BUSINESS JOURNAL OCTOBER 10, 2011 • SPECIAL REPORT Who’s Who in L.A. Law

This year, the Business ROMINENT M&A attorneys in Los Angeles handle deals with a lot of zeros. Consid- Journal shines its er Mark H. Kim, who helped arrange the $50 billion merger of Monsanto with spotlight on the Pharmacia & Upjohn. Or Linda L. Curtis, who was involved in Del Monte’s $5.3 billion leveraged buyout. They’re among the top 40 dealmakers selected by the dealmakers: the L.A. Business Journal featured in this year’s Who’s Who in L.A. Law. To pick the lawyers who pull off P lawyers who made the list, legal reporter Alfred Lee surveyed local experts and attorneys to zero the biggest mergers in on those best known for closing the biggest deals. The skill set requires understanding the and acquisitions. thinking of your client and opposing counsel, as well as the stamina for the all-nighters needed to 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 to Tribune. “A little piece 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 the founders of the MIT team – and gave him some unusually effective tips. “I’ve been kicked out of two and permanently banned from one,” Loui said. 26 LOS ANGELES BUSINESS JOURNAL OCTOBER 10, 2011

SPECIAL REPORT WHO’S WHO IN L.A. LAW

KEN BARONSKY, 48 a $9 billion leveraged buyout of the firm in 2007. Among his other transactions, Baronsky is FIRM: Milbank Tweed Hadley & McCloy representing the Fertittas in connection with a LAW SCHOOL: University of Washington potential deal involving the Hard Rock Hotel CLIENTS: Station Casinos, Fertitta Enter- & in . He is also representing tainment, Fiesta Palms, Golden Gaming, MTR Gaming Group in connection with a Gordon Biersch, Zuffa (Ultimate Fighting potential sale of the company. Championships) Baronsky began specializing in gaming in the early 1990s, when legalized gambling first moved EN Baronsky was just out of law school beyond Nevada and New Jersey onto riverboat Kwhen he was assigned a leveraged buyout casinos in Missouri, Mississippi and Louisiana. case that made him wonder whether he had cho- It wasn’t always comfortable work. Swelter- sen the wrong profession. ing on the tarmac in Biloxi, Miss., while waiting “I was given extraordinary responsibility for his plane to take off was an unfortunate com- under extreme time pressure on a complex trans- mon occurrence during those years, Baronsky action,” he said. “I worked 72 hours straight at recalled. one stretch and fell asleep in a New York cab But it wasn’t always uncomfortable, either. with the meter running. A paralegal on the case He believes the industry’s reputation for unsa- had a nervous breakdown.” vory characters is not deserved. That was 1989. Since then, he’s established a “I find it to be one of the cleaner business- practice focusing on the U.S. gaming industry, es,” he said. “It’s very transparent because it’s starting with Mississippi riverboats and Native highly regulated and the people who have gam- American casinos, while continuing to work on ing licenses are very protective of them.” mergers and acquisitions. Baronsky, who lives in Manhattan Beach with As part of his work in restructuring one of RINGO H.W. CHIU/ LABJ his wife and two daughters, was raised in Seattle Nevada’s largest casino and resort operators, the Rolling the Dice: Ken Baronsky at his downtown office. by an attorney father and a mother who dreamed Fertitta family’s Station Casinos, he represented he would one day become an orthodontist. the owners in their $2 billion acquisition of four cy case in the history of the U.S. gaming industry. The restructuring erased $4 billion in debt. “That sounded pretty awful to me,” he said. casinos in Las Vegas: Red Rock Resort, Boulder The case ended in June with a $7 billion restruc- Brothers Frank and Lorenzo Fertitta are longtime These days he enjoys spending time with his Station, Sunset Station and Palace Station. turing that preserved the firm’s 18 casinos and Baronsky clients. He represented the company in family and skiing, golfing, travel and wine-tasting. The purchase was part of the largest bankrupt- hotels, along with nearly 13,000 Las Vegas jobs. its initial public offering in 1993 and then guided – Karen E. Klein

with a third company. The third Trench Shoring Co., Smarsh, the vegetables and herbs that sell a unit of a public company, resentation of News Corp. and company had apparently been Inc., Cesar Millan Inc., Carlin we harvest. signed a definitive purchase Fox Entertainment Group in the involved in a pump-and-dump Capital Partners agreement to acquire a private sale of the Los Angeles market manipulation scheme YEARS IN PRACTICE: 15 company, signed a merger Dodgers to Frank and Jamie perpetrated by two stockbro- agreement to sell a private McCourt. Buying or selling a kers with dubious affiliations. Biggest Deals: Sale of OPI company to a public company, baseball club is no small feat The stockbrokers were found Products to Coty, sale of Fiji closed a bankruptcy acquisi- as you must comply with bound, gagged and shot in the Water to Roll International, tion, and signed five letters of Major League Baseball’s com- back of the head in a mansion equity financing for Westlake intent to buy and sell various plicated rules as well as the in northern New Jersey. The FBI Financial Services provided by businesses. approval process, which was under the impression that Marubeni Corp. If I Weren’t an Attorney: I’d be includes extensive discussions somebody was delivering some Best Career Moment: Stand- an owner and operator of a with MLB’s representatives in sort of message. Needless to ing in the conference room of a business. I like the fast pace order to confirm compliance say, the deal did not close. well-known private-equity firm and challenges that owners are and obtain the approval of the DAVID ANDERSEN, 46 Highlight of Past Year: Clos- watching my client embrace facing in this environment. I requisite owners. ing two different multimillion- his family in celebration after think I could put together a Best Career Moment: Making FIRM: Bryan Cave LLP dollar corporate sponsorships signing the last document of a great team to manage a busi- partner at Skadden 15 years ago. LAW SCHOOL: Northwestern for X Prize Foundation in May minority recapitalization that ness to success. Worst: As a young associate University of this year. would put growth capital into LAWRENCE M. BRAUN, 56 My Colleagues Don’t Know: I working on a transaction, I SELECTED CLIENTS: The Secret to Closing a Deal: the company and provide a have a black belt in karate. noticed a terribly embarrassing AssistMed, Belkin; Brothers Understanding that legal significant liquidity event for FIRM: Sheppard Mullin Richter error on a preliminary prospec- Entertainment Merchandising, issues exist within a metasys- my client. & Hampton LLP tus for which I was responsi- Make It Work, Monet Software, tem that is often unique to the Worst: The difficulty of secur- LAW SCHOOL: Northwestern ble. On the cover page, instead Orange County Container deal at hand. ing my first job after law University School of Law of reading “Price to Public,” it Group, Rapid Ratings Interna- If I Weren’t an Attorney: I’d be school. I graduated at a time SELECTED CLIENTS: Northrop read “Price to Pubic.” After tional, Wild Brain Entertain- an urban planner, which might when few entry-level attorneys Grumman, Sanders Industries, many stressful hours hoping ment, X Prize Foundation not be all that different from the were being hired, and from a Universal Protection Services, nobody would notice the mis- YEARS IN PRACTICE: 20 process involved in bringing school that did not have a Alcatel, Electro Rent Corp., take, I was able to get the order to the chaos that is a start- strong reputation in Los Ange- Rose Bowl, La Curacao, Dah printer to correct the error on Biggest Deal: Representing up company in growth mode. les. Most firms in town were Mei Ltd., Arcadian Healthcare, the final prospectus. I waited in the Santa Fe Railroad in its sale more interested in graduates of privately owned businesses, dread for the calls about the of about 350 miles of rights- local schools or the Ivies. It entrepreneurs error. They never materialized. of-way and other property to was disheartening to be judged YEARS IN PRACTICE: 30 Highlight of Past Year: Our eight different governmental by something other than your representation of OPI Prod- agencies in five counties for own character and ability. Biggest Deal: Sale of Boeing ucts Inc. in the sale of the the purpose of forming the Highlight of Past Year: We Co.’s Wichita aero structures company to Coty Inc. OPI is Metrolink system in 1992-93. helped a family sell its San business in Kansas to Spirit JEFFREY H. COHEN, 48 the leading professional nail Best Career Moment: Review- Jose franchise to Swisher AeroSystems and the related care company and, according ing the private jet agreement Hygiene. While not massive in multiyear supply arrangement. FIRM: Skadden Arps Slate to my wife, a fantastic brand. I for an entrepreneur and long- terms of commas and zeros, it Most Difficult Deal: Frankly, Meagher & Flom LLP really enjoyed working with time client who had started his made a fundamental difference every M&A transaction is chal- LAW SCHOOL: UCLA School of the owners, two sisters and business in his parents’ garage to the financial position and lenging. Recently I represented Law, 1988 management in helping them and who had recently cashed lifestyle of the family for multi- a foreign company in a sale of SELECTED CLIENTS: Oaktree decide whether and how to out on the basis of a billion- ple generations. its international business oper- Capital Management, Silver sell the company they had dollar valuation. If I Weren’t an Attorney: I ations to a U.S. public compa- Point Capital, OPI Products built over three decades. While Worst: Sitting in the U.S. attor- would love to be a professional ny. Our client, the seller, had Inc., American Apparel, SKBHC it was very emotional for ney’s office in Newark, N.J., and ANDREW soccer player, but unfortunate- locations in the United States, Holdings, Pierre Foods Holding them, they felt they made the explaining a deal to an assistant APFELBERG, 39 ly don’t have the skill. I would Europe and eight locations in Corp., Colony Capital, Carlyle right decision and achieved a U.S. attorney, a member of the also be about 15 years older Asia. The transaction took over Strategic Partners great result. FBI’s organized crime task FIRM: Rutter Hobbs & David- than most of the players in a year to conclude. YEARS IN PRACTICE: 23 If I Weren’t an Attorney: I force, a homicide investigator off Inc. their prime. Highlight of Past Year: During would manage my 13-year-old and a postal inspector. My LAW SCHOOL: Boston College My Colleagues Don’t Know: one eight-week period I com- Biggest Deal: The sale of Oak- son’s blossoming program- client was engaged in a merger Law School That I spend my weekends pleted six M&A transactions, ley Inc. to Luxottica for $2.3 ming career. He recently with another company that, in SELECTED CLIENTS: Kate gardening with my kids, and completed a financing, signed billion. donated $20,000 from the turn, was pursuing a merger Somerville Skin Care Inc., cooking meals together using a definitive sale agreement to Most Difficult Deal: The rep- sales of his first iPhone app, OCTOBER 10, 2011 LOS ANGELES BUSINESS JOURNAL 27

SPECIAL REPORT WHO’S WHO IN L.A. LAW

GORDON BAVA, 63 Television Man: FIRM: Manatt Phelps & Phillips LLP Gordon Bava at his West LAW SCHOOL: USC Los Angeles office. CLIENTS: East West Bank, Sucampo Phar- maceuticals Inc., Capital Source Inc., Fried- man Billings Ramsey

ORDON Bava is known as one of the Gtown’s veteran corporate dealmakers, but he made news this year wearing a differ- ent hat. As chairman of local TV station KCET, he was point man on the controver- sial decision to cut off the station’s ties with PBS in January. Deciding that PBS’ $7 million per year ask- ing price for programming would cripple the station, he orchestrated the relaunch of KCET as the largest public station in the country inde- pendent of PBS. That required further dealmak- ing as he oversaw the sale of the company’s studio and office facilities to repay outstanding debt, and worked out a new strategic plan. The move drew heated criticism, but Bava RINGO H.W. CHIU/ LABJ maintains it was the best decision for the station. Angeles in terms of news programming.” each one of the planes all happening concur- he advised Pacific Capital Bancorp on its “Nobody likes to be yelled at when you go At West L.A. firm Manatt Phelps & rently,” he said. “Just coordinating that whole $500 million recapitalization, which prevent- out to dinner – I was struck by how loyal some Phillips LLP, where he has worked for 37 process was challenging.” ed a regulatory seizure. of the fans are to certain programs,” he said. years, Bava chairs the business, finance and Earlier this year, he led the acquisition Bava lives in West Los Angeles with his “But I think we are fulfilling our mission in pre- tax division. In the1980s, he refinanced a fleet team for Sucampo Pharmaceuticals Inc.’s wife, and likes to ski, golf, and dote on his senting what happens in Los Angeles to the rest of cargo airplanes for Flying Tiger Line. purchase of a multinational intellectual prop- toddler granddaughter in his free time. of the world, and in bringing the world to Los “There were individual transactions for erty holding company. In August of last year, – Alfred Lee iSketch, to Mattel Children’s closing mentioned above. tions were necessary. Ultimate- Daughter’s Jeans, Velvet Inc. Capital, Oaktree Capital, Gryphon Hospital. Highlight of Past Year: Repre- ly, the client purchased the busi- YEARS IN PRACTICE: 39 Partners, Huntsman Gay My Colleagues Don’t Know: I senting the senior lender with ness and realized that the busi- YEARS IN PRACTICE: 14 watch “So You Think You Can respect to the Pizza ness was much less healthy Biggest Deal: ING sale to Cap- Dance” and “Project Runway.” Kitchen leveraged buyout. than had been portrayed. ital One. Most Difficult Deal: The I enjoy the competition, the The Secret to Closing a Deal: Highlight of Past Year: Rep- Most Difficult Deal: Represent- lawyer and business person on excitement of watching young, Learning to rise above the resented a couple in the sale ed Cheap Tickets in its sale to the other side were belligerent talented people work incredibly small stuff. of a business that they built. It Cendant. The purchase agree- to use the kindest adjective. At hard to gain success. The If I Weren’t an Attorney: I sold for more than they ment was signed in August one stage of the negotiation, bonus? My wife likes to watch would be a gamer or a pro ten- expected and allowed them to 2001, and then closed after after about three straight days the programs with me. nis player. retire comfortably. Sept. 11. Despite the obvious of work without sleep, the busi- My Colleagues Don’t Know: I The Secret to Closing a Deal: adverse effect of 9/11 on the ness person on the other side FOSTER played the trombone in high In the current economy, closing aviation industry, including pointed his finger in my face, school – badly. deals has been much more dif- Cheap Tickets, the definition of mouth frothing with saliva and ficult. It is essential to identify “material adverse change” in nearly a year to complete, was shouted, “You don’t know what with your client key business the documentation did not trig- structured as three separate it’s like to be in the trenches!” I and legal elements at the onset, ger an “out” for the purchaser. sale transactions with three understand which elements are Best Career Moment: Con- different buyers, involved pub- game-breakers, and set reason- ceiving and structuring the lic as well as private selling able expectations for negotia- recapitalization and sale of shareholders, and finally tion and resolution. AmericanWest Bank in 2010 in closed Dec. 30, 1999. By then, If I Weren’t an Attorney: I a sale by its bankrupt parent; everyone on the deal team was would love to be a high school this transaction prevented the really ready to leave work and football coach. I grew up in a bank’s failure. celebrate the new millennium. football family and played col- Highlight of Past Year: Ameri- Best Career Moment: Closing lege football. canWest Bank sale and recapi- a $100 million IPO on the My Colleagues Don’t Know: I’ve talization. Swiss stock exchange for my LINDA L. CURTIS, 50 broken 13 bones from numer- The Secret to Closing a Deal: client Leica Geosystems, at ous sports-related accidents. Ability to identify and weigh risks that time the largest ever IPO GOOD FIRM: Gibson Dunn & Crutch- realistically so as to facilitate cre- for Switzerland. er LLP MATTHEW ERTMAN, 37 ative solutions to impasses. Worst: Any time my client and just stood up walked out and LAW SCHOOL: Stanford Univer- If I Weren’t an Attorney: I I work really hard to push a slammed the door. So many sity FIRM: Allen Matkins Leck would be teaching deal to closing and it doesn’t teachable moments come out SELECTED CLIENTS: CityCenter Gamble Mallory & Natsis LLP English/French literature. go through despite our best of that interaction: (a) partners Holdings LLC, General Electric LAW SCHOOL: Loyola intentions and hard work. should stand up for their asso- Capital Corp., Jack in the Box SELECTED CLIENTS: Firestorm The Secret to Closing a ciates so that counterparties Inc., Stater Bros. Holdings Inc. Capital LLC, First Beverage S. ELIZABETH FOSTER Deal: Stay focused on your don’t stick fingers in their asso- YEARS IN PRACTICE: 22 Group, Content Partners LLC, client’s business and eco- ciates’ faces, (b) how to hold China Investment Corp. FIRM: SNR Denton US LLP nomic objectives. your cool, and (c) find a client Biggest Deal: Del Monte YEARS IN PRACTICE: 12 LAW SCHOOL: UCLA If I Weren’t an Attorney: I would that doesn’t tolerate those Foods Co.’s $5.3 billion lever- SELECTED CLIENTS: Nefsis probably be an investment banker kinds of negotiations. aged buyout by KKR and other Biggest Deal: Represented a Corp., RDH Chemical Co., because I love doing deals. Worst Career Moment: When I investors this spring. large foreign investor in the Shilo Design, Socius Capital My Colleagues Don’t Know: I was a midlevel associate, I was Most Difficult Deal: My most acquisition of an interest in a Group, WiredRed Corp. have traveled to over 40 coun- thrown into the middle of a difficult deal was a closing in large slate of film and televi- YEARS IN PRACTICE: 15 tries. My favorites are Thailand deal and sent to New York to December 2002 when I worked sion properties for in excess of HENRY M. FIELDS and France. get it closed. I worked for sev- for three days straight with vir- $500 million. Biggest Deal: Represented a pri- eral days and nights at a New tually no sleep. Best Career Moment: Every FIRM: Morrison & Foerster LLP vate-equity investor in $1 billion York law firm’s office to handle Best Career Moment: Moving time a new fun client or trans- LAW SCHOOL: Yale Law School divestment of one portfolio com- SAMANTHA GOOD, 39 this matter. I developed a pret- to Gibson Dunn’s L.A. office 18 action comes in the door. SELECTED CLIENTS: American- pany. Also represented Chase ty friendly relationship with years ago. Worst: Represented a client in West Bancorp, Union Bank, Manhattan Bank in a global pri- FIRM: Kirkland & Ellis LLP folks. By the end, we were Worst: Snoring through a cab the purchase of a local busi- Center Financial Corp., China- vate placement of $1 billion in LAW SCHOOL: University of totally exhausted and my part ride to the Kennedy airport ness. The seller and his counsel trust Commercial Bank, Bank euro-denominated notes. California, Hastings College of from midtown in front of three convinced my client that mini- SinoPac, One PacificCoast Most Difficult Deal: The $1 the Law colleagues after the three-day mal customary buyer protec- Bank, ING Bank, Not Your billion divestment deal. It took SELECTED CLIENTS: Golden Gate 28 LOS ANGELES BUSINESS JOURNAL OCTOBER 10, 2011

SPECIAL REPORT WHO’S WHO IN L.A. LAW

TOM HOPKINS, 47 His role was to expedite later acquired by Redwood the company’s Securities and City’s Electronic Arts.) FIRM: Sheppard Mullin Exchange Commission fil- But Hopkins, a Philadel- Richter & ings, which allowed RealD to phia native, decided to move Hampton LLP go public during last sum- to Los Angeles after graduat- LAW SCHOOL: USC mer’s blockbuster movie sea- ing with an undergraduate CLIENTS: RealD, Legal- son. As a result, the company degree from American Uni- Zoom.com, Adconion Media was able to capitalize on high versity in Washington, D.C. Group, La Brea Bakery, growth projections for 3-D He spent four years in TV CSR, OpenTable, Fidelity cinema at the time and raised production, public relations, National Financial $230 million. drove a Super Shuttle van and “My job is to get our even had a bit role on TV OM Hopkins has focused clients through the process show “Moonlighting.” This corporate practice on with the SEC and out on the When it was time to get up-and-coming media and road,” he said. “There are serious, friends and family technology companies in Los hiccups that can really members told him he was a Angeles and the Bay Area. impact or derail the process.” good arguer, so he enrolled at “I enjoy getting to work For evidence, he points to the USC Gould School of closely with senior manage- Groupon in Palo Alto. The Law. That was the early ’90s. ment, which is more com- company has delayed its Now he makes his home mon at smaller, fast-growth public offering, in part, in Santa Barbara with his companies,” he said. because of legal issues. wife, Sandy, and two young Last year, Hopkins, who Hopkins’ other fast- sons, Sean and Grant. When co-leads the corporate and growth clients include Legal- he’s not commuting to Los securities practice at Shep- Zoom.com in Glendale and Angeles to meet with clients, pard Mullin, represented OpenTable in San Francis- Hopkins enjoys taking his Beverly Hills 3-D tech com- co. He also advised Jamdat kids for ski trips to Mam- pany RealD for the compa- Mobile when it went public moth Mountain. RINGO H.W. CHIU/ LABJ ny’s public offering. in 2004. (The company was – Jonathan Polakoff Tech Talk: Tom Hopkins, at the Shade Hotel in Manhattan Beach, during a visit to L.A.

Continued from page 27 School, Los Angeles es back into my scratchy, an acquisition of a company processes that failed to close. SELECTED CLIENTS: Universal sleep-deprived eyes, shoved a that had a complementary Highlight of Past Year: My 7- was complete. I left to go to Electronics Inc., LivHome Inc., bunch of tissue in my mouth, product line. The target com- year-old daughter, Ily, taking first sleep in the hotel. At about 4 Emergency Communications loaded up my documents and pany filed for bankruptcy to place in the 25-meter freestyle in a.m., my phone rang and it Network, Infrastructure Hold- grabbed a taxi to the closing. avoid acquisition. Duncan her first swimming meet. was the partner from the New ings Corp., ABM/AMPCO, The Secret to Closing a Deal: aligned with creditors and was My Colleagues Don’t Know: York law firm shouting that the American Greetings, XEMC Take your ego off the table and able to buy the company out of My colleagues know most deal had been derailed and I New Energy stop fighting lawyer battles bankruptcy in a very complex everything about me, including needed to return to the office YEARS IN PRACTICE: 13 your client does not give a series of alliances, litigated that I am a fan of musicals and to handle key legal opinion darn about, and always con- hearings and deal structure. ’N Sync, and that my dog is issues that were my responsi- Biggest Deal: I represented duct yourself honorably. In this Best Career Moment: Early in named Steeler after the famed bility. I totally freaked out. Deutsch Group in its sale to way, you will find yourself my legal career, I founded and football team from Pittsburgh. GRINBERG Then I heard laughter in the Wendel Investissement, a addressing and resolving the grew an oil and gas exploration background and glasses clink- French private-equity firm. really important issues earlier and production company while ing. The deal had closed. I sup- Deutsch had facilities in Los in your deals and you will a partner at a former law firm. I SELECTED CLIENTS: Moelis pose it is funny now. At the Angeles; New York; London; avoid antagonizing your was lucky to have had the Capital Partners, Wedbush time it really wasn’t. Paris; Tokyo; Milan, Italy; opposing counsel – both of opportunity to develop a dual Capital Partners, Sucampo If I Weren’t an Attorney: I Israel; and India – I had to which smooth the path legal and entrepreneurial Pharmaceuticals Inc., Houlihan would hike the Pacific Crest coordinate the Jones Day deal towards the closing. career. I have had a 25-year Lokey, Ridgeline Energy, FdG Trail, write children’s stories, teams we’d set up on the If I Weren’t an Attorney: I’d be history of being chief executive Associates, Concord Music own my own bakery/spin stu- ground in each of those places, an actor and a writer. of three different companies Group, MEG Toys, Playlist, dio, negotiate deals for the and make sure we were all per- My Colleagues Don’t Know: and a member of boards of First Financial Bancorp Nature Conservancy … so fectly coordinated with our Because I am a single mother, several others. YEARS IN PRACTICE: 12 many possibilities. client’s investment bankers, the only reasons I am able to Worst: I found myself selling an My Colleagues Don’t Know: Houlihan Lokey, as well. be remotely successful at my oil and gas company and re- Biggest Deal: Represented My passion is storytelling. I Most Difficult Deal: There’s job are my parents. It definitely entering the practice of law at a NorthWestern Corp. in $2.2 have been creating and telling no such thing as a difficult deal takes a village. time when I was faced with billion cash acquisition by my son stories since he was – only bad opposing counsel. challenging personal, family- Babcock & Brown Infrastruc- born. I tell my 4½-year-old son, Best Career Moment: Being related issues and the need to ture Ltd. JOHN F. HARTIGAN Jack, a story almost every day. asked by Mr. Steve Brogan, juggle custodial responsibilities Most Difficult Deal: Three- We have built a whole collection Jones Day’s managing partner, of my then 7-year-old daughter. party transaction among a pri- FIRM: Morgan Lewis & Bock- of characters and storylines, to join the partnership. While it was a trying time, I was vate-equity firm, a financial ius LLP some have pirates or aliens and Worst: Before the closing of rewarded both professionally institution and a mortgage LAW SCHOOL: Georgetown others are just about ordinary the Deutsch-Wendel deal, my and personally. banker. Negotiating a deal with University Law Center kids finding magic in the world. eyes started to reject my con- The Secret to Closing a Deal: three parties, each of whom SELECTED CLIENTS: Apollo Glob- tact lenses. I decided to give Know the other side’s inter- has distinct reasons to enter al Management, Jefferies Group, my eyes a break on the morn- ests. That will provide your into the transaction and each of University of Phoenix, BISA, ing of the closing by leaving client the selling power to help whom assigns a varying level Nature’s Sunshine Products the lenses out until the minute the other side achieve its goals of importance to the deal YEARS IN PRACTICE: 35 I needed to leave my hotel for while at the same time crafting issues, posed a challenging the closing site. Room service the best deal for your client. dynamic that required a high Biggest Deal: The most inter- brought my breakfast, a fruit If I Weren’t an Attorney: I level of creativity and problem- esting was being appointed an salad, and because I couldn’t would be chief executive of a solving, and a significant independent reviewer of Drexel see, I did not notice the stray MARK S. GREENFIELD, 61 company yet one more time. amount of patience. Burnham in connection with its shard of glass that had some- My Colleagues Don’t Know: I Best Career Moment: Becom- settlements with the Securities how made its way into the FIRM: Blank Rome LLP am an aficionado of ing a partner at Manatt and Exchange Commission and bowl, which then made it on to LAW SCHOOL: UC Berkeley, musicals. because it demonstrated to me Department of Justice. my first forkful and then into Boalt Hall School of Law that my colleagues believed in Most Difficult Deal: The acqui- my gums on my first bite. SELECTED CLIENTS: Ample my substantive skills as a sition of the junk bond portfolio Mouth injuries bleed a lot, and Resources Inc., Crudecorp DAVID M. GRINBERG, 40 lawyer, as well as my current of Executive Life, which the room was almost entirely Inc., AmerCable Inc., Collective and future ability to generate involved multiple bids and CHELSEA A. GRAYSON, 39 white, so pretty soon it looked YEARS IN PRACTICE: 36 FIRM: Manatt Phelps & business and be a meaningful numerous court challenges, like I’d murdered someone in Phillips LLP contributor to the firm. and was especially difficult FIRM: Jones Day there. I downed a bunch of Most Difficult Deal: Repre- LAW SCHOOL: Emory Universi- Worst: Representing Image since I don’t speak French. LAW SCHOOL: Loyola Law Advil, shoved my contact lens- sented Duncan Enterprises in ty School of Law Entertainment in two sale Best Career Moment: Suc- OCTOBER 10, 2011 LOS ANGELES BUSINESS JOURNAL 29

SPECIAL REPORT WHO’S WHO IN L.A. LAW Let’s talk expertise, cessfully negotiating a deal because my role and responsi- with the formidable Edward bilities encompassed managing Bennett Williams when I was the sale process, leading the leader to leader. fresh out of law school. deal negotiations and oversee- Worst: Unexpectedly having to ing the documentation, coordi- renegotiate a difficult deal in nating public disclosure, advis- Hands-on partners with years of the middle of a family vacation ing our board on corporate technical and industry-specific from a pay telephone on the governance matters, and expertise. Advisors who offer docks of a Turkish port city in attending to transitional insights and ideas to help you the minutes before our cruise arrangements for fellow make smarter business ship was due to depart. Fortu- employees and executives. decisions. Unmatched nately, the negotiations were Best Career Moment: When I integrity. Unsurpassed successful, the deal closed and had officially worked myself results. If that’s what I made it back to the ship out of a job upon the closing of before it sailed. ROBERT L. KAHAN, 66 the Gemstar-TV Guide-Macro- you’re looking for in If I Weren’t an Attorney: I’d be vision merger. It was a bitter- an accounting firm, an author of suspense novels FIRM: Eisner Kahan & Gorry sweet moment, but it was a talk to J.H. Cohn. or private-equity fund manager. LAW SCHOOL: UCLA great feeling to know how My Colleagues Don’t Know: SELECTED CLIENTS: California much my team and I had For many years I paid homage Pizza Kitchen founders Larry accomplished for the company to my Irish ancestors by host- Flax and Richard Rosenfield, and its shareholders. ing an annual St. Patrick’s Day Tony Hawk, Alan Hamel, Worst: After nearly a year of bash for my SEC cronies at the Suzanne Somers, VMG Part- intensive efforts to negotiate Dubliner in Washington, D.C. ners, Ascent Capital Group Inc. and document a complicated YEARS IN PRACTICE: 41 multiparty, cross-border trans- action, we were preparing to Biggest Deal: Sale of California exchange signature pages Pizza Kitchen to PepsiCo. when our client received a call Best Career Moment: Forma- from an investment banker to tion of Stein & Kahan in 1975. say that a new bidder had Worst: A long and involved stolen the deal away with an negotiation for the sale of a 11th hour topping bid. client ultimately fell apart on If I Weren’t an Attorney: I’d account of the sudden loss of take longer vacations to more We turn expertise into results. value of its underlying assets remote places around the world. on account of the economic My Colleagues Don’t Know: jhcohn.com . 310.477.3722 Scott M. Sachs, downturn in 2006-07. That I can happily spend hours Regional Managing Partner, The Secret to Closing a Deal: I fine-tuning a digital photo J.H. Cohn, and Joe Torre believe an effective deal lawyer album of my favorite shots handles challenging issues by from my most recent travels. Los Angeles . Woodland Hills . San Diego , 63 recognizing the legitimacy of the SANFORD J. HILLSBERG New York . New Jersey . Connecticut . Cayman Islands other side’s position even if you FIRM: TroyGould PC disagree with it, rather than just LAW SCHOOL: Harvard Law dismissing it offhand – which School often happens. But most impor- SELECTED CLIENTS: CytRx Corp., tant, I believe the secret to clos- ImmunoCellular Therapeutics ing a deal is to understand what Ltd., RXi Pharmaceuticals Corp. is driving the underlying deal in the first place. Biggest Case: Representing If I Weren’t an Attorney: Mead Corp. in contesting a $1 Sports announcer. billion-plus hostile takeover bid My Colleagues Don’t Know: I by Occidental Petroleum. ran in the Olympic torch relay in Best Career Moment: Organiz- 1984 in Los Angeles. There were ing and later representing thousands of people on my Medco Research Inc., which route waving American flags – successfully developed major what a great patriotic feeling! CHRISTOPHER J. KELLY, 40 cardiovascular drugs, became a New York Stock Exchange- FIRM: Loeb & Loeb LLP listed company and was sold in LAW SCHOOL: Loyola Law School a major transaction to King SELECTED CLIENTS: Kidney Pharmaceuticals. Center Inc., Turtle Mountain Worst Career Moment: Watch- LLC, Collectors Universe Inc., ing the 1986 Tax Reform Act American Precious Metals abruptly end my then-principal Exchange Inc., Rals-MM LLC practice of real estate syndica- YEARS IN PRACTICE: 12 tion law. Highlight of Past Year: Repre- Biggest Deal: I’m in the middle senting ImmunoCellular Thera- of it right now. It’s just too soon peutics in intellectual property, to share. Next biggest was rep- equity financing and agree- resenting Pelican Products Inc., ments with 25 medical centers a manufacturer of advanced in preparation for a trial of its lighting systems and protective brain tumor vaccine that is now STEPHEN H. KAY, 50 cases for professional flash- under way. lights, in its $200 million sale to The Secret to Closing a Deal: FIRM: Hogan Lovells US LLP Behrman Capital. 1.25% Understanding and addressing LAW SCHOOL: Boston Univer- Most Difficult Deal: Repre- the spoken and unspoken sity School of Law senting Rals-MM LLC (former- objectives of the parties on the SELECTED CLIENTS: News ly Marilyn Monroe LLC) in the other side. Corp., Fox Cable Networks, sale of substantially all of its If I Weren’t an Attorney: I Dolby, Encore Capital Group assets, including the name, would like to run a pharmaceu- YEARS IN PRACTICE: 24 likeness and image of Marilyn tical company developing new Monroe, to a joint venture con- medicines for major illnesses. Biggest Deal: Sale of Gem- trolled by Authentic Brands My Colleagues Don’t Know: star-TV Guide to Macrovision Group. The deal had to close About my keen interest in the Corp. for $2.8 billion. 10/06/11 aerospace field and manned Most Difficult Deal: Gemstar- space flight. TV Guide-Macrovision,

10/06/11 30 LOS ANGELES BUSINESS JOURNAL OCTOBER 10, 2011

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BRIAN J. MCCARTHY, 57 holder obligations after receiving the acquisi- After graduating from Fordham University tion proposal from Ventas. School of Law in 1978, McCarthy joined the FIRM: Skadden Arps Slate Meagher The biggest challenge was making sure New York office of Skadden Arps Slate & Flom LLP the deal closed on time. Meagher & Flom. He moved to Los Angeles in LAW SCHOOL: Fordham University School of “Trying to get the company in and out of 1983 to help the firm open its downtown L.A. Law, 1978 the Securities and Exchange Commission and office. (He has spent his entire legal career at CLIENTS: Activision Blizzard Inc., getting pro forma financials prepared the right Skadden, except for a two-year stint working Advanced Medical Optics Inc., CoreLogic way and timing was important,” McCarthy in-house for a client). Inc., Freedom Communications Inc., Nation- said. “Keeping everybody moving along as A self-described newspaper and magazine wide Health Properties, Quiksilver Inc., Walt quickly as possible was the big challenge.” junkie, McCarthy reads the Wall Street Journal, Disney Co., Westwood One He also represented Westwood One, a New York Times, Los Angeles Times, New New York radio operator controlled by West- York Post and Financial Times daily. HEN Nationwide Health Properties wood private-equity firm Gores Group, in its McCarthy’s most difficult deal was with his Wwas ready to prepare a multibillion-dol- merger with Dial Global, a New York radio local paper. He advised the Chandler family in lar deal, the Newport Beach real estate invest- syndication and advertising network managed the sale of Los Angeles Times publisher Times ment trust called Brian McCarthy. by downtown L.A. investment management Mirror to Chicago media company Tribune. McCarthy, 57, led a team of lawyers in advis- firm Oaktree Capital Management. McCarthy said the deal was challenging ing Nationwide Health in its $7.4 billion acquisi- Born and raised in New York, McCarthy because it meant a significant change for an tion by Ventas. The deal, announced in February, comes from a long line of lawyers. But his iconic L.A. company. created one of the largest U.S. health care REITs. grandfather and father weren’t dealmakers, “It was a key company that had a high “It’s one of the top 10 deals,” McCarthy they were litigators. profile and was about to change hands,” he said. “I’ve done many billion-dollar-plus deals. “I was always interested in deals,” said. “A little piece of historic Los Angeles Once they get north of a billion, they are large.” McCarthy said. “When I was in law school, I was going to be traded away. There was cer- McCarthy advised Nationwide Health’s would read the Wall Street Journal and say, tain sadness to it.” board on its responsibilities, including share- ‘How did they do that?’” – Alexa Hyland Big Deals: Brian J. McCarthy.

Continued from page 29 second night of a double-all- U.S. operations of MacSteel YEARS IN PRACTICE: 32 Borg-Warner leveraged buy- nighter in Newmont Mining Global B.V. We were brought out, which was the largest ever before the end of the year and Corp.’s $4.4 billion acquisition into the transaction midstream Biggest Case: Representation at the time. the terms were changed in the of Franco-Nevada Mining Corp. with a mandate to close it with- of Goldman Sachs & Co. as Most Difficult Deal: My most final days of negotiations dur- and Normandy Mining to cre- in 30 days, with an untouched adviser to Yahoo in defense of difficult deal was representing ing the last week of December. ate the world’s largest gold 10,000-document data room a $44.6 billion hostile takeover a major film studio as a subor- I was pacing the floors and we producer. and all of the transaction agree- attempt by Microsoft. dinated lender and in its distri- literally closed at about 4 p.m. Highlight of Past Year: Seeing ments still to be negotiated. Most Difficult Deal: Counsel bution arrangements with New York time on Thursday, Air Lease Corp. take off as a The Secrets to Closing a Deal: to a board committee of Holly- another major studio – the Dec. 30. new company. Really understanding the busi- wood Entertainment Corp., the transaction involved difficult, Highlight of Past Year: Cele- The Secret to Closing a Deal: ness forces underlying the trans- second largest movie rental long drawn-out negotiations brating my 10th anniversary Being practical, exercising action: Why is each party at this company, in connection with with multiple parties and OGG with my beautiful wife. patience, thinking creatively place? And most important: hav- the company’s eventual sale. spanned multiple time zones. The Secret to Closing a Deal: and finding common ground. ing an open line of communica- The transaction, which lasted There were also several unusu- Being practical and persistent. If I Weren’t an Attorney: I’d be tion with opposing counsel that more than 15 months and al agreements that needed to SELECTED CLIENTS: Thomas If I Weren’t an Attorney: I’d playing a lot more golf. is based on mutual trust. involved selling Hollywood be quickly drafted and negoti- Properties Group Inc., Fluor probably be working on Wall My Colleagues Don’t Know: If I Weren’t an Attorney: Entertainment three times, ated right before closing. Corp., MagnaChip Semicon- Street as a trader. I’m a History Channel junkie. I would travel the globe, included a number of complex- If I Weren’t an Attorney: I ductor Corp., Dendreon Corp., My Colleagues Don’t Know: I competing with (or working ities including multiple transac- would probably be trying to run Alon Brands Inc., Ramtron have a Yorkshire terrier by the for) Rick Steves. tion renegotiations, hostile my own winery and helping with International Corp. name of Gracie Kelly that I adore. My Colleagues Don’t Know: offers, class-action lawsuits my son’s startup company. YEARS IN PRACTICE: 17 Every morning I give my high- and more. The deal ended with energy Labrador retriever a terrific result for Hollywood Biggest Deal: When I was either a five-mile walk or a Entertainment shareholders. It practicing in Texas, we were two-mile bike ride, just to bring was great fun. bankruptcy counsel to Enron her enthusiasm down to a nor- Highlight of Past Year: Com- Corp., and I led one of the cor- mal range for the day. Also pleting a three-year, $2.2 bil- porate teams in the bankruptcy helps clear out my arteries! lion transaction for Ameristar auction and sale of the whole- Casinos Inc. The transaction sale trading business to UBS. involved working closely with At the time, no one had ever the company’s independent really successfully sold a trad- disinterested directors in struc- ing platform on that scale as a turing and executing the business unit and the bank- redemption of a large block of LOUI ruptcy process made it even JOHN A. LACO, 46 shares from the estate of the more difficult. We had Wall company’s founder and the My Colleagues Don’t Know: I Street Journal reporters being FIRM: O’Melveny & Myers LLP refinancing of the company’s memorized pi to 365 places in tipped off to our location by MARK H. KIM, 39 LAW SCHOOL: Loyola Law entire balance sheet. high school and recited 100 hotel staff and others. Our School The Secret to Closing a Deal: places on stage at the West- movements between Houston FIRM: Munger Tolles & Olson SELECTED CLIENTS: Ontario Constantly staying on top of wood Playhouse at a perfor- and New York were being LLP Teachers Pension Plan Board, transaction details on a real- mance of “The Real Live Brady chronicled in surprising detail LAW SCHOOL: Yale Law School Mitsubishi Corp., Guess Inc., time basis and remaining flexi- Bunch.” I am also one of the in the next morning’s edition. SELECTED CLIENTS: Air Lease MacSteel Global B.V., Global ble where appropriate. investors in the Los Angeles Best Career Moment: I would Corp., Berkshire Hathaway, Communication Semiconductors Sparks. My college roommate say that one of the most satis- Encompass Digital Media, Oaktree YEARS IN PRACTICE: 19 JONATHAN K. LAYNE, 58 was one of the founders of the fying and enjoyable transac- Capital Management, Phil Ruffin WARREN LOUI, 55 MIT blackjack team, profiled in tions I ever did was the acqui- YEARS IN PRACTICE: 12 Biggest Deal: $1.6 billion IPO FIRM: Gibson Dunn & Crutch- the book “Bringing Down the sition of the Texas Rangers for Santa Fe International Corp. er LLP FIRM: Winston & Strawn LLP House” and the movie “21.” baseball franchise by Tom Biggest Deal: $50 billion At the time, it was one of the LAW SCHOOL: Emory Universi- LAW SCHOOL: Stanford Law I’ve learned some of - Hicks from the group led by merger of Monsanto Co. and biggest IPOs in history. ty School of Law School niques and accompanied him future President George W. Pharmacia & Upjohn. Most Difficult Deal: Many years SELECTED CLIENTS: Aecom SELECTED CLIENTS: Nissan, on some of his forays. As a Bush, primarily because I’m a Most Difficult Deal: Initial ago I worked on a prepackaged Technology Corp., Ameristar Wells Fargo, Oaktree Capital result, I’ve been kicked out of huge baseball fan, so it was $2.8 billion capital raise and bankruptcy asset sale. Bankrupt Casinos Inc., Centerview Part- Management, Aecom Technol- two casinos and permanently exciting to deal with Major subsequent $923 million initial companies are inherently more ners LLC, Charter Communica- ogy Corp. banned from one. League Baseball and see the public offering for Air Lease difficult to work with than tions Inc., CityCenter Holdings YEARS IN PRACTICE: 30 inner workings of a profession- Corp., started from scratch. healthy companies. Ultimately, LLC, Dole Food Co. Inc., Gold- al sports team. Best Career Moment: Negotiat- the transaction did close, but man Sachs & Co., Herbalife Biggest Deal: My biggest deal STUART OGG, 42 Worst: We filed the Enron bank- ing the $775 million acquisition with some very excruciating Ltd., K-Swiss Inc., Lazard Freres was representing Bankers ruptcy over a weekend, and on of the Treasure Island Hotel & moments along the way. & Co., Macquarie Securities Trust Co. as administrative FIRM: Jones Day Monday morning after not hav- Casino in less than a week. Highlight of Past Year: Clos- (USA) Inc., Moelis & Co. Hold- agent in providing a $3.7 bil- LAW SCHOOL: Boston Univer- ing slept much in three days, I Worst: Getting through the ing the $600 million sale of the ings LLC, Ryland Group Inc. lion credit facility to finance the sity School of Law got in the elevator at the down- OCTOBER 10, 2011 LOS ANGELES BUSINESS JOURNAL 31

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MONICA J. SHILLING, 41 Shilling didn’t let that stop her. She reached key federal regulators at home and managed to FIRM: Proskauer Rose LLP wrap up her biggest deal to date. LAW SCHOOL: Georgetown University She decided to pursue law despite an unusual Law Center temptation: While doing her junior year abroad, CLIENTS: Ares Capital Corp., Ares Manage- she came close to dropping out to join a touring ment LLC, Bank of America, Gores Group French acting troupe. But she decided against it. LLC, Lucky Brands Jeans co-founders Gene “I felt I would be letting down my family,” Montesano and Barry Perlman, Sony Pictures she said, “because I had opportunities in front Entertainment Inc. of me that I felt they didn’t have.” Shilling first wanted to be a litigator, but grew ONICA Shilling vaulted into the top eche- impatient with the relatively slow pace of corpo- Mlons of L.A.’s transactional lawyers with rate law trials and opted for transactions instead. a $909 million deal last year that owed its suc- “I don’t like to waste my time and cess in part to a massive blizzard. transaction law tends to go pretty quick Shilling was representing Atlanta private- because there’s a deadline to get a deal equity giant Ares Capital Corp. in its bid to done,” she said. acquire Washington, D.C.-based Allied Capi- Shilling is single and likes to travel. On tal Corp. It was a particularly tough deal one recent trip to London, she happened upon because the two companies had completely a jewelry auction at Sotheby’s International different management systems that had to be and bought a bracelet. When she returned, meshed. Meanwhile, another private-equity wearing the bracelet, one of her colleagues firm had entered the fray, hoping to acquire called her an “international woman of mys- Allied Capital, putting pressure on Shilling and tery,” which suits her fine.

her team to get the deal done. Then a snow- “I have friends all over the world,” she said. RINGO H.W. CHIU/ LABJ storm paralyzed much of the East Coast. But – Howard Fine World Traveler: Monica J. Shilling at her office in Century City. town Houston Enron tower, fornia’s Economic Recovery SELECTED CLIENTS: GE Capital, gas production in the Marcel- going down from the top exec- Bonds – the voters had approved US Bank, TriplePoint Capital lus and Fayetteville gas plays in utive floors where we had been up to $15 billion in bonds in 2008 YEARS IN PRACTICE: 24 Pennsylvania and Arkansas. working. They had just gone to refinance the state deficit. If I Weren’t an Attorney: I floor to floor and terminated Best Career Moments: Recent Most Memorable Deal: The would likely be running an probably half the employees in best moments have included $425 million syndicated financ- energy business in Houston. the building and I watched hun- joining Polsinelli Shughart with ing agented by GE Capital in My Colleagues Don’t Know: I dreds of people flood onto the my entire Quateman LLP team, 1993 of a pharmaceutical dis- love theoretical astrophysics, streets and courtyard below to open and manage the firm’s tributor that was on the verge of so I spend weekends reading who had just lost their once L.A. office, resuming work for a bankruptcy was a landmark about black holes, string theo- highly sought-after jobs. I’ll fantastic corporate client that deal in my career that was ries and multiverses. never forget that scene. outgrew us some years ago and replete with cross-country red- Secret to Closing a Deal: My landing a wonderful pension ROBBINS eye airplane trips to negotiate SHORTZ view is to do everything I can fund client that I have been loan agreements with the bor- to keep egos out of the way of courting for over a decade. sale of APP to Fresensius SE. rower and its counsel, a week- ation, Carson Cogeneration, J- completing an otherwise com- Worst: So far nothing has Most Difficult Deal: Represent- long closing in New York and a Power Development patible transaction. topped my blunder as an asso- ing Roy E. Disney in the suc- great closing dinner at the Rain- YEARS IN PRACTICE: 41 If I Weren’t an Attorney: I’d ciate during my first year of cessful withhold-the-vote cam- bow Room on the 65th floor of like to fly small-plane sightsee- practice in New York when a paign against Michael Eisner and the GE Building at Rockefeller Biggest Deal: The develop- ing tours to Catalina Island. document I worked on was sent selected members of the board Center in New York. ment of 10,000 megawatts of My Colleagues Don’t Know: to the recorder and contained of Walt Disney Co. Walt Disney Most Difficult Deal: Leading coal-fired plants in Texas for I’m still a huge Dallas Mavericks an error. It taught me the value Co. threw everything it could at our firm’s representation of TXU Corp. with a cost of and Texas Rangers fan from all of proofreading and today peo- us from beginning to end. Securus Technologies, one of approximately $15 billion. my years living in Texas. I try to ple tease me about my proof- The Secret to Closing a Deal: the largest independent Most Difficult Deal: The pur- avoid our suite at the Staples reading skills. Along the way Understanding and effectively providers of inmate telecommu- chase of the 2,000 megawatt Center when the Lakers play the since then, there have been a dealing with the issues and nications services to correction- Homer City Generation Facility Mavericks so I don’t have to few less fun instances – of gen- objectives motivating the other al facilities, in connection with near Pittsburgh for approxi- bite my tongue – this was final- der discrimination, for example. side while ensuring that your its 2010 debt restructuring. mately $2 billion for Edison PAULINE M. STEVENS, 64 ly a very good year. The Secret to Closing a Deal: I client remains focused on its The Secret to Closing a Deal: International. This transaction have found that it is crucial to business objectives. Understanding your client and was accomplished immediately FIRM: Allen Matkins Leck maintain a calm, warm If I Weren’t an Attorney: I would its business and knowing the after the electric power indus- Gamble Mallory & Natsis LLP demeanor, and to make an effort likely be an environmentalist points that your client needs to try was deregulated in Penn- LAW SCHOOL: University of to understand the other person’s counting whales in Puget Sound. have as opposed to the items sylvania and New York state, Pennsylvania Law School needs. One also has to be willing My Colleagues Don’t Know: I that it views as being nice to and required approval of the SELECTED CLIENTS: Various to work very hard and very long am an avid cyclist who enjoys have and being able to priori- public utility commissions in international, national and hours when necessary. 100-mile bike rides through tize those critical points. Pennsylvania, New York state regional banks My Colleagues Don’t Know: I the Santa Monica Mountains If I Weren’t an Attorney: I and New Jersey as well as the YEARS IN PRACTICE: 38 have done a lot of solo travel, on the weekend. would be a high school or Divi- Federal Energy Regulatory through Europe, and to parts sion III college basketball coach. Commission in Washington, Most Difficult Deal: The most of West Africa and Senegal. I My Colleagues Don’t Know: I D.C. The purchase took well difficult transaction on which I think those trips fostered am obsessed about being over a year to complete. have ever worked was one that courage to take other risks in organized and am constantly Best Career Moment: Complet- did not close. In order to make a life and business. checking and double-checking ing the purchase of all the West bid for an acquisition, the bor- to-do lists, which drives my Coast assets of Phillips Petrole- rower required financing by family crazy at home but keeps um Co., including a refinery in noon. A conference call with the LISA GREER DAVID K. ROBBINS, 54 me sane at the office. San Francisco, eight oil termi- parties lasted through the night QUATEMAN, 57 nals and over 1,000 service sta- before the deadline and ended at FIRM: Bingham McCutchen LLP tions as the general counsel of noon without a deal. Despite the FIRM: Polsinelli Shughart LLP LAW SCHOOL: New York Uni- RICHARD A. SHORTZ, 66 Tosco Corp., which was then pressure to close, the parties LAW SCHOOL: UCLA School of versity, LLM Tax; University of headquartered in Los Angeles. had the integrity not to compro- Law Miami, (J.D.) FIRM: Morgan Lewis & Bock- Worst: Helping my client trans- mise their core requirements. I SELECTED CLIENTS: Numer- SELECTED CLIENTS: Honeywell ius LLP fer seven prestigious golf would not want to repeat that ous privately held middle-mar- International, Celanese Corp., LAW SCHOOL: Harvard Law course communities to its experience, but it taught me to ket companies, financial insti- Shamrock Holdings Inc., Yucaipa School lender after the 2008 financial be patient and that sometimes it tutions, investor-owned utili- Investment Funds, Mitsui SELECTED CLIENTS: Edison crisis in lieu of repayment of $1 is OK not to close a deal. ties and government entities YEARS IN PRACTICE: 29 GARY B. ROSENBAUM, 49 International, Black Hills Corp., billion of loans. Best Career Moments: When I YEARS IN PRACTICE: 33 Contango Oil & Gas Corp., Mit- Highlight of Past Year: Clos- can help clients achieve their Biggest Deal: Representation of FIRM: McDermott Will & subishi Corp., Shaw Construc- ing a $1 billion fund for Alta Biggest Deal: My largest transac- APP Pharmaceuticals’ board Emery LLP tion, Alta Resources, Synergy Resources, which is based in tion by size was the state of Cali- committee in the nearly $4 billion LAW SCHOOL: UCLA Law School Renewables, Southwest Gener- Houston and invests in shale 32 LOS ANGELES BUSINESS JOURNAL OCTOBER 10, 2011

SPECIAL REPORT WHO’S WHO IN L.A. LAW

MARY ANN TODD, 43 holder opposition and still hasn’t closed.) “I didn’t get much sleep that week, but it FIRM: Munger Tolles & Olson LLP comes with the job,” she said with a laugh. LAW SCHOOL: Yale “It’s true that when it rains, it pours.” CLIENTS: Berkshire Hathaway Inc., Uni- Todd’s firm, Munger Tolles & Olson versal Music Group, 99 Cents Only Stores LLP, was founded by Berkshire Hathaway Vice Chairman Charlie Munger, so she has HEN Berkshire Hathaway is one of your worked on many deals for the company over Wmajor clients, you have to be ready to the years, including its massive $34 billion turn around billion-dollar deals at the drop of acquisition of Burlington Northern Santa Warren Buffett’s hat. Such was the case for Fe Railway Co. in 2009 and, this August, Mary Ann Todd one week in March, when the dramatic $5 billion investment into a tee- she got the call that the investment company tering Bank of America. The turnaround on wanted to acquire Lubrizol Corp., a Wick- that latter deal was less than 24 hours. liffe, Ohio, maker of specialty chemicals. “That was something that Mr. Buffett has As with a lot of Berkshire deals, it was a said he arrived at that morning,” she said. mad sprint to the finish line, with Todd par- “The quick turnaround is definitely a part of ticipating in negotiations early in the week, what comes with working with them.” and then working through the weekend to Other clients include Universal Music help wrap up the $9.7 billion deal by Sunday. Group and Warner Music Group. But that wasn’t all. On Thursday of that Today, she lives in Santa Monica, and same week, another client, 99 Cents Only spends much of her free time with a young Stores, received a buyout offer from L.A. daughter – her older daughter attends college private-equity firm Leonard Green & Part- in New York – and practicing yoga. RINGO H.W. CHIU/ LABJ ners LP. (That proposal has run into share- – Alfred Lee Not Much Sleep: Mary Ann Todd at her downtown office.

PAUL TOSETTI, 56 ny gave him a wider client base for the future. “I followed the bankers with whom we’d FIRM: Latham & Watkins LLP worked at Drexel to their new homes at Apol- LAW SCHOOL: Harvard lo, Ares, Bear Stearns, Canyon, Goldman CLIENTS: Allergan, Beckman Coulter, Oracle. Sachs, Leonard Green, Jefferies and other platforms,” he said. “I’ve never forgotten that EMEMBER Ted Turner’s acquisition of lemonade-out-of-lemons time in my career.” RMGM for $1.5 billion in 1986? How This summer he helped with the sale of about the $25 billion buyout of RJR/Nabisco California Pizza Kitchen to private-equity by Kohlberg Kravis Roberts in 1988? Or firm Golden Gate Capital for $470 million. Oracle’s purchase of BEA Systems for $8.5 A month later, he was involved in the sale of billion in 2008? medical equipment manufacturer Beckman You heard about them in the news. Paul Coulter to Danaher Corp. for $6.8 billion. Tosetti lived them. In 1994 he represented the American Tosetti is a partner in the L.A. office of committee that organized soccer’s World Latham & Watkins and served 10 years as Cup, the first time the event was hosted in chairman of the firm’s mergers and acquisi- the United States. He later helped organize tions group. In the 1980s, the firm handled Major League Soccer. much of the local legal work for Drexel The son of a jazz pianist, Tosetti worked in Burnham Lambert. Although a young attor- high school and college as a keyboard player ney at that time, Tosetti recalls working every for rock bands, or playing solo for private par- week on headline-making deals. ties, bar mitzvahs and wedding receptions. “I worked as an associate on a number of Tosetti still plays a half-hour or so every transactions that had a lot of zeroes in the week to keep his fingers nimble – and as a transaction value,” he said. hedge in case the M&A market ever dries up. The turning point of his career came in 1990 “If the day job doesn’t work out, I’ll dust off when Drexel Burnham declared bankruptcy. the Cole Porter songbooks,” he said. RINGO H.W. CHIU/ LABJ But in an ironic twist, the demise of the compa- – Joel Russell Piano Man: Paul Tosetti, with soccer ball, at his downtown office.

Continued from page 31 ly means it’s party time! Most Difficult Deal: The The Secret to Closing a Deal: I Worst: Pulling back-to-back financing of a floating oil pro- try at the outset of a transaction goals while mitigating legal all-nighters on a deal wonder- duction/storage facility in the to develop a relationship with risk in novel ways. ing if the end is in sight. North Sea. There were several the other side so that commu- Worst: My worst career Highlight of Past Year: Repre- difficult legal issues that arose nications will continue even moment was when globally senting Demand Media in its regarding rights and interests when difficult issues arise. replacing one word with anoth- IPO, Huffington Post in its sale in the facility that was in inter- If I Weren’t an Attorney: I er in a document resulting in to AOL, Nestlé Waters in its national waters. would teach history. turning the borrower’s name acquisition of Sweet Leaf Tea, Best Career Moment: Obtain- My Colleagues Don’t Know: I into an expletive. and Clarient in its sale to GE. ing a tax ruling from the state am an avid hiker. I hiked Mount The Secret to Closing a Deal: The Secret to Closing a Deal: that resulted in several million Whitney three years in a row. Patience, organization and Lock everyone in a room and don’t dollars of savings for the client. VOXMAN WEAVER early attention to detail. let them leave until it’s done! Worst: After working for several If I Weren’t an Attorney: I would If I Weren’t an Attorney: I’d months without a day off on a JOHN A. WEISSENBACH, 56 be a gym rat. I love to work out. YEARS IN PRACTICE: 17 spend a lot more time trying to National Bank, Commercial financing of a telecom facility in My Colleagues Don’t Know: I learn how to play golf. Solar Power Inc. Asia, the sponsoring govern- FIRM: Kirkland & Ellis LLP have run 60 marathons and an Biggest Deals: Demand Media’s My Colleagues Don’t Know: I YEARS IN PRACTICE: 20-plus ment was downgraded on the LAW SCHOOL: Harvard ultramarathon. IPO, Huffington Post’s acquisi- used to scoop ice cream at years morning of the closing thereby SELECTED CLIENTS: Oaktree tion by AOL and Myspace’s Friendly’s ice cream. And I still eliminating the credit support Capital Management (including acquisition by News Corp. sneak out to see ’80s heavy metal Biggest Deals: Represented the needed for the deal. Without the the Global Principal Invest- W. ALEX VOXMAN, 44 Most Difficult Deal: A large band concerts whenever I can. agent and bank group in a $1.2 credit support the transaction ments group and the GFI Ener- M&A transaction that was billion financing for the con- could not go forward. gy Group), Shamrock Capital FIRM: Latham & Watkins LLP negotiated from start to finish struction of four utility scale Highlight of Past Year: The Partners, Lovell Minnick Part- LAW SCHOOL: University of over a weekend. DON L. WEAVER gas-fired electric generation development and financing of ners, Brentwood Associates, Pennsylvania Law School Best Career Moments: Proba- plants. Represented a rail-car solar renewable energy pro- Willis Stein & Partners SELECTED CLIENTS: Demand bly the most rewarding FIRM: SNR Denton US LLP company in a $1.3 billion financ- jects. This emerging new mar- YEARS IN PRACTICE: 23 Media, Huffington Post, Nestlé, moments are when deals get LAW SCHOOL: USC ing for the acquisition of rail ket involves a technology I MyLife.com, FreshDirect.com, signed after several back-to- SELECTED CLIENTS: Bank of cars funded by syndicated bank believe will be beneficial to the Most Difficult Deal: A minori- Clarient back all-nighters, as that usual- America, Key Bank, City debt and commercial paper. economy and our environment. ty investment transaction in OCTOBER 10, 2011 LOS ANGELES BUSINESS JOURNAL 33

SPECIAL REPORT WHO’S WHO IN L.A. LAW

Highlight of Past Year: Our smaller deals are the most KidZui, Main Street Connect, r4 meeting I ever attended, as a work on a number of fronts, fun to work on. For example, Vascular, Qualcomm, Vice, very young associate, I especially representing two the sales of J Brand Jeans, Zumbox poured steaming hot coffee clients in the Deepwater Hori- and of the Elvis Presley and YEARS IN PRACTICE: 16 into a wax-lined cup intended zon oil spill, has been out- Frank Sinatra estates were for water or soft drinks. I standing. fantastic deals. Biggest Deal: Represented watched nervously as the wax If I Weren’t an Attorney: I Most Difficult Deal: It would Qualcomm in $805 million melted and curled, floating in would be an architect. be hard to pick. I love com- acquisition of Flarion Tech- the coffee, but it got worse plex deals because they are nologies Inc. when the bottom fell out of the ones where I can add the Most Difficult Deal: The most the cup and the coffee instant- most value. difficult deals are when there is ly flooded the entire table and The Secret to Closing a Deal: a cultural disconnect as far as all papers, laptops, etc. WEISSENBACH WELCH When you hit a roadblock, expectations, deal structure or Highlight of Past Year: The don’t tell the client no, figure customary practice. Deals get successful acquisitions of my which the opposing party and Capital Group LLC, Del Monte out an alternative path. done differently in Silicon Val- two most longstanding clients, counsel were inexperienced, Corp., Simmons Foods If I Weren’t an Attorney: I’d be ley versus New York, in tech- AWR Corp. and SmartReply, inefficient, inconsistent and YEARS IN PRACTICE: 32 a gondolier or a rodeo clown, I nology versus real estate or by National Instruments and unreasonable. can’t decide. manufacturing, and in the Unit- SoundBite, respectively. I had Highlight of Past Year: My Biggest Deal: Representation of ed States versus Europe or worked with both companies daughter running 2:02.04 in the Special Committee of Guitar Asia. Lawyers certainly need to for more than 10 years. Work- the 800-meter finals at the Cali- Center in Guitar Center’s $2.1 bil- know what is customary in ing closely with early stage fornia State Track & Field lion acquisition by Bain Capital. doing a deal, but also why it is companies to build their busi- Championships in June. Most Difficult Deal: Many customary so that they know nesses and successfully The Secret to Closing a Deal: years ago, my largest client when and how to deviate from achieve their goals is very There is no secret. It’s about wanted to do things that they MICHAEL WORONOFF, 51 that standard playbook when rewarding. listening carefully and thinking should not have wanted to do needed or appropriate. The Secret to Closing a Deal: creatively but practically. and could not legally do. I FIRM: Proskauer Best Career Moment: In Understanding the client’s If I Weren’t an Attorney: I think didn’t let them and I got fired LAW SCHOOL: University of 2000, I moved to Los Ange- business and objectives is I would have been an investor. over it. History later proved Michigan Law School les to found the L.A. office critical. Being able to identify My Colleagues Don’t Know: me right. SELECTED CLIENTS: Ares for Silicon Valley-based Ven- all of the issues in an agree- Collectively, they know most Best Career Moment: Having Management, Credit Suisse, ture Law Group. It was an ment should be the easy part everything. helped create a very fine firm Jefferies, Gores Group, amazing opportunity so early – the key is the ability to prior- called Riordan & McKinzie, Promenade Trust, General in my career and provided itize those issues and focus with great lawyers and a great Nutrition Centers, Stream the platform to doing some- on the ones that really matter. RICK WELCH, 59 culture, and successfully com- Global Services DAVID YOUNG, 41 thing entrepreneurial, similar Every decision is a business bining it with Bingham YEARS IN PRACTICE: 26 to my early stage clients. decision, and lawyering for FIRM: Bingham McCutchen McCutchen – a very fine firm in FIRM: DLA Piper LLP Since that time I’ve had a the sake of lawyering is what LAW SCHOOL: Stanford its own right. Biggest Deal: I was on the LAW SCHOOL: USC front-row seat to watch the gives attorneys a bad name in SELECTED CLIENTS: Freeman Worst: When deals die for no Proskauer team that advised SELECTED CLIENTS: Associat- continued development of certain circles. Spogli & Co., Levine Leicht- apparent business or legal rea- one of the purchasers on the ed Press, Avaak, AWR, Cross- the venture capital, technolo- If I Weren’t an Attorney: I’d man Capital Partners, Riordan son – it doesn’t happen very 2006 $21 billion leveraged cut Ventures, Docstoc, Gehry gy and digital media commu- be at home with my family Lewis & Haden, Kayne Ander- often, but it does happen. It’s buyout of HCA (one of the Technologies, GraphEffect, nity here in Los Angeles. right now. son Private Investors, Vintage an empty feeling. largest LBOs ever). But often GRP Partners, GumGum, Worst: At the first client board

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