Bloomberg News

Cadwalader, Thompson & Knight, Ogletree: Business of Law

February 25, 2013

Jim Woolery, co-head of JPMorgan Chase & Co. (JPM:US)’s North American mergers and acquisitions practice that’s leading in 2013 dealmaking on the continent, is leaving the bank for a senior position at law firm Cadwalader, Wickersham & Taft LLP.

Woolery, who joined JPMorgan in January 2011, will start at Cadwalader today as a deputy chairman, he said in an interview. Woolery previously spent 17 years as an M&A lawyer for Cravath, Swaine & Moore LLP.

Woolery, 43, advised Dell Corp. on founder Michael Dell’s offer to take the company private with Silver Lake Management LLC for $24.4 billion, a deal that helped propel JPMorgan to the top spot among mergers advisers in North America. He also worked on AT&T Inc. (T:US)’s failed effort to acquire Deutsche Telekom AG (DTE)’s T- Mobile USA.

“This is an opportunity to take a leadership role at a great organization,” Woolery said in the interview. “I will have an opportunity to drive the company and do it directly.”

He will report to Cadwalader chairman Chris White. Cadwalader has about 450 lawyers and 1,000 employees. Woolery said he and White plan to expand the M&A practice at Cadwalader and “enhance the entire platform with lateral hires over time and done prudently.”

Woolery was one of a handful of top M&A lawyers to attempt a switch to investment banking. In 2000, Cravath partner Robert Kindler left to become a banker at Chase Manhattan Corp., now part of JPMorgan, and another partner, George Bilicic, went to Merrill Lynch & Co. In 2005, Dennis Hersch left Davis Polk & Wardwell LLP to join JPMorgan.

Kindler now runs mergers and acquisitions at Morgan Stanley (MS:US), Bilicic is at Lazard Ltd. (LAZ:US), and Hersch has left banking.

JPMorgan leads the global M&A financial adviser rankings this year with $97.75 billion in deals, according to data compiled by Bloomberg. It also is No. 1 in North America, the data show. Besides Dell, the firm this year advised on H.J. Heinz Co. being taken private for $27.4 billion and Comcast Corp.’s acquisition of the remaining stake in NBCUniversal.

Thompson & Knight Elects Nine Lawyers to Management Committee

Thompson & Knight LLP elected nine lawyers to its management committee for 2013, including Emily A. Parker, who will serve her second term as managing partner.

Parker, based in Dallas, represents taxpayers in IRS audits and appeals proceedings, state tax audits and hearings, and federal and state tax refund and deficiency litigation. She was previously acting chief counsel and deputy chief counsel for the Internal Revenue Service, according to her firm profile.

Other members of the committee are Houston tax member Roger D. Aksamit; Dallas trial member William L. Banowsky; Dallas intellectual property practice member Max Ciccarelli; Dallas trial member Greg W. Curry; Dallas corporate and securities member J. Holt Foster III; Houston corporate and securities member Timothy T. Samson; Dallas finance practice group leader Shad E. Sumrow; and Mark Weibel, co-chairman of the real estate capital markets practice group in Dallas.

Thompson & Knight has about 330 attorneys at 11 offices in the U.S., Europe and North Africa.

SNR Denton, Salans, FMC Merger Set for March 28

The three-way merger of U.S.-based SNR Denton LLP with Salans LLP of France and Canada’s Fraser Milner Casgrain LLP to create a firm known as Dentons, with $1.3 billion in annual revenue, now has a date -- March 28, according to spokesmen at two of the firms.

SNR Denton, a product of a 2010 tie-up between Sonnenschein Nath & Rosenthal LLP and the U.K.’s Denton Wilde Sapte LLP, will combine with the others to create a firm with “no headquarters, no dominant culture” or geography, Elliott Portnoy, SNR Denton chairman, who will be the chief executive officer, said in November when it was announced.

The proposed deal will be structured under a so-called verein, allowing the firms to keep their profit pools separate. Portnoy will serve as global CEO and Washington-based Joseph Andrew as chairman.

All “the world’s largest firms are either U.S., U.K., or a combination of the two,” Andrew also said in November. “This is a firm that comes from all of the developed centers of the world.”

The new firm will have offices in 79 locations in 52 countries in the Americas, Europe, the Middle East Asia, and a network of 22 associated offices in Africa.

Moves

King & Spalding Hires Steinthal for IP Practice in San Francisco

King & Spalding LLP hired intellectual property lawyer Kenneth Steinthal as a partner in its San Francisco office. He was previously at Greenberg Traurig LLP, where he was head of the San Francisco office. He brings along an IP counsel from the firm to King & Spalding.

“Kenny is an outstanding litigator whose great experience and skills -- particularly in handling trials and appeals in the copyright and ‘new media’ space -- will contribute greatly to our efforts in the Bay area, across the United States and internationally.” Donald F. Zimmer Jr., managing partner of King & Spalding’s San Francisco office, said in a statement.

Steinthal’s practice focuses on intellectual property rights matters arising from the distribution of audio and audiovisual content, the firm said. He has litigated copyright infringement and rate-setting cases in both traditional and new media contexts. He also counsels clients on copyright, music rights, DMCA safe harbor and other issues arising from his clients’ widescale audio and audiovisual media content distribution.

Prior to his time at Greenberg, Steinthal was co-head of Weil, Gotshal & Manges LLP’s IP/media practice, the firm said.

The arrival of the two lawyers increases King & Spalding’s intellectual property team on the West Coast to 16 lawyers and patent agents, including six partners.

King & Spalding has 800 lawyers in 17 offices in the U.S., Europe, the Middle East and Asia.

Ogletree Hires Airline and Railway Practice Group Head

Elizabeth Dougherty joined Ogletree, Deakins, Nash, Smoak & Stewart, PC as a shareholder in its Washington office. Dougherty will formalize and lead Ogletree Deakins’ new airline and railway practice group and will be active in supporting the firm’s governmental affairs practice group based in the Washington office.

Dougherty was previously on the National Mediation Board, an independent agency that oversees airline and railroad labor relations and administers the Railway Labor Act. Her responsibilities included oversight and mediation of collective bargaining, conducting and investigating representation elections, and oversight of the grievance arbitration program, the firm said. During that time, she served twice as chairman of the board, from 2009 to 2010 and 2006 to 2007. She was special assistant for domestic policy at the White House under President George W. Bush, where she covered labor and transportation issues.

Ogletree Deakins has more than 650 lawyers at 43 offices across the U.S. and in Europe.

Atlanta Banking Attorneys Join Troutman Sanders From Kilpatrick

Kilpatrick Townsend & Stockton LLP financial institutions lawyers James W. Stevens and Richard R. Cheatham join Troutman Sanders LLP as partner and senior counsel respectively in the firm’s Atlanta office.

“Their addition to our recognized financial institutions practice will deepen our bench strength and further enhance our ability to deliver creative solutions to clients operating in an increasingly complex business and regulatory environment,” Thomas O. Powell, a partner and deputy practice leader of the firm’s financial institutions practice group, said in a statement.

Stevens provides general corporate and bank regulatory advice to bank clients and has experience in the representation of public and private companies and financial institutions in mergers and acquisitions, securities offerings and regulatory reporting and compliance, the firm said.

Cheatham focuses his practice on the representation of financial institutions on bank regulatory matters and corporate and securities law applicable to financial institutions and their holding companies and other affiliates, according to the firm statement.

Troutman Sanders has more than 600 lawyers and 15 offices in the U.S. and Asia.

Construction Partner Joins Wilson Elser in Las Vegas

Wilson Elser Moskowitz Edelman & Dicker LLP announced that Christine D. Burkhart, previously of Wolfe & Wyman LLP, has joined the firm as a partner in the Las Vegas office.

Burkhart focuses her practice on construction defect; product liability; premises liability; and trucking and transportation matters, the firm said.

Wilson Elser has almost 800 attorneys in 24 offices in the U.S.

Corporate Lawyer Joins Rimon in Palo Alto Office

Rimon PC has added corporate attorney Frank Vargas as a partner in its Palo Alto, California, office. Vargas was previously at Gray Plant Mooty, where he was a principal.

Vargas has spent a large portion of his career in Minneapolis and the Midwest and intends to continue practicing in that region.

Vargas has created many new companies, including Aethlon Capital, an investment banking boutique; a company designed to provide general counsel services to early stage innovators in the medical and computer areas; and Finazz.com, a tech company which automated mergers and acquisition process for companies, the firms said.

Vargas has worked for more than 25 years representing venture and private equity funds in fundraising and investment activities as well as regulatory matters. In addition to his work with companies, he also represents broker dealers with their regulatory issues before Finra and the SEC.

Rimon has lawyers at 11 offices in the U.S and Israel.

Paul Weiss Hires White-Collar Partner in Washington

Paul, Weiss, Rifkind, Wharton & Garrison LLP hired Alexandra Walsh as a partner in the litigation department in Washington. She was previously a partner at Baker Botts LLP.

She will focus her practice on white collar criminal litigation, civil litigation, internal corporate investigations and appellate litigation.

Paul, Weiss has more than 700 lawyers at eight offices in the Americas, Europe and Asia.

Video

Law Professor: I May File Law School Ethics Charges

Ben Trachtenberg, an associate professor at University of Missouri School of Law who has written about law schools misrepresenting incoming student GPAs, LSAT scores and graduate employment data, says he may file legal ethics complaints with state bars against those who allegedly published the bogus data.

“Almost every day when I get up, I have to wonder is today the day I’m going to break down and file a complaint” with state bar ethics panels, he tells Bloomberg Law’s Lee Pacchia.

Trachtenberg would prefer ethics charges be filed by the schools that employed those who published the bogus data. “It’s getting to be a little nuts that the folks who really know what’s going on aren’t doing anything about it,” he says.

For more, click here.

News

Cost of Dropping Citizenship Keeps Earners From Exit: Taxes

Tax attorney Seth Entin has fielded about a dozen calls since Jan. 1 from individuals or companies thinking about exiting the U.S. or moving assets abroad.

“I don’t think I’ve ever gotten more calls in this particular area,” said Entin, who focuses on international tax at Miami-based Greenberg Traurig LLP. “A fair amount of the time I wind up telling people that it’s easier said than done, and if they try to do it they may wind up in a worse situation.”

Exit taxes and other costs make it prohibitive for most high-income taxpayers and small-business owners to leave the U.S., though they may want to go because of higher taxes at the federal level and in states such as California. Those who expatriate must renounce their citizenship to avoid U.S. taxes and navigate several sets of Internal Revenue Service rules when setting up a foreign corporation.

A high-income couple worth $100 million whose assets have $50 million in gains may have a $10 million tax liability if they decided to leave this year, said Henry Christensen, a partner at Chicago-based McDermott Will & Emery LLP who manages the firm’s international private client practice.

While the number of people giving up their U.S. passports has been higher in the past few years than in the previous decade, the numbers are a small portion of the population. About 932 people gave up their U.S. citizenship in 2012, IRS data show. That compares with 1,781 in 2011 and 742 in 2009.

The U.S. taxes citizens on their worldwide income even if they live in another country. That’s why people give up their passports to avoid the IRS’s reach.

Top earners will incur higher taxes this year. Congress raised the maximum tax rate to 39.6 percent from 35 percent on taxable income exceeding $400,000 for individuals and $450,000 for married couples.

The increase is coupled with higher levies on capital gains and dividends for top earners of as much as 23.8 percent compared with 15 percent in 2012. States including California also have raised taxes on top earners. California’s tax on income of $1 million or more was boosted to 13.3 percent, the highest in the nation.

The U.S. government generally imposes an exit tax on high earners to discourage them from expatriating as a way of avoiding taxes.

For more, click here.

SEC Enforcement Chief Sees Priority Shift From Crisis Cases

George Canellos, the U.S. Securities and Exchange Commission’s acting enforcement chief, said his unit is at an “inflection point” in redefining priorities previously focused on conduct related to the 2008 credit crisis.

Investigators are now looking at the conduct of gatekeepers such as accountants and board members, new and evolving market technologies, and activity in the private-equity industry in an environment of low interest rates, Canellos said Feb. 22 during a panel discussion at a securities law conference in Washington.

The SEC overhauled the enforcement division in 2010, creating specialized units to focus on areas such as structured products that helped fuel market turmoil in 2008 after the U.S. housing market collapsed. An enforcement advisory committee has been set up to evaluate new priorities, according to David Bergers, the enforcement division’s acting deputy director.

The advisory panel’s primary goal is to make it easier for SEC attorneys to investigate and litigate cases, Bergers said. The agency is more aggressively seeking to enforce subpoenas when companies delay requests for documents, he said.

The enforcement unit is working on a tool that can help predict accounting fraud by mining information in public filings and identifying outliers in discretionary accruals, according to Bergers.

Investigators will continue to monitor for well-timed bets ahead of merger and acquisition announcements, said Sanjay Wadhwa, a senior attorney in the SEC’s New York office.

“As the global M&A market rebounds and kicks into gear, I dare say you will see more of these actions coming out of the SEC,” said Wadhwa, who also spoke on the panel.

For more, click here.

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

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


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