Cleary, Wachtell on Medtronic Deal: Business of Law

Cleary Gottlieb Steen & Hamilton LLP and A&L Goodbody advised Medtronic Inc. (MDT), the second-largest maker of medical devices, on its agreement to buy Covidien Plc (COV) for $42.9 billion in cash and stock.

Covidien’s legal advisers included Wachtell, Lipton, Rosen & Katz and Skadden Arps Slate Meagher & Flom LLP.

The Cleary Gottlieb M&A team was headed by partners Victor Lewkow and Matthew Salerno. Additional partners included Yaron Reich and Jason Factor, tax; Laurent Alpert and Meme Peponis, finance; Arthur Kohn, employment; and George Cary and Enrique Gonzalez-Diaz, antitrust.

A&L Goodbody advised Medtronic on Irish takeover rules with a team that included partners Cian McCourt, Alan Casey and Mark Ward, corporate: Seamus O’Croinin, finance; and Peter Maher and Paul Fahy, tax.

Wachtell Lipton’s team is led by corporate partners Adam O. Emmerich and Benjamin M. Roth and included partners Nelson O. Fitts, antitrust; Adam J. Shapiro, executive compensation and benefits; Rachelle Silverberg, litigation; Eric M. Rosof, restructuring and finance; and Jodi J. Schwartz, tax.

Skadden is advising Covidien on tax aspects of its acquisition by Medtronic. The Skadden tax team includes partners Sally Thurston and Nathaniel Carden.

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Willkie, Wachtell on Level 3’s $5.7 Billion TW Telecom Deal

Willkie Farr & Gallagher LLP acted as legal counsel to Level 3 Communications Inc. (LVLT), which helps route traffic across the Web, on its agreement to buy TW Telecom Inc. in a deal valued at about $5.7 billion.

Wachtell, Lipton, Rosen & Katz acted as legal counsel to TW Telecom.

Willkie partners on the deal were David Boston and Laura Delanoy. Wachtell Lipton’s team is led by corporate partner Steven A. Rosenblum and consists of partners Stephanie J. Seligman, corporate; Ilene Knable Gotts, antitrust; Adam J. Shapiro, executive compensation and benefits; Joshua A. Feltman, restructuring and finance; and Eiko Stange, tax.

Weil Gotshal & Manges LLP is advising Evercore, financial adviser to TW Telecom, with a team that includes partner Frederick Green.

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Moves

Sidley Austin, Day Pitney: Lateral Partner Moves

Sidley Austin LLP added four Bingham McCutchen LLP partners with real estate and litigation experience in New York, including Bingham’s real estate group chairman, Richard S. Fries. Scott L. Stern and Neil S. Cohen also join the real estate practice while Todd B. Marcus handles complex commercial litigation, with a focus on real estate finance litigation.

“We are enhancing our strong real estate and real estate litigation capabilities in New York and globally,” Michael J. Schmidtberger, managing partner of Sidley Austin’s New York office, said in a statement.

Robert M. Appleton, a former U.S. federal government and United Nations prosecutor, joined Day Pitney LLP’s white-collar and internal investigations practice in New York. He was most recently in private practice at his own firm.

Wolff & Samson PC added Beverly W. Lubit, previously of Greenberg Traurig LLP, to the firm’s intellectual property group as a member in West Orange, New Jersey.

Law Firm News

Vedder Price’s Former Office Manager Indicted for Embezzlement

Chicago law firm Vedder Price PC’s former office manager was indicted with three other people and accused of embezzling more than $7 million, the office of the state’s attorney in Cook County, Illinois, said in a statement.

Patricia Lapinski and her sister, who wasn’t an employee of the law firm, are accused of creating a company called DAS Designs, which they used to supply mostly furniture to Vedder Price, at inflated prices.

Lapinski also worked with two of the firm’s vendors to charge for services that weren’t rendered, giving her a cut of the proceeds, according to prosecutors.

“We internally discovered and put a stop to the scheme in 2012 and, shortly thereafter, terminated the employee and reported it to the authorities,” the firm said in an e-mailed statement. The firm said it has recouped a “substantial portion” of the money and expects to recover more.

Fees

Oracle Agrees to Pay $15 Million to Settle Pillar Data Suit

Oracle Corp. (ORCL), the largest maker of database software, agreed to pay $15 million in attorneys’ fees to help settle a shareholder lawsuit challenging its purchase of a company controlled by founder Larry Ellison.

Oracle, based in Redwood City, California, in June 2011 bought San Jose, California-based Pillar Data Systems Inc. in a deal investors claimed was engineered solely to benefit Ellison, who owned 55 percent of the data-storage systems provider.

Ellison in October agreed to forgo a potential $575 million payout from the sale to resolve shareholders’ claims. The settlement was contingent on Oracle’s winning a court order requiring insurers to pay $20 million to cover legal fees, according to filings in Delaware Chancery Court in Wilmington.

A judge rejected that request in January and dismissed Oracle’s lawsuit seeking to force a payment by Beazley Plc, a London-based insurer. Under a revised settlement, Oracle will instead pay $5 million less in legal fees itself, according to court papers filed yesterday.

Oracle shareholders were represented by Grant & Eisenhofer PA.

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

To contact the editors responsible for this story: Michael Hytha at mhytha@bloomberg.net Stephen Farr, Charles Carter

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