Deal lawyers Ethan Klingsberg and Martin Korman have
known each other since they were freshmen at the University of
Pennsylvania and both were in the class of 1989 at Yale Law School. But
the two didn't work across from each other until TD Ameritrade Holding Corp. agreed to acquire Thinkorswim Group Inc. in a $606 million deal, announced Jan. 6.
The Chicago target tapped Klingsberg, a partner at New York's Cleary Gottlieb Steen & Hamilton LLP,
in a beauty contest it ran this spring. Formed in 2006 when Investools
Inc. acquired Thinkorswim, the company took the target's name earlier
this year. Investools used Simpson Thacher & Bartlett LLP on that deal and on its 2001 initial public offering, but Simpson represented Toronto-Dominion Bank
when it sold TD Waterhouse US to Ameritrade Holding Corp. in 2005 and
thus may have been conflicted out of this month's deal. For banking
advice, Thinkorswim used David Adler of Paragon Capital Partners LLC. He counseled Investools on the original Thinkorswim deal. Avi Lewittes, John Katzenmeyer and Rob Minear of UBS rendered a fairness opinion to Thinkorswim on the sale to Omaha-based TD Ameritrade.
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Larry Sonsini initially landed TD Ameritrade as a client for
Wilson Sonsini Goodrich & Rosati PC. In 2002, the Palo Alto, Calif., firm advised
Deutsche Bank AG,
which along with Salomon Smith Barney gave banking advice to the online
broker in its $1.3 billion acquisition of Datek Online Holdings Inc.
Three years later, Wilson Sonsini partner Korman took the lead in
representing Ameritrade in its acquisition of TD Waterhouse, a role
Wilson's
Mike Ringler assumed on the Thinkorswim deal. Ameritrade used
Citigroup Inc. on the TD Waterhouse deal but for its most recent acquisition turned to
Kaivan Shaikib and
Ben Braun at
Merrill Lynch & Co.
