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Who’s WhoinL.A.Law

LOS ANGELES BUSINESS JOURNALOCTOBER 10, 2011 • SPECIAL REPORT

ROMINENT M&A attorneys in Los Angeles handle deals with a lot of zeros. Consid-er Mark H. Kim, who helped arrange the $50 billion merger of Monsanto withPharmacia & Upjohn. Or Linda L. Curtis, who was involved in Del Monte’s $5.3billion leveraged buyout. They’re among the top 40 dealmakers selected by theBusiness Journal featured in this year’s Who’s Who in L.A. Law. To pick the

lawyers who made the list, legal reporter Alfred Lee surveyed local experts and attorneys to zeroin on those best known for closing the biggest deals. The skill set requires understanding thethinking of your client and opposing counsel, as well as the stamina for the all-nighters neededto beat deadlines. Sometimes they even get to play a role in history – for better or worse. Brian J.McCarthy advised the Chandler family in the sale of the Los Angeles Times to Tribune. “A littlepiece of historic Los Angeles was going to be traded away,” he said. “There was a certain sad-ness to it.” They’ve got some lighter stories, too. Warren Loui’s college roommate was one of thefounders of the MIT blackjack team – and gave him some unusually effective tips. “I’ve beenkicked out of two casinos and permanently banned from one,” Loui said.

This year, the BusinessJournal shines itsspotlight on thedealmakers: the L.A.lawyers who pull offthe biggest mergersand acquisitions.

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26 LOS ANGELES BUSINESS JOURNAL OCTOBER 10, 2011

SPECIAL REPORT WHO’S WHO IN L.A. LAW

KEN BARONSKY, 48

FIRM: Milbank Tweed Hadley & McCloyLAW SCHOOL: University of WashingtonCLIENTS: Station Casinos, Fertitta Enter-tainment, Fiesta Palms, Golden Gaming,Gordon Biersch, Zuffa (Ultimate FightingChampionships)

KEN Baronsky was just out of law schoolwhen he was assigned a leveraged buyout

case that made him wonder whether he had cho-sen the wrong profession.

“I was given extraordinary responsibilityunder extreme time pressure on a complex trans-action,” he said. “I worked 72 hours straight atone stretch and fell asleep in a New York cabwith the meter running. A paralegal on the casehad a nervous breakdown.”

That was 1989. Since then, he’s established apractice focusing on the U.S. gaming industry,starting with Mississippi riverboats and NativeAmerican casinos, while continuing to work onmergers and acquisitions.

As part of his work in restructuring one ofNevada’s largest casino and resort operators, theFertitta family’s Station Casinos, he representedthe owners in their $2 billion acquisition of fourcasinos in Las Vegas: Red Rock Resort, BoulderStation, Sunset Station and Palace Station.

The purchase was part of the largest bankrupt-

cy case in the history of the U.S. gaming industry.The case ended in June with a $7 billion restruc-turing that preserved the firm’s 18 casinos andhotels, along with nearly 13,000 Las Vegas jobs.

The restructuring erased $4 billion in debt.Brothers Frank and Lorenzo Fertitta are longtimeBaronsky clients. He represented the company inits initial public offering in 1993 and then guided

a $9 billion leveraged buyout of the firm in 2007.Among his other transactions, Baronsky is

representing the Fertittas in connection with apotential deal involving the Hard Rock Hotel& Casino in Las Vegas. He is also representingMTR Gaming Group in connection with apotential sale of the company.

Baronsky began specializing in gaming in theearly 1990s, when legalized gambling first movedbeyond Nevada and New Jersey onto riverboatcasinos in Missouri, Mississippi and Louisiana.

It wasn’t always comfortable work. Swelter-ing on the tarmac in Biloxi, Miss., while waitingfor his plane to take off was an unfortunate com-mon occurrence during those years, Baronskyrecalled.

But it wasn’t always uncomfortable, either.He believes the industry’s reputation for unsa-vory characters is not deserved.

“I find it to be one of the cleaner business-es,” he said. “It’s very transparent because it’shighly regulated and the people who have gam-ing licenses are very protective of them.”

Baronsky, who lives in Manhattan Beach withhis wife and two daughters, was raised in Seattleby an attorney father and a mother who dreamedhe would one day become an orthodontist.

“That sounded pretty awful to me,” he said.These days he enjoys spending time with his

family and skiing, golfing, travel and wine-tasting.– Karen E. Klein

DAVID ANDERSEN, 46

FIRM: Bryan Cave LLPLAW SCHOOL: NorthwesternUniversitySELECTED CLIENTS:AssistMed, Belkin; BrothersEntertainment Merchandising,Make It Work, Monet Software,Orange County ContainerGroup, Rapid Ratings Interna-tional, Wild Brain Entertain-ment, X Prize FoundationYEARS IN PRACTICE: 20

Biggest Deal: Representingthe Santa Fe Railroad in its saleof about 350 miles of rights-of-way and other property toeight different governmentalagencies in five counties forthe purpose of forming theMetrolink system in 1992-93.Best Career Moment: Review-ing the private jet agreementfor an entrepreneur and long-time client who had started hisbusiness in his parents’ garageand who had recently cashedout on the basis of a billion-dollar valuation.Worst: Sitting in the U.S. attor-ney’s office in Newark, N.J., andexplaining a deal to an assistantU.S. attorney, a member of theFBI’s organized crime taskforce, a homicide investigatorand a postal inspector. Myclient was engaged in a mergerwith another company that, inturn, was pursuing a merger

ANDREWAPFELBERG, 39

FIRM: Rutter Hobbs & David-off Inc.LAW SCHOOL: Boston CollegeLaw SchoolSELECTED CLIENTS: KateSomerville Skin Care Inc.,

Trench Shoring Co., Smarsh,Inc., Cesar Millan Inc., CarlinCapital PartnersYEARS IN PRACTICE: 15

Biggest Deals: Sale of OPIProducts to Coty, sale of FijiWater to Roll International,equity financing for WestlakeFinancial Services provided byMarubeni Corp.Best Career Moment: Stand-ing in the conference room of awell-known private-equity firmwatching my client embracehis family in celebration aftersigning the last document of aminority recapitalization thatwould put growth capital intothe company and provide asignificant liquidity event formy client. Worst: The difficulty of secur-ing my first job after lawschool. I graduated at a timewhen few entry-level attorneyswere being hired, and from aschool that did not have astrong reputation in Los Ange-les. Most firms in town weremore interested in graduates oflocal schools or the Ivies. Itwas disheartening to be judgedby something other than yourown character and ability.Highlight of Past Year: Wehelped a family sell its SanJose franchise to SwisherHygiene. While not massive interms of commas and zeros, itmade a fundamental differenceto the financial position andlifestyle of the family for multi-ple generations. If I Weren’t an Attorney: Iwould love to be a professionalsoccer player, but unfortunate-ly don’t have the skill. I wouldalso be about 15 years olderthan most of the players intheir prime.My Colleagues Don’t Know:That I spend my weekendsgardening with my kids, andcooking meals together using

the vegetables and herbs thatwe harvest.

LAWRENCE M. BRAUN, 56

FIRM: Sheppard Mullin Richter& Hampton LLPLAW SCHOOL: NorthwesternUniversity School of LawSELECTED CLIENTS: NorthropGrumman, Sanders Industries,Universal Protection Services,Alcatel, Electro Rent Corp.,Rose Bowl, La Curacao, DahMei Ltd., Arcadian Healthcare,privately owned businesses,entrepreneursYEARS IN PRACTICE: 30

Biggest Deal: Sale of BoeingCo.’s Wichita aero structuresbusiness in Kansas to SpiritAeroSystems and the relatedmultiyear supply arrangement.Most Difficult Deal: Frankly,every M&A transaction is chal-lenging. Recently I representeda foreign company in a sale ofits international business oper-ations to a U.S. public compa-ny. Our client, the seller, hadlocations in the United States,Europe and eight locations inAsia. The transaction took overa year to conclude.Highlight of Past Year: Duringone eight-week period I com-pleted six M&A transactions,completed a financing, signeda definitive sale agreement to

sell a unit of a public company,signed a definitive purchaseagreement to acquire a privatecompany, signed a mergeragreement to sell a privatecompany to a public company,closed a bankruptcy acquisi-tion, and signed five letters ofintent to buy and sell variousbusinesses.If I Weren’t an Attorney: I’d bean owner and operator of abusiness. I like the fast paceand challenges that owners arefacing in this environment. Ithink I could put together agreat team to manage a busi-ness to success.My Colleagues Don’t Know: Ihave a black belt in karate.

JEFFREY H. COHEN, 48

FIRM: Skadden Arps SlateMeagher & Flom LLPLAW SCHOOL: UCLA School ofLaw, 1988SELECTED CLIENTS: OaktreeCapital Management, SilverPoint Capital, OPI ProductsInc., American Apparel, SKBHCHoldings, Pierre Foods HoldingCorp., Colony Capital, CarlyleStrategic PartnersYEARS IN PRACTICE: 23

Biggest Deal: The sale of Oak-ley Inc. to Luxottica for $2.3billion.Most Difficult Deal: The rep-

resentation of News Corp. andFox Entertainment Group in thesale of the Los AngelesDodgers to Frank and JamieMcCourt. Buying or selling abaseball club is no small featas you must comply withMajor League Baseball’s com-plicated rules as well as theapproval process, whichincludes extensive discussionswith MLB’s representatives inorder to confirm complianceand obtain the approval of therequisite owners.Best Career Moment: Makingpartner at Skadden 15 years ago.Worst: As a young associateworking on a transaction, Inoticed a terribly embarrassingerror on a preliminary prospec-tus for which I was responsi-ble. On the cover page, insteadof reading “Price to Public,” itread “Price to Pubic.” Aftermany stressful hours hopingnobody would notice the mis-take, I was able to get theprinter to correct the error onthe final prospectus. I waited indread for the calls about theerror. They never materialized.Highlight of Past Year: Ourrepresentation of OPI Prod-ucts Inc. in the sale of thecompany to Coty Inc. OPI isthe leading professional nailcare company and, accordingto my wife, a fantastic brand. Ireally enjoyed working withthe owners, two sisters andmanagement in helping themdecide whether and how tosell the company they hadbuilt over three decades. Whileit was very emotional forthem, they felt they made theright decision and achieved agreat result.If I Weren’t an Attorney: Iwould manage my 13-year-oldson’s blossoming program-ming career. He recentlydonated $20,000 from thesales of his first iPhone app,

with a third company. The thirdcompany had apparently beeninvolved in a pump-and-dumpmarket manipulation schemeperpetrated by two stockbro-kers with dubious affiliations.The stockbrokers were foundbound, gagged and shot in theback of the head in a mansionin northern New Jersey. The FBIwas under the impression thatsomebody was delivering somesort of message. Needless tosay, the deal did not close.Highlight of Past Year: Clos-ing two different multimillion-dollar corporate sponsorshipsfor X Prize Foundation in Mayof this year.The Secret to Closing a Deal:Understanding that legalissues exist within a metasys-tem that is often unique to thedeal at hand.If I Weren’t an Attorney: I’d bean urban planner, which mightnot be all that different from theprocess involved in bringingorder to the chaos that is a start-up company in growth mode.

Rolling the Dice: Ken Baronsky at his downtown office.RINGO H.W. CHIU/ LABJ

LINDA L. CURTIS, 50

FIRM: Gibson Dunn & Crutch-er LLPLAW SCHOOL: Stanford Univer-sitySELECTED CLIENTS: CityCenterHoldings LLC, General ElectricCapital Corp., Jack in the BoxInc., Stater Bros. Holdings Inc.YEARS IN PRACTICE: 22

Biggest Deal: Del MonteFoods Co.’s $5.3 billion lever-aged buyout by KKR and otherinvestors this spring.Most Difficult Deal: My mostdifficult deal was a closing inDecember 2002 when I workedfor three days straight with vir-tually no sleep.Best Career Moment: Movingto Gibson Dunn’s L.A. office 18years ago.Worst: Snoring through a cabride to the Kennedy airportfrom midtown in front of threecolleagues after the three-day

OCTOBER 10, 2011 LOS ANGELES BUSINESS JOURNAL 27


GORDON BAVA, 63

FIRM: Manatt Phelps & Phillips LLPLAW SCHOOL: USCCLIENTS: East West Bank, Sucampo Phar-maceuticals Inc., Capital Source Inc., Fried-man Billings Ramsey

GORDON Bava is known as one of thetown’s veteran corporate dealmakers,

but he made news this year wearing a differ-ent hat. As chairman of local TV stationKCET, he was point man on the controver-sial decision to cut off the station’s ties withPBS in January.

Deciding that PBS’ $7 million per year ask-ing price for programming would cripple thestation, he orchestrated the relaunch of KCETas the largest public station in the country inde-pendent of PBS. That required further dealmak-ing as he oversaw the sale of the company’sstudio and office facilities to repay outstandingdebt, and worked out a new strategic plan.

The move drew heated criticism, but Bavamaintains it was the best decision for the station.

“Nobody likes to be yelled at when you goout to dinner – I was struck by how loyal someof the fans are to certain programs,” he said.“But I think we are fulfilling our mission in pre-senting what happens in Los Angeles to the restof the world, and in bringing the world to Los

Angeles in terms of news programming.”At West L.A. firm Manatt Phelps &

Phillips LLP, where he has worked for 37years, Bava chairs the business, finance andtax division. In the1980s, he refinanced a fleetof cargo airplanes for Flying Tiger Line.

“There were individual transactions for

each one of the planes all happening concur-rently,” he said. “Just coordinating that wholeprocess was challenging.”

Earlier this year, he led the acquisitionteam for Sucampo Pharmaceuticals Inc.’spurchase of a multinational intellectual prop-erty holding company. In August of last year,

he advised Pacific Capital Bancorp on its$500 million recapitalization, which prevent-ed a regulatory seizure.

Bava lives in West Los Angeles with hiswife, and likes to ski, golf, and dote on histoddler granddaughter in his free time.

– Alfred Lee

iSketch, to Mattel Children’sHospital.My Colleagues Don’t Know: Iwatch “So You Think You CanDance” and “Project Runway.”I enjoy the competition, theexcitement of watching young,talented people work incrediblyhard to gain success. Thebonus? My wife likes to watchthe programs with me.

closing mentioned above.Highlight of Past Year: Repre-senting the senior lender withrespect to the California PizzaKitchen leveraged buyout.The Secret to Closing a Deal:Learning to rise above thesmall stuff.If I Weren’t an Attorney: Iwould be a gamer or a pro ten-nis player.My Colleagues Don’t Know: Iplayed the trombone in highschool – badly.

MATTHEW ERTMAN, 37

FIRM: Allen Matkins LeckGamble Mallory & Natsis LLPLAW SCHOOL: LoyolaSELECTED CLIENTS: FirestormCapital LLC, First BeverageGroup, Content Partners LLC,China Investment Corp.YEARS IN PRACTICE: 12

Biggest Deal: Represented alarge foreign investor in theacquisition of an interest in alarge slate of film and televi-sion properties for in excess of$500 million.Best Career Moment: Everytime a new fun client or trans-action comes in the door.Worst: Represented a client inthe purchase of a local busi-ness. The seller and his counselconvinced my client that mini-mal customary buyer protec-

tions were necessary. Ultimate-ly, the client purchased the busi-ness and realized that the busi-ness was much less healthythan had been portrayed.Highlight of Past Year: Rep-resented a couple in the saleof a business that they built. Itsold for more than theyexpected and allowed them toretire comfortably.The Secret to Closing a Deal:In the current economy, closingdeals has been much more dif-ficult. It is essential to identifywith your client key businessand legal elements at the onset,understand which elements aregame-breakers, and set reason-able expectations for negotia-tion and resolution.If I Weren’t an Attorney: Iwould love to be a high schoolfootball coach. I grew up in afootball family and played col-lege football.My Colleagues Don’t Know: I’vebroken 13 bones from numer-ous sports-related accidents.

HENRY M. FIELDS

FIRM: Morrison & Foerster LLPLAW SCHOOL: Yale Law SchoolSELECTED CLIENTS: American-West Bancorp, Union Bank,Center Financial Corp., China-trust Commercial Bank, BankSinoPac, One PacificCoastBank, ING Bank, Not Your

Daughter’s Jeans, Velvet Inc.YEARS IN PRACTICE: 39

Biggest Deal: ING sale to Cap-ital One.Most Difficult Deal: Represent-ed Cheap Tickets in its sale toCendant. The purchase agree-ment was signed in August2001, and then closed afterSept. 11. Despite the obviousadverse effect of 9/11 on theaviation industry, includingCheap Tickets, the definition of“material adverse change” inthe documentation did not trig-ger an “out” for the purchaser. Best Career Moment: Con-ceiving and structuring therecapitalization and sale ofAmericanWest Bank in 2010 ina sale by its bankrupt parent;this transaction prevented thebank’s failure.Highlight of Past Year: Ameri-canWest Bank sale and recapi-talization.The Secret to Closing a Deal:Ability to identify and weigh risksrealistically so as to facilitate cre-ative solutions to impasses.If I Weren’t an Attorney: Iwould be teachingEnglish/French literature.

FOSTER

S. ELIZABETH FOSTER

FIRM: SNR Denton US LLPLAW SCHOOL: UCLASELECTED CLIENTS: NefsisCorp., RDH Chemical Co.,Shilo Design, Socius CapitalGroup, WiredRed Corp.YEARS IN PRACTICE: 15

Biggest Deal: Represented a pri-vate-equity investor in $1 billiondivestment of one portfolio com-pany. Also represented ChaseManhattan Bank in a global pri-vate placement of $1 billion ineuro-denominated notes.Most Difficult Deal: The $1billion divestment deal. It took

nearly a year to complete, wasstructured as three separatesale transactions with threedifferent buyers, involved pub-lic as well as private sellingshareholders, and finallyclosed Dec. 30, 1999. By then,everyone on the deal team wasreally ready to leave work andcelebrate the new millennium.Best Career Moment: Closinga $100 million IPO on theSwiss stock exchange for myclient Leica Geosystems, atthat time the largest ever IPOfor Switzerland.Worst: Any time my client andI work really hard to push adeal to closing and it doesn’tgo through despite our bestintentions and hard work.The Secret to Closing aDeal: Stay focused on yourclient’s business and eco-nomic objectives.If I Weren’t an Attorney: I wouldprobably be an investment bankerbecause I love doing deals.My Colleagues Don’t Know: Ihave traveled to over 40 coun-tries. My favorites are Thailandand France.

SAMANTHA GOOD, 39

FIRM: Kirkland & Ellis LLPLAW SCHOOL: University ofCalifornia, Hastings College ofthe LawSELECTED CLIENTS: Golden Gate

Capital, Oaktree Capital, GryphonPartners, Huntsman GayYEARS IN PRACTICE: 14

Most Difficult Deal: Thelawyer and business person onthe other side were belligerentto use the kindest adjective. Atone stage of the negotiation,after about three straight daysof work without sleep, the busi-ness person on the other sidepointed his finger in my face,mouth frothing with saliva andshouted, “You don’t know whatit’s like to be in the trenches!” I

just stood up walked out andslammed the door. So manyteachable moments come outof that interaction: (a) partnersshould stand up for their asso-ciates so that counterpartiesdon’t stick fingers in their asso-ciates’ faces, (b) how to holdyour cool, and (c) find a clientthat doesn’t tolerate thosekinds of negotiations.Worst Career Moment: When Iwas a midlevel associate, I wasthrown into the middle of adeal and sent to New York toget it closed. I worked for sev-eral days and nights at a NewYork law firm’s office to handlethis matter. I developed a pret-ty friendly relationship withfolks. By the end, we weretotally exhausted and my part

GOOD

Television Man:Gordon Bava at his WestLos Angeles office.

RINGO H.W. CHIU/ LABJ


SELECTED CLIENTS: MoelisCapital Partners, WedbushCapital Partners, SucampoPharmaceuticals Inc., HoulihanLokey, Ridgeline Energy, FdGAssociates, Concord MusicGroup, MEG Toys, Playlist,First Financial BancorpYEARS IN PRACTICE: 12

Biggest Deal: RepresentedNorthWestern Corp. in $2.2billion cash acquisition byBabcock & Brown Infrastruc-ture Ltd.Most Difficult Deal: Three-party transaction among a pri-vate-equity firm, a financialinstitution and a mortgagebanker. Negotiating a deal withthree parties, each of whomhas distinct reasons to enterinto the transaction and each ofwhom assigns a varying levelof importance to the dealissues, posed a challengingdynamic that required a highlevel of creativity and problem-solving, and a significantamount of patience.Best Career Moment: Becom-ing a partner at Manattbecause it demonstrated to methat my colleagues believed inmy substantive skills as alawyer, as well as my currentand future ability to generatebusiness and be a meaningfulcontributor to the firm.Worst: Representing ImageEntertainment in two sale

TOM HOPKINS, 47

FIRM: Sheppard MullinRichter &Hampton LLPLAW SCHOOL: USCCLIENTS: RealD, Legal-Zoom.com, Adconion MediaGroup, La Brea Bakery,CSR, OpenTable, FidelityNational Financial

TOM Hopkins has focusedhis corporate practice on

up-and-coming media andtechnology companies in LosAngeles and the Bay Area.

“I enjoy getting to workclosely with senior manage-ment, which is more com-mon at smaller, fast-growthcompanies,” he said.

Last year, Hopkins, whoco-leads the corporate andsecurities practice at Shep-pard Mullin, representedBeverly Hills 3-D tech com-pany RealD for the compa-ny’s public offering.

His role was to expeditethe company’s Securities andExchange Commission fil-ings, which allowed RealD togo public during last sum-mer’s blockbuster movie sea-son. As a result, the companywas able to capitalize on highgrowth projections for 3-Dcinema at the time and raised$230 million.

“My job is to get ourclients through the processwith the SEC and out on theroad,” he said. “There arehiccups that can reallyimpact or derail the process.”

For evidence, he points toGroupon in Palo Alto. Thecompany has delayed itspublic offering, in part,because of legal issues.

Hopkins’ other fast-growth clients include Legal-Zoom.com in Glendale andOpenTable in San Francis-co. He also advised JamdatMobile when it went publicin 2004. (The company was

later acquired by RedwoodCity’s Electronic Arts.)

But Hopkins, a Philadel-phia native, decided to moveto Los Angeles after graduat-ing with an undergraduatedegree from American Uni-versity in Washington, D.C.

He spent four years in TVproduction, public relations,drove a Super Shuttle van andeven had a bit role on TVshow “Moonlighting.”

When it was time to getserious, friends and familymembers told him he was agood arguer, so he enrolled atthe USC Gould School ofLaw. That was the early ’90s.

Now he makes his homein Santa Barbara with hiswife, Sandy, and two youngsons, Sean and Grant. Whenhe’s not commuting to LosAngeles to meet with clients,Hopkins enjoys taking hiskids for ski trips to Mam-moth Mountain.

– Jonathan Polakoff


was complete. I left to go tosleep in the hotel. At about 4a.m., my phone rang and itwas the partner from the NewYork law firm shouting that thedeal had been derailed and Ineeded to return to the officeto handle key legal opinionissues that were my responsi-bility. I totally freaked out.Then I heard laughter in thebackground and glasses clink-ing. The deal had closed. I sup-pose it is funny now. At thetime it really wasn’t.If I Weren’t an Attorney: Iwould hike the Pacific CrestTrail, write children’s stories,own my own bakery/spin stu-dio, negotiate deals for theNature Conservancy … somany possibilities.My Colleagues Don’t Know:My passion is storytelling. Ihave been creating and tellingmy son stories since he wasborn. I tell my 4½-year-old son,Jack, a story almost every day.We have built a whole collectionof characters and storylines,some have pirates or aliens andothers are just about ordinarykids finding magic in the world.

CHELSEA A. GRAYSON, 39

FIRM: Jones DayLAW SCHOOL: Loyola Law

School, Los AngelesSELECTED CLIENTS: UniversalElectronics Inc., LivHome Inc.,Emergency CommunicationsNetwork, Infrastructure Hold-ings Corp., ABM/AMPCO,American Greetings, XEMCNew EnergyYEARS IN PRACTICE: 13

Biggest Deal: I representedDeutsch Group in its sale toWendel Investissement, aFrench private-equity firm.Deutsch had facilities in LosAngeles; New York; London;Paris; Tokyo; Milan, Italy;Israel; and India – I had tocoordinate the Jones Day dealteams we’d set up on theground in each of those places,and make sure we were all per-fectly coordinated with ourclient’s investment bankers,Houlihan Lokey, as well.Most Difficult Deal: There’sno such thing as a difficult deal– only bad opposing counsel.Best Career Moment: Beingasked by Mr. Steve Brogan,Jones Day’s managing partner,to join the partnership.Worst: Before the closing ofthe Deutsch-Wendel deal, myeyes started to reject my con-tact lenses. I decided to givemy eyes a break on the morn-ing of the closing by leavingthe lenses out until the minuteI needed to leave my hotel forthe closing site. Room servicebrought my breakfast, a fruitsalad, and because I couldn’tsee, I did not notice the strayshard of glass that had some-how made its way into thebowl, which then made it on tomy first forkful and then intomy gums on my first bite.Mouth injuries bleed a lot, andthe room was almost entirelywhite, so pretty soon it lookedlike I’d murdered someone inthere. I downed a bunch ofAdvil, shoved my contact lens-

es back into my scratchy,sleep-deprived eyes, shoved abunch of tissue in my mouth,loaded up my documents andgrabbed a taxi to the closing. The Secret to Closing a Deal:Take your ego off the table andstop fighting lawyer battlesyour client does not give adarn about, and always con-duct yourself honorably. In thisway, you will find yourselfaddressing and resolving thereally important issues earlierin your deals and you willavoid antagonizing youropposing counsel – both ofwhich smooth the pathtowards the closing.If I Weren’t an Attorney: I’d bean actor and a writer.My Colleagues Don’t Know:Because I am a single mother,the only reasons I am able tobe remotely successful at myjob are my parents. It definitelytakes a village.

MARK S. GREENFIELD, 61

FIRM: Blank Rome LLPLAW SCHOOL: UC Berkeley,Boalt Hall School of LawSELECTED CLIENTS: AmpleResources Inc., CrudecorpInc., AmerCable Inc., CollectiveYEARS IN PRACTICE: 36

Most Difficult Deal: Repre-sented Duncan Enterprises in

an acquisition of a companythat had a complementaryproduct line. The target com-pany filed for bankruptcy toavoid acquisition. Duncanaligned with creditors and wasable to buy the company out ofbankruptcy in a very complexseries of alliances, litigatedhearings and deal structure.Best Career Moment: Early inmy legal career, I founded andgrew an oil and gas explorationand production company whilea partner at a former law firm. Iwas lucky to have had theopportunity to develop a duallegal and entrepreneurialcareer. I have had a 25-yearhistory of being chief executiveof three different companiesand a member of boards ofseveral others.Worst: I found myself selling anoil and gas company and re-entering the practice of law at atime when I was faced withchallenging personal, family-related issues and the need tojuggle custodial responsibilitiesof my then 7-year-old daughter.While it was a trying time, I wasrewarded both professionallyand personally.The Secret to Closing a Deal:Know the other side’s inter-ests. That will provide yourclient the selling power to helpthe other side achieve its goalswhile at the same time craftingthe best deal for your client.If I Weren’t an Attorney: Iwould be chief executive of acompany yet one more time.My Colleagues Don’t Know: Iam an aficionado of Broadwaymusicals.

DAVID M. GRINBERG, 40

FIRM: Manatt Phelps &Phillips LLPLAW SCHOOL: Emory Universi-ty School of Law

GRINBERG

JOHN F. HARTIGAN

FIRM: Morgan Lewis & Bock-ius LLPLAW SCHOOL: GeorgetownUniversity Law CenterSELECTED CLIENTS: Apollo Glob-al Management, Jefferies Group,University of Phoenix, BISA,Nature’s Sunshine ProductsYEARS IN PRACTICE: 35

Biggest Deal: The most inter-esting was being appointed anindependent reviewer of DrexelBurnham in connection with itssettlements with the Securitiesand Exchange Commission andDepartment of Justice.Most Difficult Deal: The acqui-sition of the junk bond portfolioof Executive Life, whichinvolved multiple bids andnumerous court challenges,and was especially difficultsince I don’t speak French.Best Career Moment: Suc-

Continued from page 27 processes that failed to close.Highlight of Past Year: My 7-year-old daughter, Ily, taking firstplace in the 25-meter freestyle inher first swimming meet.My Colleagues Don’t Know:My colleagues know mosteverything about me, includingthat I am a fan of musicals and’N Sync, and that my dog isnamed Steeler after the famedfootball team from Pittsburgh.

Tech Talk: Tom Hopkins, at the Shade Hotel in Manhattan Beach, during a visit to L.A.RINGO H.W. CHIU/ LABJ


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cessfully negotiating a dealwith the formidable EdwardBennett Williams when I wasfresh out of law school.Worst: Unexpectedly having torenegotiate a difficult deal inthe middle of a family vacationfrom a pay telephone on thedocks of a Turkish port city inthe minutes before our cruiseship was due to depart. Fortu-nately, the negotiations weresuccessful, the deal closed andI made it back to the shipbefore it sailed.If I Weren’t an Attorney: I’d bean author of suspense novelsor private-equity fund manager.My Colleagues Don’t Know:For many years I paid homageto my Irish ancestors by host-ing an annual St. Patrick’s Daybash for my SEC cronies at theDubliner in Washington, D.C.

SANFORD J. HILLSBERG, 63

FIRM: TroyGould PCLAW SCHOOL: Harvard LawSchoolSELECTED CLIENTS: CytRx Corp.,ImmunoCellular TherapeuticsLtd., RXi Pharmaceuticals Corp.

Biggest Case: RepresentingMead Corp. in contesting a $1billion-plus hostile takeover bidby Occidental Petroleum.Best Career Moment: Organiz-ing and later representingMedco Research Inc., whichsuccessfully developed majorcardiovascular drugs, becamea New York Stock Exchange-listed company and was sold ina major transaction to KingPharmaceuticals.Worst Career Moment: Watch-ing the 1986 Tax Reform Actabruptly end my then-principalpractice of real estate syndica-tion law.Highlight of Past Year: Repre-senting ImmunoCellular Thera-peutics in intellectual property,equity financing and agree-ments with 25 medical centersin preparation for a trial of itsbrain tumor vaccine that is nowunder way.The Secret to Closing a Deal:Understanding and addressingthe spoken and unspokenobjectives of the parties on theother side.If I Weren’t an Attorney: Iwould like to run a pharmaceu-tical company developing newmedicines for major illnesses.My Colleagues Don’t Know:About my keen interest in theaerospace field and mannedspace flight.

ROBERT L. KAHAN, 66

FIRM: Eisner Kahan & GorryLAW SCHOOL: UCLASELECTED CLIENTS: CaliforniaPizza Kitchen founders LarryFlax and Richard Rosenfield,Tony Hawk, Alan Hamel,Suzanne Somers, VMG Part-ners, Ascent Capital Group Inc.YEARS IN PRACTICE: 41

Biggest Deal: Sale of CaliforniaPizza Kitchen to PepsiCo.Best Career Moment: Forma-tion of Stein & Kahan in 1975.Worst: A long and involvednegotiation for the sale of aclient ultimately fell apart onaccount of the sudden loss ofvalue of its underlying assetson account of the economicdownturn in 2006-07.The Secret to Closing a Deal: Ibelieve an effective deal lawyerhandles challenging issues byrecognizing the legitimacy of theother side’s position even if youdisagree with it, rather than justdismissing it offhand – whichoften happens. But most impor-tant, I believe the secret to clos-ing a deal is to understand whatis driving the underlying deal inthe first place. If I Weren’t an Attorney:Sports announcer.My Colleagues Don’t Know: Iran in the Olympic torch relay in1984 in Los Angeles. There werethousands of people on myroute waving American flags –what a great patriotic feeling!

STEPHEN H. KAY, 50

FIRM: Hogan Lovells US LLPLAW SCHOOL: Boston Univer-sity School of LawSELECTED CLIENTS: NewsCorp., Fox Cable Networks,Dolby, Encore Capital GroupYEARS IN PRACTICE: 24

Biggest Deal: Sale of Gem-star-TV Guide to MacrovisionCorp. for $2.8 billion.Most Difficult Deal: Gemstar-TV Guide-Macrovision,

because my role and responsi-bilities encompassed managingthe sale process, leading thedeal negotiations and oversee-ing the documentation, coordi-nating public disclosure, advis-ing our board on corporategovernance matters, andattending to transitionalarrangements for fellowemployees and executives.Best Career Moment: When Ihad officially worked myselfout of a job upon the closing ofthe Gemstar-TV Guide-Macro-vision merger. It was a bitter-sweet moment, but it was agreat feeling to know howmuch my team and I hadaccomplished for the companyand its shareholders.Worst: After nearly a year ofintensive efforts to negotiateand document a complicatedmultiparty, cross-border trans-action, we were preparing toexchange signature pageswhen our client received a callfrom an investment banker tosay that a new bidder hadstolen the deal away with an11th hour topping bid.If I Weren’t an Attorney: I’dtake longer vacations to moreremote places around the world.My Colleagues Don’t Know:That I can happily spend hoursfine-tuning a digital photoalbum of my favorite shotsfrom my most recent travels.

CHRISTOPHER J. KELLY, 40

FIRM: Loeb & Loeb LLPLAW SCHOOL: Loyola Law SchoolSELECTED CLIENTS: KidneyCenter Inc., Turtle MountainLLC, Collectors Universe Inc.,American Precious MetalsExchange Inc., Rals-MM LLCYEARS IN PRACTICE: 12

Biggest Deal: I’m in the middleof it right now. It’s just too soonto share. Next biggest was rep-resenting Pelican Products Inc.,a manufacturer of advancedlighting systems and protectivecases for professional flash-lights, in its $200 million sale toBehrman Capital.Most Difficult Deal: Repre-senting Rals-MM LLC (former-ly Marilyn Monroe LLC) in thesale of substantially all of itsassets, including the name,likeness and image of MarilynMonroe, to a joint venture con-trolled by Authentic BrandsGroup. The deal had to close

U.S. operations of MacSteelGlobal B.V. We were broughtinto the transaction midstreamwith a mandate to close it with-in 30 days, with an untouched10,000-document data roomand all of the transaction agree-ments still to be negotiated.The Secrets to Closing a Deal:Really understanding the busi-ness forces underlying the trans-action: Why is each party at thisplace? And most important: hav-ing an open line of communica-tion with opposing counsel thatis based on mutual trust.If I Weren’t an Attorney:I would travel the globe,competing with (or workingfor) Rick Steves.My Colleagues Don’t Know:Every morning I give my high-energy Labrador retrievereither a five-mile walk or atwo-mile bike ride, just to bringher enthusiasm down to a nor-mal range for the day. Alsohelps clear out my arteries!


BRIAN J. MCCARTHY, 57

FIRM: Skadden Arps Slate Meagher& Flom LLPLAW SCHOOL: Fordham University School ofLaw, 1978CLIENTS: Activision Blizzard Inc.,Advanced Medical Optics Inc., CoreLogicInc., Freedom Communications Inc., Nation-wide Health Properties, Quiksilver Inc., WaltDisney Co., Westwood One

WHEN Nationwide Health Propertieswas ready to prepare a multibillion-dol-

lar deal, the Newport Beach real estate invest-ment trust called Brian McCarthy.

McCarthy, 57, led a team of lawyers in advis-ing Nationwide Health in its $7.4 billion acquisi-tion by Ventas. The deal, announced in February,created one of the largest U.S. health care REITs.

“It’s one of the top 10 deals,” McCarthysaid. “I’ve done many billion-dollar-plus deals.Once they get north of a billion, they are large.”

McCarthy advised Nationwide Health’sboard on its responsibilities, including share-

holder obligations after receiving the acquisi-tion proposal from Ventas.

The biggest challenge was making surethe deal closed on time.

“Trying to get the company in and out ofthe Securities and Exchange Commission andgetting pro forma financials prepared the rightway and timing was important,” McCarthysaid. “Keeping everybody moving along asquickly as possible was the big challenge.”

He also represented Westwood One, aNew York radio operator controlled by West-wood private-equity firm Gores Group, in itsmerger with Dial Global, a New York radiosyndication and advertising network managedby downtown L.A. investment managementfirm Oaktree Capital Management.

Born and raised in New York, McCarthycomes from a long line of lawyers. But hisgrandfather and father weren’t dealmakers,they were litigators.

“I was always interested in deals,”McCarthy said. “When I was in law school, Iwould read the Wall Street Journal and say,‘How did they do that?’”

After graduating from Fordham UniversitySchool of Law in 1978, McCarthy joined theNew York office of Skadden Arps SlateMeagher & Flom. He moved to Los Angeles in1983 to help the firm open its downtown L.A.office. (He has spent his entire legal career atSkadden, except for a two-year stint workingin-house for a client).

A self-described newspaper and magazinejunkie, McCarthy reads the Wall Street Journal,New York Times, Los Angeles Times, NewYork Post and Financial Times daily.

McCarthy’s most difficult deal was with hislocal paper. He advised the Chandler family inthe sale of Los Angeles Times publisher TimesMirror to Chicago media company Tribune.

McCarthy said the deal was challengingbecause it meant a significant change for aniconic L.A. company.

“It was a key company that had a highprofile and was about to change hands,” hesaid. “A little piece of historic Los Angeleswas going to be traded away. There was cer-tain sadness to it.”

– Alexa Hyland


Continued from page 29

before the end of the year andthe terms were changed in thefinal days of negotiations dur-ing the last week of December.I was pacing the floors and weliterally closed at about 4 p.m.New York time on Thursday,Dec. 30.Highlight of Past Year: Cele-brating my 10th anniversarywith my beautiful wife.The Secret to Closing a Deal:Being practical and persistent.If I Weren’t an Attorney: I’dprobably be working on WallStreet as a trader.My Colleagues Don’t Know: Ihave a Yorkshire terrier by thename of Gracie Kelly that I adore.

MARK H. KIM, 39

FIRM: Munger Tolles & OlsonLLPLAW SCHOOL: Yale Law SchoolSELECTED CLIENTS: Air LeaseCorp., Berkshire Hathaway,Encompass Digital Media, OaktreeCapital Management, Phil RuffinYEARS IN PRACTICE: 12

Biggest Deal: $50 billionmerger of Monsanto Co. andPharmacia & Upjohn.Most Difficult Deal: Initial$2.8 billion capital raise andsubsequent $923 million initialpublic offering for Air LeaseCorp., started from scratch.Best Career Moment: Negotiat-ing the $775 million acquisitionof the Treasure Island Hotel &Casino in less than a week.Worst: Getting through the

second night of a double-all-nighter in Newmont MiningCorp.’s $4.4 billion acquisitionof Franco-Nevada Mining Corp.and Normandy Mining to cre-ate the world’s largest goldproducer.Highlight of Past Year: SeeingAir Lease Corp. take off as anew company.The Secret to Closing a Deal:Being practical, exercisingpatience, thinking creativelyand finding common ground.If I Weren’t an Attorney: I’d beplaying a lot more golf.My Colleagues Don’t Know:I’m a History Channel junkie.

JOHN A. LACO, 46

FIRM: O’Melveny & Myers LLPLAW SCHOOL: Loyola LawSchoolSELECTED CLIENTS: OntarioTeachers Pension Plan Board,Mitsubishi Corp., Guess Inc.,MacSteel Global B.V., GlobalCommunication SemiconductorsYEARS IN PRACTICE: 19

Biggest Deal: $1.6 billion IPOfor Santa Fe International Corp.At the time, it was one of thebiggest IPOs in history.Most Difficult Deal: Many yearsago I worked on a prepackagedbankruptcy asset sale. Bankruptcompanies are inherently moredifficult to work with thanhealthy companies. Ultimately,the transaction did close, butwith some very excruciatingmoments along the way.Highlight of Past Year: Clos-ing the $600 million sale of the

JONATHAN K. LAYNE, 58

FIRM: Gibson Dunn & Crutch-er LLPLAW SCHOOL: Emory Universi-ty School of LawSELECTED CLIENTS: AecomTechnology Corp., AmeristarCasinos Inc., Centerview Part-ners LLC, Charter Communica-tions Inc., CityCenter HoldingsLLC, Dole Food Co. Inc., Gold-man Sachs & Co., HerbalifeLtd., K-Swiss Inc., Lazard Freres& Co., Macquarie Securities(USA) Inc., Moelis & Co. Hold-ings LLC, Ryland Group Inc.

YEARS IN PRACTICE: 32

Biggest Case: Representationof Goldman Sachs & Co. asadviser to Yahoo in defense ofa $44.6 billion hostile takeoverattempt by Microsoft.Most Difficult Deal: Counselto a board committee of Holly-wood Entertainment Corp., thesecond largest movie rentalcompany, in connection withthe company’s eventual sale.The transaction, which lastedmore than 15 months andinvolved selling HollywoodEntertainment three times,included a number of complex-ities including multiple transac-tion renegotiations, hostileoffers, class-action lawsuitsand more. The deal ended witha terrific result for HollywoodEntertainment shareholders. Itwas great fun.Highlight of Past Year: Com-pleting a three-year, $2.2 bil-lion transaction for AmeristarCasinos Inc. The transactioninvolved working closely withthe company’s independentdisinterested directors in struc-turing and executing theredemption of a large block ofshares from the estate of thecompany’s founder and therefinancing of the company’sentire balance sheet.The Secret to Closing a Deal:Constantly staying on top oftransaction details on a real-time basis and remaining flexi-ble where appropriate.

WARREN LOUI, 55

FIRM: Winston & Strawn LLPLAW SCHOOL: Stanford LawSchoolSELECTED CLIENTS: Nissan,Wells Fargo, Oaktree CapitalManagement, Aecom Technol-ogy Corp.YEARS IN PRACTICE: 30

Biggest Deal: My biggest dealwas representing BankersTrust Co. as administrativeagent in providing a $3.7 bil-lion credit facility to finance the

Borg-Warner leveraged buy-out, which was the largest everat the time.Most Difficult Deal: My mostdifficult deal was representinga major film studio as a subor-dinated lender and in its distri-bution arrangements withanother major studio – thetransaction involved difficult,long drawn-out negotiationswith multiple parties andspanned multiple time zones.There were also several unusu-al agreements that needed tobe quickly drafted and negoti-ated right before closing.If I Weren’t an Attorney: Iwould probably be trying to runmy own winery and helping withmy son’s startup company.

My Colleagues Don’t Know: Imemorized pi to 365 places inhigh school and recited 100places on stage at the West-wood Playhouse at a perfor-mance of “The Real Live BradyBunch.” I am also one of theinvestors in the Los AngelesSparks. My college roommatewas one of the founders of theMIT blackjack team, profiled inthe book “Bringing Down theHouse” and the movie “21.”I’ve learned some of the tech-niques and accompanied himon some of his forays. As aresult, I’ve been kicked out oftwo casinos and permanentlybanned from one.

STUART OGG, 42

FIRM: Jones DayLAW SCHOOL: Boston Univer-sity School of Law

SELECTED CLIENTS: ThomasProperties Group Inc., FluorCorp., MagnaChip Semicon-ductor Corp., Dendreon Corp.,Alon Brands Inc., RamtronInternational Corp.YEARS IN PRACTICE: 17

Biggest Deal: When I waspracticing in Texas, we werebankruptcy counsel to EnronCorp., and I led one of the cor-porate teams in the bankruptcyauction and sale of the whole-sale trading business to UBS.At the time, no one had everreally successfully sold a trad-ing platform on that scale as abusiness unit and the bank-ruptcy process made it evenmore difficult. We had WallStreet Journal reporters beingtipped off to our location byhotel staff and others. Ourmovements between Houstonand New York were beingchronicled in surprising detailin the next morning’s edition.Best Career Moment: I wouldsay that one of the most satis-fying and enjoyable transac-tions I ever did was the acqui-sition of the Texas Rangersbaseball franchise by TomHicks from the group led byfuture President George W.Bush, primarily because I’m ahuge baseball fan, so it wasexciting to deal with MajorLeague Baseball and see theinner workings of a profession-al sports team.Worst: We filed the Enron bank-ruptcy over a weekend, and onMonday morning after not hav-ing slept much in three days, Igot in the elevator at the down-

OGG

Big Deals: Brian J. McCarthy.

LOUI


MONICA J. SHILLING, 41

FIRM: Proskauer Rose LLPLAW SCHOOL: Georgetown UniversityLaw CenterCLIENTS: Ares Capital Corp., Ares Manage-ment LLC, Bank of America, Gores GroupLLC, Lucky Brands Jeans co-founders GeneMontesano and Barry Perlman, Sony PicturesEntertainment Inc.

MONICA Shilling vaulted into the top eche-lons of L.A.’s transactional lawyers with

a $909 million deal last year that owed its suc-cess in part to a massive blizzard.

Shilling was representing Atlanta private-equity giant Ares Capital Corp. in its bid toacquire Washington, D.C.-based Allied Capi-tal Corp. It was a particularly tough dealbecause the two companies had completelydifferent management systems that had to bemeshed. Meanwhile, another private-equityfirm had entered the fray, hoping to acquireAllied Capital, putting pressure on Shilling andher team to get the deal done. Then a snow-storm paralyzed much of the East Coast. But

Shilling didn’t let that stop her. She reachedkey federal regulators at home and managed towrap up her biggest deal to date.

She decided to pursue law despite an unusualtemptation: While doing her junior year abroad,she came close to dropping out to join a touringFrench acting troupe. But she decided against it.

“I felt I would be letting down my family,”she said, “because I had opportunities in frontof me that I felt they didn’t have.”

Shilling first wanted to be a litigator, but grewimpatient with the relatively slow pace of corpo-rate law trials and opted for transactions instead.

“I don’t like to waste my time andtransaction law tends to go pretty quickbecause there’s a deadline to get a dealdone,” she said.

Shilling is single and likes to travel. Onone recent trip to London, she happened upona jewelry auction at Sotheby’s Internationaland bought a bracelet. When she returned,wearing the bracelet, one of her colleaguescalled her an “international woman of mys-tery,” which suits her fine.

“I have friends all over the world,” she said.– Howard Fine


town Houston Enron tower,going down from the top exec-utive floors where we had beenworking. They had just gonefloor to floor and terminatedprobably half the employees inthe building and I watched hun-dreds of people flood onto thestreets and courtyard belowwho had just lost their oncehighly sought-after jobs. I’llnever forget that scene.Secret to Closing a Deal: Myview is to do everything I canto keep egos out of the way ofcompleting an otherwise com-patible transaction. If I Weren’t an Attorney: I’dlike to fly small-plane sightsee-ing tours to Catalina Island.My Colleagues Don’t Know:I’m still a huge Dallas Mavericksand Texas Rangers fan from allmy years living in Texas. I try toavoid our suite at the StaplesCenter when the Lakers play theMavericks so I don’t have tobite my tongue – this was final-ly a very good year.

LISA GREERQUATEMAN, 57

FIRM: Polsinelli Shughart LLPLAW SCHOOL: UCLA School ofLawSELECTED CLIENTS: Numer-ous privately held middle-mar-ket companies, financial insti-tutions, investor-owned utili-ties and government entitiesYEARS IN PRACTICE: 33

Biggest Deal: My largest transac-tion by size was the state of Cali-

fornia’s Economic RecoveryBonds – the voters had approvedup to $15 billion in bonds in 2008to refinance the state deficit. Best Career Moments: Recentbest moments have includedjoining Polsinelli Shughart withmy entire Quateman LLP team,to open and manage the firm’sL.A. office, resuming work for afantastic corporate client thatoutgrew us some years ago andlanding a wonderful pensionfund client that I have beencourting for over a decade.Worst: So far nothing hastopped my blunder as an asso-ciate during my first year ofpractice in New York when adocument I worked on was sentto the recorder and containedan error. It taught me the valueof proofreading and today peo-ple tease me about my proof-reading skills. Along the waysince then, there have been afew less fun instances – of gen-der discrimination, for example.The Secret to Closing a Deal: Ihave found that it is crucial tomaintain a calm, warmdemeanor, and to make an effortto understand the other person’sneeds. One also has to be willingto work very hard and very longhours when necessary.My Colleagues Don’t Know: Ihave done a lot of solo travel,through Europe, and to partsof West Africa and Senegal. Ithink those trips fosteredcourage to take other risks inlife and business.

World Traveler: Monica J. Shilling at her office in Century City.

DAVID K. ROBBINS, 54

FIRM: Bingham McCutchen LLPLAW SCHOOL: New York Uni-versity, LLM Tax; University ofMiami, (J.D.)SELECTED CLIENTS: HoneywellInternational, Celanese Corp.,Shamrock Holdings Inc., YucaipaInvestment Funds, MitsuiYEARS IN PRACTICE: 29

Biggest Deal: Representation ofAPP Pharmaceuticals’ boardcommittee in the nearly $4 billion

ROBBINS

sale of APP to Fresensius SE.Most Difficult Deal: Represent-ing Roy E. Disney in the suc-cessful withhold-the-vote cam-paign against Michael Eisner andselected members of the boardof Walt Disney Co. Walt DisneyCo. threw everything it could atus from beginning to end.The Secret to Closing a Deal:Understanding and effectivelydealing with the issues andobjectives motivating the otherside while ensuring that yourclient remains focused on itsbusiness objectives.If I Weren’t an Attorney: I wouldlikely be an environmentalistcounting whales in Puget Sound.My Colleagues Don’t Know: Iam an avid cyclist who enjoys100-mile bike rides throughthe Santa Monica Mountainson the weekend.

GARY B. ROSENBAUM, 49

FIRM: McDermott Will &Emery LLPLAW SCHOOL: UCLA Law School

SELECTED CLIENTS: GE Capital,US Bank, TriplePoint CapitalYEARS IN PRACTICE: 24

Most Memorable Deal: The$425 million syndicated financ-ing agented by GE Capital in1993 of a pharmaceutical dis-tributor that was on the verge ofbankruptcy was a landmarkdeal in my career that wasreplete with cross-country red-eye airplane trips to negotiateloan agreements with the bor-rower and its counsel, a week-long closing in New York and agreat closing dinner at the Rain-bow Room on the 65th floor ofthe GE Building at RockefellerCenter in New York.Most Difficult Deal: Leadingour firm’s representation ofSecurus Technologies, one ofthe largest independentproviders of inmate telecommu-nications services to correction-al facilities, in connection withits 2010 debt restructuring.The Secret to Closing a Deal:Understanding your client andits business and knowing thepoints that your client needs tohave as opposed to the itemsthat it views as being nice tohave and being able to priori-tize those critical points.If I Weren’t an Attorney: Iwould be a high school or Divi-sion III college basketball coach.My Colleagues Don’t Know: Iam obsessed about beingorganized and am constantlychecking and double-checkingto-do lists, which drives myfamily crazy at home but keepsme sane at the office.

RICHARD A. SHORTZ, 66

FIRM: Morgan Lewis & Bock-ius LLPLAW SCHOOL: Harvard LawSchoolSELECTED CLIENTS: EdisonInternational, Black Hills Corp.,Contango Oil & Gas Corp., Mit-subishi Corp., Shaw Construc-tion, Alta Resources, SynergyRenewables, Southwest Gener-

ation, Carson Cogeneration, J-Power DevelopmentYEARS IN PRACTICE: 41

Biggest Deal: The develop-ment of 10,000 megawatts ofcoal-fired plants in Texas forTXU Corp. with a cost ofapproximately $15 billion.Most Difficult Deal: The pur-chase of the 2,000 megawattHomer City Generation Facilitynear Pittsburgh for approxi-mately $2 billion for EdisonInternational. This transactionwas accomplished immediatelyafter the electric power indus-try was deregulated in Penn-sylvania and New York state,and required approval of thepublic utility commissions inPennsylvania, New York stateand New Jersey as well as theFederal Energy RegulatoryCommission in Washington,D.C. The purchase took wellover a year to complete.Best Career Moment: Complet-ing the purchase of all the WestCoast assets of Phillips Petrole-um Co., including a refinery inSan Francisco, eight oil termi-nals and over 1,000 service sta-tions as the general counsel ofTosco Corp., which was thenheadquartered in Los Angeles.Worst: Helping my client trans-fer seven prestigious golfcourse communities to itslender after the 2008 financialcrisis in lieu of repayment of $1billion of loans.Highlight of Past Year: Clos-ing a $1 billion fund for AltaResources, which is based inHouston and invests in shale

gas production in the Marcel-lus and Fayetteville gas plays inPennsylvania and Arkansas.If I Weren’t an Attorney: Iwould likely be running anenergy business in Houston.My Colleagues Don’t Know: Ilove theoretical astrophysics,so I spend weekends readingabout black holes, string theo-ries and multiverses.

PAULINE M. STEVENS, 64

FIRM: Allen Matkins LeckGamble Mallory & Natsis LLPLAW SCHOOL: University ofPennsylvania Law SchoolSELECTED CLIENTS: Variousinternational, national andregional banksYEARS IN PRACTICE: 38

Most Difficult Deal: The mostdifficult transaction on which Ihave ever worked was one thatdid not close. In order to make abid for an acquisition, the bor-rower required financing bynoon. A conference call with theparties lasted through the nightbefore the deadline and ended atnoon without a deal. Despite thepressure to close, the partieshad the integrity not to compro-mise their core requirements. Iwould not want to repeat thatexperience, but it taught me tobe patient and that sometimes itis OK not to close a deal.Best Career Moments: When Ican help clients achieve their


SHORTZ

goals while mitigating legalrisk in novel ways.Worst: My worst careermoment was when globallyreplacing one word with anoth-er in a document resulting inturning the borrower’s nameinto an expletive.The Secret to Closing a Deal:Patience, organization andearly attention to detail.If I Weren’t an Attorney: I wouldbe a gym rat. I love to work out.My Colleagues Don’t Know: Ihave run 60 marathons and anultramarathon.


MARY ANN TODD, 43

FIRM: Munger Tolles & Olson LLPLAW SCHOOL: YaleCLIENTS: Berkshire Hathaway Inc., Uni-versal Music Group, 99 Cents Only Stores

WHEN Berkshire Hathaway is one of yourmajor clients, you have to be ready to

turn around billion-dollar deals at the drop ofWarren Buffett’s hat. Such was the case forMary Ann Todd one week in March, whenshe got the call that the investment companywanted to acquire Lubrizol Corp., a Wick-liffe, Ohio, maker of specialty chemicals.

As with a lot of Berkshire deals, it was amad sprint to the finish line, with Todd par-ticipating in negotiations early in the week,and then working through the weekend tohelp wrap up the $9.7 billion deal by Sunday.

But that wasn’t all. On Thursday of thatsame week, another client, 99 Cents OnlyStores, received a buyout offer from L.A.private-equity firm Leonard Green & Part-ners LP. (That proposal has run into share-

holder opposition and still hasn’t closed.)“I didn’t get much sleep that week, but it

comes with the job,” she said with a laugh.“It’s true that when it rains, it pours.”

Todd’s firm, Munger Tolles & OlsonLLP, was founded by Berkshire HathawayVice Chairman Charlie Munger, so she hasworked on many deals for the company overthe years, including its massive $34 billionacquisition of Burlington Northern SantaFe Railway Co. in 2009 and, this August,the dramatic $5 billion investment into a tee-tering Bank of America. The turnaround onthat latter deal was less than 24 hours.

“That was something that Mr. Buffett hassaid he arrived at that morning,” she said.“The quick turnaround is definitely a part ofwhat comes with working with them.”

Other clients include Universal MusicGroup and Warner Music Group.

Today, she lives in Santa Monica, andspends much of her free time with a youngdaughter – her older daughter attends collegein New York – and practicing yoga.

– Alfred Lee

PAUL TOSETTI, 56

FIRM: Latham & Watkins LLPLAW SCHOOL: HarvardCLIENTS: Allergan, Beckman Coulter, Oracle.

REMEMBER Ted Turner’s acquisition ofMGM for $1.5 billion in 1986? How

about the $25 billion buyout of RJR/Nabiscoby Kohlberg Kravis Roberts in 1988? OrOracle’s purchase of BEA Systems for $8.5billion in 2008?

You heard about them in the news. PaulTosetti lived them.

Tosetti is a partner in the L.A. office ofLatham & Watkins and served 10 years aschairman of the firm’s mergers and acquisi-tions group. In the 1980s, the firm handledmuch of the local legal work for DrexelBurnham Lambert. Although a young attor-ney at that time, Tosetti recalls working everyweek on headline-making deals.

“I worked as an associate on a number oftransactions that had a lot of zeroes in thetransaction value,” he said.

The turning point of his career came in 1990when Drexel Burnham declared bankruptcy.But in an ironic twist, the demise of the compa-

ny gave him a wider client base for the future.“I followed the bankers with whom we’d

worked at Drexel to their new homes at Apol-lo, Ares, Bear Stearns, Canyon, GoldmanSachs, Leonard Green, Jefferies and otherplatforms,” he said. “I’ve never forgotten thatlemonade-out-of-lemons time in my career.”

This summer he helped with the sale ofCalifornia Pizza Kitchen to private-equityfirm Golden Gate Capital for $470 million.A month later, he was involved in the sale ofmedical equipment manufacturer BeckmanCoulter to Danaher Corp. for $6.8 billion.

In 1994 he represented the Americancommittee that organized soccer’s WorldCup, the first time the event was hosted inthe United States. He later helped organizeMajor League Soccer.

The son of a jazz pianist, Tosetti worked inhigh school and college as a keyboard playerfor rock bands, or playing solo for private par-ties, bar mitzvahs and wedding receptions.

Tosetti still plays a half-hour or so everyweek to keep his fingers nimble – and as ahedge in case the M&A market ever dries up.

“If the day job doesn’t work out, I’ll dust offthe Cole Porter songbooks,” he said.

– Joel Russell


Continued from page 31

W. ALEX VOXMAN, 44

FIRM: Latham & Watkins LLPLAW SCHOOL: University ofPennsylvania Law SchoolSELECTED CLIENTS: DemandMedia, Huffington Post, Nestlé,MyLife.com, FreshDirect.com,Clarient

ly means it’s party time!Worst: Pulling back-to-backall-nighters on a deal wonder-ing if the end is in sight.Highlight of Past Year: Repre-senting Demand Media in itsIPO, Huffington Post in its saleto AOL, Nestlé Waters in itsacquisition of Sweet Leaf Tea,and Clarient in its sale to GE.The Secret to Closing a Deal:Lock everyone in a room and don’tlet them leave until it’s done!If I Weren’t an Attorney: I’dspend a lot more time trying tolearn how to play golf.My Colleagues Don’t Know: Iused to scoop ice cream atFriendly’s ice cream. And I stillsneak out to see ’80s heavy metalband concerts whenever I can.

DON L. WEAVER

FIRM: SNR Denton US LLPLAW SCHOOL: USCSELECTED CLIENTS: Bank ofAmerica, Key Bank, City

National Bank, CommercialSolar Power Inc.YEARS IN PRACTICE: 20-plusyears

Biggest Deals: Represented theagent and bank group in a $1.2billion financing for the con-struction of four utility scalegas-fired electric generationplants. Represented a rail-carcompany in a $1.3 billion financ-ing for the acquisition of railcars funded by syndicated bankdebt and commercial paper.

Most Difficult Deal: Thefinancing of a floating oil pro-duction/storage facility in theNorth Sea. There were severaldifficult legal issues that aroseregarding rights and interestsin the facility that was in inter-national waters.Best Career Moment: Obtain-ing a tax ruling from the statethat resulted in several milliondollars of savings for the client.Worst: After working for severalmonths without a day off on afinancing of a telecom facility inAsia, the sponsoring govern-ment was downgraded on themorning of the closing therebyeliminating the credit supportneeded for the deal. Without thecredit support the transactioncould not go forward.Highlight of Past Year: Thedevelopment and financing ofsolar renewable energy pro-jects. This emerging new mar-ket involves a technology Ibelieve will be beneficial to theeconomy and our environment.

JOHN A. WEISSENBACH, 56

FIRM: Kirkland & Ellis LLPLAW SCHOOL: HarvardSELECTED CLIENTS: OaktreeCapital Management (includingthe Global Principal Invest-ments group and the GFI Ener-gy Group), Shamrock CapitalPartners, Lovell Minnick Part-ners, Brentwood Associates,Willis Stein & PartnersYEARS IN PRACTICE: 23

Most Difficult Deal: A minori-ty investment transaction in

YEARS IN PRACTICE: 17

Biggest Deals: Demand Media’sIPO, Huffington Post’s acquisi-tion by AOL and Myspace’sacquisition by News Corp.Most Difficult Deal: A largeM&A transaction that wasnegotiated from start to finishover a weekend.Best Career Moments: Proba-bly the most rewardingmoments are when deals getsigned after several back-to-back all-nighters, as that usual-

VOXMAN WEAVER

The Secret to Closing a Deal: Itry at the outset of a transactionto develop a relationship withthe other side so that commu-nications will continue evenwhen difficult issues arise.If I Weren’t an Attorney: Iwould teach history.My Colleagues Don’t Know: Iam an avid hiker. I hiked MountWhitney three years in a row.



Not Much Sleep: Mary Ann Todd at her downtown office.

Piano Man: Paul Tosetti, with soccer ball, at his downtown office.


Is Proud to Host a Very Special Evening with

Vin ScullyIncluding an “Up-Close” Interview with Roy Firestone

Wednesday, November 16, 2011, 5:00 p.m.

Westin Bonaventure Hotel404 S. Figueroa St., Los Angeles 90071

www.westcoastsports.org

For corporate sponsorship and ticket information, please call Westcoast

Sports Associates at (310) 294-7179

Join us for a sports collectibles auction, dinner

and award presentation

Fisher & Phillips LLPattorneys at law

Solutions at Work®

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Many law firms talk about value as if it’s a newconcept. At Fisher & Phillips LLP, our commitmentto value dates back to the founding of thefirm nearly 70 years ago. So how do we providethis value?

We do only one thing: Represent employers in laborand employment matters. You benefit from our deepand broad expertise in the area of the law weknow best.

Our attorneys treat your legal problems as businessproblems, and help you avoid legal disputes. We areresponsive, we are economical, and we rewardour associates for quality work, not just for billablehours. We are national and local, with attorneys in25 offices around the U.S.

For more on the Fisher & Phillips Value Statement, goto www.laborlawyers.com/value.

National First–Tier RankingsEmployment Law – Management

Labor Law – Management

Fisher & Phillips Value


RICK WELCH, 59

FIRM: Bingham McCutchen LAW SCHOOL: Stanford SELECTED CLIENTS: FreemanSpogli & Co., Levine Leicht-man Capital Partners, RiordanLewis & Haden, Kayne Ander-son Private Investors, Vintage

Capital Group LLC, Del MonteCorp., Simmons FoodsYEARS IN PRACTICE: 32

Biggest Deal: Representation ofthe Special Committee of GuitarCenter in Guitar Center’s $2.1 bil-lion acquisition by Bain Capital.Most Difficult Deal: Manyyears ago, my largest clientwanted to do things that theyshould not have wanted to doand could not legally do. Ididn’t let them and I got firedover it. History later provedme right.Best Career Moment: Havinghelped create a very fine firmcalled Riordan & McKinzie,with great lawyers and a greatculture, and successfully com-bining it with BinghamMcCutchen – a very fine firm inits own right. Worst: When deals die for noapparent business or legal rea-son – it doesn’t happen veryoften, but it does happen. It’san empty feeling.

MICHAEL WORONOFF, 51

FIRM: ProskauerLAW SCHOOL: University ofMichigan Law SchoolSELECTED CLIENTS: AresManagement, Credit Suisse,Jefferies, Gores Group,Promenade Trust, GeneralNutrition Centers, StreamGlobal ServicesYEARS IN PRACTICE: 26

Biggest Deal: I was on theProskauer team that advisedone of the purchasers on the2006 $21 billion leveragedbuyout of HCA (one of thelargest LBOs ever). But often

smaller deals are the mostfun to work on. For example,the sales of J Brand Jeans,and of the Elvis Presley andFrank Sinatra estates werefantastic deals.Most Difficult Deal: It wouldbe hard to pick. I love com-plex deals because they arethe ones where I can add themost value.The Secret to Closing a Deal:When you hit a roadblock,don’t tell the client no, figureout an alternative path.If I Weren’t an Attorney: I’d bea gondolier or a rodeo clown, Ican’t decide.

DAVID YOUNG, 41

FIRM: DLA Piper LLPLAW SCHOOL: USCSELECTED CLIENTS: Associat-ed Press, Avaak, AWR, Cross-cut Ventures, Docstoc, GehryTechnologies, GraphEffect,GRP Partners, GumGum,

KidZui, Main Street Connect, r4Vascular, Qualcomm, Vice,ZumboxYEARS IN PRACTICE: 16

Biggest Deal: RepresentedQualcomm in $805 millionacquisition of Flarion Tech-nologies Inc.Most Difficult Deal: The mostdifficult deals are when there isa cultural disconnect as far asexpectations, deal structure orcustomary practice. Deals getdone differently in Silicon Val-ley versus New York, in tech-nology versus real estate ormanufacturing, and in the Unit-ed States versus Europe orAsia. Lawyers certainly need toknow what is customary indoing a deal, but also why it iscustomary so that they knowwhen and how to deviate fromthat standard playbook whenneeded or appropriate.Best Career Moment: In2000, I moved to Los Ange-les to found the L.A. officefor Silicon Valley-based Ven-ture Law Group. It was anamazing opportunity so earlyin my career and providedthe platform to doing some-thing entrepreneurial, similarto my early stage clients.Since that time I’ve had afront-row seat to watch thecontinued development ofthe venture capital, technolo-gy and digital media commu-nity here in Los Angeles.Worst: At the first client board

meeting I ever attended, as avery young associate, Ipoured steaming hot coffeeinto a wax-lined cup intendedfor water or soft drinks. Iwatched nervously as the waxmelted and curled, floating inthe coffee, but it got worsewhen the bottom fell out ofthe cup and the coffee instant-ly flooded the entire table andall papers, laptops, etc.Highlight of Past Year: Thesuccessful acquisitions of mytwo most longstanding clients,AWR Corp. and SmartReply,by National Instruments andSoundBite, respectively. I hadworked with both companiesfor more than 10 years. Work-ing closely with early stagecompanies to build their busi-nesses and successfullyachieve their goals is veryrewarding.The Secret to Closing a Deal:Understanding the client’sbusiness and objectives iscritical. Being able to identifyall of the issues in an agree-ment should be the easy part– the key is the ability to prior-itize those issues and focuson the ones that really matter.Every decision is a businessdecision, and lawyering forthe sake of lawyering is whatgives attorneys a bad name incertain circles.If I Weren’t an Attorney: I’dbe at home with my familyright now.

WEISSENBACH WELCH

which the opposing party andcounsel were inexperienced,inefficient, inconsistent andunreasonable.Highlight of Past Year: Mydaughter running 2:02.04 inthe 800-meter finals at the Cali-fornia State Track & FieldChampionships in June.The Secret to Closing a Deal:There is no secret. It’s aboutlistening carefully and thinkingcreatively but practically.If I Weren’t an Attorney: I thinkI would have been an investor.My Colleagues Don’t Know:Collectively, they know mosteverything.

Highlight of Past Year: Ourwork on a number of fronts,especially representing twoclients in the Deepwater Hori-zon oil spill, has been out-standing.If I Weren’t an Attorney: Iwould be an architect.

los angeles business journal who’swho inl.a · 2019-03-05 · who’swho inl.a.law los angeles...

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