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Is it right to praise the law firm lawyers and not mention the law department’s lawyers in the $4 billion T-Mobile breakup fee?

This opening sentence from a column in the NY Times, Dec. 24, 2011 at B1, irritated me: “Count the T-Mobile lawyers who negotiated a multibillion dollar breakup fee – [two Wachtell, Lipton lawyers] – and got AT&T to agree to it as among those who will actually deserve their year-end bonuses.” Does the columnist know that T-Mobile has a large and highly qualified legal department? Does he know that their senior corporate lawyer in charge of the negotiations – sorry, I doubt that Wachtell made the business calls – did not dream up and maneuver through the massive breakup rights?

It may be that the Wachtell lawyers had the creativity and audacity to propose asking for the $3 billion in cash and valuable wireless spectrum and had the skills to push it through to the final agreement. But someone on the T-Mobile side, and likely a lawyer, at the least had to agree and back them up.

I do not know what happened late at night in stuffy conference rooms littered with take-out and negotiators under pressure, but praise for this coup may be deserved by the in-house legal team, rather than based on the implicit assumption that outside counsel are more daring, smart and wily.

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