Counsel to Counsel - January 2008 - (Page 25) at a Newland Communitiesglance Headquartered in San Diego, Newland Communities has been creating Zimmer Holdings, Inc. desirable, livable communities across the nation for nearly four Inc., founded in Zimmer Holdings, decades. Its communitiesthe largest pure-play 1927, is are consistently listed among the top 20company in the world. orthopaedics selling in the nation. The The company designs, develops, company is currently developing communities acrossand markets manufactures the country, including sites in Colorado, Florida, reconstructive and spinal implants, Georgia, North Carolina,orthopaedic trauma and related South Carolina, Texas, Nevada, Arizona, California,more surgical products. Zimmer has Oregon, Washington, Minnesota and than 7,000 employees worldwide, Maryland. with 2006 net sales of $3.5 billion. partnership From left, David N. Royster and Chad F. Phipps, Zimmer Holdings, Inc. through acquisitions, licensing agreements and internal growth. Since 2001, Zimmer has nearly tripled its annual net sales, from $1.2 billion to 2006 net sales of $3.5 billion. Royster and Boeglin point to several other key deals they have completed together that have helped further Zimmer’s growth, including major acquisitions in 2007 of Endius, Inc. and ORTHOsoft Inc. The acquisition of ORTHOsoft, a Montreal-based company that specialized in computer navigation for orthopaedic surgery, closed in November 2007. Endius, a privately held Massachusetts company that specializes in minimally invasive spinal surgery, became a wholly owned subsidiary of Zimmer. Royster and Boeglin both point to the chemistry they share as one factor that has allowed them to complete so many deals so successfully in such a short period of time. “There is a lot of trust,” Royster says. “We work with a lot of law firms, but with Baker & Daniels there are no trust issues.” “Each one of us respects the other,” agrees Boeglin. “We look at it as a team effort.” The firm has often worked on several agreements simultaneously for Zimmer. And the more work it does, the better the relationship has been. “When you have two or three potential transactions at one time, working seamlessly with outside counsel helps,” says Baker & Daniels Partner Jennifer L. Kremp, who teams with Boeglin to lead the Zimmer work for the firm. After so many transactions, Zimmer feels more comfortable bringing outside counsel in early on, which allows Boeglin, Kremp and others at Baker & Daniels to provide even better service. “We feel much more a part of the team when we are involved from the beginning,” says Kremp. “Because we’ve worked with the same team, it gives us an advantage in negotiation sessions,” agrees Boeglin. “We are able to act and react in a coordinated manner on the fly. That enables us to be effective.” International Efforts Boeglin offers one example where the ability to work well together allowed Zimmer to close out a deal that threatened to drag on. Zimmer had been trying for some time to finalize an exclusive distribution agreement with a German company, Heraeus Kulzer. “There were a lot of people involved and we were trying to pull the deal together quickly,” says Boeglin. “But we were having trouble getting momentum.” So Boeglin and Royster decided to fly to Heraeus Kulzer’s offices to see if meeting face-to-face with their German counterparts would help further negotiations. It did. “We had been working on this deal for months. But once we got to Frankfurt, we were able to get it done in three days,” says Boeglin. Martha GuyPhipps, senior vice president, Chad F. is Newland Communities’ senior vice presidentand secretary, has general counsel and general counsel. She joined the company in 2001 global responsibility for Zimmer’s and legal affairs. He joined the company is responsible for all corporate and project2003; previously, he was vicecame in level legal matters. Martha to Newland from TrizecHahn president and general counsel of Development Corporation, where she L&N Sales and Marketing, Inc. He served aspracticed law with Morgan, also senior corporate counsel. She can be reached at LLP. Lewis & Bockius MGuy@newlandcommunities.com. David N. Royster, assistant general counsel, Global Businesses, Litigation and Risk, works on litigation, transactional work and general legal counseling. Prior to joining Zimmer, Royster was an associate with Baker & Daniels. He can be reached at david.royster@zimmer.com. With a midsized legal department led by Chad F Phipps, senior vice president, . general counsel and secretary, Zimmer business executives often work directly with Baker & Daniels attorneys. Royster is very comfortable with that. “In face-to-face meetings, Dan is very impressive. He has a great team, and he has bench strength.” Besides the deals that Royster, Boeglin and Kremp do, other in-house counsel and businesspeople at Zimmer have ties to the firm’s attorneys as well. “Many other Baker & martindale.com/c2c JANUARY 2008 25 http://www.martindale.com/c2c
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