Wachtell, Davis Polk, Reed Smith: Business of Law

Wachtell Lipton Rosen & Katz advised Umpqua Holdings Corp. (UMPQ), Oregon’s biggest bank, which agreed to pay about $2 billion in stock and cash to buy Sterling Financial Corp., the lender backed by Warburg Pincus LLC and Thomas H. Lee Partners LP.

Sterling used Davis Polk & Wardwell LLP for legal advice. Weil Gotshal & Manges LLP represented Thomas H. Lee and Kirkland & Ellis LLP advised Warburg Pincus.

Wachtell Lipton’s team was led by corporate attorneys Edward D. Herlihy, Matthew M. Guest and Brandon C. Price. Other lawyers on the deal included Jeannemarie O’Brien, executive compensation and benefits; and Joshua M. Holmes, tax.

The Weil team included Michael Aiello, M&A; and Heath Tarbert, financial institutions regulatory.

Davis Polk’s M&A team was led by William Taylor.

The Kirkland team was led by New York partners Eunu Chun, William Sorabella, Sergio Urias and Christian Nagler.

Sterling holders will receive 1.671 shares of Umpqua stock and $2.18 in cash for each of their shares, the companies said Sept. 11 in a statement. That values Spokane, Washington-based Sterling at $30.52 a share, 26 percent more than its $24.20 close on Aug. 30, when Bloomberg reported Sterling was for sale.

“With our size, shared cultures and financial strength, our combined organization will be uniquely positioned to deliver value,” Umpqua Chief Executive Officer Raymond P. Davis, who will lead the combined company, said in the statement.

Buying Sterling would double Umpqua’s size to about $22 billion in assets and almost 400 branches. Warburg Pincus and Thomas H. Lee, the private-equity firms, each held more than 20 percent of Sterling’s common stock at midyear.

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Firm News

King & Spalding Establishes Energy Team in Paris

Five energy lawyers from Herbert Smith Freehills joined King & Spalding LLP’s Paris office, establishing the group. The practice will be led by Mehdi Haroun, former head of the North Africa practice at Herbert Smith.

The team, which includes two counsels and two associates, has corporate and public law expertise, and expands the firm’s energy capabilities across Europe and North Africa.

“Their depth of experience covering transactional work, projects, financings and disputes provides added firepower in France and new opportunities for our established international energy practice,” Robert D. Hays, Jr.chairman of King & Spalding, said in a statement.

Haroun is a dual-qualified French and Algerian lawyer and has experience in matters in France and North Africa. Among the matters he’s handled was advising OMV AG on its $866 million purchase of Pioneer Natural Resources Co. in Tunisia and BHP Billiton Ltd., RWE Dea AG and BAT.

King & Spalding’s Paris office opened in 2009. Last year, the office recruited a seven-lawyer group, led by Benoit Marcilhacy and Pascal Schmitz, to start a local real-estate practice, as well as a three-partner French litigation team, the firm said.

King & Spalding has 800 lawyers in 17 offices in the U.S., Europe, the Middle East and Asia.

Cozen O’Connor Expands National Real-Estate Group

Cozen O’Connor expanded its national real-estate practice with the addition of seven partners at six offices since March. Most recently, Daniel W. Hardwick, previously of Bingham McCutchen LLP, joined in Washington.

Other recent real-estate partner hires include Richard L. Emge, who joined the Wilmington office in July. Brittiny Sessions joined the firm’s New York office also in July. Richard S. Roisman and James Kennedy joined the Philadelphia office in May and July respectively.

Thomas G. Wallrich joined as office managing partner in Minneapolis in June while Michael E. Botos, joined the new West Palm Beach office in March.

“This year, we have opened offices in West Palm Beach and Minneapolis, and expanded our business law practice across a number of key areas,” Cozen O’Connor Chief Executive Officer Michael J. Heller said in a statement. “Our growth in real estate is an extension of our strategy to continue to strengthen our national full-service platform.”

The firm’s most recent addition, Hardwick, has represented publicly-traded real estate investment trusts, pension fund advisers, private equity firms, developers and institutional lenders in complex acquisitions, sales, joint venture arrangements, financing transactions and leases, the firm said.

Emge, who was most recently a senior assistant city solicitor in Wilmington, has handled legal matters for the city related to real estate, land use, procurement and economic development.

Sessions has represented governmental agencies, developers, underwriters, trustees, lenders, not-for-profits and businesses in financing and developing capital projects.

Roisman, who was most recently a partner at McCarter & English LLP, has a background in financing work and transactions/workouts involving secured and unsecured loans, from all sides of the table.

Kennedy, who was senior vice president and general counsel to GMH Associates, Inc., has experience in complex corporate and real estate finance, securitization, financial services, mortgage banking and commercial real estate transactions.

Cozen O’Connor has 575 attorneys at 23 U.S. offices.

Shawn Oller Named Littler Mendelson’s Phoenix Head

Littler Mendelson PC named Shawn Oller office managing shareholder of the Phoenix office. Oller succeeds Mark Ogden, who held the position for 15 years and will return to his litigation practice full-time.

“Shawn’s outstanding legal background and proven management qualities will be instrumental in furthering the growth of the office,” Tom Bender and Jeremy Roth, co-managing directors of Littler, said in a joint statement. “And, we look forward to Mark’s ongoing senior leadership within the law firm.”

Oller, a trial lawyer, represents management and companies in employment litigation, arbitration and mediation.

Littler Mendelson has more than 980 attorneys and 57 offices throughout the Americas and China.

Moves

White-Collar Duo Joins Reed Smith From Linklaters in New York

Reed Smith LLP added government investigations and litigation partners Joseph P. Armao and Paul Alfieri to the firm’s global regulatory enforcement group in New York. Both join from Linklaters LLP, where Armao was head of U.S. litigation in the firm’s New York office.

“Strategic growth in New York with laterals of this caliber is a priority for Reed Smith,” Edward Estrada, managing partner of Reed Smith’s New York office, said in a statement. “Both Joe and Paul bring top-tier white-collar criminal expertise and a host of global clients. We certainly look forward to having them on board.”

Armao has been lead counsel in white-collar criminal and government regulatory proceedings. He specializes in complex accounting and securities fraud, the Foreign Corrupt Practices Act, the enforcement of U.S. economic sanctions, and international price-fixing investigations, the firm said.

Alfieri, who has worked closely with Armao, has experience in accounting and securities fraud matters, as well as in FCPA and antitrust enforcement investigations. He has also worked on shareholder securities class actions and derivative suits, as well as price-fixing litigation.

Their cases have included representation of The Yokohama Rubber Company, Ltd. in an investigation by the U.S. Department of Justice, European Commission, U.K. Office of Fair Trading, into an alleged price-fixing cartel involving marine products, the firm said.

Reed Smith has more than 1,800 lawyers in 25 offices in the U.S., Europe, Asia and the Middle East.

Corporate Partner Saslaw Joins Vinson & Elkins in Dallas

Dallas corporate lawyer Michael Saslaw joined Vinson & Elkins LLP. He was previously at Weil Gotshal & Manges LLP.

Saslaw’s practice includes mergers and acquisitions, private equity and general corporate counseling and governance. He has worked on matters in the energy and infrastructure, technology, retail, consumer products, media/telecomm and manufacturing industries.

“His deep Texas roots and longstanding relationships with a number of V&E clients make this an excellent fit for everyone involved,” V&E managing partner Scott Wulfe said in a statement.

Among his recent matters, Saslaw represented private equity firm EQT Partners in its $465 million acquisition of Synagro Technologies, Inc. pursuant to a bankruptcy plan and in its $270 million acquisition of Restaurant Technologies. He also advised Trimble Navigation Ltd., a developer of GPS systems and software including surveying, mapping and marine navigation equipment, in multiple acquisitions, including its $335 million purchase of TMW Systems Inc. and the acquisition of Google Inc.’s SketchUp 3D business, the firm said.

Vinson & Elkins has more than 675 lawyers at 16 offices worldwide.

Hunton & Williams Hires Former Justice Department Official

Former Justice Department lawyer Jamillia P. Ferris joined Hunton & Williams LLP as a partner in the antitrust and competition practice group in Washington.

Ferris was in the Justice Department’s antitrust division, where she was chief of staff and counsel to the assistant attorney general. In that role, she oversaw enforcement matters and competition policy matters, including those involving the high-tech, health insurance, and financial-services industries, according to the firm.

“Jamillia also has experience in consumer protection and privacy law, which will work well with our strong FTC-oriented practice,” D. Bruce Hoffman, head of the global competition practice at Hunton & Williams said in a statement.

Hunton & Williams has more than 800 lawyers at 19 offices in the U.S., Europe and Asia.

Mayer Brown Adds to White Collar Group With Former Prosecutor

Mayer Brown LLP announced that Marcus Christian joined the firm in Washington as a partner in the litigation and dispute resolution practice and white collar defense and compliance group. Previously, he was the executive assistant U.S. attorney at the U.S. Attorney’s Office for the Southern District of Florida.

In his previous job, Christian worked on the senior management team with responsibility for the criminal, civil, appellate, asset forfeiture and administrative divisions, the firm said. Among the additional roles he held in the office were deputy chief in the major crimes section.

Mayer Brown has lawyers in offices in the Americas, Asia and Europe.

Barnes & Thornburg Adds Nonprofit Hospitality Lawyer

Barnes & Thornburg LLP has added Barbara F. Dunn to its associations and foundations practice group as a partner in the Chicago office’s corporate department. Dunn previously worked for Howe & Hutton Ltd.

Dunn represents nonprofit and related organizations on matters including hospitality and travel law; contracts; employment law; computer law and trademark and copyright law; litigation and risk management; administrative law; taxes; antitrust and governance issues.

Barnes & Thornburg has more than 600 attorneys and legal professionals at its U.S. offices.

Jones Day Hires Appellate Partner Thomas Allen in Dallas

Thomas F. Allen Jr. joined the Dallas office of Jones Day as a partner in the issues and appeals practice. He was formerly a partner at Carrington, Coleman, Sloman & Blumenthal LLP.

Allen has experience representing clients before the Supreme Court of Texas, intermediate Texas courts of appeals, and federal courts of appeals.

“Thomas’s arrival in Dallas fits in with our firm strategy of positioning top-notch appellate talent wherever the clients are, rather than keeping them bottled up in a Washington bullpen,” Glen Nager, leader of Jones Day’s issues and appeals practice, said in a statement.

Jones Day has 40 offices in the major centers of business and finance throughout the world.

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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