Without question one of the premier lawfirms in the United States, Wachtell Lipton long has represented, and spoken for, “larger corporate interests.”  Today’s news brings us two factoids suggesting that it is not always easy being Wachtell.

First, the Shareholder Rights Project at Harvard Law School (SRP) announced that its efforts  have led to a decrease in classified (staggered) boards among the S&P 500 to less than 10% (considering the Project’s negotiating 99 contracts with companies which have agreed to bring management proposals to declassify).  The SRP then endorses the virtue of declassification as increasing board responsiveness, and cross-links to its prior article entitled “Why Wachtell Lipton was Wrong about the SRP.”  Classified boards used to be favored as a fundamental corporate protector; many of us were taught that you classified your board to make sure management was not sandbagged by those error-prone shareholders.     Wachtell long has been understood (at least in my mind) to favor protections of corporate status quo through board controls (staggered boards, poison pills, etc.) as fundamental to sound management.  How times have changed.

And speaking of poison pills, CVR Energy has just sued the Wachtell firm (and two partners) for malpractice.  Seems that last year Wachtell allegedly advised CVR in the face of Carl Icahn’s takeover bid, and at one point Wachtell allegedly advised accepting an agreement to set aside the CVR pill.  Then Icahn successfully took control.  Now in charge of CVR, Icahn claims that Wachtell hid from the board an agreement that doubled the fees of CVR’s advisers (Deutsche Bank and Goldman Sachs) if Icahn were successful.  So Icahn wins, walks in and find that “his” new company has a $36 Million obligation that (he claims) was hidden from the board of CVR.  It is a strange suit as the malpractice allegedly occurred prior to the time Icahn owned CVR and also facilitated Icahn’s success,  but, of course, it is a corporate debt and he inherits it (the bankers have sued CVR for their fees, claiming they were earned in connection with the May 2012 stock sale to Icahn).

Most of us lawyers recognize Wachtell as a legal powerhouse and a leader in corporate thought and practice.  It seems that not everyone agrees with that perception, however….