Cleary, Linklaters, Wachtell, Fasken: Business of Law

Cleary Gottlieb Steen & Hamilton LLP advised OAO Rosneft (ROSN), which agreed to buy TNK-BP, a 50-50 venture between BP Plc (BP/) and a group of billionaires, for $54.8 billion in the third-biggest oil acquisition ever. Linklaters LLP are principal legal advisers for BP.

The core Cleary Gottlieb team includes partners Russell Pollack and Daniel Braverman on corporate aspects. Partner Antoine Winckler is advising on antitrust matters, and partner Murat Akuyev on Russian law matters.

Linklaters’s team advising BP was led by partners Stephen Griffin and Jeremy Parr, corporate; and Michael Bennett, litigation.

By absorbing Russia’s third-largest oil company, state-run Rosneft will match the output of Exxon Mobil Corp. (XOM) and control more than 40 percent of Russia’s crude output. President Vladimir Putin, who’s sought to reassert government control over the world’s largest oil and gas industry, said today’s accord was important for the Russian economy.

“This deal is in line with the Russian government’s strategy of reversing the privatization of oil and gas resources that took place in the 1990s,” said Andrey Golubov, a finance lecturer at Cass Business School in London. The deal puts Rosneft “on par with global giants like Exxon Mobil.”

Rosneft, led by Chief Executive Officer Igor Sechin, will buy BP’s 50 percent stake in TNK-BP for $26.8 billion in cash and shares and has an initial agreement to acquire the billionaires’ half of the company for $28 billion in cash, according to a statement yesterday.

The U.K. company will take a 19.75 percent stake in Rosneft and obtain two seats on the board. The deal is London-based BP’s biggest for 13 years and BP Chief Executive Officer Bob Dudley’s boldest move yet to transform the company after the 2010 Gulf of Mexico oil spill.

The only oil and gas acquisitions that have been bigger than today’s deal are Exxon’s $80 billion merger with Mobil Corp. in 1998 and BP’s $56 billion purchase of Amoco Corp. the same year.

BP will receive $17.1 billion in cash and 12.8 percent of Rosneft’s shares for its half of TNK, according to a statement today. BP will reinvest $4.8 billion in the government’s shares of Rosneft, leaving it with $12.3 billion in cash, 19.75 percent of the state-backed company and two board seats.

For more, click here.

Fried Frank Advises Permira on $1.6 Billion Ancestry.com Deal

Fried, Frank, Harris, Shriver & Jacobson LLP and Clifford Chance LLP advised Permira Advisers LLP, which agreed to buy Ancestry.com Inc. (ACOM) in a transaction valued at about $1.6 billion, gaining the world’s largest family-history website.

William Stern, general counsel of Ancestry.com, led the transaction for Ancestry, Wachtell, Lipton, Rosen & Katz, which also served as a legal adviser to Ancestry.com, said in a statement.

Kirkland & Ellis LLP advises Spectrum Equity Fund, Ancestry.com’s largest shareholder, in connection with a voting agreement and rollover.

The Fried Frank team was led by corporate partners Robert Schwenkel and Brian Mangino.

Wachtell Lipton’s team is led by corporate partner Andrew J. Nussbaum and consists of partners Adam J. Shapiro, executive compensation and benefits, and Jodi J. Schwartz, tax.

Kirkland’s New York mergers and acquisitions partner Jeffrey D. Symons and San Francisco private equity partner David A. Breach advised Spectrum.

Permira, a London-based private equity firm, will pay $32 a share, the companies said in a statement. The price is 41 percent higher than Ancestry.com’s closing price on June 5, the last day of trading before press reports that the company had hired a financial adviser for a possible sale.

Ancestry.com had been working with Frank Quattrone’s Qatalyst Partners LLC to find buyers and had been discussing a possible deal with private-equity firms, people with knowledge of the matter have said. The company, which recently passed the 2 million-user milestone, considered a sale amid concerns that the cancellation of a television show featuring its research would crimp subscriber growth.

Tim Sullivan, Ancestry.com’s chief executive officer, and Howard Hochhauser, finance chief, will retain a majority of their equity stakes. The transaction, subject to shareholder and regulatory approval, is expected to close in early 2013.

Ancestry.com was founded in 1983 as a publisher of genealogical books and magazines, and later digitized its content. The company said on Aug. 17 it had completed its acquisition of Archives.com, another family-history website, from Redwood City, California-based Inflection LLC.

Permira, started in 1985, advises funds with committed capital totaling about $26 billion. Since 1997, more than 30 percent of investments have been in technology, media and telecommunications companies, according to the statement.

For more, click here.

Firm News

New York Firm Cohen & Gresser Opens Second Office in Seoul

New York law firm Cohen & Gresser LLP opened its Seoul office yesterday, joining a half-dozen other foreign law firms who’ve opened shop this year in Korea. Unlike its competitors, which have multiple oversees outposts, the 50-lawyer boutique firm’s Seoul office is its second.

South Korean lawmakers signed a trade agreement in November allowing U.S.-based firms to advise on U.S. and international trade law and to enter local alliances with South Korean firms. More than 17 foreign firms have applied for licenses. Cohen & Gresser is one of at least six other U.S.-based firms who have completed the process.

“Our firm is almost 10 years old and we’ve been representing Korean firms almost since we began,” founding partner Lawrence T. Gresser said in an interview about the reason behind the firm’s unusual expansion. Shortly after the firm’s start in 2002, TG Trigem Computer Inc. was looking for U.S. counsel and “we won the beauty contest,” he said.

Several years later, TG Trigem’s general counsel, S.C. Sohn, left for private practice. Three years ago, the firm successfully wooed him as a lateral partner and Sohn moved to New York to further develop a Korea practice for the firm. Among the firm’s clients are LG Electronics, which it is representing in a number of class actions as well as one of the Hyundai family companies in a large arbitration matter.

Now, Sohn has returned to Seoul to lead Cohen & Gresser’s new office. His practice focuses on international arbitration, cross-border litigation, products liability, intellectual property, and international business transactions. He also has experience in technology transfers and licensing.

Among the firm’s competition, are global law firms with outposts dotting the world and well established practices in Asia. They include Cleary Gottlieb Steen & Hamilton LLP, which opened a Seoul office earlier this month, the firm’s 16th office worldwide and third in East Asia.

Paul Hastings LLP, which advised Samsung Electronics in the $1.4 billion sale of its hard disk drive business to Seagate Technology, has also opened an office.

Other foreign firms include McDermott Will & Emery LLP, Ropes & Gray LLP, Simpson Thacher & Bartlett LLP, Sheppard Mullin Richter & Hampton LLP, Clifford Chance LLP and Squire Sanders LLP.

Gresser, a former Cleary lawyer, says the firm is committed to the Korean market and plans to relocate one or two lawyers in the next month. The firm plans to compete against its big firm rivals by using the same approach it does in New York. “We deliver the quality and attention to detail at the elite firms but with more efficiency, lower cost and more client responsiveness.”

Canada’s Fasken Merges with Bell Dewar of South Africa

Fasken Martineau DuMoulin LLP, a Canada-based law firm with 773 lawyers, is merging with South Africa’s 76-lawyer firm, Bell Dewar.

Blaize Vance, managing partner of Bell Dewar, will become the regional managing partner for Africa, the firm said.

“Our firm has long been known for our unique understanding of the African marketplace,” David Corbett, managing partner of Fasken Martineau said in a statement. “The addition of the Bell Dewar team of lawyers along with our existing teams in Johannesburg, London, Paris and Canada provides us with an unrivaled base of talent and experience to bring to the African and world markets.”

The Bell Dewar lawyers bring expertise in mining, infrastructure, energy, project finance, capital markets and M&A throughout Africa, the firm said.

Corbett has been managing partner since 2006. Under his leadership, Fasken Martineau merged with U.K.-based Stringer Saul LLP in 2007. The firm also merged in 2007 with Ottawa firm Johnston & Buchan. In 2009, the firm expanded into Paris through the merger with Gravel, Leclerc & Partners and the addition of several Paris-based lawyers from another firm.

News

Dewey Ad Hoc Partners Appeal From Settlement Approval

The Dewey & LeBoeuf LLP ad hoc committee of former partners filed an appeal yesterday from approval given by the bankruptcy judge on Oct. 9 for a $71.5 million settlement with about 440 former partners.

The official partners’ committee previously filed an appeal from the settlement which shields partners from most suits in return for contribution to the settlement fund.

Dewey has two official committees, one for unsecured creditors and the other for former partners. The firm once had 1,300 lawyers before liquidation began under Chapter 11 in May. There was secured debt of about $225 million and accounts receivable of $217.4 million at the outset of bankruptcy, the firm said. The petition listed assets of $193 million and liabilities of $245.4 million as of April 30.

The case is In re Dewey & LeBoeuf LLP, 12-12321, U.S. Bankruptcy Court, Southern District of New York (Manhattan).

Moves

Hunton & Williams Hires Paul Huck Jr. in Miami Office

Hunton & Williams LLP announced that Paul C. Huck Jr. joined the firm’s national litigation practice as a partner in the Miami office. A former general counsel to Florida Governor Charlie Crist, Huck joins the firm from litigation boutique Colson Hicks Eidson, the firm said.

Prior to his tenure as the governor’s general counsel from 2007-2008, he served as the deputy attorney general for the State of Florida.

“Paul’s experience is an asset to our clients facing litigation and investigation matters in the, environmental and water management, telecommunications, health care, and pharmaceutical sectors, among others,” Juan C. Enjamio, managing partner in the Miami office.

Hunton & Williams LLP has more than 800 lawyers in 19 offices in the U.S., Europe and Asia.

Video

Top Reasons General Counsels Fire Law Firms: Video

Lisa Hart Shepherd, chief executive officer of legal market research firm Acritas, discusses primary reasons why general counsels fire their law firms.

Shepherd, speaking with Spencer Mazyck in a Bloomberg Law video, also talks about ways law firms can retain business and other results of Acritas’ 2012 Sharplegal Global survey of a couple thousand general counsel in 45 countries.

Fees

LightSquared Professionals Agree to 1.8% Cut on Fees

Professionals working for LightSquared Inc. persuaded the U.S. Trustee not to object to approval of $5.7 million in fees by agreeing to a 1.8 percent reduction in compensation.

There will be a hearing in bankruptcy court today for approval of fees from the beginning of the reorganization through the end of August. In addition to the reduction, the bankruptcy court may also require a so-called holdback, where some of the approved fees won’t be paid until later in the case.

LightSquared’s chief bankruptcy lawyers are from Milbank Tweed Hadley & McCloy LLP.

The case has been marked by conflicts between the so-called LP lenders and the company and its owner Harbinger Capital Partners LLC. The lenders will ask the bankruptcy court at a Nov. 5 hearing for authority to sue Harbinger over alleged defects in loans and security interests. For details on the proposed lawsuit, click here for the Sept. 17 Bloomberg bankruptcy report.

The LP lenders are an ad hoc group owning $1.08 billion of the $1.7 billion secured borrowing in October 2010 by LightSquared LP.

LightSquared filed for bankruptcy protection in May, listing assets of $4.48 billion and liabilities totaling $2.29 billion. The company says it spent $4 billion developing the satellite system that LightSquared can’t implement for lack of Federal Communications Commission approval.

Philip Falcone’s Harbinger acquired LightSquared in March 2010 for $1.05 billion in cash.

The case is In re LightSquared Inc., 12-12080, U.S. Bankruptcy Court, Southern District of New York (Manhattan).

Litigation

Watson Can Sell Generic Actos Immediately, U.S. Judge Rules

Watson Pharmaceuticals Inc. (WPI) may begin immediately marketing a generic version of Takeda Pharmaceutical Inc.’s diabetes drug Actos, a federal judge ruled, handing the U.S. Food and Drug Administration a defeat.

A team of attorneys from Axinn Veltrop & Harkrider LLP, led by partner Chad A. Landmon, chairman of the firm’s FDA Practice Group, with assistance from partner Mark D. Alexander, represented Watson.

U.S. District Judge Amy Berman Jackson in Washington yesterday overturned an FDA decision that kept Watson from joining a period of shared exclusivity granted to the companies that are first to file for the right to market generic versions of branded drugs. Actos is the world’s top-selling diabetes medicine.

Jackson ordered the FDA to immediately allow Watson to participate in what remains of the 180-day exclusivity period previously awarded to competitors Mylan Inc. and Ranbaxy Laboratories Ltd. Only the order was made public. Jackson sealed her opinion because of trade secrets disclosed in the litigation, pending arguments by the parties.

The case is Watson Laboratories Inc. v. Sebelius, 1:12- cv-01344-ABJ, U.S. District Court, District of Columbia (Washington).

For more, click here.

Litigation

Watson Can Sell Generic Actos Immediately, U.S. Judge Rules

Watson Pharmaceuticals Inc. may begin immediately marketing a generic version of Takeda Pharmaceutical Inc.’s diabetes drug Actos, a federal judge ruled, handing the U.S. Food and Drug Administration a defeat.

A team of attorneys from Axinn Veltrop & Harkrider, led by partner Chad A. Landmon, chairman of the firm’s FDA Practice Group, with assistance from partner Mark D. Alexander, represented Watson.

U.S. District Judge Amy Berman Jackson in Washington yesterday overturned an FDA decision that kept Watson from joining a period of shared exclusivity granted to the companies that are first to file for the right to market generic versions of branded drugs. Actos is the world’s top-selling diabetes medicine.

Jackson ordered the FDA to immediately allow Watson to participate in what remains of the 180-day exclusivity period previously awarded to competitors Mylan Inc. and Ranbaxy Laboratories Ltd. Only the order was made public. Jackson sealed her opinion because of trade secrets disclosed in the litigation, pending arguments by the parties.

The case is Watson Laboratories Inc. v. Sebelius, 1:12- cv-01344-ABJ, U.S. District Court, District of Columbia (Washington).

For more, click here.

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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