The Work

September 13, 2010 3:37 PM

HP Taps Three Firms for $1.5 Billion ArcSight Buy

Posted by Brian Baxter

Two weeks after Hewlett-Packard beat out Dell to acquire data storage company 3PAR, and more than a month after the Palo Alto-based tech giant fired its former CEO Mark Hurd, the information tech giant has turned to Gibson, Dunn & Crutcher, Drinker Biddle & Reath, and Freshfields Bruckhaus Deringer to advise on its purchase of security software maker ArcSight.

HP announced the $1.5 billion ArcSight acquisition on Monday. Russell Hansen, partner-in-charge of Gibson Dunn's Palo Alto office, is advising HP on the deal along with corporate partner Mark Lahive, and associates Jeffrey Petit, Raymond Yee, and Phil Kenny. Hansen, who did not immediately respond to a request for comment, advised HP on its $1.2 billion acquisition of handheld device maker Palm earlier this year.

Gibson Dunn figures to remain busy with HP work. The firm is advising HP in a civil suit filed last week against Hurd over the former CEO's announced moved to Oracle, and has been retained to handle a derivative suit filed against the company over Hurd's severance package. Also, as reported by The New York Times and according to disclosures in HP's recent 10-Q, the Justice Department and SEC have expanded an investigation into possible bribery payments in connection with contracts the company obtained in Russia. As we reported earlier this year, Gibson Dunn and Linklaters are advising HP on that inquiry in the U.S. and Europe, respectively.

Drinker Biddle partners Robert Skitol and Joanne Lewers are providing U.S. antitrust advice to HP on the ArcSight deal, while Freshfields partner Alan Ryan and senior associate Martin McElwee are serving as European antitrust counsel. Both firms have previously advised HP on various matters.

HP deputy general counsel Paul Porrini, senior counsel for corporate securities and M&A Brandon Ponichter, and M&A counsel Rick Arnold and Amy Rothstein led the in-house legal team on the ArcSight deal.

HP general counsel Michael Holston was a partner at Drinker Biddle from 1987 to 2005, joining HP from Morgan, Lewis & Bockius in 2007, after a pretexting scandal resulted in the resignation of his predecessor. Since that time, Holston has shaken up HP's in-house legal department, which was recently profiled by sibling publication Corporate Counsel.

A source familiar with the ArcSight deal tells us the company has tapped Fenwick & West corporate partner David Bell for outside counsel. While an ArcSight spokesman declined to comment, a Fenwick spokeswoman confirms the firm is advising the Cupertino, Calif.-based company, which provides network security consulting and compliance management services to corporate clients.

Bell was assisted by firm chairman and technology partner Gordon Davidson, M&A cochair Douglas Cogen, corporate chair Daniel Winnike, antitrust cochair Mark Ostrau, executive compensation partner Scott Spector, technology transactions partners E.A. Lisa Kenkel and Stephen Gillespie, and regulatory compliance partners Susan Muck and Jay Pomerantz. The firm represented ArcSight on its IPO in early 2008 with a team led by Bell; it has also handled M&A work for the company.

ArcSight general counsel Tram Phi is a former Fenwick associate. Associate general counsel Mary Keller and corporate counsel David Borders, Jr., assisted Phi on the acquisition by HP. The deal is expected to close by the end of the year, pending regulatory approvals.



HP Tops Dell in Bid for 3PAR

HP's Uphill Battle Against Hurd

Skadden Has Part in Evolving HP Turmoil

How HP, Covington Handled the Mark Hurd Matter

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