Bloomberg News

Kirkland on Baxter, Baker & McKenzie: Business of Law

December 05, 2012

Kirkland & Ellis LLP advised Baxter International Inc. (BAX:US), the world’s second-largest maker of dialysis products, on an agreement to buy Swedish competitor Gambro AB for 18.3 billion kronor ($2.8 billion) to expand its kidney- equipment business.

The Kirkland team was led by Chicago-based corporate partners Scott Falk and Roger D. Rhoten. Jones Day provided antitrust counsel, with Chicago partner Michael Sennett leading the team. Local counsel for Baxter in Sweden was Vinge.

Linklaters LLP Stockholm corporate and mergers and acquisitions partner Roger Johnson led the firm’s team advising Gambro, a person familiar with the matter said. Linklaters declined to comment through a spokeswoman.

Latham & Watkins LLP represented JPMorgan Chase & Co. as financial adviser to Baxter in the transaction, with a corporate team consisting of partners Charles Ruck in Orange County and Adel Aslani-Far in New York.

Gambro had about $1.6 billion in sales last year, Deerfield, Illinois-based Baxter said in a statement. Gambro is jointly controlled by Sweden’s EQT Partners AB and Investor AB (INVEB), the investment firm controlled by Sweden’s billionaire Wallenberg family. Including net debt, the deal is valued at 26.5 billion kronor, Gambro said in a statement.

Baxter and Gambro had been negotiating for almost a year, a person familiar with the talks said last month. The deal broadens Baxter’s kidney division, which had been smaller than its other businesses, said Matt Miksic, an analyst with Piper Jaffray Cos. in New York. It also provides the company with a way to use overseas cash, Miksic said.

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Firm News

South African Disputes Law Firm Joins Baker & McKenzie

Baker & McKenzie LLP’s Johannesburg office was joined by the 23 lawyers and staff from Rudolph, Bernstein & Associates, a South African law firm that focuses on matters in the energy, mining, construction, infrastructure and banking sectors.

Gerhard Rudolph, Darryl Bernstein and Kate Daniels join Baker & McKenzie as partners, along with six associates and trainees. Seven more associates and trainees will join the firm in January. The lawyers have experience in international and domestic arbitration and litigation, as well as expertise in business rescue and insolvency matters, the firm said.

“Gerhard and his team are leading players in the market and we welcome them to Baker & McKenziem,” said Wildu du Plessis, co-managing partner of the Johannesburg office. “We have ambitious strategic growth plans in South Africa.”

Baker & McKenzie opened a South Africa office in May. The firm will be moving to larger offices early next year. Among recent deals the office has worked on are 13 renewables projects that form part of the South African government’s plans to add power capacity and reduce reliance on coal for its energy needs, the firm said.

Baker & McKenzie has more than 4,000 lawyers in 72 offices in 45 countries.

Linklaters Forms Alliance With South African Law Firm

Linklaters LLP will form an alliance with South African corporate law firm Webber Wentzel starting in February.

Webber Wentzel has more than 150 partners and 400 professionals in 21 practices at offices in Johannesburg and Cape Town. The firm’s client base includes many of South Africa’s biggest companies in mining, banking, insurance, media, property and telecommunications, the firm said.

“We are confident that this collaborative alliance will further enable us to build lasting relationships with clients in Africa and those outside looking to invest in this dynamic market,” Simon Davies, firm-wide managing partner of Linklaters, said in a statement.

Linklaters has traditionally worked on projects throughout Africa through its offices in London, Paris and Lisbon. The firm currently has more than 200 matters relating to Africa in more than 45 countries, the firm said.

“This arrangement is consistent with our strategy of helping clients whenever they do business in Africa,” David Lancaster, senior partner of Webber Wentzel, said in a statement. “There is huge potential for Africa growth -- and therefore legal work -- in a large and complex market.”

Linklaters has lawyers in 28 offices worldwide.

Moves

Bird & Bird Hires Two IP Partners in Paris

Bird & Bird LLP hired intellectual property lawyers Rebecca Delorey and Nathalie Ruffin as partners in the firm’s Paris office. Both women were previously partners at Gilbey Delorey, the firm said.

Delorey and Ruffin focus their practices on trademarks and industrial designs. Delorey has experience with protecting, enforcing and managing trademarks, industrial designs and other soft IP assets. Ruffin advises on anti-counterfeiting programs.

Bird & Bird has more than 900 lawyers in 23 offices across Europe, the Middle East and Asia.

News

SEC’s Disclosure Chief Cross Said to Step Down This Month

Meredith Cross, director of the U.S. Securities and Exchange Commission division that oversees public company disclosures, initial public offerings and private-fund registrations, is leaving the agency.

Cross, a former partner at law firm Wilmer Cutler Pickering Hale & Dorr LLP, will step down as head of the Corporation Finance division this month after guiding the unit through a prominent role in SEC rulemaking under the Dodd-Frank Act, according to a statement released by the agency yesterday.

Among the rules Cross has been overseeing this year are elements of the Jumpstart Our Business Startups Act that lifts restrictions on companies going public. The agency also approved Dodd-Frank rules in August requiring U.S.-listed companies to disclose whether they use so-called conflict minerals in their manufacturing and what payments they make to foreign governments to extract oil and gas.

Cross was a partner at law firm WilmerHale in Washington, before joining the SEC in 2009. She had worked at the agency in the 1990s before joining WilmerHale.

The SEC statement didn’t indicate what Cross plans to do after her departure from the agency. WilmerHale didn’t return a phone call and e-mail seeking comment.

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Litigation

Facebook Wins Tentative Approval of ‘Sponsored Stories’ Accord

Facebook Inc. (FB:US), with a legal team led by Cooley LLP litigation department Chairman Michael G. Rhodes, persuaded a judge to grant preliminary approval of a $20 million settlement of a lawsuit claiming it used subscribers’ names without their permission to advertise products in its “Sponsored Stories.”

Under the revised settlement, users can claim a $10 payment, and funds left over will go to advocacy groups. An earlier settlement proposed by the company would have given users no payment, while lawyers for plaintiffs would receive as much as $10 million, according to filings in federal court in San Francisco.

“The court is satisfied that the revisions to the terms of the settlement are sufficient to warrant preliminary approval under the applicable standards,” U.S. District Judge Richard Seeborg, who rejected the earlier proposal, said in an order Dec. 3. He scheduled a June hearing to consider final approval of the agreement.

Facebook, the world’s largest social-networking service, was accused in a 2011 lawsuit of appropriating the names, photographs and identities of users to advertise products without their consent. “Sponsored Stories” was a “misleading advertising scheme” using material posted by Facebook users on their profile pages, according to the complaint.

The company called the claims “meritless” in a court filing.

The revised settlement doesn’t spell out how much the users’ lawyers will be paid; they must submit a fee request to Seeborg for approval. The fees will come out of the settlement fund, according to court filings.

The case is Fraley v. Facebook Inc., 11-cv-01726, U.S. District Court, Northern District of California (San Jose).

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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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