Anonymous User wrote: ↑Sun Nov 21, 2021 6:26 pm
ExpOriental wrote: ↑Fri Nov 19, 2021 5:39 pm
Because Wachtell, rightly or wrongly, is viewed as being head and shoulders above other firms when it comes to M&A and corporate governance.
I’m not in M&A so perhaps the nuances will be lost on me, but can somebody explain how or why WLRK built this reputation? Is it the size of their deals, the complexity of the issues, the level of client service (I assume 24/7/365), or something else entirely?
It just seems that -- for any mega-deal Wachtell is working on -- there’s going to be at least one (but usually a handful) of other BL firms on the same deal. If that’s the case, what is Wachtell doing that those other firms are not able to do?
How did WLRK build this reputation? First of all, by being a first mover. In the days when Wachtell first started up, the most profitable transactional groups were commercial paper/municipal bonds, maybe real estate and trusts and estates. They had to be scrappy because Mudge Rose, Lord Day & Lord, and Dewey Ballantine (all RIP) had those markets sewn up. So they did things that others thought were unseemly, like representing people in contested situations, representing target boards, that kind of thing.
Skadden was also in this spot back then. But they did what Latham and Kirkland have done (also successfully) in the 80s and 90s, by trying to carpet bomb everything and take over the world. That was never WLRK’s strategy. There’s stuff about how they decided to diversify clients but focus on areas, never let one client dominate, etc fairly early on in the piece. (
https://news.bloomberglaw.com/business- ... artnership is just the highest hit, but there have been pieces like this - and predicting the firm’s downfall - since at least the 1990s.)
The Harvard Business School case studies talk, too, about the other bits of strategy that have kept the firm as is. (Might be worth trying to get hold of them - there are two, of which I’m aware.) These include no partnership agreement, going out to law schools and teaching “the gospel according to Marty and Herb” with lecturers who seem to love what they do, and taking industry positions. There are people who say being on the Wachtell mailing list is the best professional resource they have. (I can attest to this: their deal studies and guides on takeovers and spin-offs have been lifesavers for a while.) This helps to build a reputation.
And, of course, something like the poison pill is a lightning strike. There’s one firm in the world that’s got something through the Delaware courts that boards can (sometimes) use when under siege. Every other firm has drafted pills and had them implemented, but when you’re a CEO or Special Committee under real fire from an activist or a whale that’s trying to swallow you whole, money becomes less of an object. So the firm can sort of write its own check in those situations.
Plus selectivity means their lawyers are both bright and have to work: if there’s work on and everyone else is already doing 400 hour months, it’s harder just to decide that a second year isn’t “good” because of one aberration or you don’t like her face or accent (neither of which is likely anyway), so you get worked if you’re there. (Other shops with small entering classes have a similar setup, e.g., Cravath. It’s a major reason that senior associates who age out of those firms have a number of doors open to them for partnership.) With the volume of work on, this means that a Wachtell fifth year may have more experience (and so knowledge) than an eighth year at K&E. This both means higher quality work and makes it easier to justify percentages than hourly rates.
I think the market can only handle one or two firms like this at a time. And Wachtell needs the other firms, too, because one of the ways they stay profitable is by keeping investments in “non-core” practices low. I’ve seen deals where Wachtell’s doing the M&A and STB has the capital markets piece or Cahill the debt because those firms are their normal company counsel. I think Wachtell has some capability in those areas, but not at the same level as M&A, lit, tax, etc.
It might annoy other firms that Wachtell takes the bet the company deal sometimes when they’ve done 20 previous acquisitions for the target (at hourly rates plus a slight kicker), but they have to bear it because they need the 20 previous acquisitions and the support work to feed bigger teams. And WLRK usually doesn’t want the other, less significant, deals (or so they claim). They’re too busy saving other companies or working to acquire bigger targets. So the rest of the street tolerates them, while being filled with envy (and at least in one case, encouraging their genius son to join Wachtell and make partner there).
There’s a ton of literature on this generally. Lincoln Caplan’s “Skadden” talks about what Skadden did, and some of the divergences. Marty Lipton’s memos are in a giant PDF somewhere, plus there’s lots of stuff on the Harvard Corporate Law and Governance Forum. James B. Stewart’s stuff (especially “Den of Thieves”) talks about the world in the 80s - Lipton’s a central figure in two of the main characters’ lives. “M&A Titans” isn’t a great book, but talks about some of this too.