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Wilson Sonsini Advises Salesforce on ExactTarget Takeover

Salesforce.com Inc. (CRM), the largest maker of customer-management software, agreed to buy ExactTarget Inc. (ET) for about $2.5 billion, making its biggest acquisition ever to expand in online marketing. Wilson Sonsini Goodrich & Rosati PC and Gibson, Dunn & Crutcher LLP worked on the deal.

From Wilson Sonsini representing Salesforce are corporate partners Larry Sonsini, Martin Korman, Michael Ringler, Todd Cleary and Kathleen Rothman; intellectual property-technology transactions partner Parag Gheewala; employee compensation and benefits partners John Aguirre and Michelle Wallin, tax partner Ivan Humphreys and employment law partner Laura Merritt.

The partners leading the team at Gibson Dunn representing ExactTarget are Howard Adler and Christopher Dillon. Others on the deal are benefits partner Michael Collins, corporate partner James Moloney, tax partner David Sinak and antitrust partner Adam Di Vincenzo.

Shearman & Sterling LLP represented JPMorgan Chase & Co. (JPM), the financial adviser to ExactTarget. From Shearman is partner Steve Camahort.

Salesforce Chief Executive Officer Marc Benioff has spent at least $4 billion in five years on more than 40 deals, including ExactTarget as well as social-media marketing firms Buddy Media Inc. and Radian6 Technologies Inc.

Salesforce, based in San Francisco, is buying ExactTarget, which helps companies run advertising campaigns via e-mail, social networks and mobile devices, as Benioff strives to take market share from Oracle Corp. (ORCL) and SAP AG (SAP) in Web-based business applications and add more tools for corporate marketers who work outside sales and customer-service departments.

For more on the deal, click here.

Lawsuits

Simon Investors Can Proceed With CEO Pay Suit, Judge Rules

Simon Property Group Inc. (SPG) investors can proceed with a lawsuit accusing company directors of improperly increasing Chief Executive Officer David Simon’s compensation without shareholder approval, a judge ruled.

Simon investors unhappy with the CEO’s 2011 compensation package, which included a $120 million stock award for staying with the real-estate firm, raised legitimate questions about the failure to hold a shareholder vote on the pay deal, Delaware Chancery Court Judge Leo Strine ruled May 30.

Given the company’s earlier statements that Simon’s pay would be tied to performance, a challenge to a stock grant based solely on his continued employment is “frankly, hard for anyone to argue with,” Strine said in rejecting the company’s bid to have the suit thrown out, according to a court transcript.

Last month, a majority of Indianapolis-based Simon’s shareholders approved modifications to the CEO’s compensation plan, which reduced the amount of performance-based awards he can earn. The executive can still receive the $120 million if he stays with Simon, the largest U.S. shopping-mall owner, through July 2019.

Simon officials said in an e-mailed statement the company will “vigorously defend” itself against the “meritless charges” that directors erred in failing to hold an investor vote on the executive-compensation plan’s changes.

Simon investors sued in Delaware last year over the CEO’s stock grant after 73 percent of the Simon shares voted at the company’s 2012 annual meeting opposed the retention award.

Company officials defended Simon’s compensation prior to last year’s “say-on-pay” vote, noting total stockholder returns for the past 10 years were 597 percent compared with 58 percent for the S&P 500.

Simon had been one of the company’s top executives during that period. The son of the company’s co-founder, Simon has been CEO since 1995 and chairman since 2007.

Simon directors had authority to amend the stock plan and the move was a “classic business-judgment decision,” Paul Rowe, one of the company’s lawyers, said at the hearing, according to the transcript. Rowe is a partner at Wachtell, Lipton, Rosen & Katz.

Stuart Grant, a lawyer for the investors, said the amendments involved a “fundamental change” to the company’s “pay-for-performance culture” that required shareholder approval. Grant is a partner at Grant & Eisenhofer PA.

The case is Louisiana Municipal Police Employees Retirement System v. Bergstein, CA No. 7764, Delaware Chancery Court (Wilmington).

Law Firms

Cozen O’Connor Opens Office in Minneapolis

Cozen O’Connor LLP is opening an office in Minneapolis with eight transactional and commercial litigation attorneys from Hinshaw & Culbertson LLP.

Thomas Wallrich, Steven Silton, Thomas Kane, Peter Crema, Nadia Hasan, Heather Marx, Joel Nesset and Kristi Zentner are all joining the firm as partners.

“This group will help to quickly establish Cozen O’Connor as a presence in the Minneapolis area,” Chief Executive Officer Michael J. Heller said in a statement.

Wallrich concentrates his practice in commercial transactions, banking, bankruptcy, real estate finance and development, and commercial litigation. In the past 20 years, he also has developed a practice in international trade in China, Mexico and Canada. He also represents clients before the International Trade Commission and the U.S. Trade Representative, according to the statement from the firm.

Silton, who will serve on Cozen O’Connor’s board, focuses his practice on sales and purchases of businesses, financing, securities placements and related work for mid-size corporations, banks, credit unions, financial groups and professional athletes and sports franchises. He also works with distressed businesses in their reorganization efforts.

Kane is a commercial trial lawyer with a focus on the representation of employers, the defense of large employment class actions and major commercial litigation. He also has represented real estate lenders and developers in litigation.

According to the firm’s statement, Crema, Hasan and Marx have experience in business litigation, employment and related matters. Nesset focuses on bankruptcy and finance matters, and Zentner focuses on business transactions.

Gardere Wynne Gets Two New Partners in Houston Office

Gardere Wynne Sewell LLP added two partners in its Houston office: Michael A. Stafford and Katharine D. David in the trial practice group.

Stafford served as county attorney in Harris County, Texas, before moving into private practice in 2009 as the co-founder of the public law practice group at his former firm. His clients include private companies, government entities and public officials, in addition to property owners and other entities involved in condemnation actions.

David represents public entities and companies that do business with them, including providing legislative and statutory analysis for clients in a variety of industries. Her expertise includes litigation and appellate matters on behalf of cities, counties and elected officials in condemnation, election law and constitutional tort matters. She also handles property tax disputes.

Both partners join Gardere from Haynes & Boone LLP.

Alston & Bird Adds IP Litigator Shelton in Los Angeles Office

Dominique R. Shelton, a litigator who focuses on privacy, unfair-competition and intellectual-property matters, joined the Los Angeles office of Alston & Bird LLP as a partner.

With experience in digital media and privacy issues, Shelton represents large corporations, startup ventures and closely held companies in industries including media and entertainment, technology, digital sales and marketing, advertising, telecommunications and manufacturing.

Her clients include television and film studios, cable channels, technology companies, semiconductor distributors and major arts institutions in Los Angeles.

She serves on the Magistrate Judge Merit Selection Panel for the U.S. District Court for the Central District of California. She’s also a member of the executive committee of the Entertainment & Intellectual Property Law Section of the Los Angeles County Bar Association and was its chairwoman from 2011 to 2012.

She sits on the board of the Federal Bar Association of Los Angeles and was co-chair of the Intellectual Property Law Section of the American Bar Association from 2009 to 2010.

Interviews

Former Lawyer Prefers the Salty Life of Slicing Lox, Herring

Mark Russ Federman, a Georgetown Law graduate, grew up helping his father buy whitefish and herring for the family’s “appetizing” shop. In 1978, he gave up a career as a trial lawyer to slice lox (and the occasional finger) behind the counter at his family’s Manhattan shop.

Founded in 1914 by Federman’s grandfather Joel Russ, an immigrant who sold pickled herring for a nickel from wooden barrels, Russ & Daughters is a rare survivor.

The narrow storefront is visited by tourists from around the world and its owners have been asked to discuss Jewish food at the Smithsonian Institution.

Federman, 67, came to lunch at Bloomberg’s world headquarters to discuss his recent memoir, “Russ & Daughters: Reflections and Recipes From the House That Herring Built.”

Federman, when asked how lox became a New York tradition, said that the original lox “were taken from the Pacific Northwest. They were preserved by throwing them in a giant cask of heavily salted water when there was no refrigerated transportation, and they were sent east on trains to New York, and then shipped to Europe. Some of it stayed in New York. It was cheap, and Jews are more experimental than other ethnic groups with their food.”

For more, click here.

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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