Interesting but shoddy piece in yesterday's NYT about the "side deals" in the News Corp - Dow Jones deal whereby News Corp agreed to pay the sellers' banking and legal fees (totalling some $40M). Quoting several disgruntled Dow Jones investors and putative bidders, the article questions whether this side deal - and past banking and legal relationships between the parties - caused the advisors to give Dow Jones less-than-objective advice in pushing for a deal.
For starters, the entire thesis of this article is specious: Bankers, and firms like Wachtell that usually only bill for M&A work when a deal closes, ALWAYS have an incentive to see the deal get completed. ALWAYS. A seller asking for an 11th-hour concession (and one that here, at .7% of deal value, represented no more than a mere lagniappe in the context of the transaction) makes no difference in this dynamic. The sellers got a better deal by $40M - bully for them, and good for the advisors in obtaining it. They also got a 67% premium in the face of buyer perception that Bancroft family issues would make for a very difficult transaction.
That said, these folks are professionals who know far too well they value of their reputations and the need to be perceived as providing objective advice on whether to proceed with a deal. Given just how good this deal was for DJ investors, there's little need for them to defend their conduct. I would also observe that Wachtell, in representing DJ and all of the craziness involved in this deal with the Bancoft family, is not likely being overpaid in collecting $10M.