Four firms advised on the acquisition by John Malone’s Liberty Global Inc. of U.K. cable-television provider Virgin Media Inc. for $16 billion in cash and stock to challenge Rupert Murdoch in Europe’s biggest pay-TV market.
Shearman & Sterling LLP and Ropes & Gray LLP are legal counsel for Liberty Global. Milbank, Tweed, Hadley & McCloy LLP and Fried, Frank, Harris, Shriver & Jacobson LLP are legal counsel to Virgin Media.
Shearman & Sterling’s team included mergers and acquisitions partners George Casey, Eliza Swann and Jeremy Kutner. Additional partners included Alan Goudiss, litigation; Laurence Bambino, tax; and Doreen Lilienfeld, executive compensation and employee benefits.
The Ropes team included lead finance partner Jane Rogers, who advised alongside finance partners Maurice Allen, Mike Goetz and Matthew Cox, corporate partner Kiran Sharma and tax partner John Baldry.
Milbank’s deal team is led by U.K. securities partner Tim Peterson, along with London partners Russell Jacobs, Mark Stamp and Suhrud Mehta and litigation partner Alan Stone in New York.
Fried Frank’s team included corporate partners Richard May, Robert Mollen and John Sorkin. Tax partners Robert Gaut and Richard Wolfe also assisted.
Latham & Watkins LLP represented the initial purchasers in connection with the financing of the transaction with a team led by London corporate partners Scott Colwell, Tracy Edmonson and Rich Trobman. London partner Sean Finn and New York partner Jiyeon Lee-Lim advised on tax matters. The firm also advised Credit Suisse as financial adviser to Liberty Global in the transaction, led by New York/Chicago corporate partner Mark Gerstein and Chicago corporate partner Bradley Faris. Washington partner Nicholas DeNovio advised on tax matters, the firm said.
The deal values Britain’s second-biggest pay-TV company at $47.87 a share, the companies said in a statement. That represents a 24 percent premium to Virgin Media’s closing price on Feb. 4, before the company said it was considering a deal. Including debt, Virgin Media is valued at $23.3 billion.
The acquisition, the largest media transaction since 2007, puts Liberty Global (LBTYA:US) in a dead heat with Comcast Corp. as the world’s biggest cable company, and opens a new battleground with billionaire Murdoch, whose News Corp. (NWSA:US) controls British Sky Broadcasting Group Plc. Malone is using Liberty Global to grow in markets outside the U.S. and already runs pay-TV providers in Germany, Belgium and Switzerland.
The deal is the biggest purchase of a media company since the $17.4 billion merger that created Thomson Reuters Corp. (TRI:US), announced in May 2007, according to data compiled by Bloomberg.
After the deal, about 80 percent of Liberty Global’s revenue will come from five countries -- the U.K., Germany, Belgium, Switzerland and the Netherlands, Mike Fries, the company’s chief executive officer, said in the statement. Liberty Global said it may seek a European listing.
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U.S. Patent and Trademark Director Kappos Joins Cravath
Cravath, Swaine & Moore LLP hired David J. Kappos, former undersecretary of Commerce and director of the U.S. Patent and Trademark Office, as a partner in New York.
“Dave will be an outstanding addition to our firm, supporting our clients when they are addressing their most complex intellectual property issues, including those involving their deal activity as well as their litigation and antitrust matters,” Allen Parker, Cravath’s presiding partner, said in a statement.
Kappos was appointed undersecretary of Commerce and director of the USPTO by President Barack Obama in 2009. He oversaw legislative reform of the U.S. patent system as well as its implementation, the firm said.
“When Dave Kappos left Commerce the country lost one of the best USPTO directors in history,” said Don Rosenberg, executive vice president and general counsel at Qualcomm. “Fortunately for Qualcomm and other Cravath clients, we have gained a true champion of intellectual property rights who understands their critical role in creating incentives to innovate and in protecting our inventions.”
Kappos said in a Jan. 28 interview that he decided to leave his government post because he had accomplished what he had set out to do -- help shepherd sweeping legislation that overhauled the patent system, make progress in reducing the backlog of applications awaiting review and “restore the dignity of the agency.”
Before joining the USPTO in 2009, Kappos spent 25 years at International Business Machines Corp., where he rose to company vice president and assistant general counsel for intellectual property.
“I was fortunate to work closely with Cravath on many intellectual property matters over the years as a client at IBM, and I developed an extremely high regard for the firm’s unique ability to achieve the best possible results handling the most complex and important corporate and contested IP issues,” Kappos said in a statement.
Kay Bailey Hutchison Joins Bracewell & Giuliani in Dallas
Senator Kay Bailey Hutchison joined Bracewell & Giuliani LLP’s Dallas office as senior counsel. Hutchison will consult with clients, particularly those in the banking, energy, transportation, and telecommunications sectors.
Hutchison, a Republican, was the first woman to represent Texas in the U.S. Senate. She served from 1993 to 2013. She also sat in the Texas House of Representatives from 1973 to 1977 and was the Texas State Treasurer from 1991 to 1993.
Bracewell has 470 lawyers in Texas, New York, Washington, Connecticut, Seattle, Dubai and London.
Washington Moves: Government Lawyers Move to Private Practice
Gary G. Grindler, the former acting deputy attorney general of the U.S. Justice Department, the agency’s second highest- ranking official, and chief of staff to Attorney General Eric Holder, has rejoined King & Spalding LLP as a partner in the special matters and government investigations practice in the firm’s Washington office.
Grindler was a partner at King & Spalding from 2000 to 2009, when he left to join the Justice Department. He will focus on financial fraud, health care, international and congressional investigations and False Claims Act cases, the firm said.
As acting deputy attorney general, he supervised 94 U.S. Attorneys’ offices, all department law-enforcement agencies and the civil, criminal, tax, antitrust and environmental divisions of the Justice Department, the firm said.
King & Spalding has 800 lawyers in 17 offices in the U.S., Europe, the Middle East and Asia.
Also leaving a government post is Edward Kang, who joins Alston & Bird LLP’s government and internal investigations practice in the firm’s Washington office. Kang served for eight years in the U.S. Justice Department’s criminal division and the U.S. Attorney’s office. He recently worked on the Deepwater Horizon Task Force, where he conducted criminal investigations stemming from the 2010 Gulf of Mexico oil spill, the firm said. From 2008 to 2009, Kang served as a special attorney to investigate the circumstances surrounding the Central Intelligence Agency’s destruction of videotapes depicting interrogations of certain terrorist suspects, the firm said.
Latham & Watkins LLP rehired J. Thomas Rosch, who recently completed his term as a commissioner of the U.S. Federal Trade Commission. Rosch, a partner at the firm from 1994 to 2005, has returned to the firm as of counsel in the firm’s antitrust and competition practice group within the litigation department. Rosch, who was managing partner of the firm’s San Francisco office, will work in the firm’s Washington and San Francisco offices. Latham has approximately 2,000 attorneys in 31 offices,
At Reed Smith LLP, Tisha Schestopol joins the firm as FDA and health-care counsel in its life sciences health industry group in the firm’s Washington office. Schestopol was formerly a senior regulatory attorney at Human Genome Sciences Inc., which was acquired by GlaxoSmithKline in August.
Reed Smith has more than 1,700 lawyers in 25 offices throughout the U.S., Europe, Asia and the Middle East.
Hires in Atlanta: Holland & Knight, JAMS, Morris, Manning
Holland & Knight LLP hired J. Allen Maines in the firm’s Atlanta office as a partner in its litigation practice group. He joins the firm from Paul Hastings LLP, where had co-headed the firm’s global litigation department.
Maines concentrates on major commercial litigation and provides advice with respect to mergers and acquisitions, including both friendly and hostile acquisitions, the firm said.
Holland & Knight’s litigation section has more than 420 lawyers. The firm has 1,000 lawyers in 17 U.S. offices as well as Abu Dhabi, Beijing, Bogota and Mexico City.
Mediation and arbitration organization JAMS announced that former judge Brenda Hill Cole has been hired to its panel in the JAMS Atlanta Resolution Center. She will be an arbitrator, mediator and special master handling business/commercial, class action/mass torts, employment, environmental, personal injury/torts and professional liability disputes.
Cole was a judge of the State Court of Fulton County from 1998 until 2012. She presided over civil cases in areas such as contracts, products liability, professional malpractice and other matters.
Prior to serving on the State Court, she was a deputy attorney general at the Georgia State Law Department where she worked for 15 years in several divisions, including tax, environmental, and professional regulations.
Also in Atlanta, Gerald V. Thomas II has joined the tax practice at Morris, Manning & Martin, LLP (1473L:US) as a partner, where he works in the tax, corporate, funds and alternative investments, mergers and acquisitions and real estate capital markets practices. He focuses on the structuring and effecting of complex business transactions. He was formerly a partner at Alston & Bird LLP.
Obama-Appointed Judge Faces Test Over Ruling Against Terror Law
Katherine Forrest, a federal judge appointed by President Barack Obama who less than a year later blocked a controversial military-detention law, will have that ruling tested when an appeals court hears the government’s claim that her decision would irreparably damage national security, Bloomberg News’s Bob Van Voris reports.
Forrest, 48, a former Cravath, Swaine & Moore LLP partner, went from living on food stamps as a teenager to advising Time Warner Inc. (TWX:US) and United Airlines Inc. (UAL:US) as a corporate litigator. She then took a seven-figure pay cut on the path to her dream job as a judge, and was appointed to U.S. District Court in Manhattan in 2011.
Within months, Forrest blocked Obama and Defense Secretary Leon Panetta from enforcing part of the National Defense Authorization Act for 2012, rejecting arguments that she should defer to congressional and executive authority in national- security matters. The plaintiffs in the case said the law permits the military to arrest U.S. citizens for exercising their freedom of speech and of the press.
Forrest’s move earned praise from both ends of the political spectrum, from Tea Party to Occupy Wall Street activists. The Obama administration, meanwhile, warned that the first-year jurist was threatening the ability of the U.S. military to fight terrorism on the battlefield.
The government said the law merely reaffirms the president’s existing military-detention authority. Justice Department lawyers, who said Forrest’s decision “threatens irreparable harm to national security and the public interest,” won an order suspending it during the appeal.
Forrest, in an interview in her chambers in the federal courthouse in downtown Manhattan, declined to discuss the detention case or any of the others she’s presiding over. She did discuss the path that brought her to the bench.
She earned degrees from Wesleyan University in 1986 and New York University School of Law in 1990. She pursued a joint program at NYU that would have led to a law degree and a doctorate in history, with an eye toward an academic career. Her focus shifted when she took a summer job at Cravath after her second year of law school.
“I realized that commercial litigation was far more interesting than I thought it would be,” Forrest said.
At Cravath, Forrest worked for Evan Chesler, now the firm’s chairman. Chesler said Forrest -- confident, hard-working and organized -- stood out from her peers.
“In a place where everyone works hard, she was at the high end,” Chesler said in a phone interview. “She just devoured the work and was totally committed.”
The case is Hedges v. Obama, 12-03644, Second U.S. Circuit Court of Appeals (Manhattan). The lower-court case is Hedges v. Obama, 12-cv-00331, U.S. District Court, Southern District of New York (Manhattan).
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Debevoise & Plimpton Trusts and Estates Practice to Close
Debevoise & Plimpton LLP (1169L:US) will discontinue its trusts and estates practice group, which is looking for a new home, the firm said in an e-mail statement.
The elimination of the group of eight lawyers, headed by partner Jonathan J. Rikoon, was earlier reported by the New York Times.
As the group explores alternatives for relocation, presiding partner Michael W. Blair said in an e-mail that “Debevoise supports the group in this process and will work to ensure that in this transition, the needs of the firm’s clients continue to be served.”
Florida Firm Gunster Opens Orlando Office with Acquisition
Florida law firm Gunster, Yoakley & Stewart PA (816639L:US) opened an 11th office in Orlando by hiring four attorneys and government consultants. Tico Perez, Derek Bruce, Jeff Jonasen and Don Madden join from Orlando law and consulting firm Perez, Bruce & Jonasen LLP, which represents clients in manufacturing, tourism, agriculture, health care and waste management.
The Orlando office will focus initially on government affairs, as well as corporate and land use law.
Perez is a shareholder who focuses his practice on government affairs and corporate law. Bruce is a shareholder concentrating his practice in government affairs and land use law. Jonasen is a shareholder focusing his practice on corporate law and government affairs. Madden is a government affairs consultant.
Gunster has 160 attorneys at 11 Florida offices.
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