Latham & Watkins LLP advised Schiff Nutrition International Inc. (SHF) on its sale to Bayer AG for $1.1 billion. Sullivan & Cromwell LLP advised Bayer.
Investors will receive $34 a share in cash, Leverkusen, Germany-based Bayer said in a statement yesterday. The price is 47 percent more than Schiff’s closing level Oct. 26, the most recent day of stock trading in the U.S.
Latham’s corporate team was led by partners Tad Freese and Jamie Leigh. Advice also was provided on employee benefits matters by partner Robin Struve, on tax matters by partner Laurence Stein, on intellectual property matters by partner Anthony Klein and on antitrust matters by partners Karen Silverman and Joshua Holian in San Francisco.
S&C was led by Matthew Hurd. The employee benefits partner was Matt Friestedt. IP special counsel Blaze Waleski and tax partner Ron Creamer also assisted on the deal.
Bayer will strengthen its U.S. consumer-health unit with the Salt Lake City-based business. Signed about six weeks after Bayer agreed to buy Teva Pharmaceutical Industries Ltd. (TEVA)’s animal-health business, the deal fits Bayer’s strategy of building its life sciences unit with small- and mid-sized acquisitions, Chief Executive Officer Marijn Dekkers said.
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Orrick Herrington Taps Mitchell Zuklie as New Leader
Mitchell Zuklie, the leader of Orrick, Herrington & Sutcliffe LLP’s corporate business unit, was selected as chairman to replace Ralph H. Baxter Jr., who has led the firm since 1990.
Zuklie will take over in January 2014 following a partnership ratification. Zuklie advises entrepreneurs, technology companies such as Fisker Automotive Inc., and venture-capital firms including Benchmark Capital, Kleiner Perkins Caufield & Byers and Sequoia Capital. He has led venture-capital financings, public offerings, mergers and acquisitions and licensing deals.
“Mitch has a tremendous sense of the firm and is a superb lawyer as well as an insightful leader,” Baxter said in a statement. “I look forward to collaborating with him in the coming year.”
Under Baxter’s leadership, Orrick has grown from a 250- lawyer U.S. firm to one with 1,100 lawyers and 25 offices worldwide.
Orrick said its nominating committee selected Zuklie after an 18-month process. Other partners considered for the position were Los Angeles finance partner Alan Benjamin, San Francisco litigator Walter Brown and New York litigator James Stengel, the American Lawyer magazine said.
In his current role, Zuklie oversees Orrick’s capital markets, compensation and benefits, emerging companies, mergers and acquisitions/private equity and tax groups. He is a member of the firm’s board and management committee and last year was on the 14-partner panel that conducted a yearlong review of Orrick’s strategy.
BigLaw Banker Has ‘Robust’ List of Firms That May Fail
Dan DiPietro, chairman of The Law Firm Group at Citi Private Bank, said he has a “somewhat robust” watch list of law firms that may fail in the coming months.
“In this kind of economic environment, it’s hard to imagine we wouldn’t have some” additional firms shutting their doors, DiPietro said, though he doesn’t expect to see a “huge spike” in the number.
Global law firms are perhaps most at risk, facing high expenses and soft demand worldwide, with the U.S. fiscal cliff looming, Eurozone problems continuing and the slowdown in China developing, he tells Bloomberg Law’s Lee Pacchia.
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General Counsels Donate to Candidates on Both Sides
Occidental Petroleum Corp. general counsel Donald de Brier gave $40,800, the largest amount to political candidates among chief corporate counsel during the 2011-2012 cycle, Corporate Counsel reported.
His donations went to support both Republican and Democratic politicians, including $5,000 each to Senator Dianne Feinstein and Representative Nancy Pelosi, as well as $30,800 to the Republican National Committee, the magazine said.
Viacom Inc. general counsel Michael Fricklas gave $30,630 to Democratic candidates, including $17,500 to the Democratic National Committee, according to Corporate Counsel.
Altria Group Inc.’s Denise Keane was the third-biggest donor among public company general counsels, giving $14,320, including $8,320 to Altria’s political action committee, the magazine said.
PepsiCo Lawyer Hired by Covington to Head Public Policy Group
Covington & Burling LLP hired Dan Bryant, most recently PepsiCo Inc.’s senior vice president of global public policy and government affairs, to head the firm’s public policy and government affairs practice.
Bryant, previously assistant attorney general at the U.S. Justice Department, joins as a partner in the Washington office.
“Dan’s talents and ability to build relationships in both the corporate and political worlds makes him ideally suited to help us build on the strengths of our premier public policy and government affairs practice,” said Timothy Hester, chairman of the firm’s management committee.
In his seven years at PepsiCo, Bryant led the company’s government-affairs team and directed its public policy efforts around the world. Bryant previously served as assistant attorney general for legal policy and assistant attorney general for legislative affairs during the administration of President George W. Bush.
Earlier, Bryant served as chief counsel to the House Judiciary Committee’s panel on crime and was on the staff of the Senate Government Affairs Committee’s permanent subcommittee for investigations.
Covington & Burling has more than 800 lawyers at eight offices in the U.S., Europe and Asia.
Jones Day Hires Labor & Employment Partner in New York
Jones Day hired Doreen Davis, former national co-chair of Morgan, Lewis & Bockius LLP’s labor-management relations and labor disputes practice, as a partner in its New York office.
Davis focuses on representing employers in trials and other proceedings before the National Labor Relations Board, union organizational activities and collective bargaining. She advises clients on the labor aspects of mergers, acquisitions and plant consolidations and provides strategic advice in corporate campaigns.
“Doreen is an outstanding addition to our labor and employment practice,” Larry DiNardo, the head of Jones Day’s labor and employment practice, said in a statement. “Her deep background on NLRB and union matters brings additional depth to our already very significant labor and industrial relations capabilities.”
Jones Day has 2,400 lawyers in 35 offices worldwide.
Locke Lord Hires Insurance Partner in London
Insurance and reinsurance lawyer Ian McKenna joined the London office of international law firm Locke Lord LLP. He was previously at Mayer Brown LLP.
McKenna’s practice focuses on contentious reinsurance and insurance matters, including coverage disputes, reinsurance recoveries, breach of contract, avoidance and related disputes, both in commercial courts and in arbitration, the firm said.
Locke Lord has more than 650 lawyers in 13 offices in the U.S., London and Hong Kong.
Artemis Wins Trial Over California’s $4 Billion Junk-Bond Claim
Francois Pinault’s Artemis SA holding company prevailed at a trial over $4.33 billion in profits and interest sought by the California insurance commissioner from a junk-bond portfolio sold to French investors in 1991.
A federal jury in Los Angeles Oct. 29 rejected the claim that if not for a conspiracy by the French investor group, then- Insurance Commissioner John Garamendi, the conservator of Executive Life Insurance Co., would have accepted a bid in 1991 for the insolvent insurer’s assets from a group of guaranty associations that would have kept the profits from a junk-bond portfolio in the company.
“We are very thankful for all the jurors’ hard work,” Gibson, Dunn & Crutcher LLP partner Robert Weigel, Artemis’s lawyer, said outside the courtroom. “We’re confident they came to the right result.”
The case, which first went to trial in 2005, dates back to the sale of failed Executive Life, at one point the largest California life insurer, and its junk-bond portfolio to a unit of Credit Lyonnais SA and a group of French and Swiss insurers organized and secretly backed by the French bank to avoid regulatory restrictions on the bank owning an insurer.
Artemis, the company through which Pinault controls PPR (PP) and its luxury goods brands including Gucci and Yves Saint Laurent, acquired part of the junk-bond portfolio in 1992 and a controlling stake in the rehabilitated insurance company. Artemis is the only one of the French defendants that didn’t settle with the insurance commissioner.
California claimed the profits that the French investors made from the junk bonds, which “went through the roof” after Garamendi sold them for $3.25 billion to Credit Lyonnais’s Altus unit, rightfully should have gone to Executive Life policy holders and the guaranty associations that made up shortfalls for some of the insured.
“I respect the service performed by the jury who served on this case, though I disagree with its findings,” Dave Jones, the current Insurance Commissioner, said in a statement. “We are considering all options in the wake of this disappointing decision.”
Arthur Shartsis, of Shartsis Friese LLP, a lawyer for insurance commissioner, said after the verdict was read that he would consider an appeal.
“The whole thing turned on the jury instructions,” Shartsis said outside the courtroom. “They were allowed to assume away the existence of the fraud.”
The case is Garamendi v. Altus Finance SA, 99-02829, U.S. District Court, Central District of California (Los Angeles).
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