PeopleSoft’s capitulation to Oracle Corp.’s hostile takeover brings to an end 18 months of bitter drama — and a feast of work for area law firms.
For lawyers involved in the saga — which started with PeopleSoft’s acquisition of J.D. Edwards in 2003 — the work leading up to Monday’s $10.3 billion deal has been all consuming.
“It has been as complicated as any project I’ve ever worked on,” said Douglas Smith, a Gibson, Dunn & Crutcher partner involved on PeopleSoft’s side from the start. “The fact that it was hostile, that it was initially an attempt to bust up a transaction, that we had to renegotiate that transaction,” he said.
The battle brought out scores of lawyers at a host of firms.
Oracle’s antitrust counsel at Latham & Watkins alone had about 35 core lawyers working an average of 300 hours a month at the peak of the antitrust case, said Latham’s Daniel Wall. His team produced enough documents, he said, to fill the entire cargo hold of a red-eye flight from San Francisco to Washington, D.C.
“We defended over 90 depositions in about four weeks,” recalled Wall. “We did in maybe six months the amount of work we typically do in a period of three years.”
Latham lawyers were still taking depositions in another branch of the case when Wall contacted them Sunday night to tell them a deal had been struck.
Oracle’s lead corporate counsel, Davis Polk & Wardwell, utilized a team of three partners and 10-plus associates in litigation in Delaware over PeopleSoft’s anti-takeover provisions.
“It was a war being fought on multiple fronts,” said Davis Polk’s William Kelly.
Oracle also employed Bingham McCutchen, Morrison & Foerster and Howrey Simon Arnold & White at various stages.
PeopleSoft, meanwhile, also deployed Cleary, Gottlieb, Steen & Hamilton and Folger Levin & Kahn.
As this legal tank came to a grinding halt Monday, partners and associates talked of taking some much needed time off.
But Baker & McKenzie may be gearing up to do more work for a longtime client.
“We’ve worked for Oracle for many years on tax matters and international matters,” said partner John McKenzie in San Francisco. “We’ve had some discussions with them that are still preliminary.”
McKenzie said his firm was hoping to help Oracle as it begins to integrate the two companies’ overseas operations.
But there may be some work even before then.
McKenzie said the hostile nature of the takeover would likely mean that much of the due diligence between the software giants still needs to be done.
“We haven’t had the chance to get down and dirty yet,” he said. “This is different from many of the merger transactions that are friendly all along.”