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Bingham, Sidley, Jones Day, Sullivan: Business of Law

Eleven lawyers said yesterday they plan to leave Bingham McCutchen LLP for Sidley Austin LLP.

The group includes Susan Merrill, who joined Bingham in 2010 from the Financial Industry Regulatory Authority, and Neal Sullivan, the leader of Bingham’s broker-dealer practice group.

According to the Bingham website, Sullivan represented Morgan Stanley in obtaining regulatory approvals for its joint venture with Citigroup Inc.’s Smith Barney and has represented clients in Securities and Exchange Commission investigations. Merrill heads Bingham’s New York securities enforcement practice and previously was the head of enforcement at Finra as well as at the New York Stock Exchange.

Carter Phillips, the co-chairman of Sidley’s executive committee, said in a phone interview today that the hirings evolved from a few individuals to the larger group.

“It became clear through a headhunter that a more substantial number might be interested in making the move, and one thing led to another,” he said. The departures, Phillips added, had “almost nothing to do with Bingham.”

“Their only concern was that they had gotten as far as they could in terms of expanding their practice,” he said. “The partners hope to take on a more global presence in terms of financial institutions and wanted to expand beyond broker- dealers to more issuer work, which is our bread and butter.”

Ten of the lawyers are joining as partners; one is joining as counsel. While no associates are moving at this time, Phillips didn’t rule it out, saying a decision would only be made after the partners arrive on April 5.

Last week, four partners specializing in patent law left Sidley to start the Los Angeles office of Wilson Sonsini Goodrich & Rosati LLP.

Bingham has approximately 1,000 lawyers, according to Claire Papanastasiou, a spokeswoman for the firm.

“We wish them well,” she said in a phone interview yesterday. She otherwise declined to comment on the departures. Merrill and Sullivan didn’t respond to e-mails, and Bingham Chairman Jay Zimmerman didn’t reply to an e-mail seeking comment on the departures.

The New York Times Dealbook reported the moves late yesterday.

Deals

Five Law Firms Work on Take-Private Deal for American Greetings

Jones Day, Sullivan & Cromwell LLP, Willkie Farr & Gallagher LLP, Baker & Hostetler LLP and Latham & Watkins LLP each worked on the deal to take private American Greetings Corp. (AM), the biggest publicly traded greeting-card maker.

The deal’s total value of about $878 million includes the $524 million purchase price, the assumption of the company’s notes due in 2021, the settlement of some stock options and the repayment of borrowings under a credit facility.

The group taking the company private is led by American Greetings’ Chief Executive Officer Zev Weiss, as well as Chairman Morry Weiss and Chief Operating Officer Jeffrey Weiss, all part of the family that founded the company in 1905.

The group has offered $18.20 a share in cash, and a 15 cent-a-share dividend may also be offered, which would give stockholders $18.35 a share, the Cleveland-based company said yesterday in a statement.

The Weiss brothers had made an offer of $17.18 a share in September, saying that they wanted to return American Greetings to family ownership. They raised that offer to $17.50 in January.

The acquisition is being financed by the Weiss family, cash funded by a $240 million non-voting preferred stock investment by a unit of Koch Industries Inc. and $600 million in debt financing, the company said.

Jones Day is acting as legal counsel to the Weiss family. The Jones Day deal team advising the family is led by Cleveland partner James Dougherty and includes partners Lyle Ganske in Cleveland and Robert Profusek in New York.

Sullivan & Cromwell represented the special committee of the board of directors of American Greetings evaluating the offer. New York partners H. Rodgin Cohen, Joseph B. Frumkin and Brian E. Hamilton represented the special committee.

Willkie Farr & Gallagher represented Peter J. Solomon, the financial adviser to the special committee of the board. The Willkie team was led by New York partners Steven Seidman and Laura Delanoy.

Baker & Hostetler is legal adviser to American Greetings, with Cleveland/Chicago partner Robert Weible, and Cleveland partners John Gherlein and Kathleen O’Connor.

Latham & Watkins advised Koch AG Investment. Latham’s team was led by Chicago partner Bradley Faris, Chicago/New York partner Mark Gerstein and Chicago partner Shaun Hartley.

Law Firm News

K&L Gates Opens Delaware Office With Four Partners

K&L Gates LLP has opened an office in Wilmington, Delaware, with four partners who previously worked at Potter Anderson & Corroon LLP in the same city.

Joining K&L Gates are Scott E. Waxman, Eric N. Feldman, Nicholas I. Froio, and Christina M. Houston. The Wilmington office is K&L Gates’ 26th in the U.S. and 48th worldwide, and marks the firm’s seventh new office in 2013, following openings in Seoul, Houston and four locations in Australia through the Jan. 1 combination with Middletons.

“Delaware continues as the national center for formation of business enterprises, and these days newly formed alternative business entities outnumber traditional corporations by three to one,” Peter J. Kalis, K&L Gates’ chairman and global managing partner, said in a statement.

The lawyers in K&L Gates’ Wilmington office have experience advising clients on Delaware’s alternative entities, including limited liability companies, general and limited partnerships, statutory trusts, and special purpose corporations, in a broad range of general commercial and financing transactions, including mergers and acquisitions, joint ventures, securitizations, structured financings, venture capital and private equity funds.

The firm said that the four also advise financial institutions and service providers in a wide variety of capacities, such as collateral agent, servicer, trustee, securities intermediary, and independent manager/director.

Markun Zusman Freniere Adds Office in Boston Area

Markun Zusman Freniere & Compton LLP is opening an office in Wellesley, Massachusetts, near Boston. David J. Freniere has joined the 18-attorney firm as a partner.

Freniere specializes in broker-dealer business operations, supervision, compliance, risk management, regulation and litigation. He previously was deputy general counsel and head of litigation for LPL Financial LLC, an independent brokerage and investment advisory firm. Prior to that, he was an enforcement attorney with the U.S. Securities and Exchange Commission.

Freniere will focus on representing financial planners, brokerage firms and investment advisers before regulatory agencies, disciplinary authorities, Financial Industry Regulatory Authority arbitrations and administrative proceedings.

Sedgwick Opens Miami Office with Addition of Trial Attorneys

Sedgwick LLP opened an office in Miami with attorneys from Abadin Cook. Founding partners Ramon Abadin, Kimberly Cook and three associates will join Sedgwick, establishing the firm’s 16th office worldwide and its second in South Florida. Sedgwick has an existing office in Fort Lauderdale.

The new hires are trial attorneys and represent clients in complex personal-injury and commercial litigation.

“The attorneys of Abadin Cook share our commitment to client service and focus on complex litigation and trial skills,” Sedgwick chairman Michael Tanenbaum said in a statement. “They will make a great addition to our firm and their presence in Miami will complement the services we currently provide to our clients in the region and open a gateway to the Central and South Americas.”

Three associates, Erin Dardis, Suzette Russomanno and Viviana Varela, will also join Sedgwick.

Sedgwick has more than 370 attorneys.

Top Dealmakers Named by American Lawyer for 2012

The American Lawyer, in its April issue, named 14 lawyers as the top dealmakers for 2012.

Those on this year’s list, complied by the publication’s editorial staff, are Stacy Kanter and Nancy Lieberman of Skadden, Arps, Slate, Meagher & Flom LLP; Jerry Marlatt of Morrison & Foerster LLP; Paul Shim of Cleary Gottlieb Steen & Hamilton LLP; Bruce Gilchrist of Hogan Lovells LLP; Susheel Kirpalani of Quinn Emanuel Urquhart & Sullivan LLP; Nicholas Kronfeld of Davis Polk & Wardwell LLP; David Lam of Wachtell, Lipton, Rosen & Katz; Mark Menting and William Torchiana of Sullivan & Cromwell LLP; Charles Ruck of Latham & Watkins LLP; William Sorabella and Stephen Fraidin of Kirkland & Ellis LLP; and Stephen Venuto of Orrick, Herrington & Sutcliffe LLP.

The 14 were named for their work on 12 deals, and according to a statement by the trade publication, inclusion was based on “innovation and creativity” in a range of deals. For 2011, the magazine named 12 lawyers for 10 deals.

Moves

Manhattan U.S. Attorney Preet Bharara yesterday announced the appointment of Joon H. Kim as his office’s chief counsel.

Kim returns to the U.S. Attorney’s Office from Cleary Gottlieb Steen & Hamilton LLP, where he was a partner in the litigation and enforcement group. From 2000 to 2006, Kim was an assistant U.S. attorney in the Southern District of New York, where he investigated and prosecuted crimes including racketeering, murder, money laundering, securities fraud, firearms and narcotics offenses, tax evasion, and terrorism.

He prosecuted violent organized crime syndicates, including Asian gangs and the Mafia. Kim convicted high-ranking organized crime figures, including Peter Gotti, then boss of the Gambino Family, for conspiring to kill Salvatore “Sammy the Bull” Gravano.

At Cleary Gottlieb, Kim’s practice focused on white-collar criminal defense and regulatory enforcement, as well as commercial civil litigation and international arbitration. He has also represented corporations and individuals in a wide range of investigations and disputes, including securities fraud, insider trading and accounting fraud.

Morrison & Foerster Adds Privacy and Cybersecurity Lawyers

Privacy and consumer-protection attorney Andrew B. Serwin joined Morrison & Foerster LLP as a partner, along with of counsel Peter F. McLaughlin and associate Daniel Muto.

Miriam Wugmeister, head of the firm’s Global Privacy and Data Security Group, said in a statement that the additions come at an important time for the privacy field.

“All indications are that compliance and enforcement actions in the United States will increase at both the federal and state levels,” Wugmeister said.

Prior to joining Morrison & Foerster, Serwin was a partner in the San Diego and Washington offices of Foley & Lardner. He has written a number of books, including “Information Security and Privacy: A Guide to Federal and State Law Compliance” and “Information Security and Privacy: A Guide to International Law and Compliance.”

Serwin will divide his time between the firm’s Washington and San Diego offices, while McLaughlin will be in New York and Muto will be in San Diego.

To contact the reporter on this story: Ellen Rosen in New York at erosen14@bloomberg.net

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net

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