Dewey, Fenwick & West, Sullivan: Business of Law

(Corrects spelling of Frank Wu’s name in Hastings item in report published yesterday.)

Dewey & LeBoeuf LLP sent a notice to employees May 4 warning it eventually may have to close if it can’t work out its financial difficulties, a person familiar with the matter said.

Dewey, based in New York, told employees it was distributing the letter to comply with labor laws that require 60 days’ notice of large-scale layoffs, said the person, who didn’t want to be identified because the matter wasn’t public.

“Although we continue to pursue various avenues, it is possible that adverse developments could ultimately result in the closure of the firm, which would result in the termination of your employment,” the firm said in the notice, according to the person.

“Accordingly, in order to give you as much advance notice as possible, and to comply with any legal obligations that we may have, this letter will serve as conditional advance notice under the Federal Worker Adjustment Retraining and Notification Act,” known as WARN, according to the letter.

Angelo Kakolyris, a Dewey spokesman, didn’t immediately respond to an e-mail seeking comment after regular business hours on the letter to employees.

Dewey’s six partners in its Russian and Almaty, Kazakhstan, offices will move to Morgan, Lewis & Bockius LLP, according to a person familiar with the situation.

In addition to the six partners, the firm’s associates and staff will also move to Morgan Lewis, said the person, who declined to be named because the changes haven’t been publicly announced.

Stephen Jurgenson, head of Dewey’s Abu Dhabi office, and James Simpson, a London partner, also departed last week, for Pillsbury Winthrop Shaw Pittman LLP. Simpson served as co-head of Dewey’s project finance and infrastructure practice, Pillsbury said in a statement. Jurgenson oversaw the development of the Abu Dhabi office since 2010, according to the statement.

In Frankfurt, a Dewey corporate finance team is moving to McDermott Will & Emery LLP, the firm said in a statement. The team includes Dewey’s Frankfurt office head Philipp von Ilberg and Joseph W. Marx. The move gives McDermott its third German office alongside Munich and Dusseldorf.

Morgan Lewis said May 3 that Peter Sharp, the managing partner of Dewey’s London office, and two other lawyers would join its outpost in the U.K. capital.

Dewey was the 11th-largest U.S. law firm with 1,300 lawyers after a merger during the 2007 recession. American Lawyer’s 2012 rankings put the firm in 28th place, with revenue of $782 million for 2011 and 1,040 lawyers.

Capital Markets

Fenwick & West, Simpson Thacher Work on Facebook IPO

Facebook Inc. (FB) will play up its prospects for expanding in mobile advertising when it begins pitching its initial public offering to investors in New York, Boston and Silicon Valley next week.

“Mobile is a key area of growth for Facebook,” Chief Operating Officer Sheryl Sandberg said in a video posted May 3 to accompany the investor road show. The shares are scheduled to start trading on the Nasdaq Stock Market under the symbol FB on May 18, according to data compiled by Bloomberg.

Executives met with the social-networking service’s lead underwriters at Morgan Stanley, JPMorgan Chase & Co. (JPM) and Goldman Sachs Group Inc. on Friday in New York to go over talking points ahead of the IPO, according to two people with knowledge of the matter.

JPMorgan pasted a Facebook sign flanked by two of the website’s signature thumbs-up icons on the front of its Park Avenue headquarters to welcome the management team.

Fenwick & West LLP is Facebook’s lead counsel. Working on the IPO are partners Gordon Davidson and Jeffrey Vetter and associate James Evans. In-house at Facebook are general counsel Theodore Ullyot, and in-house counsel David Kling and Michael Johnson. Additionally, from Simpson Thacher & Bartlett LLP representing the underwriters are, partners William H. Hinman, Jr. and Daniel N. Webb, both in Palo Alto.

Latham & Watkins, Sullivan & Cromwell on the IPO for Tilly’s

Tilly’s Inc. (TLYS), the seller of West Coast-inspired apparel for teens and young adults, jumped in its first day of trading after pricing above expectations for its initial public offering, closing at $16.81 per share.

Tilly’s priced 8 million shares of Class A common at $15.50 each, according to a statement on Friday. The Irvine, California-based company expected a price of $11.50 to $13.50, according to a May 3 regulatory filing.

Latham & Watkins LLP advised Tilly’s on the offering with a corporate team based in the firm’s Orange County, CA office included partners Cary Hyden and Michael Treska, with counsel Regina Schlatter and associates Jason Liljestrom, Andrew Western and Drew Capurro. Partner Ana O’Brien and associate Mimi Chao in Los Angeles provided tax advice and Orange County associates Carol Samaan and Daniel Ricks provided employee benefits and compensation advice.

General Counsel Patrick Grosso also worked on the IPO. Additionally, Sullivan & Cromwell LLP partner Robert Buckholz in New York and partner Patrick Brown and associate Jason Anderson in Los Angeles, represented the underwriters.

Tilly’s, based in Irvine, California, operates about 145 stores and sells merchandise through its website. According to its filing with the U.S. Securities and Exchange Commission, the company plans to expand to more than 500 U.S. stores during the next 10 years, and to build its e-commerce business to 15 percent of sales from 11 percent.

Bankruptcy

Dilworth Paxson Represents Philadelphia Orchestra in Bankruptcy

The Philadelphia Orchestra Association, the symphony behind Disney’s “Fantasia,” will hold a special fundraising drive this summer with a unique goal: collect enough money to get out of bankruptcy.

According to the orchestra’s attorney, Lawrence G. McMichael, a partner at Philadelphia’s Dilworth Paxson LLP, the orchestra in July will try to raise $3 million to $4 million needed to pay creditors and exit bankruptcy under a plan of reorganization.

As Bloomberg’s Steven Church reports, orchestras across the country, including the seven biggest, have been cutting costs to balance the quality of their programs with what the local communities can pay for.

Philadelphia is the only major U.S. symphony to file bankruptcy. While under court protection from creditors, orchestra managers cut about $6 million in annual costs, in part by canceling pensions and renegotiating the lease on its main performance space, McMichael said.

Later this month the orchestra will file its plan of reorganization, and in July will ask U.S. Bankruptcy Judge Eric L. Frank, who is overseeing the case, to approve the plan.

Once the plan is approved, the orchestra will be able to raise the exit money, mostly from its more than 70 board members, McMichael said.

McMichael said he has never heard of a company raising money to exit bankruptcy through a charity fundraiser. Since the orchestra wasn’t the first nonprofit to file for bankruptcy, it probably isn’t the first to use a fundraiser to get out of bankruptcy, McMichael said.

The orchestra’s effort isn’t much different from what happens when a for-profit company in bankruptcy seeks new investors.

In addition to McMichael, the other lawyers from Dilworth working on the bankruptcy are partner Anne Aaronson and associate Catherine Pappas. Partners Claudia Springer and Derek Baker and associate Brian Schenker from Reed Smith LLP represent the committee of unsecured lenders.

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Education

Hastings College of Law to Reduce Class Size Among Other Changes

The University of California, Hastings College of Law is embarking on a restructuring of the school that will include a reduction in its class size by 20 percent.

The school will, for the incoming class of 2015 slated to arrive in August, will have approximately 330 students, down from 425 in other classes.

While a smaller number of students reflects the circumscribed legal market, Chancellor and Dean Frank H. Wu said in a telephone interview on Friday that the new class size is only one part of an overhaul of the Hastings curriculum. “We did a comprehensive strategic plan, one piece of which we’re calling rebooting legal education. We are focusing more on real world skills training, the Pacific Rim, and an interdisciplinary approach to education.”

Wu said the school “should have reduced class size 25 years ago. The current crisis gives us more reason to do this. Smaller classes will provide a “much improved student experience, just like the K-12 grades, and of course employment will be better.”

Fewer students will also affect the school’s bottom line. According to school spokesman Alex Shapiro, the school will have a $9 million revenue shortfall from the loss of tuition. To close the gap, Wu said, the school is in the “midst of a capital campaign. We are not funding depreciation and we restructured the staff. Like every law firm, business and government agency we had to reorganize the staff.” That he said, was “very hard to do.”

Moves

IP and International Commercial Litigator Joins Baker & McKenzie

Litigator Robert P. Parker has joined Baker & McKenzie as a partner in the firm’s Washington office.

Mr. Parker, who previously was a partner at Paul, Weiss, Rifkind, Wharton & Garrison, has litigated a wide variety of intellectual property and international trade matters over the course of his 28 year career, the firm said in a statement, and has played a leading role in a number of major internal corporate investigations.

Over the last several years, Mr. Parker’s practice has focused on the representation of companies in Asia, particularly in Japan and Korea, in a variety of commercial and intellectual property matters. Mr. Parker is a past president of the International Trade Commission Trial Lawyers Association and served as counsel to the chairman of the International Trade Commission. He has litigated matters in numerous courts including federal district courts and the Court of International Trade. He has also represented clients in domestic and international arbitration proceedings.

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

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

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