LOS ANGELES 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 Los Angeles Times 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 blackjack team – and gave him some unusually effective tips. “I’ve been kicked out of two casinos 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- & Casino in Las Vegas. 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.