Bloomberg News

White & Case, Haynes & Boone, Weil: Business of Law

March 01, 2013

White & Case LLP hired five Linklaters LLP capital markets lawyers in Paris, all of whom join the firm as partners. Philippe Herbelin, Cenzi Gargaro and Séverin Robillard were partners at Linklaters. Gilles Endréo, formerly a partner at Linklaters, though now a consultant according to White & Case, and Thomas Le Vert, an associate, also join White & Case as partners.

The new hires are among 21 partners the firm has added to its global capital markets practice since 2011, including hiring former Latham & Watkins partner Michael Immordino that year and opening a Milan office to support his practice.

“Investing in our global capital markets practice is one of our strategic priorities,” White & Case Chairman Hugh Verrier said in a statement.

Among White & Case’s recent capital markets transactions were Intesa Sanpaolo’s $3.5 billion bond issuance; Unipol Gruppo Finanziario’s 1.1 billion euro ($1.4 billion) rights issue; Outokumpu Oyj’s 2.7 billion euro acquisition of Inoxum, and the 206 billion euro restructuring of Greek debt, the largest sovereign debt restructuring in history, the firm said.

Linklaters has two remaining capital markets partners in Paris, according to its website.

“We wish the team well. We have a very strong capital markets practice globally and we have plans in place for its continued development,” a firm spokeswoman said in an e-mail.

White & Case also hired New York mergers and acquisitions partner Daniel Dufner from Linklaters last month. He had previously been a partner at White & Case before leaving in 2009 for Linklaters.

White & Case has lawyers in 38 offices across 26 countries.

News

FTC’s Edith Ramirez Chosen by Obama as Agency’s Chairman

Edith Ramirez, a campaign official for President Barack Obama and one of his law school classmates, was named to head the U.S. Federal Trade Commission, where she has been a commissioner for almost three years.

Ramirez, 44, an intellectual property lawyer, served as an editor of the Harvard Law Review in 1990 and 1991 when Obama was its president. In 2008, Ramirez, who is Mexican-American and bilingual, was the Obama campaign’s Latino outreach director in California. She has been on the commission since April 2010.

“She’s not as much of a known quantity as some others, but she has a reputation for being smart and extremely capable,” said Jonathan Kanter, an antitrust lawyer with Cadwalader, Wickersham & Taft LLP.

Ramirez has kept a low profile as a commissioner compared with some of her colleagues, including fellow Democrat Julie Brill, who was also mentioned as a potential chairman in publications such as the Hill.

A graduate of Harvard University and Harvard Law School, Ramirez was an associate at Gibson Dunn & Crutcher LLP and a Los Angeles-based partner at Quinn Emanuel Urquhart & Sullivan LLP before Obama tapped her for the FTC.

At Quinn Emanuel, she specialized in complex business litigation, including intellectual property, unfair competition and trademark disputes.

For more, click here.

Partners Asked to Pay More So Firms Borrow Less From Banks

Law firm partners are being asked to pay more in the form of capital infusions, as leaders shift their firm financing away from bank dependence, The American Lawyer found in a survey of large law firms.

The magazine interviewed dozens of leaders of the highest- grossing U.S. firms, and found that the movement toward internal financing has been gaining over a five-year period as a result of the recession and the law firm failures that resulted.

The magazine confirmed the details of the capital increases at 20 firms and found that seven don’t borrow at all from banks. They include Dechert LLP, Weil, Gotshal & Manges LLP, K&L Gates LLP, Day Pitney LLP, Perkins Coie LLP, Morgan, Lewis & Bockius LLP and Gibson, Dunn & Crutcher LLP, according to the article.

To read more about the survey, click here.

Investors Filed Fewer Suits Disputing Deals in 2012, Study Finds

Shareholders filed fewer lawsuits challenging mergers and acquisitions last year, the second year in which the number of such investor suits has declined, according to a study.

Research by Stanford Law School and Cornerstone Research found shareholders filed 602 lawsuits over deals valued at more than $100 million in 2012, down from 742 the previous year. The percentage of deals litigated remained the same at 93 percent. Shareholders sued in 96 percent of M&A deals valued at more than $500 million, averaging more than five lawsuits for each deal, according to the study released today.

“It is not plausible to think that 96 percent of target boards did a bad job selling the firm,” Robert Daines, a professor at Stanford Law School who helped conduct the study, said in a statement. “Plaintiffs must be filing on cases where there is no underlying problem.”

Global M&A transactions fell almost 8 percent to $2.23 trillion last year, with the deal count falling 4 percent, according to data compiled by Bloomberg. The decline came amid recession fears in Europe and the standoff over $600 million in automatic U.S. government spending cuts and tax increases, known as the fiscal cliff.

Plaintiffs agreed to settle most of the lawsuits that were consolidated for litigation, according to the study. More than 80 percent of those settled cases resulted only in additional disclosures to shareholders, and no cash payout, according to the report.

Awards of attorney’s fees in disclosure-only cases declined to an average of $540,000 in 2012, from $570,000 in 2011.

The average attorney’s fee in all settlements was $725,000, the researchers said. Of the 27 fee amounts disclosed, only three were more than $1 million. The largest was $3.9 million awarded in the Amerigroup Corp. litigation in which shareholders challenged WellPoint Inc. (WLP:US)’s $4.9 billion buyout of the managed- care company.

For more, click here.

Deals

Mylan to Buy Strides Injectables Division for $1.6 Billion

Skadden, Arps, Slate, Meagher & Flom LLP and Slaughter and May are advising Mylan Inc. (MYL:US), the second-biggest stand-alone generic drug-maker, which agreed to buy the injectable medicine unit of India’s Strides Arcolab Ltd. (STR) for $1.6 billion as it targets becoming among the top three global providers.

The sellers legal advice came from DSK Legal, Haynes & Boone LLP, Herbert Smith Freehills LLP and Pinheiro Neto Advogados.

The Skadden team includes partners: Marie Gibson, mergers and acquisitions; Eric Cochran, mergers and acquisitions; Tim Sanders, tax; Lorenzo Corte, cross-border transactions; Matthew Zisk, intellectual property and technology; Hal Hicks, tax; Erica Schohn, executive compensation and benefits; and David Schwartz, labor and employment law.

Slaughter and May corporate partner Gary Eaborn also worked on the deal.

Haynes and Boone’s team on behalf of Strides Arcolab included partners Jeff Wolfson, Lou Solomon, Vicki Martin- Odette, and Eric Williams.

The Herbert Smith Freehills team who advised Strides Arcolab was led by London corporate partners Alan Montgomery and Robert Moore, with specialist advice from partners Isaac Zailer on tax issues and Andre Pretrious on competition issues.

Pinheiro’s team for Strides Arcolab was led by Miguel Tornovsky.

The cash deal for Agila Specialties will add new markets and increase Mylan’s diluted earnings-per-share immediately, it said in a statement. The Canonsburg, Pennsylvania-based company will finance the deal with an unsecured bridge loan of $1 billion and may pay Strides a further $250 million based on certain conditions, it said. The shares of the Indian drugmaker slumped.

The agreement will broaden Mylan’s portfolio of off-patent injectable medicines that are in high demand because of shortages in the U.S., where the Food and Drug Administration listed more than 120 medicines in short supply as of Nov. 28. The shortages, which include the sedative injection propofol and the ovarian cancer treatment Doxil, are caused by manufacturing issues and decisions by companies to stop production of some generic therapies.

Strides plans to distribute as much as $800 million to shareholders and also pay off debt, according to a company statement. The Bangalore-based company had debt of 11.89 billion rupees ($221 million) as of June 30, according to data compiled by Bloomberg.

For more, click here.

Litigation

Weil Lawyers for ESPN Win 3 of 4 Claims in Contract Dispute

Dish Network Corp. (DISH:US) lost three of four claims it brought against Walt Disney Co. (DIS:US)’s ESPN over terms of a sports programming contract as a jury awarded Dish only $4.85 million of the $153 million it had sought. Weil Gotshal & Manges LLP litigation partners Diane Sullivan and David Yohai led the team for ESPN.

Satellite service Dish, the third largest pay-television provider, sued ESPN in 2009 for violating a so-called most- favored-nation clause in their distribution agreement, which it said requires the sports network to offer Dish the same terms it offers a competitor. The 10-person jury in Manhattan federal court reached its verdict in its second day of deliberations.

“ESPN promised Dish that no other distributor had better rate terms or packaging terms than Dish was receiving under the contract,” Barry Ostrager, of Simpson Thacher & Bartlett LLP, a lawyer for Englewood, Colorado-based Dish, told the jury in his summation Feb. 27. “ESPN made a calculated decision to not offer the same terms to Dish.”

ESPN argued that it eventually granted Dish the terms offered to competitors and that Dish was seeking better contract terms than its competitors.

“The contract provides for fairness,” Diane Sullivan, the lawyer for Bristol, Connecticut-based ESPN, told the jury in her closing argument. “Dish doesn’t want fairness. Dish believes the fairness clause entitles them to a far better deal than any other distributor.”

TV distributors pay ESPN and other cable programmers fees based on ratings and the number of subscribers. According to the media research firm SNL Kagan, ESPN charges TV providers about $5.13 a month per subscriber, one of the highest rates in the industry.

The case is Dish Network LLC v. ESPN Inc., 09-06875, U.S. District Court, Southern District of New York (Manhattan).

Video

BigLaw Growth is Dead: Bruce MacEwen Says What’s Next

The era of ever-expanding revenues and profits for the nation’s largest law firms -- a period that lasted from 1980 to 2008 -- is over, and it’s never going to happen again, law firm consultant Bruce MacEwen tells Bloomberg Law’s Lee Pacchia.

Big law firms are now “in a battle for market share,” he says. Corporate clients have recognized they have pricing power over firms and “we’re never going back.” For firms to succeed today, “we’re going to require people all up and down the food chain in biglaw to ... work more hours,” MacEwen says.

MacEwen blogs at Adam Smith Esq. (http://www.adamsmithesq.com) and recently published a book called “Growth is Dead.”

Click here for the link to the video.

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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Companies Mentioned

  • WLP
    (WellPoint Inc)
    • $110.9 USD
    • 0.14
    • 0.13%
  • MYL
    (Mylan Inc/PA)
    • $50.2 USD
    • -0.51
    • -1.01%
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