Did Wachtell, Lipton, Rosen & Katz make a mistake in the rush to generate the terms—in lawyer lingo, "papering" the deal—for J.P. Morgan Chase to acquire Bear Stearns at the original fire-sale price of $2 a share?

For many years, Wachtell Lipton has been the firm with the greatest cachet among deal lawyers, and its partners are routinely the best compensated in the country, with profits last year of $4.5 million, according to a survey published this week by the Lawyer. So it seems hard to believe that Wachtell could have erred.

But deal lawyers have been buzzing since Monday, when Andrew Ross Sorkin of the New York Times, in breaking the news of talks of a revised, $10-per-share offer, reported that there had been several mistakes in the original offer. Most significant, the original agreement had language that would have required J.P. Morgan's guarantee of Bear Stearns liabilities to remain in place even in the event that the Bear Stearns shareholders voted down the transaction.

There is talk that Edward Herlihy, J.P. Morgan's lead lawyer—and a giant in banking M&A deals as well as one of the few lawyers to belong to the Augusta National Golf Club—had relied on other Wachtell lawyers because his usual partner, Craig Wasserman, has been ill. Calls to Herlihy's office seeking comment were not returned.

Some were also speculating that Martin Lipton, the Wachtell partner who invented the "poison-pill defense" and is considered an éminence grise among deal lawyers, may no longer be running the show at Wachtell.

Other deal lawyers dismissed the idea that Wachtell had fumbled, calling it "ludicrous." Deal documents are "very simple" according to one corporate lawyer. "They are the intellectual equivalent of a deed in buying real estate."

Still, the original deal agreement was completed over a frenzied weekend that included discussions with federal officials as well as negotiators for Bear Stearns, and was sloppy in some respects as a result. Some places in the merger agreement are left blank, for instance.

"It's really difficult to say" who was responsible for the guarantee provision, says Morton Pierce, co-chairman of the mergers and acquisitions practice at Dewey & Leboeuf. "The deal has so many unusual features, it's really hard to say from an outsider's perspective whether it was a mistake or not." He pointed to J.P. Morgan's option on the Bear Stearns building and 20 percent of its stock at the $2-per-share price. "In totality, it was obviously a very unique transaction."

Mistake or not, however, it is a new provision in the revised agreement that is expected to be at the center of any litigation over the deal. As part of the agreement announced on Monday, J.P. Morgan has an option to buy 39.5 percent of Bear, a move that all but locks up shareholder approval of the deal but one that lawyers say begs to be challenged in a Delaware court.

"The lockup throws it into the Delaware courts," says Larry Ribstein, a visiting professor at New York University School of Law and author of the Ideoblog.

A 2003 decision from the Delaware Supreme Court, Omnicare v. NCS Healthcare, will likely become a big football in the fight over how the deal plays out. In Omnicare, a highly criticized decision from the court, which split 3-2 in its ruling, the court said the board of NCS, a pharmaceutical services company could not lock out shareholders from approving its deal with Genesis—even though the deal increased value for shareholders. The lockup fended off a bidding war with Omnicare, another company interested in buying NCS.

"Does it matter that we are talking about a bankruptcy and the intervention of the Federal Reserve?" Ribstein asked. "There is no firm 40 percent rule," he said of the J.P. Morgan lockup provision. "I am not aware of any hard-and-fast answers to these questions."

One thing is certain: The flow of lawsuits over the deal is likely to become a very big wave.