Weil, Proskauer, S&C, Jones Day, Bingham: Business of Law

Weil Gotshal & Manges LLP and Proskauer Rose LLP represented American Realty Capital Properties Inc. (ARCP), which offered to buy Cole Credit Property Trust III Inc. for at least $5.7 billion, seeking to create one of the largest real-estate investment trusts that leases space to single tenants. Sullivan & Cromwell LLP is advising Cole Holdings as owner of the external manager to Cole Credit Property Trust III.

New York mergers and acquisitions partner Michael Aiello led Weil’s team, which also included New York mergers and acquisitions partner Matthew Gilroy.

The Proskauer team was led by partner Peter Fass, corporate and included partners Daniel Ganitsky, corporate/mergers and acquisitions and Andrew Bettwy, finance.

S&C was led by partners Alison Ressler in Los Angeles and Benjamin Weber in New York.

American Realty bid $12 in cash or 0.80 of its common stock for each Cole Credit share, according to a statement yesterday. The offer is valued at more than $9 billion, American Realty said.

Cole Credit, a Phoenix-based nontraded REIT that owns more than 900 single-tenant office, retail and industrial properties, agreed earlier this month to buy Cole Holdings, the company that sponsors it, with plans to go public after the merger.

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Moves

Jones Day Adds Two Health-Care Partners in Atlanta

Rebekah N. Plowman and Kristen Pollock McDonald joined Jones Day’s Atlanta office as partners in the health-care practice. Both were formerly partners in the Atlanta office of Nelson Mullins Riley & Scarborough LLP, where Plowman headed the national fraud and abuse practice, the firm said.

The two partners will represent health care providers and life sciences companies in fraud and abuse investigations and litigation and regulatory compliance matters.

“Our health care and life sciences clients face tremendous challenges and opportunities in the wake of new legislation and regulation and we are delighted that Rebekah and Kristen have chosen to bring their nationally recognized industry practices to Jones Day,” Atlanta partner-in-charge Lizanne Thomas said in a statement.

Plowman concentrates on health care matters such as government investigations, False Claims Act and Qui Tam actions, and clinical research misconduct and certification and licensure appeals before federal and state administrative tribunals, among other matters.

McDonald’s practice focuses on litigation related to the Federal and State False Claims Acts, OIG/DOJ investigations, commercial disputes between health care providers, defense of government audits, and appeals before federal and state administrative bodies.

Jones Day has more than 2,400 lawyers in 36 offices worldwide.

Bingham Hires Three Corporate Lawyers in Silicon Valley Office

Bingham McCutchen LLP added to its technology, life sciences, clean technology and emerging-markets capabilities with the addition of three lawyers to the corporate practice group, including James Chapman and Michael DiSanto.

Chapman, formerly of Foley & Lardner LLP, has experience representing venture capital, investment banking, technology, life sciences and cleantech clients in the U.S. and Asia. He is joined by a Foley colleague Stephen Clinton, who represents emerging growth companies and will be of counsel at Bingham.

DiSanto joins from Dinsmore & Shohl LLP, where he represented publicly traded and emerging-growth companies in a variety of industries, including digital media, clean technology, life sciences, Internet and financial services, the firm said.

All three have experience in mergers and acquisitions and other deals, including cross-border transactions.

“With their deep connections in the Valley, Jim, Mike and Steve will allow us to leverage the strengths of our corporate technology and life sciences practices on both the East and West coasts,” Steve Browne, co-chairman of Bingham’s corporate area said in a statement. “In addition, Jim has built a substantial China practice, which is highly synergistic with our Beijing office. Current and prospective clients with business worldwide, particularly in China, will have the immediate benefit of their experience and our global network.”

Bingham has approximately 1,000 lawyers in 14 offices in the U.S., Europe and Asia.

Alexander Calfo Joins Barnes & Thornburg’s Litigation Practice

Alexander G. Calfo has joined Barnes & Thornburg LLP’s Los Angeles office as a partner. Calfo, who will be joined by three associates, was a name partner in litigation defense boutique Yukevich Calfo & Cavanaugh.

Calfo’s practice focuses on product liability matters and complex business and insurance coverage cases.

Barnes & Thornburg’s Los Angeles office currently has 27. The firm has more than 600 attorneys and other legal professionals at 12 U.S. offices.

Tax Lawyer Joins Sidley Austin LLP in Houston

Sidley Austin LLP said Houston tax lawyer Timothy J. Devetski is joining the firm as a partner. Devetski, who was previously with Vinson & Elkins LLP, will be in Sidley’s Houston office and will be part of its global tax and tax controversy practice groups.

Devetski principal area of practice is federal tax law, with an emphasis on mergers and acquisitions, private equity and capital markets transactions. He has experience in energy sector transactions and capital markets, the firm said.

Sidley has approximately 1,700 lawyers in 18 offices worldwide.

Intellectual Property Partner Joins Perkins Coie in Denver

Perkins Coie LLP said it added Brian Kinnear to the firm’s intellectual property practice as a partner in the Denver office. He was previously a partner at Holland & Hart LLP.

Kinnear focuses his practice on patent prosecution, counseling and litigation, and provides intellectual property counsel to a range of businesses.

Perkins Coie has more than 900 lawyers in 19 offices across the U.S. and Asia.

Manatt Phelps Adds Real Estate Partner in Los Angeles

Manatt, Phelps & Phillips LLP announced that Anita Sabine has joined the Los Angeles office as a partner in the real estate and land use practice. Sabine joins the firm from O’Melveny & Myers LLP.

Sabine’s practice focuses on real estate investment and development. She has more than a decade’s experience representing developers, lenders and real estate investment trusts in matters including acquisitions, entitlement and finance to leasing and like-kind exchanges.

Manatt, Phelps has 400 lawyers and professionals at nine offices in the U.S. and Mexico.

WilmerHale Hires Ropes & Gray Partner Manheim in Washington

Wilmer Cutler Pickering Hale and Dorr LLP announced that Bruce Manheim has joined the firm’s Washington office as a partner in the regulatory and government affairs department. Manheim, who has more than 30 years of regulatory, legislative and litigation experience, was previously a partner at Ropes & Gray LLP.

Manheim will strengthen WilmerHale’s representation of life science companies on Food and Drug Administration issues, government and internal investigations, administrative and other litigation, transactions, and environmental compliance issues involving biotech products, the firm said.

WilmerHale has more than 1,000 lawyers at offices in 12 cities in the U.S., Europe and Asia.

News

Chevron Hires Former Justice Minister to Lift Argentine Embargo

Chevron Corp. (CVX), the U.S. oil producer seeking to invest in Argentina’s shale fields, hired former Justice Minister Leon Arslanian as it seeks to end a court-ordered embargo on its assets in the country related to a $19 billion award over pollution in Ecuador, court documents show.

Three units of the San Ramon, California-based company filed a motion at a Buenos Aires chamber court asking the Federal Supreme Court to review the case. The motion has the signature of Arslanian, who was justice minister from 1991 to 1993.

The plaintiffs are seeking to enforce a $19 billion award against Chevron, which they say is responsible for damaging the environment in Ecuador’s Lago Agrio region. Chevron, which signed a $1 billion joint venture Dec. 21 with YPF SA to develop Argentina’s Vaca Muerta shale formation, says the Ecuador judgment is “illegitimate” and the embargo is “improper” in its 40-page appeal.

German Gonzalez Campana, a lawyer from Arslanian’s law firm, said in a phone interview from Buenos Aires that Arslanian was hired by Chevron, and that he is unavailable for comment.

Arslanian was the judge who condemned in 1985 the military dictators who killed 30,000 people during Argentina’s 1976-1983 dictatorship.

Lifting the embargo is crucial for a the joint venture with YPF, Argentina’s state-owned oil company, Chevron said March 12.

Judge Adrian Elcuj Miranda ordered 40 percent of Chevron’s Argentina bank accounts to be held in escrow on Dec. 14, a decision that was ratified on Jan. 29 by an appeals court, according to the new appeal filed by Chevron lawyers.

Securities Class-Action Settlements Found to Be at 14-Year Low

The number of securities class-action settlements fell to a 14-year low in 2012 while their average dollar value rose to an all-time high, a research study found.

The 53 court-approved settlements reported last year represent a more than 45 percent decline from the 10-year average since 2002, and the average settlement increased to $54.7 million in 2012 from $21.6 million in 2011, Cornerstone Research concluded in a report released yesterday.

“Based on the volume of recent securities class action filings, the unusually low number of settlements reported in 2012 is unlikely to persist in the future,” said Laura E. Simmons, senior adviser of Cornerstone. That’s based on higher numbers of filings in recent years that may come to settlement later, she said. For 2008 and 2009, there are 70 cases yet to be resolved, she said.

“Settlement trends are often best viewed over time periods longer than a year,” Joseph Grundfest, a law professor and director of the Stanford Law School Securities Class Action Clearinghouse, said in the statement. “A lull in last year’s data suggested a pickup for this year.”

The Cornerstone researchers said such cases historically take years to settle, and the decrease in the number of settlements last year may be traced to fewer lawsuits being filed in 2009 and 2010. Since 2007, the median time for settlement was 3.3 years, the researchers said.

They also cited a “significant slowdown in the initial public offering market in 2008 and 2009” as a possible cause for a dip in some 2012 settlements.

Cornerstone found that a third of the settlements in 2012 were in the financial services industry, with the technology and pharmaceutical industries being the next most prevalent sectors.

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Litigation

Dickstein Shapiro Files Freddie Mac Suit Over Libor Rigging

Freddie Mac (FMCC) sued Bank of America Corp., UBS AG (UBSN), JPMorgan Chase & Co. (JPM) and a dozen other banks over alleged manipulation of the London interbank offered rate, saying the mortgage financier suffered substantial losses as a result of the companies’ conduct.

Government-owned Freddie Mac accuses the banks of acting collectively to hold down the U.S. dollar Libor to “hide their institutions’ financial problems and boost their profits,” according to a complaint filed in federal court in Alexandria, Virginia.

“Defendants’ fraudulent and collusive conduct caused USD Libor to be published at rates that were false, dishonest, and artificially low,” Richard Leveridge, a lawyer for Freddie Mac and the managing partner of Dickstein Shapiro LLP, said in the complaint.

Manipulation of interest rates by some of the world’s biggest banks has spawned probes by half a dozen agencies on three continents in what has become the industry’s largest and longest-running scandal. More than $300 trillion of loans, mortgages, financial products and contracts are linked to Libor.

Libor is calculated by a poll carried out daily by Thomson Reuters Corp. on behalf of the British Bankers’ Association, an industry lobby group that asks firms to estimate how much it would cost to borrow from each other for different periods and in different currencies.

The complaint lists 15 banks as defendants as well as the British Bankers’ Association. They include Citigroup Inc. (C), Barclays Plc, Royal Bank of Scotland Group Plc (RBS), the Royal Bank of Canada, Deutsche Bank AG and Credit Suisse Group AG. (CSGN)

Freddie Mac accuses the banks of fraud, violations of antitrust law and breach of contract. The housing financier is seeking unspecified damages for financial harm, as well as punitive damages and treble damages for violations of the Sherman Act.

“The BBA is aware of the lawsuit in the United States and is unable to comment,” Brian Mairs, a spokesman for British Bankers’ Association, said in an e-mail.

Freddie Mac and its sister company, Washington-based Fannie Mae, could have lost a combined $3 billion because of Libor manipulation, the auditor of the FHFA said in a Nov. 3 internal memo urging the regulator to investigate further.

Freddie Mac and Fannie Mae use Libor to determine interest payments on their investments in floating-rate financial instruments such as bonds and swaps.

The case is Federal Home Loan Mortgage Corp. v. Bank of America Corp. (BAC), 13-cv-00342, U.S. District Court, Eastern District of Virginia (Alexandria).

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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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