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Cravath, Swaine & Moore LLP has landed another assignment advising the independent directors of an institution under pressure. Citigroup Inc.'s board has tapped partner Robert Joffe for advice on the bank's many challenges, and he represented the board on the recent capital infusion by the federal government. Joffe is close to Richard Parsons, Citi's lead outside director and the former CEO at longtime Cravath client Time Warner Inc. Cravath M&A partner Allen Finkelson is also working on the file.
Citi used Davis Polk & Wardwell LLP on the cash infusion, with a team led by George R. Bason Jr., Louis L. Goldberg and Randall D. Guynn. The firm also advised Citi on its failed agreement to by Wachovia Corp. The Federal Reserve Bank of New York tapped Cleary Gottlieb Steen & Hamilton LLP's Mark Walker, Ray Check and Kimberly Blacklow and counsel Sandra Rocks for advice.
As for Cravath, Joffe, 65, began advising the independent directors of Washington-based Fannie Mae in 2004 and was at their side when the Treasury Department seized Fannie Mae in September. He also represented the independent directors of Merrill Lynch & Co. in that firm's sale to Bank of America Corp. Other clients include the independent directors of General Motors Corp. as well as the audit committee of General Electric Co. in an investigation by the U.S. Securities and Exchange Commission.
Citi's board had used Martin Lipton of Wachtell, Lipton, Rosen & Katz at least as far back as 2002, when then-New York Attorney General Eliot Spitzer investigated research practices at the bank, and continued to turn to him for advice thereafter. But Wachtell's Edward Herlihy represented Well Fargo & Co. in its agreement to buy Wachovia less than a week after Citi entered into a memorandum of understanding to negotiate a deal with Wachovia. Citi sued Wachovia and Wells Fargo, which may have conflicted Wachtell out of advising the Citi board. The same conflict may have prevented Wachtell from representing Wells in the litigation Citi brought in an effort to stop a Wells-Wachovia deal, which was announced Oct. 3. Wachtell handled the litigation for Wells that weekend, but by early the next week had turned the litigation duties over to Eric Seiler at Friedman Kaplan Seiler & Adelman LLP in New York, who was already on the file. He said at the time that Wachtell recused itself because it had a conflict.
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