Bloomberg News

Winston & Strawn, Gibson Dunn, Skadden: Business of Law

July 11, 2012

DuPont Co. (DD:US), the most valuable U.S. chemical company, didn’t tell investors for years that efforts to develop its own herbicide-tolerant soybean seeds had failed, Monsanto (MON:US) Co. told a jury at the start of a patent trial.

DuPont knew as early as 2006 that its GAT soybeans didn’t grow as well as Monsanto’s Roundup Ready beans and didn’t make the information public until 2009, George C. Lombardi, an attorney for Monsanto, said yesterday at the start of a patent trial in St. Louis. Monsanto is suing DuPont for adding the Roundup Ready trait to make its product work, a patent infringement it said is worth as much as $1 billion.

“For years, they told the world GAT was going to work,” Lombardi, a Chicago-based lawyer with Winston & Strawn LLP, told the jury in Monsanto’s opening arguments. “When it failed, they relied on the Roundup Ready product.”

DuPont claims there was no infringement because St. Louis- based Monsanto got the Roundup Ready patent fraudulently. Monsanto intentionally withheld information about the genetic sequence that made its Roundup Ready technology work from the U.S. Patent and Trademark Office, said Leora Ben-Ami, a DuPont lawyer. That makes that patent invalid and unenforceable, she said.

“Monsanto didn’t want people to know what was inside the bag, what was inside the seed,” Ben-Ami, a New York-based lawyer with Kirkland & Ellis LLP, told the jury. “Monsanto didn’t want people to know how the seed was made.”

The Roundup Ready trait is engineered into more than 95 percent of soybeans, largely through licensing agreements, generating $22 billion of revenue over eight years for Monsanto and the more than 200 seed companies that license the technology, Lombardi said. The technology drove $6 billion in soybean seed sales for DuPont’s Pioneer unit in that time, he said.

The Roundup Ready trait, introduced by Monsanto 16 years ago, allows crops to survive applications of glyphosate, marketed by Monsanto as Roundup, the world’s best-selling weedkiller. DuPont’s GAT seeds were developed to tolerate glyphosate and other weedkillers.

DuPont in 2008 developed hundreds of seed lines as it got ready to begin selling GAT soybeans that included the Roundup Ready trait, Lombardi said. That violated the companies’ 2002 licensing agreement that prohibited combining the Roundup Ready trait with a second trait that also allows plants to tolerate glyphosate, he said. It also violated the company’s patent, Lombardi said.

Monsanto sued in 2009 to block the combination.

The case is Monsanto Co. v. E.I. duPont de Nemours & Co., 09cv686, U.S. District Court for the Eastern District of Missouri (St. Louis).

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Deals

Intel Invests $4.1 Billion in ASML to Speed Technologies

Intel Corp. (INTC:US), the world’s largest semiconductor maker, agreed to invest as much as $4.1 billion in Dutch chip-equipment maker ASML Holding NV (ASML) in an effort to shave two years from the time to adopt new production techniques.

Intel is being advised by Gibson, Dunn & Crutcher LLP, with co-counsel in the Netherlands NautaDutilh NV. Morrison & Foerster LLP advised Intel on due diligence and antitrust matters. ASML is represented by De Brauw Blackstone Westbroek NV and Skadden, Arps, Slate, Meagher & Flom LLP .

The Gibson Dunn team is led by Palo Alto partner Russell Hansen and includes Palo Alto partner Lisa Fontenot. Also on the team are New York partner Benjamin Hershkowitz and Los Angeles tax partner Paul Issler. NautaDutilh’s team was led by corporate partners Leo Groothuis and Gaike Dalenoord, Gibson Dunn said.

On behalf of Morrison & Foerster, San Francisco corporate partners Robert S. Townsend and Jaclyn Liu led the firm’s deal team, which also included antitrust partner W. Stephen Smith in Washington. Additional Morrison & Foerster attorneys working on the deal include technology transactions partner Paul E. Jahn, antitrust partner Jonathan S. Gowdy and executive compensation partner Michael T. Frank in Palo Alto.

De Brauw partners Martin van Olffen and Arne Grimme advised ASML.

Skadden partners included Richard Ely, international corporate and finance transactions, and James McDonald, corporate finance, both in London.

The U.S. company said yesterday it will take an initial 10 percent stake in ASML for about $2.1 billion, and later another 5 percent for about $1 billion, pending shareholder approval.

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Thomson Reuters Agrees to Acquire FX Alliance for $620 Million

Thomson Reuters Corp. (TRI:US), the financial news and information provider, agreed to buy FX Alliance (FX:US) Inc. for about $620 million to gain access to more than 1,300 clients.

Fried, Frank, Harris, Shriver & Jacobson LLP and Shearman & Sterling LLP advised Thomson Reuters while Kirkland & Ellis LLP represented FXall.

The Fried Frank team included corporate partners David Shine, Tiffany Pollard and Abigail Bomba; IP and technology partner Henry Lebowitz; and tax partner Joel Scharfstein.

Shearman & Sterling didn’t immediately respond to a request for the name of the partners involved.

The Kirkland team includes partners David Fox, Joshua Korff and Joshua Zachariah, and associates Dvir Oren and Jordan Koss.

Thomson Reuters, based in New York, offered $22 a share in cash, a 40 percent premium to FXall’s closing price July 6, according to a statement released by the company.

FXall’s trading platform provides access to foreign exchange markets to asset managers, corporations and hedge funds. Thomson Reuters said it expects to complete the deal by the third quarter.

“Teaming up with FXall is very complimentary to our strength in terms of their clients,” Yvonne Diaz, a spokeswoman for Thomson Reuters in London, said in a telephone interview. “It’s about serving the market more completely.”

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Moves

Jones Day Hires Private-Equity Team in Paris from DFi Avocats

Jones Day hired Daniel Schmidt and Florence Moulin from DFi Avocats, along with two associates, the law firm said. The group will join the private-equity practice in the Paris office on Sept. 3.

“This team brings with it excellent skills and experience in the structuring of, and related services to, investment funds and will work in close coordination with our private equity, mergers and acquisitions, tax, real estate and public law teams,” Sophie Hagege, partner-in-charge of Jones Day’s Paris office, said in a statement

Schmidt has more than 25 years experience in both the transactional and tax aspects of private-equity investment funds, leveraged buyouts, venture-capital deals, equity financing and capital-markets transactions, the firm said. Before co-founding DFi Avocats in 2011, he was a partner at Proskauer Rose LLP, where he led the Paris private-equity practice, according to Jones Day.

Moulin advises companies on issues involving France’s financial-markets regulator and the marketing of financial products. She also advises on the legal and tax structuring of investment vehicles and fund regulations, the firm said. Before co-founding DFi Avocats, Moulin was a private-equity lawyer at Proskauer Rose.

Jones Day has more than 2,400 lawyers in 35 offices worldwide.

White & Case Hires Former Dewey M&A partner in Beijing

White & Case LLP hired China mergers and acquisitions partner Tao Lan in Beijing to help strengthen the firm’s global M&A practice and increase its capabilities in China. He joins from Dewey & LeBoeuf LLP and was previously a partner at King & Wood, the firm said.

Lan has experience advising Chinese state-owned enterprises and multinational corporations on M&A activities in sectors including telecommunications, manufacturing, banking, facility and hotel management, and media. He also has advised Chinese oil companies on acquisitions in Africa, Central Asia and Southeast Asia, the firm said.

White & Case’s China M&A team recently advised Nestle SA on its $1.7 billion acquisition of 60 percent of confectionery maker Hsu Fu Chi International Ltd. and Haier Group Corp. on its purchase of Sanyo Electric Co.’s washing machine, consumer refrigerator and white-goods sales businesses in Japan and four countries in Southeast Asia.

“We are finding that our Chinese clients seeking outbound investment opportunities require partners on the ground in China with both language skills and the ability to readily connect with our large, global network of M&A lawyers,” said Xiaoming Li, head of the firm’s China practice. “Tao Lan adds further depth to this offering, and we are very pleased to have him on board.”

White & Case LLP has 38 offices across 26 countries.

Greenberg Traurig Adds to Israel Practice in New York, Tel Aviv

Greenberg Traurig LLP announced additions to its Israel Practice with attorneys joining the Tel Aviv and New York offices.

Scott Mortman joined the Tel Aviv office as a shareholder in the corporate and securities practice. He was previously a partner in the New York office of Mayer Brown LLP, the firm said.

Ephraim Schmeidler, who focuses his practice on mergers and acquisitions, venture capital and securities offerings, joined the New York office in the corporate and securities practice as of counsel. He previously was an attorney at Blank Rome LLP, the firm said.

“Our plan to attract talented attorneys to serve Israel Practice clients from Tel Aviv, the U.S. and other locations has quickly become a reality,” said Gary M. Epstein, chairman of Greenberg Traurig’s global corporate and securities practice, co-chairman of its Israel practice and managing shareholder of the Tel Aviv Office.

Mortman focuses his practice on technology, energy and the environment, corporate law, governmental affairs, litigation and international dispute resolution. Most recently, he served as director of global business development for Better Place Inc., an Israel-based electric-vehicle services company. He also advised the Israeli government on matters relating to international trade and foreign investment.

Greenberg Traurig has about 1,750 attorneys in 35 offices in the U.S., Latin America, Europe, the Middle East and Asia.

Ballard Spahr Adds Business Lawyer in Atlanta

Stephen A. Opler, a transactional attorney whose background is in accounting, investment banking and private equity, joined Ballard Spahr LLP as a partner in Atlanta. He joins the the business and finance department and its M&A/private equity, securities, and transactional finance groups from Carlton Fields, where he was a shareholder, the firm said in a statement.

Ballard Spahr opened the Atlanta office in 2008, when it acquired the intellectual-property firm Needle & Rosenberg. Since then, the office has grown to include 34 attorneys with experience in litigation, real estate, consumer financial services, public finance, and mergers and acquisitions, the firm said.

During his 26-year career, Opler has served as interim general counsel to an international private-equity investor and was a co-founder of One Georgia Bank. As an attorney, he has represented clients in the broadcast, manufacturing, financial, and professional services industries in matters involving investments, mergers and acquisitions, and general corporate issues, the firm said.

Ballard Spahr has more than 500 lawyers in 13 offices in the U.S.

News

Financial Services Workers Aware of Wrongdoing, Law Firm Finds

Almost one-third of Britain’s financial-services workers are aware of illegal behavior at their companies, and many fear reporting it, a survey by the securities-litigation law firm Labaton Sucharow LLP found.

Of 500 senior professionals questioned last month, 30 percent in the U.K. and 22 percent in the U.S. said they had witnessed or had “first-hand” knowledge of wrongdoing, the law firm said today in a statement. Almost four in 10 believe their competitors break the law to get ahead, the firm said.

The study focused on corporate ethics, the regulatory landscape and individuals’ willingness to report illegal behavior, the New York-based law firm said. It comes amid U.S. and U.K. probes into whether banks rigged the London interbank offered rate and follows a record 290 million-pound ($450 million) fine for Barclays Plc. (BARC)

“It is shocking that four years after the global economic crisis began there continues to be a fundamental lack of integrity in the financial services industry,” Dominic Auld, a lawyer at Labaton Sucharow, said in the statement.

The survey shows that 30 percent of workers believe their compensation or bonus plans put pressure on them to compromise ethical standards or break the law, the firm said. An equal number said regulators and law enforcement agencies don’t effectively deter such behavior, the report said.

Almost all respondents said they would report illegal activity if they had whistle-blower protection. Only about one- third in the U.K. and half in the U.S. knew the U.S. Securities and Exchange Commission and the U.K.’s Serious Fraud Office’s SFO Confidential program provided such protections, the firm said.

The six-day online survey queried directors, senior managers, managers, senior analysts and financial analysts.

To contact the reporter on this story: Elizabeth Amon in New York at eamon2@bloomberg.net

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net.


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Companies Mentioned

  • DD
    (EI du Pont de Nemours & Co)
    • $65.83 USD
    • 0.53
    • 0.81%
  • MON
    (Monsanto Co)
    • $113.92 USD
    • 0.78
    • 0.68%
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