Bloomberg News

Ropes & Gray, Sidley, Cleary, Gibson Dunn:Business of Law

April 23, 2013

Ropes & Gray LLP added four new corporate partners. Bracewell & Giuliani LLP lawyers Jonathan Gill and Robb Tretter join the firm in New York as partners in the private-equity practice, focusing on distressed investing. Mark Wesseldine, previously of Fried Frank, Harris, Shriver & Jacobson LLP will be joining the firm as a finance partner in London. Victoria Lloyd, a capital markets and mergers and acquisitions lawyer also from Fried Frank, is joining Ropes & Gray in its Hong Kong office.

Gill and Tretter have worked together for more than 10 years, advising private investment firms, corporations and financial institutions on transactions, primarily as part of leveraged buyouts, restructurings or recapitalizations, the firm said.

Wesseldine has more than 10 years’ experience focusing on the European leveraged finance market on complex cross-border financings and restructurings, the firm said.

Lloyd’s practice focuses on advising clients, including issuers and underwriters, on equity capital market and M&A transactions.

Ropes & Gray has more than 1,100 lawyers at 11 offices in the U.S., London and Asia.

Sheppard Mullin Expands New York Office With Labor and Finance

Sheppard, Mullin, Richter & Hampton LLP hired three New York partners including Jack Kiley, chairman of the labor and employment practice group at Kelley Drye & Warren LLP. He brings along a six-attorney labor and employment group. John R. Hempill, a former co-chairman of the emerging companies and venture capital group at Morrison Foerster LLP also joins the firm, along with MaryJeanette Dee, formerly of Richards Kibbe & Orbe LLP.

Hempill has experience in private and public finance. He also has experience with mergers and acquisitions for both public and private companies.

Kiley represents management in labor and employment law, including with advice and counseling, litigation and collective bargaining.

Dee concentrates on internal investigations and regulatory and white collar criminal defense.

Sheppard Mullin has 630 attorneys in 16 offices in the U.S., Europe and Asia.

Global Sourcing and Technology Partners Join Kilpatrick

Kilpatrick Townsend & Stockton LLP announced that attorneys Jon Neiditz and Amanda Witt have joined the firm’s Atlanta office as partners on the global sourcing and technology team. Both lawyers were previously partners at Nelson Mullins Riley & Scarborough LLP, where Neiditz was co-leader of the firm’s information management practice.

“Jon and Amanda bring a dynamic, diverse practice encompassing big data, privacy, and information security: headline-grabbing topics that are increasingly faced by the world’s corporate community,” Jim Steinberg, chairman of Kilpatrick Townsend’s GST team said in a statement.

Neiditz’s practice includes management of responses to data security breaches. He assists companies with the strategic development of privacy, security and incident response programs and is often called first to assist when a security breach occurs, the firm said.

Witt focuses her practice on information technology; information security and privacy; e-commerce; outsourcing; and intellectual property protection among other matters.

Kilpatrick Townsend has 17 offices in the U.S. and internationally.

Stephen Ross to Head Sidley Austin LLP London Funds Group

Former Man Group Plc group general counsel Stephen Ross will join Sidley Austin LLP as a partner, where he will co-head the London investment funds group, part of the firm’s global investment funds practice.

Ross spent 10 years at the Man Group, the world’s second largest hedge fund manager. He became Man’s first general counsel in 2007. In 2010, after Man acquired global investment manager GLG, Ross also took over regulation/compliance function responsibilities and was appointed chairman of the firmwide risk committee, the firm said.

“Given his broad experience at Man, Stephen will bring to our clients a specialized knowledge of the asset management business that very few lawyers in private practice have,” George Petrow, managing partner of the firm’s European region said in a statement.

Before joining Mann in 2004, Ross was co-head of the private funds group at Clifford Chance LLP.

Sidley has 1,750 lawyers in 18 offices worldwide.

Deals

Cleary Gottlieb Advises ABB on $1 Billion Power-One Purchase

Cleary Gottlieb Steen & Hamilton LLP advised ABB Ltd. (ABBN), which agreed to acquire Power-One Inc. (PWER:US) for about $1 billion, giving the world’s biggest electricity-networks builder inverters that allow solar power to be fed into grids. Power-One was advised by law firm Gibson, Dunn & Crutcher LLP.

Cleary Gottlieb’s lawyers for ABB include partners Neil Whoriskey and David Leinwand, as well as Arthur Kohn on benefits.

The Gibson team is led by Los Angeles partner Jennifer Bellah Maguire; as well as partners Paul Issler, tax; David Kennedy, IP; and Adam Di Vincenzo and Peter Alexiadis, antitrust.

Shareholders of the Camarillo, California-based company will get $6.35 a share, Switzerland’s ABB said in a statement yesterday. Power-One shares surged as much as 59 percent to the equivalent of $6.34 in German trading yesterday.

ABB is looking to tap a market forecast to grow by more than ten percent annually, driven by a need for affordable energy and declining costs of producing solar power. The 7.7 times Ebitda that ABB is paying for Power-One is lower than the median multiple of 8.5 paid for alternate energy companies in the last three years, according to data compiled by Bloomberg.

For more, click here.

Sprint Board Forms Special Committee to Review Bid From Dish

Sprint Nextel Corp. (S:US), the third-largest U.S. wireless carrier, said its board has formed a special committee to evaluate a takeover bid from Dish Network Corp. (DISH:US), which is seeking to counter an offer from SoftBank Corp. (9984)

Shearman & Sterling LLP will be the legal counsel, led by New York mergers and acquisitions partners Peter Lyons and Robert Katz.

Larry Glasscock, James Hance, Janet Hill, William Nuti and Rodney O’Neal will serve on the committee, with Glasscock acting as chairman, Overland Park, Kansas-based Sprint said yesterday in a statement. Bank of America Merrill Lynch will act as its financial adviser.

Dish, the satellite-TV company controlled by billionaire Charlie Ergen, offered $25.5 billion for Sprint last week, topping a $20.1 billion bid by Tokyo-based SoftBank in October. The Japanese company has argued that its bid has “superior short- and long-term benefits” compared with Dish’s “highly conditional preliminary proposal.”

Sprint shares fell less than 1 percent to $7.16 at 9:42 a.m. in New York. The stock has climbed 26 percent this year, suggesting that investors expect the bidding to go higher.

For more, click here.

Government Lawyers

Canellos and Ceresney Named Co-Chiefs of SEC Enforcement

George Canellos and Andrew Ceresney have been named co-directors of enforcement at the U.S. Securities and Exchange Commission, the agency said yesterday.

Canellos has been acting director since January following the departure of Robert Khuzami, who held the post for the previous four years. Ceresney, a former prosecutor, has been a partner at law firm Debevoise & Plimpton LLP in New York.

The two men will lead the enforcement unit as it shifts from investigations tied to the 2008 credit crisis toward areas such as high-frequency trading and accounting fraud. Canellos, 48, and Ceresney, 41, both previously worked as federal prosecutors for SEC Chairman Mary Jo White when she was U.S. Attorney for the Southern District of New York.

“George and Andrew will be a formidable team and I am grateful to both of them for taking on this extremely important responsibility,” White said in a statement.

Canellos joined the SEC in 2009 as director of the New York office, where he oversaw the work of about 400 enforcement attorneys, accountants, investigators and examiners. Prior to joining the agency, he was a prosecutor in New York for nine years and a litigation partner at law firm Milbank, Tweed, Hadley & McCloy LLP, for more than six years.

At Debevoise, Ceresney has represented some of Wall Street’s biggest companies and executives -- including JPMorgan Chase & Co. and former Bank of America Corp. Chief Executive Officer Ken Lewis -- in regulatory probes of their conduct during the financial crisis.

For more, click here.

News

Okada Review Finds Freeh’s Wynn Resorts Probe ‘Deeply Flawed’

An independent review commissioned by Kazuo Okada’s lawyers found that Wynn Resorts Ltd. (WYNN:US)’s investigation that cost the Japanese billionaire his 20 percent stake in the casino operator was “deeply flawed.”

The review by former Homeland Security Secretary Michael Chertoff, who is a senior counsel at law firm Covington & Burling LLP, found that Wynn Resorts’ independent investigation, conducted by former FBI Director Louis Freeh, was “structurally deficient, one-sided, and seemingly advocacy-driven,” Okada’s Universal Entertainment Corp. (6425) said yesterday in a statement. Freeh is chairman of law firm Pepper Hamilton LLP.

“This confirms what I have maintained since the day the Freeh report was issued and the Wynn Board moved to strip me of my stake in a company I helped found,” Okada said in the statement. “It’s obvious that the biased report was part of Steve Wynn’s campaign to eliminate me as a rival to his power within Wynn Resorts.”

Wynn Resorts last year forcibly redeemed the shares of its largest shareholder for $1.9 billion, about $800 million less than what Okada says was their market value. Las Vegas-based Wynn Resorts, citing the Freeh report, alleged Okada was “unsuitable” as a controlling shareholders because of “prima facie violations” of U.S. anti-bribery laws.

The review by Chertoff found that Freeh’s law firm “viewed itself as an advocate first and an impartial investigator second” in preparing the report. Freeh and his colleagues “cherry-picked evidence and stretched to reach conclusions that would be helpful to the Wynn Resorts Board,” according to yesterday’s statement.

Okada, 70, is the chairman of Tokyo-based Universal Entertainment. He helped Steve Wynn finance the casino operator that went public in October 2002 and was its largest individual shareholder until February of last year. He has said Steve Wynn wanted him out because he opposed a $135 million gift to the University of Macau.

Okada, who resigned from Wynn Resorts’ board of directors ahead of a shareholders vote to oust him earlier this year, faces a U.S. criminal investigation of possible bribery related to his Philippine casino project, according to an April 8 filing by the Justice Department in Nevada state court in Las Vegas.

The Justice Department asked the judge to halt the lawsuit, in which Wynn Resorts accuses Okada of breach of fiduciary duty and Okada seeks to undo the redemption of his shares, in so far as it pertains to the same allegations that are under investigation, according to the filing.

The U.S. is also investigating Wynn Macau Ltd.’s donation to the University of Macau Development Foundation.

The case is Wynn Resorts v. Okada, A-12-656710-B, Clark County District Court, Nevada (Las Vegas).

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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