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American Lawyer – Wachtell’s Strategy Failed Apollo in Busted Huntsman Merger Trial – DOJ’s Reeling Public Integrity Unit

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NEW YORK (April 8, 2009) – The April issue of Incisive Media’s The American Lawyer takes a close look at the story behind the seriously flawed legal strategy crafted by Wachtell Lipton to shield client Hexion Specialty Chemicals, Inc. from liability in its busted merger with Huntsman Corporation. When Delaware’s Chancery Court issued a blistering opinion that found that Hexion, an Apollo Management portfolio company, had “knowingly and intentionally breached” its merger agreement with Huntsman, many wondered how Wachtell, a firm widely viewed as one of the savviest players in the Delaware courts, could have muffed the case. The issue also features an op-ed by contributor Scott Horton that examines how the U.S. Department of Justice’s public integrity section, once a showcase, is now reeling from its very public failures, including last week’s decision to drop all charges against ex-senator Ted Stevens due to prosecutorial misconduct. For these and other stories, visit www.americanlawyer.com.

In “The Big Fall,” writer Amy Kolz reveals an almost operatic series of bad decisions and miscalculations that eventually led Apollo and Hexion to settle with Huntsman for $1 billion. When the proposed merger, once eagerly sought by Apollo/Hexion, turned sour with the financial markets, Apollo turned to Wachtell for a way out of its contract with Huntsman. Wachtell’s legal strategy relied heavily on the opinions of outside consultants that the combined companies would be insolvent and that this would release Apollo/Hexion from most of its financial liability. Wachtell remained so confident in its strategy throughout the trial that Wachtell’s Martin Lipton reportedly personally guaranteed victory to Apollo cofounder Leon Black. But, in the end, the judge not only rejected Wachtell’s legal arguments, but also railed against “the carefully designed plan” the firm and its client had constructed to support them.

In “Public Indecency,” Horton explores the current and potential failures of the DOJ’s public integrity section, established to go after corrupt politicians and judges and to help ensure the integrity of the electoral process. Faced with questions that range from accusations of partisan prosecutions to underlying legal challenges that could result in more of its convictions being overturned on appeal, the unit is reeling. And, Horton asks whether, despite their public statements, President Obama and new AG Eric Holder have a plan that can fix it.

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