interview/bc/30"/mike1st/mark2nd

By BENJAMIN MARK COLE

Senior Reporter

Kendall Bishop, as one of the nation's premier securities lawyers, is no stranger to major league deals.

But to be simultaneously working on two of the most important ongoing business transactions in Los Angeles history the Playa Vista project and the Los Angeles Dodgers sale is heady stuff even for him.

Bishop is representing the group negotiating to buy a substantial equity stake in Playa Vista (potential future home of DreamWorks SKG), and he is representing Peter O'Malley on his efforts to sell the Dodgers.

He also represents Walt Disney Co., Marvin Davis and the Davis Co., El Segundo-based International Rectifier Inc. and New York-based Univision Communication Inc.

After graduating from Boalt Hall at UC Berkeley, Bishop joined law giant O'Melveny & Myers in 1965, where he tried his hand at litigating for a few years. He then switched to corporate work, where he has remained ever since.

O'Melveny & Myers' management committee also recently selected Bishop to become managing partner of its corporate practice for all of California. That position requires him to spend more time in the firm's downtown L.A. headquarters, though his primary office remains at the Century City office, which he heads.

Question: How is it you ended up the lead lawyer on the Dodgers deal and the Playa Vista transaction?

Answer: Everybody has his 15 minutes in the sun.

Q: Why did Peter O'Malley pick you to represent the team in a sale?

A: There was a request for proposals; we were lucky enough to get it. We went up the hill, and we just resonated with the people we met (at the Dodgers). I led a team of five partners from O'Melveny & Myers.

Q: Who did you meet?

A: There was Peter O'Malley (Dodgers owner); Rollie Seidler (chairman of The Seidler Cos. securities brokerage in downtown Los Angeles), who is married to Terry Seidler, who is Peter O'Malley's sister; Rollie Seidler (Jr.); Bob Graziano, who is the Dodgers CFO, and Mary Anne Seigler, the Dodgers' accountant from Ernst & Young.

Q: Will Peter O'Malley stay on, if and after a sale?

A: Your guess is as good as mine.

Q: I don't think my guess is as good as yours. What's yours?

A: It very much depends on who the buyer is, and whether that buyer wants to have Peter O'Malley stay on.

Q: Then it is not a condition of the sale, that Peter O'Malley stay on?

A: It is not a condition of the sale.

Q: There are no bids on the table?

A: There has been a lot of interest from a lot of parties, and Peter Barker (of Goldman Sachs, the Dodgers' investment banker) is winnowing down the list to a manageable size.

Q: Will this be an all-time record price for a sport franchise?

A: Yes it will be, although it is not a fair comparison. Here, you are not only selling the team, but a lot of other assets the stadium, the land, the Vero Beach facilities, the minor league team in Vero Beach, two clubs in the Dominican Republic. But the Dodgers are the premier sports franchise in the world today.

Q: You say you went up the hill to the Dodgers with five partners. Is that the advantage of working at a large firm, that you have other talent to draw upon?

A: Definitely, yes. You can take a transaction like the Dodgers sale and bring to bear a whole variety of experts on real estate, on tax issues, charitable issues. We are fortunate to be able to have experts in the various alternatives available.

Q: I think Alan Rothenberg (of Latham & Watkins) thought he had the Dodgers' deal

A: Alan is a friend of mine, so I really can't comment. In fact, I'm having dinner at his place tonight.

Q: Will you be careful what you eat?

A: No really, we are friends.

Q: O'Melveny & Myers is the city's oldest firm, founded in 1885, and the largest. Do you feel a sense of history, of tradition, in working here, or is it more a matter that in the modern era, this is a major firm, and a business, and that's it?

A: We do indoctrinate the new associates into the firm. But the law practice has changed in the last 20 years; it is far more competitive. It used to be if you did good work, the clients would come to you. Today, you have to hustle, to respond to RFPs (requests for proposals), just like on the Dodgers deal.

Q: O'Melveny & Meyers has had a good reputation as a place to work. Can you maintain that great work environment in a more competitive market?

A: The practice of law has changed from being a profession to being a profession and business. It puts a lot more strain on everybody. You spend a lot more time on client relationships, and RFPs.

Q: Do lawyers work too many hours?

A: There is an emphasis on hours, and all law firms need to come to grips with it. We need not only first-class lawyers who work hard, they also need to have a life beyond the firm.

Q: How many hours a week do you work?

A: I come in about 8:00 to 8:30, and I leave about 7:30. I usually work a little on Saturdays, or take work home. So maybe 60 hours a week.

Q: Do you have a typical negotiating strategy?

A: Every negotiation is different, there are different personalities, and different strengths and weaknesses of the parties involved. I do think you catch more flies with honey than vinegar. I know some owners might want a lawyer who is always rough, tough and obnoxious.

Q: The power structure of Los Angeles is changing, and O'Melveny & Myers was definitely part of the old power structure, and still is. Are you changing?

A: This business has changed so much. We used to have one office, now we have six domestic offices, a global practice with four offices in Europe and Asia. We have white-collar (criminal defense), we have a bankruptcy practice there has been terrific change in my 32 years here.

Q: Why did you become a lawyer?

A: Like a lot of lawyers, I really didn't know what I wanted to do (after college), but I joined O'Melveny & Myers knowing it would give me the greatest latitude, expose me to the most alternatives. After a while, I decided I like doing this. Also, I am fortunate that the nature of my work, corporate work, keeps changing and growing, and so I have to. I am the first person in my family to go to college.

Q: There are a lot of "lawyer jokes," and pejorative comments made about lawyers. How does this affect you?

A: It gets tiresome. I'm still happy to be a lawyer. I am not like the lawyers that everybody makes the jokes about. Do you get upset at the low public perception of media, or do you try to do a good job? I try to do constructive work, to help firms raise money, or merge with firms they should be merged with, or help get deals done.

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