Bloomberg News

Kirkland, DLA Piper Involved in Active Deal: Business of Law

October 01, 2013

Kirkland & Ellis LLP and DLA Piper LLP worked on the deal to take private Active Network Inc. (ACTV:US), a company that manages online registration for marathons, business conferences and other events. Vista Equity Partners is buying Active for about $1.05 billion in cash.

Kirkland represented Vista. From the firm are corporate partners David Breach, Sarkis Jebejian, Richard Brand and Noah Boyens and intellectual property partner John Lynn.

Active relied on DLA Piper. From that firm are corporate partners Michael Kagnoff, Daniel Eisner and John Reed. Other partners on the deal were Jamie Knox (debt), Paolo Morante(antitrust), Neil Balmert (tax), Mark Lehberg (intellectual property) and employee benefits partners Jim Telfer and Mark Boxer.

Vista will commence a tender offer to acquire all of the outstanding shares of San Diego-based Active’s common stock for $14.50 a share, according to a statement yesterday. Active’s board endorsed the offer, recommending that all stockholders tender their shares. Under the terms of the deal, any shares not tendered will be acquired in a second-step merger at the same cash price as the original offer.

Active rose 26 percent to $14.31 yesterday in New York trading.

The takeover follows a management shakeup in May, when Chief Executive Officer Matthew Landa and Chairman David Alberga resigned their positions, though they remained on the board.

The deal should close before the end of the fourth quarter, according to the statement.

The company, whose customers range from the state of California to Cisco Systems Inc., had attracted interest from other buyout firms before agreeing to the Vista deal. The company was originally expected to fetch as much as $770 million, a person familiar with the situation said.

Law Firm Moves

Bingham McCutchen Promotes Browne to Managing Partner

Bingham McCutchen LLP appointed Steven Browne as the managing partner of the 1,000-lawyer firm.

Browne will work closely with longtime chairman Jay Zimmerman, who has led Bingham since 1994. Zimmerman, who will take on the additional title of chief executive officer, will remain responsible for firm finance issues, global strategy, client relations and other strategic initiatives. Browne will direct and supervise day-to-day operations.

“At every opportunity, Steve demonstrated a keen interest in the direction of the firm and its people,” Zimmerman said in a statement.

Since joining Bingham in 2005 from Testa Hurwitz & Thibeault, Browne has held a number of leadership roles, including managing partner of the Boston office and co-chairman of Bingham’s corporate area.

Winston & Strawn Adds Two Real Estate Lawyers to New York Office

Two real estate lawyers have joined Winston & Strawn LLP in the firm’s New York office. Christine A. Spletzer returns to the firm as a partner after a stint at Paul Hastings LLP. Bola Oloko, previously at Duval & Stachenfeld, is joining as of counsel.

“We are delighted to welcome Christine and Bola to the Winston & Strawn team,” said Michael Elkin, managing partner of the New York office. “Their extensive experience in capital markets real estate finance will enhance our ability to serve our clients’ needs in New York and globally,” he said in a statement.

Spletzer specializes in capital markets real estate finance and commercial mortgage-backed securitization, with extensive experience in representing issuers, originators, underwriters and investors in connection with the issuance of commercial mortgage-backed securities. Her experience includes mezzanine financing and other secured lending transactions such as warehouse financing programs, and intercreditor arrangements.

Oloko is an experienced issuer’s and underwriters’ counsel in the commercial mortgage-backed securities area. He has advised market participants in the securitization, acquisition and disposition, and financing of financial assets, with emphasis on commercial mortgage loans. His recent securitization experience includes representing operating advisers in connection with new-issue CMBS 2.0 transactions and counseling other market participants in connection with issues arising out of legacy CMBS and other securitization transactions.

Barnes & Thornburg Adds Employment Lawyer to Michigan Office

Norman D. Hawkins joined Barnes & Thornburg LLP’s Grand Rapids, Michigan, office as a member of the labor and employment law department.

According to a statement from the firm, Hawkins has almost 30 years’ experience. Before joining Barnes & Thornburg, he worked in private practice representing numerous private-sector clients, including Fortune 500 companies such as automotive suppliers and hospitals. He specializes in federal labor law and employment statutes.

“We are very pleased to welcome Norm to our team and to add his experience and abilities to support our growing regional and national labor and employment practice,” said Michael A. Snapper, administrator of the firm’s Michigan labor and employment law group.

With Hawkins, Barnes & Thornburg now has almost 30 attorneys in its Michigan office.

Baker Botts Adds Patent Litigator Barzoukas in Houston

Nicolas Barzoukas, who specializes in patent litigation in the pharmaceutical field and industries related to chemistry, electronics, biotechnology, medical devices, lasers and mechanical systems, joined Baker Botts LLP as a partner in the Houston office.

Barzoukas’s representations in Hatch-Waxman Act patent-infringement suits have resulted in the protection of the franchises for some major pharmaceutical products, the firm said.

“Nic adds considerable depth to our patent litigation practice, particularly with respect to the pharmaceutical industry, which is consistently confronted with multiple and complex legal challenges to the products produced for consumers,” Andrew Baker, the firm’s managing partner, said in a statement.

Barzoukas’s practice also includes counseling clients on intellectual property enforcement matters, defensive and offensive litigation strategy, freedom to operate, settlement negotiations and licensing.

Prior to joining Baker Botts, Barzoukas was a partner at Weil Gotshal & Manges LLP.

Lawsuit News

Thomas Cooley Law School Loses Ruling in Defamation Lawsuit

Thomas M. Cooley Law School can’t sue a New York law firm for falsely claiming the school misrepresented graduate employment statistics, a federal judge in Michigan ruled yesterday.

Cooley, a Michigan law school, sued Kurzon Strauss LLP in July 2011 over alleged false statements posted on websites including JD Underground and Craigslist. The law firm, now known as Kurzon LLP, had advertised to find potential plaintiffs to sue the law school -- the nation’s largest -- over allegations that the school’s employment statistics were misleading.

U.S. District Judge Robert Jonker in Grand Rapids, Michigan, dismissed the case. Jonker held that Cooley failed to establish “actual malice.” That term, which refers to whether a defendant knew a statement was false or communicated the statement in “reckless disregard” of the statement’s truth, is a predicate for a defamation case involving plaintiffs considered to be public figures.

In a statement on its website, the school said it planned to appeal the ruling.

A federal district court had dismissed a separate case brought by Cooley graduates under the Michigan consumer protection act claiming that the school misrepresented the number of students securing employment. The dismissal was upheld by the U.S. Court of Appeals for the Sixth Circuit in July.

Yesterday’s ruling is Thomas M. Cooley Law School v. Kurzon Strauss, 11-cv-00844, U.S. District Court, Western District of Michigan (Grand Rapids). The students’ case is MacDonald v. Thomas M. Cooley Law School, 12-2066/2130, U.S. Court of Appeals for the Sixth Circuit (Cincinnati).

To contact the reporter on this story: Ellen Rosen in New York at erosen14@bloomberg.net

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


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