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Jenner & Block, Orrick, Ropes & Gray, Cleary: Business of Law

Entertainment executive and litigator Kenneth L. Doroshow, who helped win a U.S. Supreme Court ruling granting video games First Amendment protection, has joined Jenner & Block LLP as a partner in the Washington office. He will be a member of the firm’s content, media and entertainment practice.

Doroshow was senior vice president and general counsel of the Entertainment Software Association, the video game industry’s national trade group, from 2008 to 2011. Before that, he was senior vice president, litigation and legal affairs, for the Recording Industry Association of America, where he worked from 2005 to 2008.

While at ESA, Doroshow and Jenner partner Paul M. Smith, led the legal team that won a 2011 U.S. Supreme Court decision, in Brown v. Entertainment Merchants Association, finding that video games are entitled to First Amendment protection.

Steven B. Fabrizio, co-chairman of Jenner’s content, media and entertainment practice, called Doroshow one of the best in the field and said he’d been recruiting him “hard” for more than a decade. “Since the RIAA, we knew he was one of us in every regard.”

Doroshow’s connections to Jenner date back many years. Early in his career, Doroshow worked as a civil trial attorney and a criminal prosecutor in the computer crime and intellectual property section of the U.S. Justice Department.

While there in the 1990s, he worked with many colleagues who subsequently left for Jenner, including Thomas Perrelli, the former U.S. Associate Attorney General who was a managing partner of Jenner’s Washington office as well as co-chairman of the firm’s entertainment and new media practice.

Doroshow says it was in 2005, while at RIAA, that he began working most closely with Jenner lawyers. At RIAA, he worked on strategies for the protection and enforcement of sound recording copyrights, including numerous lawsuits throughout the country involving peer-to-peer software, Usenet services, satellite radio, link sites, search engines and transnational anti-piracy enforcement, the firm said.

Fabrizio notes though, that Doroshow’s earliest experience at Jenner wasn’t as a lawyer but as a musician. His band Amaretto played a Jenner holiday party in 1997.

“I was moonlighting before my kids came along,” Doroshow says of his time as a guitar player with the band and Justice Department attorney.

Doroshow, who was most recently managing director of the Burford Group, which is an investment adviser to a provider of investment capital for commercial litigation, says that he left Burford because he missed his litigation practice.

“I missed this area of law -- content protection and media and entertainment. I couldn’t give it up,” Doroshow said. There was never any question which firm he would join, he said.

“I’ve worked with Jenner & Block attorneys for many years on important issues. I know these lawyers very well. I don’t think there’s a firm out there with a practice group that deals so consistently, at the most cutting edge intersection of entertainment and technology.”

Jenner has about 450 lawyers in Chicago, Los Angles, New York and Washington.

Deals

Glaxo to Pay $3 Billion for Human Genome to Own Lupus Drug

GlaxoSmithKline Plc (GSK) agreed to buy Human Genome Sciences Inc. (HGSI) for $3 billion in cash, winning control of its U.S. partner on the Benlysta lupus therapy after a three-month takeover battle and two decades of collaboration.

Cleary Gottlieb Steen & Hamilton LLP and Wachtell Lipton Rosen & Katz provided legal counsel to Glaxo. Gibson, Dunn & Crutcher LLP represented Lazard and Morgan Stanley (MS) as financial advisers to Glaxo.

Human Genome received legal advice from Skadden Arps Slate Meagher & Flom LLP and DLA Piper LLP and financial advice from Goldman Sachs Group Inc. (GS) and Credit Suisse Group AG. (CSGN)

The Cleary Gottlieb corporate team includes partners Victor Lewkow and Benet O’Reilly.

Wachtell Lipton’s team is led by corporate partner Adam O. Emmerich and also included corporate partner David K. Lam and litigation partner William Savitt.

The Gibson Dunn deal team is led by New York corporate partners Dennis Friedman and Eduardo Gallardo.

From Skadden, Washington mergers and acquisitions partners Marc Gerber and Michael Rogan handled the deal.

The DLA Piper team representing Human Genome Sciences was led by global co-chairman of the corporate practice Jay Smith and included partners Jason Harmon on corporate, Linda Thomas on executive compensation and Paolo Morante on antitrust.

Glaxo raised its bid 9.6 percent to $14.25 a share, almost twice the price of the stock on April 18, the last day of trading before public disclosure of Glaxo’s initial $13-a-share offer. Human Genome shareholders have until midnight New York time on July 27 to tender their shares, London-based Glaxo said in a statement yesterday. Including debt and cash, the deal is valued at about $3.6 billion.

Drugmakers, facing generic competition in the U.S. and price cuts in Europe, have been acquiring companies to add new medicines. Buying Rockville, Maryland-based Human Genome gives Glaxo full control over marketing Benlysta, which won U.S. approval last year as the first new lupus drug in five decades. Glaxo and Human Genome are also collaborating on two experimental medicines that are in late-stage testing: albiglutide for diabetes and darapladib for heart disease.

Glaxo has won U.S. approval of more than 15 new drugs and vaccines in the U.S. since 2008, and last year won clearance for three new products, including Benlysta. The company is trying to rebuild its diabetes business after the Avandia drug was withdrawn from the market in Europe in 2010 and sales were limited in the U.S. because of an increased risk of heart attacks. The drugmaker sold the first HIV drug a quarter century ago and is also staging a comeback in that market.

Glaxo’s strategy has been to acquire companies with which it already collaborates on medicines. The U.K.’s biggest drugmaker this year has agreed to pay 61 million pounds for the 80 percent share of Cellzome it didn’t own and increased its stake in Theravance Inc. (THRX), its partner on respiratory medicines.

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Par Pharmaceutical to Be Bought by TPG for $1.9 Billion

Par Pharmaceutical Cos. (PRX), a maker of generic drugs, agreed to be acquired for $1.9 billion by TPG Capital as the private- equity firm looks to gain from efforts to curtail health-care costs.

Orrick, Herrington & Sutcliffe LLP acted as Par’s legal adviser, JPMorgan Chase & Co. acted as financial adviser. Cravath, Swaine & Moore LLP acted as independent legal counsel to Par’s Board of Directors.

Ropes & Gray LLP acted as legal adviser to TPG, Bank of America Corp., Deutsche Bank AG and Goldman Sachs Group Inc. acted as financial advisers and provided financing to TPG.

The Orrick partners are King Milling in New York and Richard Vernon Smith in San Francisco. Cravath mergers and acquisitions partners Scott A. Barshay and George F. Schoen led the firm’s team.

Ropes & Gray’s deal team was led by Boston corporate partner Will Shields and included Boston corporate partner Amanda Morrison and New York debt finance partner Jay Kim.

Par stockholders will receive $50 a share in cash, the Woodcliff Lake, New Jersey-based company said in a statement yesterday. The offer carries a 37 percent premium over Par’s closing share price on July 13. Par rose to $50.19 at 10:43 a.m. New York time yesterday, above TPG’s offer, indicating that investors are expecting a higher bid.

Under the agreement, Par will seek a better offer through Aug. 24, the company said. The price is low compared with recent deals for generic-drug makers and Par likely will draw other bidders, said Jim Molloy, an analyst with ThinkEquity LLC in Boston. Potential buyers may include Endo Health Solutions Inc. or Mylan Inc., he said.

“I think this is an opening bid,” Molloy said in a telephone interview. “Endo or someone that is looking to expand in the generic space would be able to pay higher.”

Nina Devlin, a spokeswoman for Canonsburg, Pennsylvania- based Mylan, and Kevin Wiggins, a spokesman for Chadds Ford, Pennsylvania-based Endo, both declined in an e-mail to comment on whether their companies would be making a bid for Par.

Par generated $926 million in revenue last year and has more than 50 products on the market and 30 in development.

TPG has health-care investments including Aptalis Pharma Inc., Biomet Inc. and IASIS Healthcare LLC. The firm oversees $51.5 billion of assets under management.

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News

New York Bar Forms Task Force on Lawyer Employment

Davis Polk & Wardwell LLP’s Carey R. Dunne, the president of the New York City Bar Association, has organized a committee to explore the cause of the drop in legal employment opportunities.

The committee, formed after the American Bar Association found that only 55 percent of recent law graduates found full- time legal employment, will be comprised of law school deans, government attorneys, large and small firm leaders and in-house counsel, among others.

“Too many law graduates face diminished opportunities to launch their careers and fear they will never get on track. Even those who are employed are justifiably worried about their longer-term prospects for a productive and satisfying career in the law,” Dunne said in a statement. “Whether these recent changes are temporary or reflect a more fundamental shift in the structure and operation of the legal profession, the time has come for the leaders of our profession to respond.”

Large firm leaders include Simpson Thacher & Bartlett LLP’s chairman, Richard I. Beattie; Skadden, Arps, Slate, Meagher & Flom LLP’s executive partner Eric J. Friedman; Paul, Weiss, Rifkind, Wharton & Garrison LLP’s chairman Brad S. Karp; U.S. managing partner of Freshfields Bruckhaus Deringer LLP, Julian Pritchard, and Kathleen M. Sullivan, a partner at Quinn Emanuel Urquhart & Sullivan LLP.

Mark Morril, vice president of the New York City Bar Association and senior vice president and deputy general counsel at Viacom Inc., will be chairman of the committee. It will convene in September and issue a report next summer, according to the bar association statement.

Fees

MF Global Parent’s Unpaid Fees Total $24.9 Million

Louis Freeh and lawyers from his firm, Freeh Sporkin & Sullivan LLP, who are representing him as trustee for MF Global Holdings Ltd. have run up $15.7 million in fees that can’t be paid because there isn’t available cash, according to the June operating report filed with the bankruptcy court in New York.

On top of fees for the trustee, lawyers for the official creditors’ committee have $9.2 million in currently unpayable fees.

MF Global Holdings is the parent of MF Global Inc., the liquidating commodities broker $1.6 billion short in accounts holding customer property. The expenses of the separate trustee for the broker are paid by the Securities Investor Protection Corp.

The MF Global companies under Freeh’s control generated $2.25 million in cash in June, when the outflow was $4 million. The net outflow in the month was $2.25 million.

Freeh ended June with $16.5 million in cash still available for use in paying expenses other than professional fees. During June, $1.66 million of cash was used from so-called cash collateral of secured lender JPMorgan Chase Bank NA. (JPM)

At the outset of bankruptcy in October, the holding company had no available cash other than $25.3 million in an account held by the bankrupt finance subsidiary MF Global Finance USA Inc. The account was maintained at JPMorgan, which claimed the money in the account was collateral for loans the bank made and could only be used with the bank’s permission. Arrangements were later made to use the bank’s cash collateral to pay expenses other than professional fees.

Last week, the bankruptcy judge approved $17.3 million in fees for the primary counsel for James Giddens, of Hughes Hubbard & Reed LLP, the trustee liquidating the brokerage subsidiary. The approved fees cover the period from the beginning of the case through Feb. 29. About $3 million in fees, or 15 percent, are being held back for payment later in the case. SIPC approved the amount of fees paid.

The MF Global Holdings parent and the commodity brokerage subsidiary went into separate bankruptcies on Oct. 31.

The holding company’s Chapter 11 case is In re MF Global Holdings Ltd., 11-15059, U.S. Bankruptcy Court, Southern District of New York (Manhattan). The liquidation of the broker is In re MF Global Inc., 11-02790, in the same court.

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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