Yahoo! Inc. has had five CEOs in the past decade, but the Internet search engine provider has been far more stable in its choice of outside advisers, several of which it tapped when selling half of its 40% stake in Alibaba Group Holding Ltd. back to the Hangzhou, China-based e-commerce company in May for $7.1 billion. Moreover, the deal gives Yahoo! the right to sell a further 10% of Alibaba in an initial public offering and to offload the remainder in the public markets thereafter.
Leif King of longtime outside counsel Skadden, Arps, Slate, Meagher & Flom LLP in Palo Alto, Calif., was Yahoo!'s lead lawyer on the transaction. King helped advise the company on its $463 million purchase of Hotjobs.com Ltd. in 2001 and represented Yahoo! four years later when it paid $1 billion for the Alibaba stake. He was also part of the Skadden team that advised Yahoo! on the $45 billion bid made by Microsoft Corp. in 2008. Skadden's Kenton King (no relation) led that representation and also counseled the company this spring in settling a proxy fight launched by Daniel Loeb of Third Point LLC and replacing CEO Scott Thompson with interim CEO Ross Levinsohn. Mike Callahan, Yahoo!'s general counsel since 2003, is a former Skadden associate.
Yahoo! used Karen Ballack of Weil, Gotshal & Manges LLP for advice on intellectual property issues on the Alibaba deal. Nancy Raber, Yahoo!'s associate general counsel who oversees IP, practiced at Weil from 1998 to 2003. The Yahoo! board turned to Ronald Olson and Robert Knauss of Munger, Tolles & Olson LLP in Los Angeles, who also advised the board on the Microsoft bid.
For banking advice, Yahoo! tapped Janine Shelffo of UBS Investment Bank, Jon Woodruff of Goldman, Sachs & Co. and Ian Smith of Allen & Co. LLC. Shelffo and Woodruff also represented Yahoo! on the Microsoft bid. Shelffo was at Lehman Brothers Holdings Inc. then but moved to UBS shortly after Lehman collapsed in 2008.
Mark Gordon, a partner at Wachtell, Lipton, Rosen & Katz, led Alibaba's legal team. The firm first called Wachtell's Daniel Neff when Microsoft made its bid for Yahoo!. Alibaba also used David Hayes of Fenwick & West LLP in San Francisco for IP advice. A few years ago, Alibaba tapped Fenwick's Connie Ellerbach for U.S. trademark advice, and she introduced Hayes to the company to advise on IP issues raised by its technology and licensing agreements with Yahoo!. For financing counsel, Alibaba tapped David Winfield and Teresa Ko of Freshfields Bruckhaus Deringer LLP in Hong Kong, where Alibaba general counsel Tim Steinert was a partner before he joined the company five years ago.
Boon Sim, who left Credit Suisse Securities LLC earlier this month to open Temasek Holdings (Pte.) Ltd.'s New York office, provided Alibaba with banking advice. -- David Marcus
When it comes to dealmaking, it has been May madness for Robert Dickey.
The Morgan, Lewis & Bockius LLP partner advised on three deals announced in May, including two acquisitions by London media and education company Pearson plc.
On May 25, Pearson said it would acquire Brisbane, Calif., cloud-based language-learning company GlobalEnglish Corp. for $90 million in cash. Credit Suisse (USA) Inc. ran a short auction for GlobalEnglish that started at the beginning of 2012, according to a source familiar with the process.
Dickey's team on the deal included Eleanor Tai and Shawmir Naeem. Stradling Yocca Carlson & Rauth PC is representing GlobalEnglish.
GlobalEnglish will expand Pearson's global presence in the language-learning sector, an area where it will likely seek additional deals.
In November, Pearson purchased Global Education & Technology Group Ltd., a China-based English-language test prep and educational-services provider, for $294 million. Dickey's Morgan Lewis colleague Charles Engros worked on the deal.
"The global market for teaching English is huge," says Dickey, who has represented Pearson on most of its deals since 1998. "I'm sure [Pearson] views this as a priority for growth."
On May 16, Pearson's Minneapolis-based computer testing arm, Pearson VUE, said it would buy Certiport Inc. from Spire Capital Partners LLC for $140 million in cash. Certiport, of American Fork, Utah, makes certification and practice tests for the software industry.
Like GlobalEnglish, Certiport, advised by Signal Hill Capital Group LLC, started an auction process at the beginning of the year, according to a source familiar with the situation.
Chris Heller, Paul Gajer, Miles Cowan and Gordon Spring of SNR Denton US LLP are representing Certiport. Dickey's team on the Certiport acquisition includes Etienne Shanon, Karl Goodman, Ron Dreben, James Sims, Harry Robins, Richard Zarin, Gary Rothstein and Kelly Moore.
Aside from Pearson, Dickey, along with Andrew Mariniello and Monica Shaw, represented Swedish vegetable oil producer AarhusKarlshamn AB on its May 25 acquisition of Hillside, N.J.-based rival Oasis Foods Co. for undisclosed terms. -- Demitri Diakantonis