Linklaters LLP corporate partners David Holdsworth and Shane Griffin advised Dentsu Inc. (4324), the 111- year-old Japanese advertising company, on its purchase of Britain’s Aegis Group Plc (AGS) in a 3.16 billion-pound ($4.9 billion) deal to create a global media and marketing network to challenge WPP Plc. (WPP)
Slaughter and May’s Roland Turnill led the deal on behalf of Aegis. Competition partner Michael Rowe, pensions and employment partner Jonathan Fenn and financing partner Miranda Leung assisted.
Sullivan & Cromwell LLP, White & Case LLP and Baker & McKenzie LLP were also involved in the deal.
A team from Sullivan & Cromwell, led by Dominique Bompoint in Paris and Tim Emmerson in London, advised French entrepreneur Vincent Bollore, a 26 percent shareholder in Aegis.
London partner Gavin Weir led the White & Case team advising Morgan Stanley (MS:US) on the deal. London partner Philip Broke and local Hong Kong partner Anthony Vasey also advised Morgan Stanley on U.K. takeover rules in the context of Morgan Stanley’s cash confirmation obligations under the U.K. takeover code. David Barwise, a partner in Singapore and London, advised on hedging aspects of the cash confirmation exercise. Assisting with the Japanese law aspects were Tokyo partners Toshio Dokei and Jun Usami.
Baker & McKenzie lawyers also advised Dentsu. The team was led by partner Hideo Norikoshi in Tokyo.
Aegis shareholders will get 240 pence in cash, or 48 percent more than the stock’s close in London July 11, in an offer recommended by directors, the companies said yesterday in a statement. Tokyo-based Dentsu has bought a 15 percent stake and will acquire a further 5 percent from companies controlled by Bollore.
The transaction, the biggest in Dentsu’s history, would create one of the largest ad firms to compete with the likes of Dublin-based WPP and New York-based Omnicom Group Inc. (OMC:US) Aegis is the biggest independent buyer of advertising space and this year won a contract to manage a $3 billion annual ad budget for General Motors Co. (GM:US)
The purchase is the second-biggest overseas takeover by a Japanese company this year, according to data compiled by Bloomberg. Overseas acquisitions jumped to a record $86.5 billion last year. So far in 2012, Japanese companies have made $37 billion of cross-border deals.
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Deutsche Bank, RBS Face Top Libor Legal Tab, Morgan Stanley Says
Royal Bank of Scotland Group Plc and Deutsche Bank AG may have the highest litigation costs of 16 banks that face potential fines and lawsuits for rigging benchmark interest rates, Morgan Stanley analysts estimate.
Morgan Stanley, based in New York and the sixth-biggest U.S. bank, isn’t on the panel of firms that sets Libor rates.
Legal expenses stemming from probes into manipulation of the London interbank offer rate, or Libor, could range from $59 million for Lloyds Banking Group Plc (LLOY) to as much as $1.04 billion for Deutsche Bank and $1.06 billion for Edinburgh-based RBS, according to estimates published yesterday by Morgan Stanley’s Betsy Graseck in New York and Huw van Steenis in London. The costs probably would apply in 2013 and 2014, they wrote.
Barclays Plc (BARC), the second-biggest U.K. bank, agreed last month to pay 290 million pounds ($447 million) in regulatory fines for rigging Libor, spurring resignations of the chairman, the chief executive officer and its chief operating officer. The fines raised speculation about penalties that may be imposed on other banks involved and the cost of lawsuits that follow.
Former Barclays CEO Robert Diamond is being counseled by Dechert LLP.
“Dechert has been representing Mr. Diamond on this matter from the onset of the Libor investigation in 2010,” Beth Huffman, a spokeswoman for the firm, said in a telephone interview. He is represented by firm Chairman Andrew Levander and Cheryl Krause, a partner in the Philadelphia office, Huffman said.
Levander also represents J. Ezra Merkin, who ran so-called feeder funds involved in Bernard Madoff’s Ponzi scheme; Jon Corzine, the former head of MF Global Holdings Ltd. (MFGLQ:US); and John Thain, the former head of Merrill Lynch, who is now chairman and chief executive officer of CIT Group Inc. (CIT:US), Huffman said.
Norton Rose LLP is also advising Diamond, according to a person familiar with the situation.
Dorian Drew, a financial-services litigator at Norton Rose in London, is leading his firm’s team, according to the person, who asked not to be identified because the matter is private.
Sarah Webster of Norton Rose declined to comment on whether the firm is involved.
Dewey & LeBoeuf Partners Offered Deal to Avoid Litigation
The team winding down Dewey & LeBoeuf LLP offered former partners a chance to avoid clawback litigation if they give the firm between $25,000 and $3 million apiece, the Wall Street Journal reported yesterday.
The lawsuit seeks a total of $103.6 million from the more than 700 lawyers, including 371 who retired or left before January 2011 and received capital or pension benefits since then, the Journal reported. They have until July 24 to decide, according to the newspaper.
Dewey, which at one time had more than 1,300 attorneys in 12 countries, suffered a flood of partner defections in April and May amid concerns about the firm’s finances. The firm filed for bankruptcy on May 28 owing more than $225 million to secured lenders.
A few former partners don’t qualify for the deal. Stephen Horvath, a Dewey partner, and Janis Meyer, the firm’s general counsel, who have been working on the firm’s wind down, would both be released from liability, the Journal said. Former Dewey Chairman Steven Davis, who was ousted in April after the Manhattan District Attorney started a probe in possible wrongdoing at Dewey, isn’t eligible, the Journal said.
The restructuring firm said they need to collect at least $50 million for creditors to sign off on the plan, according to the newspaper.
Dewey is also trying to collect $217 million in unpaid client bills and about $60 million from unfinished legal work that ex-partners took when they went to new firms, the Journal said.
Kevin Duffy Joins Kaufman Dolowich Financial Services Practice
Kaufman Dolowich Voluck & Gonzo LLP added Kevin T. Duffy Jr., as a partner in its New York office and a member of the financial services practice.
Duffy was formerly co-founder and a name partner at Duffy & Staab in White Plains, New York, where he represented clients in securities litigation, the firm said. Duffy also maintained a compliance consulting practice at Kinetic Partners in New York City during the past year, where he provided registration and continuing compliance services for hedge fund and private equity fund managers, as well as outside AML reviews for broker-dealers and investment banks.
His practice at the firm will focus on Financial Industry Regulatory Authority arbitrations and representing private funds. He is currently president-elect of the Federal Bar Association of the District of Connecticut.
Hawthorne to Head Axinn Veltrop Finance Litigation Practice
Axinn, Veltrop & Harkrider LLP, an antitrust, intellectual- property and litigation firm, said Donald W. Hawthorne joined as a partner in the litigation and regulatory group in New York.
He will be chairman of the firm’s practice in the areas of structured finance, derivatives and mortgage crisis litigation. Hawthorne joined from Debevoise & Plimpton LLP, the firm said.
Hawthorne is involved in litigation tied to the recent credit crisis. He has also handled matters relating to auction rate securities, changes in corporate control and antitrust litigation and counseling.
Duane Morris Atlanta Office Adds Financial Services Litigator
Duane Morris LLP hired John H. Goselin II as a partner in the trial practice group in the Atlanta office. He joins from Cetera Financial Group, where he was chief litigation counsel, the firm said. Goselin focuses his practice in the area of financial services litigation. He represents broker-dealers and investment advisers in matters before the Financial Industry Regulatory Authority, the U.S. Securities Exchange Commission and state regulators.
Loeb & Loeb Hires Corporate Partner in Los Angeles
Loeb & Loeb LLP said Allen Z. Sussman joined the firm’s Los Angeles office as a partner in the capital markets and corporate practice groups. He was previously a partner in the corporate and securities practice at Reed Smith LLP in Los Angeles, the firm said.
Sussman focuses his practice on corporate and securities transactions and counseling for clients ranging from newly formed startup teams to mature public companies. He also represents private-equity investors and activist shareholders in acquisitions and control contests.
McKenna Long Hires Real Estate and Finance Partner in New York
Justin B. Kleinman joined McKenna Long & Aldridge LLP as a partner in the real estate and finance practice in the firm’s New York office. Formerly at Greenberg Traurig LLP, Kleinman’s practice is focused on acquisitions, dispositions, mortgage and mezzanine loan financing, joint venture and preferred equity investments, debt restructuring, workouts and distressed transactions.
Kleinman has almost a decade of experience representing privately and publicly held corporations, REITs, private-equity funds, financial institutions, joint ventures and other investors and operators in the acquisition, financing, development and sale of commercial property, the firm said.
Haynes and Boone Hires Orange County Corporate Partner
Haynes and Boone LLP (1189L:US) hired David Hayes, previously of Dorsey & Whitney LLP, for its Orange County office. He is a member of the intellectual-property practice group.
Hayes counsels companies in intellectual-property transactions, mergers and acquisitions, collaborations, joint ventures, outsourcing, licensing, distribution and other deal- related work, the firm said.
Ifrah Law Hires New E-Commerce Co-Chairman Hyland
Ifrah Law PLLC, a Washington-based firm focused on complex civil and criminal litigation, said Timothy B. Hyland joined the firm as a member.
He will serve as co-chairman of the e-commerce group, where he will focus on business and civil litigation. Hyland was previously of counsel with Stein Sperling.
Hyland has more than 20 years of experience advising clients on business and civil litigation, representing technology, commercial real estate, government-contracting and automotive-industry companies.
Bank of Commonwealth Ex-CEO, Officials Charged With Fraud
The former chief executive officer of Virginia’s Bank of the Commonwealth was among six people indicted for an alleged fraud conspiracy involving a coverup of the bank’s financial condition from 2008 to 2011.
Edward Woodard, 69, who ran the bank for more than three decades, was charged in a 25-count indictment unsealed yesterday in federal court in Norfolk, Virginia. Three other former bank executives and two borrowers were also charged.
The executives concealed shortfalls by overdrawing demand- deposit accounts to make loan payments and extending new loans or additional principal on existing loans to cover payment deficiencies, the U.S. charged in the 51-page indictment.
Andrew Sacks, a lawyer for Woodard, said his client will plead not guilty to the charges, which he called “absolutely unfounded.”
“Ed Woodard devoted a lifetime to being a professional banker,” Sacks, of Sacks & Sacks, said in a telephone interview. “He has an outstanding reputation. It’s incredible to believe he would commit any type of fraud.”
Woodard is charged with conspiracy to commit bank fraud, bank fraud, false entry in a bank record, unlawful participation in a loan, false statements to a financial institution and misapplication of bank funds. Each charge carries a maximum penalty of 30 years in prison. Prosecutors are seeking $71 million in criminal forfeiture.
“Bank insiders were unwilling to fully acknowledge the deterioration in the bank’s loan portfolio,” according to the indictment. “They were concerned that the bank’s declining health would negatively impact investor and customer confidence, and that capital erosion would affect the bank’s ability to accept and renew brokered deposits.”
From 2008 until it closed in 2011, the Norfolk-based bank lost almost $115 million. The bank’s failure will cost the U.S., through the Federal Deposit Insurance Corp., more than $260 million, according to the indictment.
The case is U.S. v. Woodard, 12-cr-00105, U.S. District Court, Eastern District of Virginia (Norfolk).
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