Simpson Thacher & Bartlett LLP is representing Office Depot Inc. (ODP:US) on its agreement to buy OfficeMax Inc. (OMX:US) for $1.17 billion in a bid to revive a retailer that has been losing sales to online rivals and Staples Inc. (SPLS:US), the largest U.S. office-supplies chain.
Skadden Arps Slate Meagher & Flom LLP is advising OfficeMax. Dechert LLP is antitrust counsel to OfficeMax. Kirkland & Ellis LLP represents the board of directors and the transaction committee of the board of Office Depot.
Simpson Thacher corporate partner Mario Ponce is leading the team. Additional partners include Eric Swedenburg, mergers and acquisitions; Brian Robbins, executive compensation and employee benefits; Kevin Arquit, Aimee Goldstein and Matthew Reilly, antitrust/competition; Rise Norman, capital markets and securities; James Cross, credit; and John Creed, tax.
The Skadden team includes partners Margaret Brown, mergers and acquisitions; Cliff Gross, tax; Matthew Kipp, litigation; Seth Jacobson, banking; David Schwartz, labor and employment; Bruce Goldner, intellectual property and technology; and Meryl Chae, real estate transactions.
The Kirkland team includes partners Neil Eggleston, Thomas Christopher and Michael Brueck.
Dechert’s Washington-based partners Paul T. Denis and James A. Fishkin are leading the firm’s antitrust team.
Davis Polk & Wardwell LLP is advising J. P. Morgan Securities LLC as financial adviser to OfficeMax. The Davis Polk corporate team includes partner Leonard Kreynin.
The merger will combine companies with revenue (ODP:US) of about $18 billion, compared with Staples’ more than $24 billion in sales last year. The company may accelerate the closing or selling of hundreds of stores after Starboard Value LP, an activist fund that became Office Depot’s largest shareholder (ODP:US) in September, pushed for expense reductions.
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Former General Counsel for Mexico’s Central Bank Joins Jones Day
Hector Tinoco, former general counsel for Mexico’s Central Bank, joined Jones Day’s Mexico City office as a partner in the banking and finance practice.
“Legal and financial markets are changing rapidly. At Jones Day we strive to provide our clients with the best possible advice to address these changes. The addition of Hector to our firm is a true testament to this fact,” Fernando de Ovando, partner-in-charge of Jones Day’s Mexico City office, said in a statement.
While acting as general counsel, Tinoco also was Secretary to the Board of Governors of the Mexican Central Bank and to the Mexican Exchange Rate Commission, the firm said. He advised on the constitutional reform granting autonomy to the Mexican Central Bank, the passage of its current statute and on the issuance of the 3/2012 Circular that compiles, standardizes, and systematizes the applicable regulations for commercial banks and development banks, Jones Day said in a statement.
Prior to his general counsel position, Tinoco was director of central banking regulations, adviser to the Board of Governors and Comptroller at the Mexican Central Bank; vice president of regulation at the National Banking and Securities Commission; and member of the Board of Governors of the Mexican Institute for the Protection of Bank Savings, the firm said.
Jones Day has more than 2,400 lawyers at 38 offices throughout the U.S., Europe and Asia.
Debevoise Hires Co-Head of Global Infrastructure and PPP Group
Debevoise & Plimpton LLP hired Douglas B. Buchanan in its New York office as counsel and co-head of the firm’s global infrastructure and project finance group. Buchanan, formerly a senior partner at Canadian law firm Davis LLP, led the infrastructure and public-private partnerships group there.
Buchanan will grow Debevoise’s global project development and project finance practice, in the areas of infrastructure and public-private partnerships and secondarily in the areas of natural resources and energy, the firm said.
“The need for massive investment in public infrastructure and its importance to the global economy is well documented. The addition of Douglas Buchanan to our team underscores Debevoise’s commitment to developing a robust PPP practice that can meet the growing and evolving needs of clients in this rapidly expanding market,” Ivan E. Mattei, Debevoise partner and co-head of the firm’s global infrastructure and project finance group, said in a statement. Buchanan, who has 29 years of experience in infrastructure, natural resources and energy, and project finance matters, was the national managing partner at Davis for two terms.
Debevoise & Plimpton LLP has over 650 lawyers at eight national and international offices.
Litigator Robert Connolly Joins DLA Piper in Philadelphia
DLA Piper LLP hired Robert Connolly, former chief of the Middle Atlantic Office of the U.S. Justice Department’s antitrust division, as counsel in the firm’s Philadelphia litigation practice.
At the Justice Department, Connolly led national and international white collar crime investigations in the areas of antitrust, fraud and obstruction of justice, the firm said. He led a four-year graphite electrodes international cartel grand jury investigation that resulted in seven corporate and three individual convictions and approximately $437 million in fines, the firm said.
DLA Piper has 4,200 lawyers in 30 countries throughout the Americas, Asia Pacific, Europe and the Middle East.
Two Partners Join Pepper Hamilton From Ballard Spahr
Pepper Hamilton LLP hired Gina Maisto Smith and Leslie Marie Gomez in the firm’s white collar litigation and investigations practice group. Smith and Gomez previously were with Ballard Spahr LLP, where they represented colleges, universities, K-12 public and private schools, religious organizations, corporations and nonprofit institutions in the institutions’ response to sexual misconduct, the firm said. Their practices include internal investigations and crisis management, the development of policy and procedures, coordination of systems and practices, and training and education for compliance with state, local and federal law and regulations, the firm said.
Smith spent nearly two decades in the Philadelphia District Attorney’s office as a child abuse, sex crimes and homicide prosecutor and educator. Gomez spent 14 years in the Philadelphia District Attorney’s Office, most recently as the chief of the Juvenile Unit.
Pepper Hamilton has more than 500 lawyers nationally. Gary Veron Joins Hogan Lovells’ Government Regulatory Practice Hogan Lovells LLP hired Gary Veron in its government regulatory practice as a partner in the Washington office. Veron joins from Sidley Austin LLP, where he was of counsel in the food and drug practice.
Veron focuses his practice on food and drug law with an emphasis on the intersection of regulatory law and intellectual property law for pharmaceutical and biotechnology products, the firm said.
Hogan Lovells has more than 2,400 lawyers at 43 offices in Europe, Asia, the Middle East and the U.S.
SAC’s Cohen ‘Baffling’ in 2011 Deposition, Bowe Says
Michael Bowe, a lawyer with Kasowitz Benson Torres & Friedman LLP who deposed SAC Capital Advisors LP founder Steven Cohen in 2011, talks about the Cohen’s testimony and the Securities and Exchange Administration’s case against former portfolio manager Matthew Martoma.
Bowe speaks with Erik Schatzker on Bloomberg Television’s “Market Makers.”
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J.C. Penney Wanted Stewart to Break Macy’s Pact, Lawyer Says
J.C. Penney Co. (JCP:US) tried to convince Martha Stewart Living Omnimedia (MSO:US) Inc. to break its contract with Macy’s Inc. (M:US) and to coerce the second-largest U.S. department-store chain not to enforce its rights under the pact, Macy’s lawyer Theodore M. Grossman said at the start of a trial over the agreement today.
J.C. Penney Chief Executive Officer Ron Johnson wanted to “supplant Macy’s” as an exclusive seller of Martha Stewart- branded products in categories such as bedding and cookware, Grossman, an attorney with Jones Day representing Macy’s, told New York state Supreme Court Justice Jeffrey K. Oing in Manhattan.
“We weren’t coerced,” Grossman said. “We’re here to protect our rights. Rights that we paid for, rights that we worked for, rights that we took tremendous risks for.”
Macy’s sued New York-based Martha Stewart Living in January 2012 to stop it from proceeding with an agreement announced with J.C. Penney the previous month. Cincinnati-based Macy’s filed suit against J.C. Penney in the same court eight months later, seeking to block it from proceeding with the Martha Stewart pact.
The cases have been combined and opening arguments began yesterday in a non-jury trial before Oing that is scheduled to last through March 8.
“This is a contractual dispute,” Lex Suvanto, a spokesman for Martha Stewart Living, said in a statement after Grossman’s opening arguments. “But in 70 minutes of talking they never showed the judge any term in the contract that was breached. They just told a fancy story. We are pleased to hear from so many people including Macy’s how increasingly valuable the Martha Stewart brand is.”
The cases are Macy’s Inc. v. Martha Stewart Living Omnimedia Inc., 650197/2012, and Macy’s Inc. v. J.C. Penney Corp., 652861/2012, New York state Supreme Court (Manhattan).
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Chesapeake Absolves CEO in Internal Probe of Gas-Well Loans
Chesapeake Energy Corp. (CHK:US) exonerated co-founder and outgoing Chief Executive Officer Aubrey McClendon for privately borrowing hundreds of millions of dollars from some of the company’s biggest financiers, after an investigation by the law firm Locke Lord LLP and the board’s audit committee.
The review found no intentional misconduct on the part of McClendon, the Oklahoma City-based oil and natural gas explorer said in a statement yesterday. The findings, announced three weeks after McClendon agreed to resign from the company he led for almost a quarter century, was the culmination of a 10-month probe by the board into the CEO’s use of minority stakes in Chesapeake-owned wells as collateral for private loans.
The investigation involved more than 50 interviews with executives from Chesapeake and other companies, according to the statement. The transactions reviewed included McClendon’s borrowings from EIG Global Energy Partners LLC, a private-equity firm that bought preferred shares in two Chesapeake subsidiaries in 2011 and 2012.
Chesapeake has been selling (CHK:US) oilfields, cutting jobs, reducing drilling and postponing debt reduction to plug a cash- flow shortfall triggered by a plunge in the price of natural gas, which accounts for 80 percent of the company’s output. Chesapeake lost as much as 43 percent (CHK:US) of its market value last year as the gas slump was compounded by collapsing investor confidence in McClendon’s leadership.
McClendon, 53, agreed on Jan. 29 to retire effective April 1, citing “philosophical differences” with the board that he didn’t detail. His grip on power at what was once the pre- eminent U.S. gas producer began to slip last year when the board inquiry commenced in April and he was deposed as chairman in June.
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