Dewey, Cooley, Proskauer, Davis Polk: Business of Law

As public expectation that Dewey & LeBoeuf LLP will file for bankruptcy as soon as this week increases, four firms made announcements about eight partner hires from the failing firm.

The firm has had more than 234 partners of about 300 jump to other firms since the start of the year. At least 533 non-union workers at its Manhattan building were laid off last week.

The firm no longer lists its lawyers on its website and a spokesman didn’t return a request for departure confirmations or the status of its lawyers. Below are yesterday’s firm announcements.

Antitrust Partners Schildkraut and Grise Join Cooley

Former Dewey & LeBoeuf LLP antitrust partners Marc G. Schildkraut and Jacqueline I. Grise have joined Cooley LLP’s national antitrust and trade regulation practice in the Washington office.

Schildkraut, a former assistant director of the Federal Trade Commission’s Bureau of Competition, has handled the antitrust clearance aspects of high profile mergers such as Chevron-Texaco, Exxon-Mobil, PepsiCo-Quaker and Boeing-McDonnell Douglas, the firm said in a statement.

Grise’s practice focuses on the defense of corporate clients in connection with domestic and international mergers and acquisition work, as well as antitrust counseling and other non-merger matters. She represents clients before the FTC, the Justice Department and other foreign antitrust enforcement agencies. Grise was involved in the antitrust clearances obtained in the Novartis AG-Alcon, Sony Music-BMG, Whirlpool-Maytag, Hewlett-Packard-EDS and InBev NV-Anheuser-Busch merger transactions, the firm said.

Cooley has 650 attorneys in nine U.S. offices as well as an office in Shanghai.

Executive Compensation Partner Joins Morrison & Foerster

Morrison & Foerster LLP announced that Domnick Bozzetti, an executive compensation and employee benefits partner, has joined the tax department in the firm’s New York office. Bozzetti was previously a partner in the compensation, benefits and employment department of Dewey & LeBoeuf LLP.

Bozzetti will advise the firm’s clients on the federal tax aspects of executive compensation and employee benefits issues in mergers and acquisitions. He also has experience counseling public companies on other executive compensation issues, including disclosure issues in annual proxy statements and other filings.

Bozzetti’s representations have included Energy East Corp. in its $8.1 billion merger with Iberdola SA and Lincoln National in its $7.4 billion merger with Jefferson-Pilot, the firm said in a statement.

Morrison & Foerster has more than 1,000 lawyers at 15 offices in the U.S., Asia and Europe.

Proskauer Adds Dewey Partners in New York, Washington, London

Proskauer Rose announced that Ralph C. Ferrara, a securities and corporate governance litigator who was vice chairman of Dewey & LeBoeuf, has joined the firm, along with a team of three litigation partners.

Ann M. Ashton and Jonathan E. Richman, former co-heads of the securities, mergers and acquisitions and corporate governance litigation practice group, will be joining, as will Tanya J. Dmitronow. Ashton and Ferrara will be in the firm’s Washington office while Richman and Dmitronow will be in New York.

Ferrara’s clients have included Royal Dutch/Shell, Global Crossing, Zurich Financial Services and New York Life Insurance, the firm said in a statement. Ferrara is a former general counsel of the U.S. Securities and Exchange Commission.

The American Lawyer reports that London restructuring partners Mark Fennessy and Hazel Miller are joining Proskauer.

Proskauer has lawyers in offices in the U.S., Europe, Asia and South America.

Energy Partner and Counsel Join King & Spalding from Dewey

King & Spalding has recruited energy partner James F. Bowe Jr. and another lawyer to its Washington office, the firm said yesterday.

Bowe’s practice spans energy, regulatory, transactional and finance matters, including extensive experience before the Federal Energy Regulatory Commission. He counsels energy project developers and natural gas pipeline and storage operators as well as oil and natural gas pipeline shippers and investors in energy projects.

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


Eaton to Buy Cooper for $11.8 Billion to Expand Power Unit

Eaton Corp. agreed to buy Cooper Industries Plc, a maker of electric-distribution equipment, in an $11.8 billion transaction to expand its power-management business and tap more into a U.S. housing recovery.

A team of New York lawyers from Davis Polk & Wardwell LLP is advising both Citibank NA and Morgan Stanley as joint financial advisers to Eaton. The Davis Polk corporate team advising Citibank includes New York partners Leonard Kreynin and Michael Mollerus providing tax advice. The Davis Polk corporate team advising Morgan Stanley includes New York partners Phillip R. Mills and Neil Barr providing tax advice.

Simpson Thacher & Bartlett LLP represented Eaton in the transaction. New York corporate partners Casey Cogut, Mario Ponce and Marni Lerner led the team.

Wachtell, Lipton, Rosen & Katz’s team on behalf of Cooper was led by New York corporate partner Daniel A. Neff. The team includes New York corporate partner Gregory E. Ostling, antitrust partner Nelson O. Fitts, restructuring and finance partner Eric M. Rosof, tax partners Jodi J. Schwartz and Adam J. Shapiro, all in New York.

Cleary Gottlieb Steen & Hamilton LLP is advising Goldman Sachs, financial adviser to Cooper. The Cleary Gottlieb team includes partners Ethan Klingsberg and Simon Jay. Klingsberg is based in New York and Jay is based in London.

Eaton’s purchase is the largest in at least a decade in miscellaneous manufacturing, based on data compiled by Bloomberg. It is paying about 14 times earnings before interest, taxes, depreciation and amortization, exceeding the median of about 8 times in more than 100 similar takeovers since 2002.

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DaVita Agrees to Pay $4.42 Billion for HealthCare Partners

DaVita Inc., whose biggest shareholder is billionaire Warren Buffett’s Berkshire Hathaway Inc., agreed to pay about $4.42 billion in cash and stock to acquire HealthCare Partners, continuing an international spending spree on providers of medical care.

Morrison & Forrester LLP served as lead counsel on the transaction for Davita, while Sheppard Mullin Richter & Hampton LLP worked as regulatory counsel. JP Morgan Securities LLC served as financial adviser. Munger, Tolles & Olson LLP and Nossaman LLP served as legal advisers to HealthCare Partners.

Leading the team for Morrison & Forester was New York corporate partner Spencer Klein, who is co-head of the firm’s global mergers and acquisition practice. On corporate and securities matters, partners David Lynn in Washington, Michael O’Bryan in San Francisco, Chip Lion in Palo Alto, Hendrik Jordaan in Denver and Jeff Bell in New York assisted. Tax matters were handled by Denver partner David Strong and New York partner Steve Feldman. Compensation and benefits matters were handled by Mike Frank in Palo Alto and Paul Borden in San Francisco. San Francisco partner Eric Tate and Palo Alto partner Christine Lyon worked on employment matters. Intellectual property matters were handled by New York partner John Delaney.

Sheppard Mullin partners included Century City, California, health-care/corporate partners Jeryl Bowers, Eric Klein and Ken Yood.

Munger Tolles lawyers included Los Angeles corporate partners Robert E. Denham and Mark H. Kim and corporate and tax partner Stephen D. Rose.

Nossaman team was comprised of Los Angeles corporate lawyer Bob Mosher, Irvine litigation partner George Joseph and Los Angeles litigation partner Henry Weinstock.

DaVita, a U.S. provider of kidney dialysis services, will pay about $3.66 billion in cash, plus 9.38 million shares of its stock, which had a value of $758 million as of May 18, for closely held HealthCare Partners, the companies said yesterday in a statement.

DaVita, based in Denver, has purchased companies in the U.S., Germany and India to meet rising demand for dialysis services as the number of people with diabetes increases. HealthCare Partners of Torrance, California, manages medical groups and physician networks, providing services to more than 667,000 patients through a team of 700 physicians employed by the company or its affiliates. The company, whose key operations are in southern California, central Florida and southern Nevada, had revenue last year of about $2.4 billion.

The transaction probably will close early in the fourth quarter and the combined entity will be known as DaVita HealthCare Partners Inc., the companies said. The cash portion of the purchase price will be funded through available cash, credit and debt financing, they said. Once merged with DaVita, HealthCare Partners will operate as a separate subsidiary of the new company.

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Gupta ‘Threw Away His Duties,’ Prosecutor Says in Opening

Gary Naftalis lived up to his reputation as an affable and chatty defense attorney even before jury selection began yesterday in the criminal trial of his client Rajat Gupta.

As Naftalis and the prosecutors waited for U.S. District Judge Jed S. Rakoff to take the bench, Naftalis turned to the 15 or so reporters in the gallery and flashed an eight-by-ten glossy.

It was a photo of his newborn grandson, and Naftalis, 70, beamed.

“Exhibit one,” he joked.

That was just the first quip in what may be a stream of them inside courtroom 14B in Manhattan federal court.

Rakoff took the bench and initiated a discussion of preliminary matters such as opening statements and trial logistics. When the prosecutor rose to speak, Rakoff immediately cut him off.

“You look so much taller than Napoleon,” he told Assistant U.S. Attorney Reed Brodsky, the subject of two glowing media profiles this weekend. Both stories mentioned the sobriquet that Brodsky earned in the Rajaratnam trial, when deliberating jurors bestowed the nickname upon him.

Gupta, who was a director at Goldman Sachs Group Inc., “threw away his duties” when he tipped hedge-fund co-founder Raj Rajaratnam to news that the bank would get a $5 billion investment, Brodsky told jurors at the start of the insider-trading trial.

Brodsky told jurors that Gupta broke the law when, immediately after a Goldman Sachs board meeting concluded on Sept. 23, 2008, he told Rajaratnam that Warren Buffett’s Berkshire Hathaway Inc. would invest in the firm. Rajaratnam, Gupta’s friend and co-founder of Galleon Group LLC, traded on the tip, Brodsky said.

Gupta, who ran consulting firm McKinsey & Co. from 1994 to 2003 and also sat on the Procter & Gamble Co. board, is charged with conspiracy and securities fraud.

The case is U.S. v. Gupta, 11-cr-907, U.S. District Court, Southern District of New York (Manhattan).

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News Corp. Hacking Lawyer Wants Jury in Police Defamation Case

Mark Lewis, the British lawyer who was instrumental in putting News Corp.’s phone-hacking scandal in the public eye, asked a judge for a jury trial of his related defamation lawsuit against London police.

Judge Michael Tugendhat, who will oversee a five-day trial in London in July, said he would rule later on Lewis’s request and ordered the media not to report what was said at a hearing on the matter yesterday. The Metropolitan Police Service is opposed to a jury and wants a judge to issue a verdict.

The case relates to Lewis’s testimony to lawmakers probing phone-hacking in 2009, in which he claimed a detective had told him privately that phone hacking by News Corp.’s News of the World tabloid was far more widespread than police had revealed at the time. Lewis, who has represented celebrity victims of phone hacking, sued over claims the police wrongfully implied he was a liar by contradicting his testimony.

Lewis has said the case underscores the extent to which police sought to portray the hacking scandal as being contained even though they had evidence showing otherwise. While the police opened a new investigation into phone hacking in January 2011, probes in 2006 and 2009 failed to reveal the extent of the illegal practice.

News Corp. Chairman Rupert Murdoch shuttered the News of the World in July, after revelations that the scandal was more widespread than previously known. Police, who have arrested about 50 people in three parallel probes, said in April there were 1,174 “likely” victims, and about 4,800 potential victims.

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Ex-Baker & McKenzie Lawyer Pleads Guilty in Client Theft

Martin Weisberg, a former partner at law firm Baker & McKenzie LLP, pleaded guilty to stealing from a client’s account and taking part in a $55 million securities fraud scheme.

Weisberg, 61, entered his plea to money laundering and conspiracy charges yesterday in federal court in Brooklyn, New York. He was indicted in 2008 on wire fraud and money laundering charges for taking money from an escrow account established on behalf of a corporate client.

Weisberg, who resigned from Baker in October 2007, was accused of placing $30 million in an interest-bearing account and wiring out about $1.3 million without the client’s knowledge, according to U.S. prosecutors. He concealed the theft by telling the unidentified client that the bank holding the account didn’t produce monthly statements, while sending letters to the client with false balances, the U.S. said.

The theft-related charges were filed after Weisberg was charged with conspiracy in 2007 over his role in a stock fraud.

Weisberg faces maximum sentences of 10 years on the money-laundering count and five years on the conspiracy charge. Weisberg, who earned his law degree from Northwestern University Law School in Chicago, also may have to forfeit proceeds and lose his law license, according to prosecutors.

The case is U.S. v. Saltsman, 07-cr-641, U.S. District Court, Eastern District of New York (Brooklyn).

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