/ A self-deprecating look at life in and after BigLaw Thu, 18 Mar 2010 14:16:15 -0400 http://wordpress.org/?v=2.9.2 hourly 1 By: DEJunkie http://lawshucks.com/2009/02/wordle-of-a-merger-agreement/#comment-295 DEJunkie Fri, 27 Feb 2009 23:36:44 +0000 http://lawshucks.com/?p=1008#comment-295 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. 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.

]]> By: lawshucks http://lawshucks.com/2009/02/wordle-of-a-merger-agreement/#comment-291 lawshucks Fri, 27 Feb 2009 21:10:48 +0000 http://lawshucks.com/?p=1008#comment-291 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., <a href="http://www.portfolio.com/views/blogs/daily-brief/2007/12/21/entertainment-tonight-for-corporate-lawyers" target="_blank">http://www.portfolio.com/views/blogs/daily-brief/...</a> (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. 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.

]]> By: BIgPoppa http://lawshucks.com/2009/02/wordle-of-a-merger-agreement/#comment-285 BIgPoppa Thu, 26 Feb 2009 15:00:16 +0000 http://lawshucks.com/?p=1008#comment-285 "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. " "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. "

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