Cooley, Steptoe, Gibson Dunn, Sidley: Business of Law

Cooley LLP hired Jeremy Naylor as a tax partner in the New York office.

He joins from White & Case LLP, where he specialized in advising private equity, real estate, venture capital and hedge fund sponsors on the tax aspects of structuring investment funds, the firm said.

Naylor has experience with tax issues in domestic and cross-border mergers and acquisitions, U.S. real estate and joint venture transactions, and executive compensation agreements. At Cooley, he will work closely with the firm’s venture capital group.

“Our venture capital group has been involved more frequently with structurally complex international funds that raise intricate tax issues,” Craig Dauchy, head of the firm’s venture capital practice, said in a statement. “Jeremy has the international tax background to assist these clients in designing the most tax efficient structures for their funds.”

Cooley has 700 attorneys in 11 major business and technology centers in the U.S. and Shanghai.

News

Smithfield Sale to Get U.S. Look for Hog-Farm Spying Posts

A U.S. national security panel will vet Smithfield Foods (SFD) Inc.’s purchase by a Chinese buyer for its effects on the food supply and proximity to military bases, though the review is unlikely to derail the deal, lawyers familiar with the process told Bloomberg NewsAndrew Zajac and Sara Forden.

“I don’t see deal-killer objections to this transaction,” said Stewart Baker, an attorney at Steptoe & Johnson LLP in Washington and a former Department of Homeland Security official. “The Obama administration doesn’t want to say ‘no’ to every Chinese deal.”

The review by the inter-agency Committee on Foreign Investment in the U.S., or CFIUS, will include scrutiny of Smithfield Foods facilities near military bases and other sensitive locations, said Stephen Mahinka, an attorney with Morgan Lewis & Bockius LLP, who according to his firm profile has won clearance from CFIUS for almost 40 deals.

In probing the acquisition by Shuanghui International Holdings Ltd., the panel will also look at the importance to the U.S. food supply of the Smithfield, Virginia-based company, the world’s biggest hog and pork producer, said Farhad Jalinous, a lawyer at Kaye Scholer LLP in Washington who represents companies in CFIUS cases.

“The integrity of the food-supply chain gives rise to national security considerations,” Jalinous said. “Is this likely to be blocked? Not likely, but based on the conclusions the government makes about the risk profile, CFIUS could require a mitigation agreement to resolve perceived risks.”

Republican Senator Charles Grassley of Iowa, saying a sustainable food supply is critical to national security, urged CFIUS to consider issues such as the role the Chinese government plays in the Hong Kong-based acquirer.

“To have a Chinese food company controlling a major U.S. meat supplier is a bit concerning,” he said in a statement.

Grassley’s home state produces $4.1 billion of pork annually.

Closely held Shuanghui said in a statement May 29 it would seek the non-mandatory CFIUS review for the acquisition. Valued at $7.1 billion including debt, the deal would be the largest Chinese takeover of a U.S. company, according to data compiled by Bloomberg.

The move follows CFIUS blocking at least three transactions in the past four years that would have resulted in Chinese companies gaining control of assets near military facilities. Huawei Technologies Co. and Bain Capital Partners LLC also dropped a bid to buy computer-equipment maker 3Com Corp. in 2008 in the face of CFIUS opposition. An attempt by Huawei to buy patents from 3Leaf Systems Inc., a computer services company, the year before met the same fate.

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Banker Quattrone Gives $15 Million to Penn to Study Justice

Frank Quattrone, the investment banker who spent five years battling security regulators in court, gave $15 million to the University of Pennsylvania Law School to study the U.S. criminal justice system.

The Quattrone Center for the Fair Administration of Justice will fund research and propose solutions to improve the legal system, the university, based in Philadelphia, said yesterday in a statement. The donation came from the Frank and Denise Quattrone Foundation.

Quattrone, 57, is the founder and chief executive officer of Qatalyst Partners LLC, a San Francisco-based investment bank which helped manage Autonomy Corp.’s $10.3 billion sale to Hewlett-Packard Co. (HPQ) in 2011. Quattrone formerly led the technology groups at Morgan Stanley, Deutsche Bank AG and Credit Suisse Group AG and worked on the public offerings of Cisco Systems Inc., Netscape Communications Corp. and Amazon.com Inc.

Quattrone spent five years, between 2003 and 2008, in legal battles with securities regulators and the Justice Department. His 2004 conviction for hindering an investigation of Credit Suisse’s initial public offering practices was reversed on appeal in 2006 and all remaining charges were dismissed in August 2007.

“Our system of justice may very well be the best in the world but with each passing day the frequency and sometimes tragic consequences of its mistakes, as well as the risk of random unfair outcomes for all Americans, are becoming better understood,” Quattrone said in the statement.

Deals

Buffett’s MidAmerican Expands With $5.6 Billion Nevada Deal

Warren Buffett’s energy unit will consolidate a western expansion begun in 2005 with its planned $5.6 billion acquisition of Nevada’s largest utility, potentially reigniting takeovers in the sector. Gibson, Dunn & Crutcher LLP, Sidley Austin LLP and Hogan Lovells LLP were among the firms advising on the deal.

MidAmerican Energy Holdings Co.’s purchase of Las Vegas-based NV Energy Inc. (NVE), would make it the largest U.S. utility owner with 8.4 million customers, according to data compiled by Bloomberg. The Berkshire Hathaway Inc. (BRK/A) unit agreed to pay $23.75 a share, 23 percent more than NV Energy’s May 29 closing price, the companies said in a statement.

Gibson Dunn’s team, which advised MidAmerican, was led by Peter Hanlon, New York corporate partner and co-chairman of the firm’s energy and infrastructure practice. Additional partners included Robert Little, corporate; William Scherman and William Hollaway, energy regulation; Joseph Kattan, antitrust; Michael Collins and Stephen Fackler benefits; David Sinak, tax; Raymond Ludwiszewski, environmental; and Darius Mehraban, finance.

The Sidley Austin deal team advising NV Energy was led by corporate partners Thomas A. Cole and Imad I. Qasim. Additional partners included Matthew G. McQueen, corporate; Stewart R. Shepherd, employee benefits; Laura L. Leonard, environmental; and Sharp Sorensen, tax.

Hogan provided advice on regulatory issues. The team was led by Steven Agresta. John Lilyestrom supported on FERC issues.

From MidAmerican, the team includes general counsel Douglas Anderson, Paul J. Leighton, Jeffery B. Erb and Rob Lasich.

Local Nevada counsel for MidAmerican was Ellen Schulhofer of Brownstein Hyatt Farber Schreck LLP. Reno-based Woodburn and Wedge also advised NV Energy.

Buffett, Berkshire’s chief executive officer and chairman, has been boosting investments in capital-intensive businesses as he seeks to allocate funds at his Omaha, Nebraska-based company, which had $49.1 billion in cash as of March 31. MidAmerican will have assets of about $66 billion after the completion of the deal, which is expected in the first quarter of next year, according to the statement.

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Firm News

Baker & McKenzie Elects Corporate and Securities Leader

Amar Budarapu has been elected chairman of Baker & McKenzie LLP’s North America corporate and securities practice. He succeeds Marc Paul, who will continue his private equity and venture capital transactions, mergers and acquisitions, and securities transactions practice.

Budarapu has advised companies and underwriters in structuring and executing corporate transactions for more than 20 years, the firm said in a statement. He has also represented issuers and underwriters in connection with registered and private equity and debt offerings, the firm said.

He will continue as chairman of the firm’s global capital markets practice. He was previously chairman of the corporate and securities practice from 2004 to 2006.

“As companies grow domestically and into emerging markets, our North America corporate attorneys are well positioned to advise multinational companies on the range of corporate matters, including M&A, securities, private equity, and corporate governance and compliance issues,” Budarapu said in a statement.

Baker & McKenzie has more than 4,000 lawyers at 74 offices in 46 countries.

Moves

Justice Department Attorney Suleiman Rejoining Covington

The deputy chief of staff to the assistant attorney general overseeing the Justice Department’s criminal division, Daniel Suleiman, is returning to Covington & Burling LLP in July. He will join the Washington office as special counsel with a focus on defending individuals and corporations facing white collar criminal charges, Foreign Corrupt Practices Act investigations and congressional inquiries.

“Dan is an extremely talented lawyer, a consensus builder, with a whip-smart command of white collar strategies,” Lanny Breuer vice chairman of the firm and former assistant attorney general, said in a statement. “We are proud that Dan is returning to Covington after devoting three years to public service.”

At the Justice Department, Suleiman helped oversee about 600 lawyers and 1,000 employees, and managed an annual budget of about $600 million, the firm said. His work there included a focus on FCPA and financial fraud enforcement.

Covington has more than 800 lawyers at 10 offices in the U.S., Europe and Asia.

McCarter & English Real Estate Lawyer Rejoins Firm in Newark

Real estate partner Simone Wilson-Brito rejoined McCarter & English LLP as a partner in Newark, New Jersey. She has been real estate counsel with Rockefeller Group Development Corporation since 2008.

Her practice will focus primarily on complex commercial real estate transactions with a concentration in the financing, leasing and acquisition of real property.

McCarter & English has more than 400 attorneys in Boston; Hartford, Connecticut; New York; Newark; Philadelphia; Stamford, Connecticut; and Wilmington, Delaware

Personal Planning Partner Joins Perkins Coie in Chicago

Perkins Coie LLP announced that Domingo P. Such III joined the firm’s Chicago office as a partner in the firm’s personal planning group. He was most recently a partner at McDermott Will & Emery LLP. 

Such’s practice focuses on succession, financial, estate, and tax planning matters as they relate to ownership in various forms, the firm said. He has experience in advising families and individuals on gift, estate, and generation-skipping transfer tax planning and charitable giving, as well as corporate and tax issues affecting closely held businesses, with an emphasis on succession planning.

Perkins Coie’s personal planning group works primarily with individuals on estate planning, family and related needs. Such is the fourth new partner and the ninth attorney to join Perkins Coie’s Chicago office since January, the firm said.

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

Reed Smith Adds Corporate and Securities Partner in New York

Reed Smith LLP announced that James A. Mercadante has joined the firm as a partner in the corporate and securities group in New York. Mercadante was a partner at Orrick, Herrington & Sutcliffe LLP before joining the firm.

Mercadante’s practice focuses on capital raising and transactional activities of private equity funds, hedge funds and private companies, the firm said.

“We are continuing to see an increase in lateral activity, including in the private equity and capital markets sectors, and Jim’s substantial knowledge and experience in capital raising and private equity are tremendous additions to the firm and the New York office,” Edward J. Estrada, managing partner of the firm’s New York office, said in a statement.

Reed Smith has more than 230 corporate and securities lawyers. The firm has more than 1,800 lawyers in 25 offices throughout the U.S., Europe, Asia and the Middle East.

Corporate Litigator Joins Holland & Knight in Boston

Holland & Knight LLP added Robert J. Kaler as a partner in the firm’s Boston litigation practice group. He was previously a partner with McCarter & English LLP.

Kaler focuses on complex commercial litigation including trials and arbitration. He handles disputes in areas including corporate governance, commercial and international transactions and contracts, fraud, antitrust, unfair competition law, securities and shareholder derivative suits, the firm said in a statement.

Holland & Knight’s Boston litigation practice group has more than 60 attorneys. The firm has 1,000 lawyers in 17 U.S. offices as well as Abu Dhabi, Beijing, Bogota and Mexico City.

Litigation

S&P Asks Judicial Panel to Send States’ Rating Cases to N.Y.

McGraw Hill Financial Inc. (MHFI) and Standard & Poor’s asked a panel of judges to pack up 15 state lawsuits in which they’re accused of inflating securities ratings and ship them to New York where the companies are based.

Lead defense lawyer Floyd Abrams, a partner at Cahill Gordon & Reindel LLP, made that argument for S&P and its corporate parent yesterday before the Judicial Panel on Multidistrict Litigation at a hearing in federal court in Louisville, Kentucky. The panel didn’t issue a ruling.

Most of the states sued in February in conjunction with a U.S. complaint filed in Los Angeles federal court that alleges S&P downplayed risks associated with the mortgage-backed securities to increase its revenue and market share.

The state complaints have “identical claims and almost identical language,” Abrams told the panel. Most importantly, they are “based on identical facts” and should be treated collectively, said Abrams. McGraw Hill and S&P have called the state and federal allegations meritless.

Cases were filed in February by Arizona, Arkansas, California, Colorado, Delaware, Idaho, Iowa, Maine, Missouri, North Carolina, Pennsylvania, South Carolina, Tennessee, Washington and the District of Columbia. Mississippi had filed a suit earlier.

“Traditionally, we don’t centralize based on a common issue of law,” panel Judge Charles Breyer told Abrams. Shouldn’t the panel wait for rulings on several pending requests to have the states’ cases returned to their state courts, Breyer asked.

Abrams responded that some of those state judges have already said having multiple judges decide the same remand issue is a waste of judicial resources.

Delaware Deputy Attorney General Greg Strong led the states’ opposition to consolidation. He told the panel the attorneys generals were capable of working together without it.

The chief law officer for each jurisdiction wants to enforce the law of his state, Strong said. He added later that there would be “significant harm and significant expense” in compelling attorneys general from states as far as Arizona and Idaho to travel to New York.

Panel Judge Lewis Kaplan called that argument “a wee bit exaggerated,” noting the litigants would still need to come to New York for depositions of McGraw Hill and S&P witnesses and that the cases would be returned to their home courts for trial.

Attorneys general for every jurisdiction except the District of Columbia, including a mix of Republicans and Democrats, have opposed the consolidation bid.

The multidistrict case is In Re: Ratings Agency Litigation, MDL No. 2446, Judicial Panel on Multidistrict Litigation (Louisville, Kentucky).

For more, click here.

Video

Ex-Kirkland Partner: Rainmakers Are Paid Too Much

The spread between the highest- and lowest-paid equity partners at the U.S.’s biggest firms has grown too large, according to Steven J. Harper, an adjunct professor at Northwestern University School of Law and former partner at Chicago’s Kirkland & Ellis. In recent decades, it’s increased from 3-to-1 to 10-to-1 or more, he tells Bloomberg Law’s Sarah Kopit. It’s been driven by a “lateral hiring frenzy” that has “destabilized the profession,” with managing partners “fearful” that they’ll “lose somebody with a big book of business to someone else,” says Harper, author of the new book “The Lawyer Bubble.”

For more, click here.

To contact the reporter on this story: Elizabeth Amon in New York at eamon2@bloomberg.net

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

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