Vinson & Elkins draws on Dell

For Vinson & Elkins LLP, Dell Inc.'s $3.9 billion acquisition of IT services provider Perot Systems Corp., announced Sept. 21, represents the culmination of several long relationships with the Round Rock, Texas, computer maker.

The Texas law firm's intellectual property lawyers got in on the ground floor in the 1980s, ensuring that Dell's PC technology licenses from IBM Corp. were in order. The M&A relationship started when Goldman, Sachs & Co. moved into the computer maker's orbit in 1987. Robert Kimball (pictured), who led the corporate securities work on the Perot Systems deal for V&E, and colleague Michael Wortley, then a partner with the now-defunct Dallas-based firm Johnson & Wortley PC, represented Goldman when it provided Dell with its only financing round that year. The team also advised the investment bank on Dell's initial public offering in 1988.

When Johnson & Wortley was shuttered in 1995, the Dell legal team moved to V&E and began doing corporate venture capital work for the company, handling the bulk of its M&A advisory assignments, including the $1.4 billion acquisition of EqualLogic Inc. in 2007, the company's biggest purchase before Perot Systems.

Working with Kimball on Dell's latest deal are lead M&A partners Wortley, William Volk and Christopher Rowley. Other V&E partners included Christine Hathaway, Shane Tucker, Billy Vigdor, Cathy Lewis, Dean Harvey, Stuart Johnston Jr., Bill Lawler III, Craig Murray, Brian Moss, Kathleen Little and Peter Mims.

Other than the sheer size of this transaction, Kimball says that the speed of negotiations presented a challenge. Talks got rolling on Aug. 27, and a deal was signed less than four weeks later, he says, in part to avoid leaks. Additionally, the deal process was complicated by the fact that the company carried the name of its founder, prominent Texas businessman and former presidential candidate Ross Perot (who also founded Electronic Data Systems Corp., which was acquired by Dell rival Hewlett-Packard Co. for $13.9 billion last year).

"It was more of a three-way negotiation on certain pieces of it, especially given the contract between Perot Systems and the family about the use of its name," Kimball says.

For financial counsel on the Perot Systems transaction, Dell hired Morgan Stanley's Robert Eatroff and Michael McLaughlin. Perot Systems' legal counsel came from Baker Botts LLP's J. David Kirkland Jr. and John Martin.

The target hired Goldman Sachs' Jon Woodruff, David Hess and Kenneth Hirsch for financial advice.