Katten announced this week that it has recruited Dallas litigator James C. Bookhout to chair the firm’s mergers and acquisitions litigation practice.
Bookhout’s path to Katten is connected by Andrews Kurth alumni. He worked closely with Marc Katz at DLA Piper and will be teaming up with Mark Solomon and David Washburn in his new role.
The SMU Dedman School of Law graduate represents buyers and sellers in indemnification claims and fraud issues in M&A transactions, earnout disputes, handling of working capital and post-closing adjustment disputes, and litigates fiduciary duty and other matters between investors and sponsors in investment funds stemming from private equity transactions.
The Lawbook visited with Bookhout about what motivated his move and what kinds of matters he has handled recently.
Texas Lawbook: Why did you make the move to Katten?
James Bookhout: Katten has developed a strong reputation for its industry-leading service in private equity and middle-market M&A practices, which are important for my clients. Having worked with several members of the Katten corporate team at Andrews Kurth, including Mark Solomon, David Washburn, and others, I knew firsthand their drive and legal skill, and so I was interested in the opportunities that the firm’s platform presented. I was really impressed by the entrepreneurial, client-first perspective of Katten and its attorneys. Combined with what the firm has built here in Dallas over the last few years, it was a natural fit with my skill set in middle market M&A and investor disputes.
Texas Lawbook: How much did your familiarity with the former Andrews Kurth folks at Katten play into it?
Bookhout: I’ve known the team at Katten and especially the corporate M&A lawyers for years. I really enjoyed working with them at Andrews Kurth, and it was compelling me to be reunited with that team again. At the same time, I knew that the other lawyers they had brought together in the Dallas office would be like them — skilled, strategic, and solutions oriented. And that’s exactly what I’ve experienced since arriving at the firm.
Texas Lawbook: What does your litigation practice look like currently?
Bookhout: I concentrate on post-closing M&A disputes in middle-market transactions, as well as complex investor or corporate governance disputes. Basically, I pick up a sophisticated corporate agreement and know what to look for to put a winning strategy together. The practice most often involves litigation in Delaware and New York, but these disputes can take place anywhere. Two of the biggest M&A disputes that I’ve ever handled were in California and Oklahoma, both of which resulted in trials.
Texas Lawbook: What are two or three of the most interesting matters you have handled recently?
Bookhout: The interesting thing about my practice is that you see disputes from a such wide array of industries. A good example was the recent acquisition of a mobile app company by a client. The transaction involved a carve out, and so it was difficult to price at the time of closing. The parties agreed to a large potential post-closing earnout depending on the target’s performance. Unfortunately, the target did not perform well after closing. The seller had a hard time accepting that and argued that the buyer had intentionally run the company it just paid many millions of dollars for into the ground. We obtained a complete defense award that the seller take nothing.
Another dispute involved a reluctant buyer for an oil and gas business in Oklahoma. The buyer signed a definitive agreement, but then started to manufacture pretexts not to close the transaction. The issues they raised were totally unsupported by the evidence, and most of them were downright trivial. We litigated to enforce the buyer’s obligations, and we got the transaction closed.
Texas Lawbook: How many trials have you been first chair on?
Bookhout: I’m fortunate to have been first chair in four trials over the last few years, as well as a large number of multiday evidentiary hearings. Everyone knows that many cases are resolved via settlement these days, but there is still nothing like being in the courtroom and seeing all of that effort and hard work come together in a successful witness examination and favorable outcome for my clients.