Bloomberg News

Torys, Borden, Sullivan, Wachtell, Bingham: Business of Law (1)

July 16, 2013

Torys LLP and Borden Ladner Gervais LLP advised Loblaw Cos. (L), which agreed to buy Shoppers Drug Mart Corp. (SC) for C$12.4 billion ($11.9 billion) in the biggest takeover of a Canadian retailer. Osler Hoskin & Harcourt LLP advised Shoppers.

Torys’ team included partners Peter Jewett and Cornell Wright, mergers and acquisitions; Tom Zverina and Adam Delean, lending; James C. Tory and Andrew Gray, litigation; Mitch Frazer, pension and employment; Jay Holsten and Omar Wakil, competition; Conor McCourt, intellectual property; and John Unger, tax.

The Osler deal team included partners Clay Horner, Douglas Bryce, Emmanuel Pressman, Donald Gilchrist, corporate; Peter Glossop and Shuli Rodal, regulatory; and Firoz Ahmed and Dov Begun, tax.

Borden Ladner’s deal team includes corporate and commercial partner Robert S. Russell.

Loblaw, the country’s largest supermarket company by market value, will pay C$61.54 a share in cash and stock for the leading Canadian drugstore chain, the companies said yesterday in a statement. That represents a 27 percent premium to Toronto-based Shoppers Drug Mart’s closing price last week.

The deal -- the largest between two Canadian companies since Suncor Energy Inc. bought Petro-Canada in 2009 -- accelerates consolidation in a retail industry that faces increased competition as Wal-Mart Stores Inc. and Target Corp. (TGT:US) expand in the country. A month ago, Loblaw’s rival Sobeys Inc. agreed to buy Safeway Inc.’s Canadian stores for C$5.8 billion.

Annual revenue of the combined company would have been more than C$42 billion in 2012, according to the statement. Loblaw, based in Brampton, Ontario, and Shoppers Drug Mart together had earnings before interest, taxes, depreciation and amortization of about C$3 billion last year.

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Sullivan & Cromwell, Wachtell on AT&T $1.2 Billion Leap Deal

Sullivan & Cromwell LLP is advising AT&T Inc. (T:US), which agreed to buy Leap Wireless International Inc. (LEAP:US) for $1.2 billion to gain more airwaves and a larger piece of the pay-as-you-go market. Wachtell, Lipton, Rosen & Katz is advising Leap.

The S&C team is led by M&A partners Joe Frumkin in New York and Eric Krautheimer in Los Angeles.

Wachtell Lipton’s team is led by corporate partners Edward D. Herlihy and David E. Shapiro and consists of partners Gordon S. Moodie, corporate; Jeannemarie O’Brien, executive compensation and benefits; Joshua A. Feltman, restructuring and finance; and Joshua M. Holmes, tax.

Weil Gotshal & Manges LLP’s Howard Chatzinoff is advising Lazard as financial adviser to Leap Wireless

AT&T, the second-biggest U.S. wireless carrier, plans to buy Leap for $15 a share in cash, offering a premium of 88 percent over the target’s closing stock price. The transaction gives AT&T more pay-as-you-go customers, along with airwaves to improve its network.

AT&T’s Leap acquisition follows a failed attempt to buy T-Mobile for $39 billion in 2011. AT&T, based in Dallas, walked away from that deal after facing opposition from regulators, who were concerned about losing one of the industry’s top four.

Buying Leap will give AT&T about 5 million customers, more airwaves and a larger piece of the pay-as-you-go market. As part of the deal, Leap shareholders will get the right to proceeds from the sale of Leap’s 700-megahertz spectrum in Chicago, which was bought for $204 million last year.

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Moves

Bingham Adds Insurance Tax Lawyer Susan Seabrook

Bingham McCutchen LLP expanded its tax group with the addition of Susan E. Seabrook as a partner in the Washington office. She was previously at Skadden, Arps, Slate, Meagher & Flom LLP.

Seabrook focuses on tax controversy relating to insurance companies, financial institutions, and financial and insurance products. She also advises on tax issues unique to insurance company M&A transactions, reinsurance matters and product issues, the firm said.

“Susan is a talented lawyer who brings exceptional experience and keen perspective to insurance-specific tax matters,” said John Magee, leader of Bingham’s Tax Group, noting that the Internal Revenue Service and the U.S. Treasury Department are focusing more on the insurance industry in light of President Barack Obama’s health-care law and increased regulation. “Susan’s arrival will further enable us to proactively identify tax controversy issues for clients. She’s a terrific complement to our robust team.”

Bingham has approximately 1,000 lawyers in 14 offices in the U.S., Europe and Asia.

Orrick Adds Capital Markets Partner in San Francisco

Andrew D. Thorpe, a former Securities and Exchange Commission Special Counsel and most recently a partner at Morrison & Foerster LLP, joined Orrick, Herrington & Sutcliffe LLP as a partner in the capital markets group, in San Francisco.

“We are delighted to add Andy to our team,” said Mitch Zuklie, Orrick’s chairman. “Andy brings extensive commercial experience and valuable insight from his time at the SEC, for our emerging company and public company clients, as well as our underwriter relationships.”

Thorpe’s practice focuses on securities regulation, public offerings, mergers and acquisitions and corporate governance matters. Thorpe has worked on more than 30 public offerings, serving as company or underwriter’s counsel, in addition to reviewing approximately 20 additional offerings while he was at the SEC. He spent almost six years at the SEC, including in the Office of Rulemaking within the Division of Corporation Finance.

Orrick has lawyers 25 offices in Asia, Europe and the U.S.

Health-Care Attorney Joins McCarter & English in Newark

McCarter & English LLP added Todd C. Brower as partner in the firm’s health care practice in Newark, New Jersey. He was previously at Brach Eichler LLC.

Brower has more than 25 years of experience counseling health-care industry clients on regulatory and transactional matters, the firm said. He advises on corporate compliance and HIPAA issues, as well as, acquisitions, affiliations, joint venturing, licensing and reimbursement. He has also handled contractual and disciplinary matters, as well as group practice formations.

“In today’s rapidly changing health-care landscape, Brower will be instrumental in helping various institutions, physicians and other health-care providers and companies navigate complex industry challenges,” Scott Kobler, partner with McCarter’s health care practice said in a statement. “He will be an exceptional asset to our team, as we continue to expand the practice.”

McCarter & English has more than 400 attorneys at seven U.S. offices.

International Arbitration Partner Joins Vinson & Elkins

Vinson & Elkins LLP announced that arbitration partner George Burn joined the firm in London from Dentons LLP. Before his previous firm’s merger, Burn served as the head of Salans’s U.K. international arbitration practice.

Burn has experience in commercial and treaty arbitration work, including disputes relating to the energy, construction, mining, financial sectors and other industries. He has appeared in proceedings brought under the London Court of International Arbitration and International Centre for Settlement of Investment Disputes, among others and sits as an arbitrator.

“George’s broad experience and reputation for quality and innovation are well known in the market, and he comes from one of the premier arbitration practices in Europe,” the head of V&E’s international dispute resolution practice James Loftis, said in a statement.

Vinson & Elkins has more than 675 lawyers at 16 offices in the U.S., London, the Middle East and Asia.

Litigation

Tourre Lawyers Urged to Cut Down on Jargon for Jurors’ Sake

The judge hearing the Fabrice Tourre securities-fraud trial urged lawyers to “have a heart” and not assume jurors speak Wall Street.

Lawyers for Tourre and the U.S. Securities and Exchange Commission yesterday selected a jury of five women and four men in Manhattan federal court. The jurors include an Episcopal priest, a dean at a free online academy and the principal of a New York public school.

Tourre, who was given the nickname “Fabulous Fab” by a friend, faces fraud claims over his role in Abacus 2007-AC1, a synthetic collateralized debt obligation tied to home mortgages. The trial begins three years to the day after the SEC announced Goldman Sachs (GS:US)’s agreement to pay a then-record $550 million settlement and admit mistakes in marketing Abacus.

“A synthetic CDO is gibberish unless you explain it,” U.S. District Judge Katherine Forrest told the lawyers for both sides before yesterday morning’s start of the SEC case against the former Goldman Sachs Group Inc. vice president. “Mere mortals don’t know what a trading desk is.”

Forrest asked questions of the potential jurors to screen them for the case.

The nine-member panel also includes a retired special education teacher, a production manager at the International Aids Vaccine Initiative, a graphic designer, a recent medical school graduate studying for her licensing exams, a technical director for an animation company and a man who said he works in advertising.

Forrest told the jurors the trial may last three weeks.

The case is SEC v. Tourre, 10-cv-03229, U.S. District Court, Southern District of New York (Manhattan).

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Ex-Refco Lawyer Gets Year for Aiding $2.4 Billion Fraud

Joseph Collins, Refco Inc.’s former outside lawyer, was sentenced to a year and a day in prison for helping ex-Chief Executive Officer Phillip Bennett and other company officials defraud investors of $2.4 billion.

U.S. District Judge Loretta Preska in Manhattan yesterday also imposed two years of supervised release on Collins, who was convicted at a retrial last year after his 2009 fraud conviction was reversed. In passing sentence, Preska cited the defendant’s history of charitable works.

“There’s no doubt that, but for this matter, Mr. Collins is a certifiable saint,” she said “In this case, a lengthy prison sentence is not necessary.” She also allowed Collins to remain free pending appeal.

Once the biggest independent U.S. futures trader, Refco collapsed in 2005 two months after raising $670 million in an initial public offering. Refco Inc., as it was known after the IPO, filed one of the biggest bankruptcies in U.S. history after disclosing that it had transferred more than $1 billion in losses to a firm owned by Bennett.

Collins was found guilty in November of one count of conspiracy and two counts each of securities fraud, wire fraud and filing false statements with the U.S. Securities and Exchange Commission. He was acquitted of bank fraud and two wire-fraud charges.

Formerly of the Chicago law firm Mayer Brown LLP, Collins claimed he had no knowledge of the fraud, which he said was set in motion and concealed by Bennett and senior executives Robert Trosten and Santo Maggio. All three men pleaded guilty. Trosten and Maggio agreed to cooperate in the case against Collins. Maggio died last year.

Bennett is serving a 16-year prison sentence while his former partner, Tone Grant, is serving 10 years. Preska said that in her view the other men were “Refco insiders” while Collins hadn’t been directly involved in orchestrating the scheme or profited from it in any way.

The case is U.S. v. Collins, 07-cr-01170, U.S. District Court, Southern District of New York (Manhattan).

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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