Bank of America isn’t letting the privilege mess interfere with its choice of counsel. The bank is using Wachtell in the $1 billion sale of First Republic Bank to a private-equity consortium, despite the firm being at the center of the maelstrom over advice it gave in connection with the Merrill Lynch acquisition, which among other things, led to a series of regulatory investigations and the firing of GC Tim Mayopolous.
The negotiations must have been testier than usual, considering who was on the other side of the deal.
The source of the tension and the lawyers on the deal after the jump.
Wachtell had its usual role, advising the seller. Advising the buyers, though, was Paul Weiss for sponsor General Atlantic and Sullivan & Cromwell for sponsor Colony Capital.
Paul Weiss, you’ll recall, was recently engaged by Bank of America to help Cleary Gottlieb sort out the Wachtell privilege dispute. In fact, Paul Weiss is widely rumored to be the driving force behind the bank’s decision to waive attorney-client privilege and allow release of Wachtell’s advice (which we’re awaiting with bated breath, of course).
To add insult to injury, Paul Weiss is also replacing (or supporting, depending on how kindly you look at it) Wachtell in defending the class-action lawsuit alleging inadequate disclosure in the Merrill proxy statement (basically, a bunch of plaintiffs’ attorneys copied the SEC’s and New York AG’s allegations and made it a derivative suit).
And the icing on the Paul Weiss/Wachtell cupcake o’ bitterness has to be when the firm stepped in to (try to) clean up the big loss in the Delaware trial in the Hexion/Huntsman dispute. According to the American Lawyer, Wachtell basically blew that deal for client Apollo, although The Deal Professor was far kinder in his assessment.
So the Paul Weiss litigators have stepped in three times for the WLRK “slip and fall” department in the past year. Hopefully the Wachtell deal team was able to remind them who’s who.
Sullivan & Cromwell’s Rodge Cohen was tasked with getting the two firms to behave civilly during the negotiations.
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dicey stuff!