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December 2, 2010 6:11 PM

Wachtell Alum New CEO at IAC, As $220 Million Deal Sees Media Titans Part Ways

Posted by Brian Baxter

UPDATE: 12/7/10, 5:00 p.m. Blatt spoke with CNBC, courtesy of The New York Times's DealBook, about his stragegy for IAC.

Barry Diller's IAC/InterActive is giving $220 million in cash and the Web sites Evite and Gifts.com to John Malone's Liberty Media in return for the cable operator's 12.8 million shares in IAC, according to The Associated Press.

The transaction caps a busy week for lawyers-turned-CEOs as Wachtell, Lipton, Rosen & Katz alum Gregory Blatt takes over for Diller as IAC's new chief executive. (Earlier this week former Merck general counsel Kenneth Frazier was named the new CEO of the pharmaceutical giant.)

The deal leaves Diller as IAC's largest individual shareholder with 34 percent of voting shares, but the media magnate will no longer be at the helm of New York-based IAC, which recently bought into Newsweek and owns other media properties like Ask.com and Match.com.

It was from Match.com that Diller plucked Blatt, who has served as CEO of the dating site since February 2009. Blatt was only four years removed from law school when Martha Stewart asked him to become the general counsel of Martha Stewart Living Omnimedia and take the company public in 1999, according to a profile of Blatt by Columbia Law School Magazine. (Blatt first worked at Wachtell and then joined New York's Grubman Indursky & Schindler before landing at Martha Stewart Living.)

Blatt worked for Stewart until October 2003--in a sign of the close relationship he still has with the domestic doyenne, Blatt appeared on her TV show last year--when the Wachtell alum left for IAC. After five years as IAC's chief in-house lawyer, Blatt moved into the top job at Match.com. Now Blatt will try and put his transactional background to use by turning around struggling media holdings such as Newsweek, and Wachtell figures to be a firm on his speed dial for corporate work.

It was Wachtell that advised IAC on its latest transaction with Liberty Media. Corporate partner Pamela Seymon led a team from the firm on the matter, which also included antitrust partner Joseph Larson, executive compensation partner Adam Shapiro, tax partners Jodi Schwartz and T. Eiko Stange, and corporate counsel Nancy Greenbaum. (Simpson Thacher & Bartlett corporate partner Brian Stadler advised a special committee of IAC's board of directors on the sale.)

Seymon and Wachtell have advised IAC before, serving as deal counsel to the conglomerate's Ticketmaster unit on its controversial takeover by Live Nation last year. The deal was approved this past January after a long regulatory process. (Gibson, Dunn & Crutcher handled antitrust aspects of the merger for Ticketmaster.)

Baker Botts advised Liberty Media on the divestiture of its IAC stake. The firm also has a long relationship with its client, having advised Liberty Media last year on the spinoff and merger of its DirecTV and Liberty Entertainment units.

Baker Botts M&A partner Frederick "Buzz" McGrath, who has served as lead outside counsel to Liberty Media for more than two decades, advised the company along with corporate partner Jonathan Gordon, IP partner Jeffrey Sullivan, employee benefits partner J. Robert Fowler, and tax partners Tamar Stanley and Benjamin Wells.

Liberty Media's general counsel is Charles Tanabe. IAC's general counsel is Gregg Winiarski.

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