Fenwick, Covington, Cadwalader: Business of Law

Facebook Inc.’s deal to acquire Instagram, the mobile photo-sharing application, for about $1 billion in cash and stock, was done in a mere 54 hours said Facebook’s lead partner on the deal, Greg Roussel of Fenwick & West LLP.

Roussel got the call on April 6, which marked both Good Friday and the first night of Passover. Fortunately, he said in a telephone interview, “we were able to pull a team together right before a few people disappeared for Seder,” referring to the meal that begins the Passover holiday.

Fenwick has done about “20 or so deals” for Facebook, Roussel said, and while this one was the biggest to date, “it had the same interesting issues that come up in their deals. They care about the team, the technology and the intellectual property and privacy concerns that you would expect someone like Facebook to care about.”

In addition to Roussel, the team included corporate associates Christian Lymn, Matthew Karwoski and Morgan Sawchuk; intellectual property partner Ralph Pais and associates Chris Joslyn and Michael Riskin; executive compensation and employee benefits partner Scott Spector and associates Gerald Audant, Elizabeth Gartland and Adie Sherwood; tax partner Adam Halpern and associates Natalie Pardo de Zela; securities partner Jeffrey Vetter and associate James Evans; and antitrust partner Mark Ostrau.

Instagram was represented by Orrick, Herrington & Sutcliff. On the team from the firm’s Silicon Valley office were emerging companies partner Stephen Venuto, M&A and private equity partner Mark Seneca, compensation and benefits partner Christine McCarthy, emerging companies partner Daniel Yost, emerging companies managing associate Joseph Perkins and associate Vivian Lo. San Francisco tax partner Steve Malvey worked on the deal as well.

Instagram lets users take pictures with smartphones, retouch them with borders and filters, and then post the images on social networks. Founded in 2010, it has become the most popular free photo-sharing application on Apple Inc.’s App Store and boasts more than 30 million users.

The acquisition is expected to close this quarter, Menlo Park, California-based Facebook said yesterday. Facebook said filed for an initial public offering in February. Roussel said that the acquisition shouldn’t affect “the IPO process.”

Covington, Wachtell, Cadwalader, Finnegan on AOL-Microsoft Deal

For lawyers working on the AOL Inc.-Microsoft Corp. $1 billion patent deal, “there was still a lot of work to be done” between April 5, when the deal was signed, and yesterday’s announcement, said Bruce Deming, a lawyer in the San Francisco office of Covington & Burling who represented Microsoft.

In addition to Deming, the other Covington lawyers on the deal were partner Evan Cox and associates Ingrid Rechtin, Andrew Hall, Paula Domingos and Brad Chernin, all in the San Francisco office. Miranda Cole, a partner in the firm’s Brussels office, is advising on European Union antitrust issues and New York partner Robert Heller and Washington associate Sarah Burnham provided tax advice.

Partners Rick Rule and Jonathan Kanter and special counsel Amy Ray of the Washington office of Cadwalader, Wickersham & Taft, regular antitrust counsel for Microsoft, provided U.S. antitrust advice. Deming said that the transaction was “relatively straightforward since it’s a single party purchase” unlike other patent deals that have had multiple parties.

Wachtell, Lipton, Rosen & Katz advised AOL. The Wachtell M&A lawyers on the deal were partners Martin Lipton, David C. Karp, David E. Shapiro and associates Ronald C. Chen, Michael Rosenblat and Lisa B. Schwartz; antitrust partner Damian G. Didden and associate Nathaniel L. Asker and tax partner T. Eiko Stange. Additionally, law clerks Mark Stagliano and Zachary S. Polodolsky were involved. C. Gregory Gramenopoulos, a partner in the Washington office of Finnegan, Henderson, Farabow, Garrett & Dunner, an intellectual property firm, also worked on the deal.

AOL said it had agreed to sell more than 800 of its patents and related patent applications to Microsoft and grant the software maker a non-exclusive license to its retained patent portfolio for about $1.056 billion.

AOL said it intends to return a “significant portion” of the sale proceeds to shareholders.

Capital Markets

Skadden, Cravath Work on Tumi’s Initial Public Offering

Skadden, Arps, Slate, Meagher & Flom is representing luxury travel-bag maker Tumi Holdings Inc. in its initial public offering. Cravath, Swaine & Moore represented the lead underwriters Goldman Sachs Group Inc., Credit Suisse Group AG and JPMorgan Chase & Co.

Skadden partner David Goldschmidt is leading the team that includes Allan Murray-Jones, a partner in the firm’s London office, New York partners Dwight Yoo and David Rievman and New York associates Anna Denton and Kelley Bierce.

Cravath partner LizabethAnn Eisen, along with associates Ankur Patel and John Sobolewski, all in the New York office, were counsel to the underwriters.S

Tumi is seeking as much as $319.3 million in a U.S. initial public offering. The company is currently owned by London-based private-equity owner Doughty Hanson & Co. According to yesterday’s filing with the U.S. Securities and Exchange Commission, the company will offer 18.78 million shares at $15 to $17 each.

Doughty Hanson bought for Tumi for $276 million eight years ago, longer than buyout firms typically hold investments. Tumi, whose backpacks retail for as much as $595, is seeking a valuation of as much as 3.5 times 2011 sales, compared with the median of 0.6 times for a basket of peers, according to data compiled by Bloomberg.

New Ventures

Sean Coffey’s BlackRobe Startup Snags Simpson Thacher’s Chepiga

BlackRobe Capital Partners LLC, the litigation finance company started by plaintiffs’ lawyer Sean Coffey, hired retired Simpson Thacher & Bartlett LLP partner Michael Chepiga to boost the firm’s corporate-defense expertise.

Chepiga joins BlackRobe as a managing partner and will share responsibilities for business development, case underwriting and firm management, the company said in a statement. Chepiga is a 30-year veteran of Simpson Thacher and a former member of the firm’s executive committee.

“Mike brings unsurpassed credibility in management suites and corporate boardrooms, and will greatly enhance BlackRobe’s ability to assist companies as they seek creative ways to address the escalating costs of civil litigation,” Coffey said in a statement.

Coffey, a former partner at New York’s Bernstein Litowitz Berger & Grossman LLP, won more than $6.15 billion in settlements in 2004 and 2005 for WorldCom Inc. investors following a collapse of the company in an accounting fraud. He started New York-based BlackRobe last year with Timothy Scrantom, co-founder of Juridica Investments Ltd., after failing at a run for New York Attorney General.

BlackRobe is one of a growing number of third-party litigation financiers that fund lawsuits in exchange for a share of the recovery. The company targets investments of $2 million to $8 million in complex commercial litigation cases, including intellectual property, antitrust and breach of contract disputes, that have the potential for damages in excess of $50 million, Coffey said.

In addition to BlackRobe and Juridica, New York-based Burford Group also operates in the space targeting commercial deals. The global market for litigation financing has grown to about $5 billion, Clive Ward, managing director for Tangerine International Ltd., the promoter of a namesake lender to U.K. law firms, said last month.

While the firm doesn’t provide legal advice, the three partners plan to be more actively involved in cases than just financing them, Coffey said. In addition to Chepiga, BlackRobe has hired a handful of retired former litigators who help part-time to evaluate cases. The firm, which is raising funds, has looked at about 80 cases since last year and has closed investments in two, Coffey said. He declined to identify the investments.


Seyfarth Shaw Adds Employment Lawyers from Sidley Austin

Partners Cliff Fonstein and Nicholas H. De Baun and associate Tara Conroy have joined the New York office of Seyfarth Shaw in the labor and employment area. Since 2011, the firm said in a statement that it has added more than 100 attorneys in the practice area. The new group comes from Sidley Austin.

According to the firm’s announcement, Fonstein and De Baun have particular experience advising financial services clients and have extensive Financial Industry Regulatory Authority arbitration and trial experience.

Gibson Dunn Hires New Employment Lawyer from Akin Gump

Catherine Conway, formerly a partner at Akin Gump Strauss Hauer & Feld, has joined the Los Angeles office of Gibson, Dunn & Crutcher the firm has announced. According to the statement, she focuses on employment class actions including wage and hour litigation and also has experience in areas such as discrimination, sexual harassment, wrongful discharge, unfair competition, trade secrets and unfair business practice litigation.

Kilpatrick Townsend Adds Counsel to Its Silicon Valley Office

Christian Nicholes has joined the electronics and software team as counsel in the Silicon Valley office of Kilpatrick Townsend & Stockton. According to the firm’s announcement, Nicholes practices in the patent area and previously worked at Hickman, Palermo, Truong & Becker in San Jose, California.


Rothstein Lawyer Charged With Illegal McCain Campaign Gifts

A former associate of convicted Ponzi schemer Scott Rothstein was charged with illegally helping their law firm become the largest contributor to the presidential campaign of Republican John McCain in 2008.

Attorney Steven Lippman, 49, was charged yesterday with conspiring to help Rothstein’s defunct law firm, Rothstein, Rosenfeldt & Adler, illegally “bundle” contributions to McCain’s losing campaign against President Barack Obama. He’s also accused of conspiring to draw checks on accounts with insufficient funds and to evade taxes.

Lippman is the eighth person accused of helping Rothstein, a disbarred attorney serving 50 years in prison for the $1.2 billion Ponzi scheme he ran out of his law firm in Fort Lauderdale, Florida. Rothstein pleaded guilty to racketeering, money laundering and wire fraud in federal court in Fort Lauderdale, where Lippman and the others were also charged.

“The breadth, scope, and sheer complexity of Rothstein’s $1.2 billion Ponzi scheme is mind-boggling,” U.S. Attorney Wifredo Ferrer said yesterday in a statement. “Its success depended, in no small part, on the complicity of his colleagues and associates, like Steven Lippman.”

Prosecutors charged Lippman, a shareholder at RRA with no equity stake, with helping to “dramatically increase the political influence and power” of the firm by serving as a straw donor who was illegally reimbursed for his contribution.

“The charges speak for themselves,” Lippman’s attorney, Bruce Zimet, said in a phone interview. “All of these acts do not relate to the Ponzi scheme. Though they may have had some effect on it, he was not a participant in the Ponzi scheme.”

The law firm reimbursed Lippman with money and by paying for home renovations, patio furniture, a golf membership and a $134,000 Maserati, according to a charge filed yesterday. He faces as many as five years in prison.

In February, Toronto Dominion Bank agreed to settle a lawsuit with investors who claimed it aided in the Ponzi scheme. Barron’s and the Miami Herald reported that TD Bank would pay $170 million.

The case is U.S. v. Lippman, 12-cr-60078, U.S. District Court, Southern District of Florida (Fort Lauderdale).

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(Corrects spelling of Kelley Bierce in Skadden item.)
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