Du Pont's acquisition of Conoco Inc. last week may well go down as the wildest, bloodiest takeover war in corporate history. It may also turn out to be the most lucrative for the nearly 200 lawyers brought in to carry the battle.
Lawyers involved estimate the fees alone may run close to $15 million for waht several of them said was one of the most intensive five weeks of legal lunacy they've ever seen.
The battle cry for lawyers, whether on offense or defense in a takeover war is: "Sue everyone, quickly and often." If neophyte attoeneys wonder on what grounds to file suit, veterans wonder on what grounds to file suit, verterans reply, "Think of something." And that's precisely what they did.
In those five weeks, lawyers for Conoco and the three companies trying to swallow it -- Du Pont, Mobil and Seagram -- raced around the country in corporate jets, often in the dead of night, to file or defend against more than 20 lawsuits in state and federal courts in at least six states.
Only Du Pont didn't sue anyone, one of its lawyers said contentedly when it was all over. "We didn't need to engage in frivolous lawsuits," he sniffed, "we had the best offer." Du Pont was also the friendly or "white knight" bidder, since the Conoco board of directors facored Du Pont over Mobil and Seagram, thereby reducing the need for suits by the white knight.
Some of the sutis were imaginative thrusts, to say the least.
As the bidding came down to the wire, Seagram discovered Conoco had gotten a temporary restraining order against its bid from a state court in Leon County, Fla. It turns out that Florida has laws against companies both making and selling liquors.
Since Conoco owns a small gas station susidiary that sells beer and liquor, Conoco lawyers argued, liquor manufacturers Seagram's bid would violate Florida laws. The judge issued the restraning order on Friday morning, July 31, and the move was announced at the New York Stock Exchange.
By that afternoon, Seagram had hired lawyers in Florida and had gotten the order lifted Seagram supporters relaxed momentarily, only to find that a similar order had been issued in North Carolina, which has a similar law.
That night, Seagram hired a law firm in North Carolina to go into federal court Saturday morning to get the order lifted. They succeeded.
Then on Tuesday, Aug. 3, as the trading deadline approached, Mobil sued Du Pont in federal court in New York in a last-ditch attempt to block the takeover. Its request for a court order was denied the next day, appealed immediately to the federal court of appeals and denied. That cleared the way for Du Pont.
While the litigators were slugging it out on one level, the corporate and tax lawyers wre working day and night on other levels, making sure the offers to stockholders were as attractive as possible, making sure there were no violations of myriad federal laws.
One lawyer who worked on SEC matters for one of the companies was asked about the amount of work involved.
"About four feet," he replied, glancing at the stack of SEC filings in his office.
Most of the litigation and corporate work was done by giant New York firms.
Law firms involved in this one read like a Who's Who of corporate law giants: Dewey, Balantine, Bushby, Palmer & Wood, along with Skadden, Arps, Slate, Meagher & Flom, for the once-independant Conoco; Simpson, Thacher & Barlett for Seagram; Donovan Leisure Newton & Irvine joined by Sullivan & Cromwell for Mobil. Another group of large firms helped the bankers involved in the fight.
Covington & Burling was the only D.C. firm to get a significant piece of the action, keeping watch on the Securities and Exchange Commission and antitrust matters. C&B and Cravath, Swaine & Moore of New York haldled much of the work for the winning Du Pont bid. Dickstein, Shapiro & Morin and Andrews, Kurth, Campblell & Jones did some work for Seagram.