Bloomberg News

Wachtell Dropped Goodrich to Advise Buyer United Technologies

October 28, 2011

Oct. 28 (Bloomberg) -- Wachtell Lipton Rosen & Katz dropped longtime client Goodrich Corp. to work across the table from the company in a takeover by United Technologies Corp.

The move by Wachtell Lipton, which also counts United Technologies as a longstanding client, was disclosed in a regulatory filing yesterday by Goodrich. Wachtell Lipton participated in Goodrich board discussions about a sale to United Technologies as early as December of last year, and withdrew from representing Goodrich in June, Goodrich said in the filing.

The Wachtell Lipton partner representing Goodrich didn’t take part in counseling United Technologies in the transaction, Goodrich said. Goodrich subsequently hired Jones Day for legal representation.

“That kind of side-switching is quite unusual,” said Deborah Rhode, a law professor at Stanford University in Palo Alto, California.

Martin Lipton and Joshua Cammaker, two Wachtell Lipton partners named in the filing as representing United Technologies, didn’t immediately return calls seeking comment. John Moran, a spokesman for United Technologies, and Lisa Bottle, a spokeswoman for Goodrich, declined to comment.

Wachtell is advising on more mergers and acquisitions than any other law firm in the world this year, according to a Bloomberg ranking by dollar value of transactions. Skadden Arps Slate Meagher & Flom LLP is ranked second.

United Technologies, based in Hartford, Connecticut, agreed in September to buy Charlotte, North Carolina-based Goodrich for $16.5 billion in cash. The Goodrich acquisition will add aircraft landing gear and jet-turbine casings to United Technologies’ aviation brands, including Pratt & Whitney jet engines and Sikorsky helicopters.

--Editors: Elizabeth Wollman, Michael Hytha

To contact the reporter on this story: Zachary R. Mider in New York at zmider1@bloomberg.net;

To contact the editor responsible for this story: Jennifer Sondag at jsondag@bloomberg.net.


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