Wachtell, White & Case, Ashurst: Business of Law

Freeport-McMoRan Copper & Gold Inc. (FCX), the world’s largest publicly traded copper producer, agreed to acquire Plains Exploration & Production Co. (PXP) and McMoRan Exploration Co. (MMR) for about $9 billion as the company returns to its roots in energy.

Wachtell, Lipton, Rosen & Katz acted as legal adviser to Freeport’s special committee of board of directors. Weil, Gotshal & Manges LLP served as legal counsel to McMoRan’s board. Latham & Watkins LLP was Plains’s legal adviser.

Wachtell’s team is led by corporate partner David E. Shapiro and consists of Shapiro, corporate; Nelson O. Fitts, antitrust; Jeannemarie O’Brien, executive compensation and benefits; Joshua A. Feltman, restructuring and finance; and Joshua M. Holmes, tax.

Michael Aiello led Weil’s team on behalf of McMoRan. Additional partners included: Rodney Moore, energy; Matt Bloch, capital markets; Richard Ginsburg, banking; Jared Rusman, tax; Charan Sandhu, IP; John Neuwirth and Greg Danilow, litigation; Annemargaret Connolly, environmental; Amy Rubin, employee benefits; Steven Newborn, antitrust; and Samuel Zylberberg, real estate.

Latham & Watkins advised Plains with a corporate deal team led by Houston partners Michael Dillard and Sean Wheeler with Chicago/New York partner Mark Gerstein. Advice was also provided by Los Angeles partners Laurence Stein and John Clair on tax; Los Angeles partners James D.C. Barrall and Laurence Seymour on employee benefits; Washington partner E. Marcellus Williamson on antitrust; Washington partner Patrick Shannon on finance; New York partner Blair Connelly on litigation; Houston partner Joel Mack, Washington partner Claudia O’Brien and Los Angeles partner Michael Romey on environmental matters; and London partner Christopher Langdon on mining-related matters.

Cleary Gottlieb Steen & Hamilton LLP is advising Barclays Capital, a financial adviser to Plains. The team was led by partner Victor Lewkow, who is based in New York.

Freeport will pay about $50 a share in cash and stock for Plains, representing a takeover premium of about 39 percent based on the companies’ closing share prices Nov. 4, Phoenix- based Freeport said yesterday in a statement. Holders of each McMoRan share will get $14.75 in cash and 1.15 units of a royalty trust.

The deal would give Freeport oil fields in the Gulf of Mexico, after Houston-based Plains bought assets from BP Plc (BP/) and Royal Dutch Shell Plc (RDSA) for $6.1 billion in September. McMoRan, a company that was spun out of Freeport-McMoRan Inc. 18 years ago, slumped 28 percent last month on concern that its Davy Jones well in the Gulf of Mexico is a dud.

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News

White & Case Moving Toward Lease at 3 World Trade Center

Larry Silverstein has formal proposals from two potential tenants for 3 World Trade Center, including law firm White & Case LLP, which if accepted would allow the developer to build the skyscraper to its full 80 stories, two people with knowledge of the negotiations said.

Group M, a division of WPP Plc (WPP), the world’s largest advertising company, and White & Case have sent statements saying they are interested in taking as much as 1.1 million square feet (102,000 square meters) combined at the tower, said the people, who asked not to be identified because the talks are private. No terms have been agreed upon, they said.

Silverstein, founder of Silverstein Properties Inc., has discussed capping the building at seven stories if anchor tenants aren’t found quickly enough, two people with knowledge of his position said in January. He must fill at least 400,000 square feet at the tower, which is slated to have 2.8 million square feet, before the Port Authority of New York and New Jersey will help him finance the project.

White & Case has expressed interest in taking about 500,000 square feet, while Group M is looking at 550,000 to 600,000 square feet, according to the people familiar with the plans.

Francine Minadeo, a spokeswoman for White & Case, said, “We don’t comment on this kind of speculation.” Bud Perrone, a Silverstein spokesman, declined to comment.

Silverstein has rights to develop three of the four towers planned for the 16-acre (6.5-hectare) site where the original World Trade Center stood before its 2001 destruction by terrorists. Four World Trade Center, the smallest of the buildings, is scheduled to be completed late next year. He also is constructing the base of 2 World Trade Center, the second- tallest, which won’t be developed to its full height until market conditions permit.

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Murky Laws Complicate Insider Cases, Rajaratnam Prosecutor Says

Insider-trading laws are “a little bit murky” and confusing to investment professionals, the lead prosecutor on the Raj Rajaratnam case said during a panel discussion in New York.

“There’s incredible confusion on what is or is not illegal, and it’s a real problem,” Jonathan Streeter, a former Manhattan assistant U.S. attorney now with Dechert LLP, said yesterday at the Bloomberg Hedge Funds Summit. “The law is very complicated and the lines are a little bit murky.”

He said the cases he worked on seemed sufficiently “over the line.”

New York defense lawyers Gerald Shargel and Ira Sorkin, a partner at Lowenstein Sandler PC, joined Streeter on the panel to discuss the government’s insider-trading investigations, which have centered largely on hedge funds since Galleon Group LLC co-founder Rajaratnam was arrested in 2009.

Sorkin, who represented Ponzi scheme leader Bernard Madoff, said prosecutors and civil enforcement agencies are working more closely than in the past on insider-trading cases, creating a more complicated legal landscape for defendants.

“Today, parallel investigations take place all of the time,” Sorkin said, with each agency “looking for a pound of flesh.”

More than 80 people have been sued by regulators or charged by prosecutors since 2008 for passing or getting inside tips about pharmaceutical, biotechnology or other health-care stocks.

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Compromise Needed to Avert Chinese Delisting, Paul Hastings Says

U.S. and Chinese regulators will have to come to a compromise in their conflict over auditor oversight to prevent Chinese companies traded in the U.S. from being delisted, according to law firm Paul Hastings LLP.

The Securities & Exchange Commission accused units of the Big Four accounting firms of not cooperating with an investigation into fraud by China-based companies in a Dec. 3 administrative order. The U.S. and China disagree over whether auditors can share financial documents with regulators, and the firms -- which include Ernst & Young Hua Ming LLP and KPMG Huazhen -- say Chinese law prevents them from complying with the SEC’s demands.

Should the auditors be barred from reviewing the financial statements of Chinese stocks listed in the U.S. the companies would have to withdraw from the market, Steven Winegar, a Hong Kong-based partner at Paul Hastings, which has represented companies including Nasdaq-listed Jiayuan.com International Ltd. (DATE), said on a conference call hosted by Jefferies Group Inc. yesterday.

“That of course has a catastrophic effect on the market value and on the companies themselves,” he said. “It’s almost unthinkable that it will get to that stage.”

The key issue is whether U.S. or Chinese regulators should have primary supervising responsibility for the accused auditing firms, according to Winegar. The SEC order “gives a fair amount of time for continuing negotiations and continuing settlements” between the Chinese and U.S. authorities, while “there’s no assurance this will be resolved any time soon,” he said.

SEC General Counsel Mark Cahn to Return to Private Sector

SEC General Counsel Mark D. Cahn will leave the Securities and Exchange Counsel at the end of the year, the agency said in a statement. Cahn has served as SEC’s general counsel since February 2011.

“Mark has always provided the Commission clear and thoughtful legal advice as we set out to better protect investors,” said SEC Chairman Mary L. Schapiro. “The commission has benefited greatly from his careful guidance and his good judgment.”

Cahn was involved in developing the commission’s rules to establish a whistle-blower program. He also provided advice on every rulemaking release that came before the commission, the agency said.

Prior to joining the SEC in 2009, Cahn was a partner at the law firm of Wilmer Cutler Pickering Hale and Dorr LLP. WilmerHale didn’t respond to an e-mail asking whether Cahn will be returning.

Division of trading and markets Director Robert Cook is also leaving, according to the SEC. Before joining the commission in January 2010, Cook was a partner at Cleary Gottlieb Steen & Hamilton LLP.

Moves

King & Spalding, Ashurst, Norton Rose Hire in Asia

Recent lateral law firm partner moves have included several in Asia, notably in Singapore.

King & Spalding LLP hired Kelly Malone, a specialist in cross-border development and financing of major energy projects, as a partner in its energy practice in Singapore. He joins from the Singapore office of Norwegian firm Wikborg Rein & Co., where he was a partner and head of that firm’s global projects team, the firm said. Malone is bringing with him a team of two senior lawyers and an associate.

Dispute resolution partners Rob Palmer and Chris Bailey join Ashurst LLP’s Singapore office, from Herbert Smith Freehills. Bailey will relocate to Tokyo after he has re- registered as a foreign registered lawyer. Palmer has experience in construction and infrastructure matters. Bailey will become Ashurst’s first disputes partner in Tokyo. His practice will be mainly focused on assisting Japanese clients in disputes arising outside of Japan as well as supporting international clients in relation to contentious matters in Japan, the firm said.

Norton Rose LLP appointed Li Jinnan, previously of King & Wood Mallesons, as a banking partner in Beijing. Jinnan has experience in banking and finance and primarily advises on secured and unsecured lending, project financing, ship financing, sovereign loans/ inter-bank loans both inbound and outbound and commodity financing, the firm said.

Firm News

New Managing Partner to Steer Levenfeld Pearlstein

Trusts and estates partner Rob Romanoff will become managing partner of Chicago-based Levenfeld Pearlstein LLC on Jan. 1. Romanoff succeeds co-founding partner Bryan Schwartz.

The transition is the result of a multiyear succession planning effort that included a formal training program to cultivate firm leaders. Schwartz will remain chairman of LP, and will return to active practice in the firm’s corporate and restructuring practices.

“Bryan has guided LP through the first 14 years of its existence, and his foresight is largely responsible for the uncommon position LP enjoys today as a thriving firm with a clear set of values that favor innovation, creativity, and a dedication to giving back to our communities,” said Romanoff.

The firm has 56 lawyers at two Illinois offices.

Litigation

Republican Lawmakers Tell Court Obama Appointments Unlawful

Republican lawmakers who failed to block President Barack Obama from installing administration officials without Senate approval in January asked a federal appeals court to rule the appointments unconstitutional.

Gibson Dunn & Crutcher LLP partner Miguel Estrada, who is representing Senate Minority Leader Mitch McConnell and 41 other Republican senators, told a three-judge panel of the U.S. Court of Appeals in Washington yesterday that the president usurped the Senate’s powers with his appointment of three National Labor Relations Board members. Senate Republicans were allowed to argue the case along with the canning company that challenged the appointments.

Upholding the appointments would take a “break-glass-in- case-of-emergency” power and turn into “a background rule that allows our president to evade the role of the Senate,” Estrada told the judges during a one-hour argument while McConnell looked on from the audience.

Yesterday’s argument was the second heard by a federal appeals court over objections to the president’s naming the NLRB members on Jan. 4 while the Senate was holding so-called pro- forma sessions that sometimes involved a single senator appearing in the chamber every third day. A three-judge panel of the U.S. Court of Appeals in Chicago heard argument on Nov. 30 in two cases brought by union members who are seeking to reverse board rulings made by the Obama appointees.

Obama cited his constitutional power to make so-called recess appointments while the Senate is out of session when he put the officials in their posts.

Beth Brinkmann, a Justice Department lawyer, argued that the Senate wasn’t in session or acting as a legislative body between Jan. 3 and Jan. 23 because no legislation was passed, no votes were held and no nominations were considered.

“Under the petitioners’ view, they create an appointment vacuum,” Brinkmann said.

The case is Noel Canning v. National Labor Relations Board, 12-1115, 12-1153, U.S. Court of Appeals for the District of Columbia (Washington).

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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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