2022 DIVERSITY DATABASE UNDERWRITER Wachtell, Lipton, Rosen & Katz

Each year, a significant chunk of the world’s dealmaking—major mergers and acquisitions, antitrust and shareholder litigation, big-name restructurings, and multi-billion-dollar real estate ventures—gets cranked through the well-oiled machine that is Wachtell Lipton. Manning the apparatus are a gifted few, whose compensation far outstrips industry standards. While it may not be the biggest or the highest revenue-maker as a firm, it is the most profitable place in the world to practice law. Wachtell Lipton is one of the smallest firms in the AmLaw 100, but it is continually one of the top firms (and usually the top firm) when it comes to PPP. t also stands above the going market rate for first-year associate salaries. 

The New York Four

Founded in 1965 by four princes of NYU’s Law Review—Herbert Wachtell, Martin Lipton, Leonard Rosen, and George Katz—this resolutely New York firm still operates from a single Manhattan office. Public interest law champion Katz died young, at 57, in 1989. Rosen remained at the firm as of counsel until he passed away in 2014 at the age of 83. Wachtell and Lipton remain at the firm as active partners. In 1982, Lipton—who recently topped New York Magazine’s list of the most influential lawyers in New York—actually created the “poison pill,” one of the most famous and enduring ways to protect shareholders’ rights.

Corporate Kings

What sets the firm apart—even rivals concede—is that in a city of razor-sharp competitors, no other quite matches what Wachtell Lipton does. From its early days, the firm steered clear of run-of-the-mill corporate matters, choosing messier, riskier work. As such, Wachtell Lipton relies far less on bread-and-butter clients and politely declines more plebeian (though profitable) engagements. The firm was one of the first to link its fees to deal value, a model that became the aspiration of most major M&A houses. 

When it comes to M&A, Wachtell Lipton reigns supreme, holding the No. 1 spot in Vault’s M&A ranking for more than a decade. It also regularly places among the top 10 firms in Vault’s General Corporate, Private Equity, and Banking & Financial Services rankings. The firm was involved in the death’s door resuscitation of Chrysler in the 1970s. It also played a key role in the much-publicized acquisition of Getty Oil Company, in which Texaco’s “white knight” offer was heralded as one of the greatest acquisitions in history. In more recent history, the firm has seen great success with LBOs and IPOs, corporate restructurings, and other finance matters. It took the lead on what some observers have called the most complex real estate deal in history: the successful negotiation of a master development agreement for the World Trade Center site following September 11, 2001.

See You in Court

The firm’s litigators are no slouches either, complementing Wachtell Lipton’s corporate practice with high-profile securities, corporate governance, and takeover matters. The firm’s notable cases are many, including Morrison v. National Australia Bank—in which the Supreme Court determined that Section 10(b) of the Securities Exchange Act applies solely to those U.S. securities purchased and sold in the United States—and Martin Marietta Materials, Inc. v. Vulcan Materials Co. in which the Delaware Supreme Court affirmed the order to enjoin a hostile takeover of the firm’s client based on improper use of confidential materials. 

Clients rely on us for the most complex transactions

Wachtell Lipton advised Kansas City Southern in its merger with Canadian Pacific.  Pending final approval by the Surface Transportation Board, the $31 billion deal will create the first single-track railroad spanning the United States, Mexico and Canada and is the first Class I railroad merger in North America in more than two decades.

Tech Time

Wachtell Lipton represented Square, Inc. in its US$29 billion acquisition of Afterpay, the second-largest tech deal of 2021 and the largest-ever merger involving an Australian entity.  It was also Square’s largest acquisition ever and included cross-border complexities involving a court-approved Scheme of Arrangement. 

Wachtell Lipton also represented Salesforce in its $27.7 billion acquisition of Slack, the largest software transaction of 2020 and the largest CRM deal ever.  That capped a run of transformative M&A deals that we have led for Salesforce, including its $6.5 billion acquisition of MuleSoft in 2018 and its $15.7 billion acquisition of Tableau in 2019.

Go-to firm for Activism defense

Wachtell Lipton is the go-to Firm for activism defense as the top legal advisor to target companies with a market cap of $1 billion +; by stake value; and aggregate market cap for FY 2021, which is a standing the Firm has maintained for the past five years.

Life changing pro bono victory

George Bell, Rohan Bolt and Gary Johnson, who were wrongfully convicted of a double murder in Queens and incarcerated for the last 24 years, walked free from prison on March 5, 2021.  Wachtell Lipton represented George Bell, pro bono, in this case.  The Firm continues to handle Mr. Bell’s Section 1983 claim against New York State and is working with Emery Celli to bring a civil rights claim on behalf of Mr. Bell.

● Wachtell Lipton has repeatedly contributed to major evolutions in corporate law to advance the interests of its clients.  Among other things, Wachtell Lipton originated the shareholder rights plan, or “poison pill,” invented novel two-tiered price structure to resolve antitrust-risk impasse in the $11.3 billion Valspar/Sherwin-Williams merger and structured the first cross-border “Morris Trust” transaction between SmithKline Beckman and Beecham.

● Wachtell Lipton has been involved in the transactions giving rise to most of the landmark corporate governance decisions in Delaware (and elsewhere), including the Corwin, Arconic, Allergan, Airgas, Sotheby’s, Vulcan Materials, Household, Time Warner and QVC decisions.

● Following the financial crisis in 2008, Wachtell Lipton represented the U.S. Treasury in connection with the rescues of Fannie Mae and Freddie Mac.

● Wachtell Lipton is the leading firm for appraisal litigation defense, including winning PetSmart, the largest appraisal case in Delaware history.  The firm also played a central role in the litigation related to the tragic events of 9/11 and a leading role in the redevelopment of the World Trade Center.

• American Lawyer Dealmakers of the Year, 2022 – Steven Rosenblum, Elina Tetelbaum, Raaj Narayan.
• Benchmark Litigation Bill Savitt inducted into Benchmark Litigation’s Hall of Fame.
• Bloomberg Law – They’ve got Next:  Antitrust Fresh Face – Christina Ma.
• Bloomberg Law – They’ve Got Next 40 Under 40 – Ryan McLeod.
• Law 360:
  • o   MVPs:   Nelson Fitts (Competition), Andy Nussbaum (M&A).
  • o   Rising Stars – Elina Tetelbaum (2022).
  • o   Practice Groups of the Year 2021 – M&A, Securities.