Dewey and Paul Hastings lead on multibillion-dollar Disney-Marvel deal
Dewey & LeBoeuf and Paul Hastings Janofsky & Walker have taken lead roles on Walt Disney's $4bn (£2.4bn) cash and stock acquisition of Marvel Entertainment, a deal that gives Disney the rights to more than 5,000 Marvel characters, including Spider-Man and the Incredible Hulk. Dewey's representation of Disney, a longstanding client of M&A chair Morton Pierce, reaffirms the firm's role as the Mouse's go-to outside counsel, write The Am Law Daily.
September 01, 2009 at 04:32 AM
3 minute read
Dewey & LeBoeuf and Paul Hastings Janofsky & Walker have taken lead roles on Walt Disney's $4bn (£2.4bn) cash and stock acquisition of Marvel Entertainment, a deal that gives Disney the rights to more than 5,000 Marvel characters, including Spider-Man and the Incredible Hulk.
Dewey's representation of Disney, a longstanding client of M&A chair Morton Pierce, reaffirms the firm's role as the Mouse's go-to outside counsel, write The Am Law Daily.
Disney used Skadden Arps Slate Meagher & Flom as lead M&A counsel for its last megadeal, the $7.4bn (£4.5bn) acquisition of Pixar Animation Studios in 2006. Dewey played a secondary role in that deal because the firm was working on a different Disney deal at the same time.
Dewey has advised Disney on other recent deals, including its $19bn (£11.5bn) purchase of Capital Cities/ABC in 1996 and its $5.3bn (£3.2bn) deal for Fox Family Worldwide in 2001.
The acquisition, the largest media deal of the year so far, also cements Paul Hastings' role as Marvel's counsel. The firm has advised Marvel in several recent matters, including complicated litigation over the ownership of characters created by comic book guru (and Marvel collaborator) Stan Lee, who created most of Marvel's most famous characters. John Turitzin, Marvel's executive vice president and general counsel, is a former Paul Hastings partner.
Lead Paul Hastings partner Carl Sanchez says he and a team of 20 lawyers have been working on the deal nonstop for two weeks. Disney and Marvel started discussing a possible merger in late June, but it was not until earlier in August that Michael Zuppone, the Marvel relationship partner for Paul Hastings, called Sanchez and told him to fly from his home base in San Diego to New York to begin work on the deal.
Sanchez credited a Paul Hastings intellectual property (IP) team, led by partner Jane Song, for going through the IP documents for every one of the 5,000 Marvel characters to determine the transferability of rights to Disney.
Sanchez said the deal is structured in a way that allows Marvel to negotiate with any competing bidders that might emerge between the announcement on Monday (31 August) and the closure of the Disney deal by the end of the year.
Marvel shareholders will also receive a combination of cash and Disney stock in exchange for their Marvel shares based on a formula that guarantees the stock portion constitutes no less than 40% of the payout. That allows the deal to be tax-free for shareholders of both companies, Sanchez said.
Other Dewey partners on the deal included tax partner Gordon Warnke and M&A partners Ivan Presant and Chang-Do Gong.
For a full rundown of the complicated ownership history of Marvel, see this Am Law Daily blog.
This article first appeared on The Am Law Daily blog on americanlawyer.com.
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