Dow, Rohm add to legal teams

Dow Chemical Co. is set to close its $18 billion acquisition of Rohm and Haas Co. at the end of the month after the companies spent February sparring over the deal. Both parties brought in new lawyers for the litigation that Rohm and Haas brought before Chancellor William B. Chandler III of Delaware's Court of Chancery.

So did the Haas family trusts and Paulson & Co., whose decision to accept preferred stock from Dow instead of cash for some of their Rohm and Haas stock made a settlement of the dispute possible.

Paulson used Christopher Ewan and Daniel Bursky of Fried, Frank, Harris, Shriver & Jacobson LLP. The hedge fund turned to the same firm for advice when it was one of a group of seven investors that agreed to buy IndyMac Bancorp Inc. for $13.9 billion from the Federal Deposit Insurance Corporation on Dec. 31. Fried, Frank's Thomas Vartanian led that deal.

The Haas family trusts used Richard Hall at Cravath, Swaine & Moore LLP on the original deal and Michael Paskin on the litigation. In late January, the trusts also brought in Barton Winokur, the chairman of Dechert LLP in Philadelphia. The firm has long advised the trusts, with which partner Arthur R.G. Solmssen now manages the relationship. Dechert had advised Rohm and Haas over the years, which conflicted the law firm out a role in the initial deal. The trusts tapped J. Travis Laster at Abrams & Laster LLP as local counsel.

Dow Chemical tapped a team of litigators from Kirkland & Ellis LLP that included David Bernick, Michael Foradas, John Donley, Nader Boulos and Douglas Smith. The Chicago firm has done other kinds of litigation work for Dow over the years. For local counsel, Dow used Martin Tully and Kenneth Nachbar at Morris, Nichols, Arsht & Tunnell LLP in Wilmington. Shearman & Sterling's John Marzulli Jr. and Scott Petepiece advised Dow on the original deal.

Rohm and Haas used Wachtell, Lipton's Daniel Neff in those talks and a team led by Marc Wolinsky on the litigation. Collins Seitz Jr. and Henry Gallagher Jr. of Connolly Bove Lodge & Hutz LLP in Wilmington provided local counsel.