Skadden, Davis Polk, Paul Weiss, Dewey: Business of Law

Deal lawyers are having a busy week, especially at Skadden, Arps, Slate, Meagher & Flom LLP. The firm is involved in six acquisitions that were announced yesterday, ranging in value from $850 million to $1.7 billion.

“These most recently announced transactions, involving the defense and technology, consumer, transportation and energy sectors, provide an example of the breadth of our practice,” Steve Arcano, the leader of Skadden’s New York M&A practice, said in an e-mail yesterday. “It’s been a good Monday for us.”

Skadden advised DigitalGlobe Inc. in its agreement to acquire GeoEye Inc. for about $900 million to create the world’s largest commercial-imagery satellite company. Kirkland & Ellis LLP and Latham & Watkins LLP represent GeoEye. Gibson, Dunn & Crutcher LLP represented Goldman Sachs Group Inc. as financial adviser to GeoEye.

Skadden represented RailAmerica Inc. in its purchase by Genesee & Wyoming Inc. for $1.39 billion, combining North America’s two largest short-line and regional rail operators. Sidley Austin LLP also advised RailAmerica. Simpson Thacher & Bartlett LLP represented Genesse.

Skadden also represented Joh. A. Benckiser GmbH in its agreement to buy Peet’s Coffee & Tea Inc., giving the closely held German holding company about 190 specialty cafes in the U.S. and access to an expanding grocery business, in a deal worth about $1 billion. Cooley LLP advised Peet’s.

In NRG Energy Inc.’s $1.7 billion agreement to buy GenOn Energy Inc., which would create the largest U.S. independent electricity generator, Skadden advised GenOn. Kirkland advised NRG.

Late in the day yesterday, Skadden announced that the firm was involved in two additional deals. The firm is representing VMware Inc. in its $1.26 billion acquisition of Nicira Inc. and Stanley Black & Decker Inc. in the $850 million purchase of Infastech. Pillsbury Winthrop Shaw Pittman LLP advised Nicira.

Skadden partners advising DigitalGlobe included Marie Gibson and Nancy Lieberman. For GeoEye, the Kirkland team includes partners David Fox, Neil Eggleston and David Feirstein. The Latham team was led by New York partner William O’Neill.

Advice was also provided by partners Robert Zuccaro, Tad Lipsky, Nicholas DeNovio, Samuel Weiner, John Janka, David Della Rocca and Jeremiah Wolsk. Gibson partner Barbara Becker advised Goldman. For more on DigitalGlobe, click here.

Skadden partners on the RailAmerica deal were Joseph Coco, Thomas Greenberg, Regina Olshan and David Polster. The Sidley Austin team consisted of Terence M. Hynes and Matthew J. Warren. Simpson Thacher’s corporate partner Bill Curbow led the team advising Genesse. Additional partners included Bill Sheehan and A.J. Kess. For more on RailAmerica, click here.

Skadden partners advising Joh. A. Benckiser were Sean Doyle, Paul Schnell, David Rievman, Paul Oosterhuis and Bruce Goldner. Cooley’s partners included Kenn Guernsey, Barbara Borden, Mischi a Marca, Gordon Atkinson, Christopher Durbin, Ann Mooney, Tom Reicher, Robin Lee, Howard Morse and Susan Philpot. For more on Peet’s Coffee, click here.

Skadden lawyers for GenOn included Michael Rogan, Frank Bayouth, Clifford “Mike” Naeve, and John H. Lyons. The Kirkland team for NRG is led by Thomas Christopher and includes partners Gerald Nowak, Mitchell Hertz, Andres Mena and Claire Sheng. For more on NRG, click here.

Skadden partners advising VMware included Margaret Brown, Cliff Gross and Clifford Aronson. Pillsbury partners included Jorge del Calvo, Allison Leopold Tilley, Cindy Schlaefer and Brian Wainwright. For more on the deal, click here.

Skadden partners on the Stanley Black & Decker deal included John Adebiyi, Sean Doyle, Edward Gonzalez, Bruce Goldner, Stuart Alperin, Ian John and Frederic Depoortere. For more, click here.

Cnooc Buys Nexen for $15.1 Billion in China’s Largest Takeover

Cnooc Ltd. agreed to pay $15.1 billion in cash to acquire Canada’s Nexen Inc. in the biggest overseas takeover by a Chinese company.

Davis Polk & Wardwell LLP and Stikeman Elliott LLP acted as legal counsel to Cnooc. Nexen’s legal adviser are Blake Cassels & Graydon LLP and Paul Weiss Rifkind Wharton & Garrison LLP. Richard A. Shaw Professional Corp. and Burnet, Duckworth & Palmer LLP also served as legal advisers to Nexen’s board.

The Davis Polk corporate team includes partners George R. Bason Jr., Howard Zhang, Leonard Kreynin and Kirtee Kapoor and associates Brian J. Snyder and James E. Elworth. Partner Ronan P. Harty is providing antitrust advice. Partner John B. Reynolds III is providing CFIUS advice. Partners Paul Chow and Antony Dapiran are providing Hong Kong law advice.

Toronto mergers and acquisitions partners William Braithwaite and John Ciardullo, tax partner Ron Durand, pensions partner Andrea Boctor and debt partner Lewis Smith worked on the deal from Stikeman, which served as Canadian counsel. In Calgary, Stikeman mergers and acquisition partner Chris Nixon, energy partner Brad Grant, real estate partner Mike Dyck, environmental partner Greg Plater, tax partner David Weekes and employment partner Gary Clarke also worked on the deal. In Ottawa, competition partner Susan Hutton assisted.

Nexen was represented by in-house counsel Alan O’Brien, senior vice president, general counsel and secretary and Rick Beingessner, vice President, chief counsel and assistant secretary.

Blake Cassels’s team was led by Pat Finnerty. Additional lawyers included securities partners Jeff Bakker, Ross Bentley, John Eamon, Shlomi Feiner and Michael Gans. Additional partners on the deal included Jason Gudofsky, investment Canada, Caroline Helbronner, pension and benefits, Robert Kopstein, tax, Connie Reeve, employment, Brian Thiessen, employment, and David Tupper, litigation.

Nexen’s U.S. counsel, Paul Weiss, had corporate partners Jeanette Chan, Andrew Foley, and Edwin Maynard working on the deal.

Burnet Duckworth’s Grant Zawalsky advised Nexen’s board.

China’s largest offshore oil and gas explorer is paying $27.50 for each common share, a premium of 61 percent to Calgary-based Nexen’s closing price on July 20, according to its statement to the Hong Kong stock exchange yesterday. Nexen’s board recommended the deal to its shareholders.

Nexen will give Cnooc assets in Canada, the U.K., West Africa and the Gulf of Mexico that produced 207,000 barrels a day in the second quarter, boosting the Chinese company’s output by about 20 percent. The deal is a second attempt to buy a North American oil and gas producer after political opposition blocked Cnooc’s $19 billion for bid Unocal Corp. in 2005.

For more, click here.

Firm News

Clifford Chance Elects New Managing Partner in Tokyo

Clifford Chance LLP elected Eiichi Kanda as the new managing partner of the Tokyo office, starting July 27. Eiichi is a capital markets partner specializing in real estate, investment, financing, securities issues, funds, asset management and securitization, the firm said. He also provides regulatory advice in these areas. He joined Clifford Chance as a partner in 2001.

“We remain committed as ever to Tokyo and the outlook for our practice is very bright,” Peter Charlton, managing partner of Asia Pacific, said in a statement. “Despite global economic uncertainties, we continue to see potential for growth in the market.”

Peter Kilner, the current office managing partner, will relocate to Hong Kong after nine years in the Tokyo office, four of them as Tokyo managing partner.

Kilner will provide support to the banking and finance practices in Tokyo and Hong Kong. He will split his time between both cities, continuing to advise his Japanese clients, the firm said.

Clifford Chance has more than 3,200 lawyers in 34 offices around the world.

Dewey Cash Was $29.3 Million June 30, $15.6 Million on May 28

Dewey & LeBoeuf LLP, the bankrupt law firm that is collecting money from former clients to help pay more than $225 million in secured debt, said it held cash of $29.3 million on June 30.

The total was reached after taking in $18.5 million from accounts receivable and spending $4.9 million on lawyers’ fees, insurance, benefits and operating expenses, according to a filing in U.S. Bankruptcy Court in Manhattan.

Dewey failed on May 28 owing more than $225 million to secured lenders, after piling on debt to expand and pay partners.

The case is In re Dewey & LeBoeuf LLP, 12-12321, U.S. Bankruptcy Court, Southern District of New York (Manhattan).


Cozen O’Connor Announces Addition of Utilities Attorney

Cozen O’Connor announced that utilities lawyer David P. Zambito has joined the firm as a member of the business law department in the Harrisburg, Pennsylvania, office.

Zambito served as principal legal adviser to former Pennsylvania Public Utility Commission Chairman and Commissioner Glen Thomas. He formerly was a principal at Post & Schell PC in Harrisburg, the firm said.

Zambito will practice with Cozen O’Connor’s energy, environmental and public utilities practice group, focusing his work on regulatory and commercial issues involving utilities. He represents and advises clients engaged in the delivery of energy, telecommunications, water, wastewater, and transportation services, the firm said.

Zambito was also commissioned by Pennsylvania Governor Mark Schweiker in 2002 as a member of the Pennsylvania Homeland Security Advisory Council.

“We are very pleased to welcome David to the firm,” Cozen O’Connor president and executive partner Michael J. Heller said in a statement. “With his experience at the Public Utility Commission, and extensive industry knowledge and ties, David is one of the most widely recognized utility lawyers in Pennsylvania.”

Cozen O’Connor has 575 attorneys in 21 offices where in the U.S. and Canada.


Australia Judge Calls Apple-Samsung Dispute Over 3G ‘Ridiculous’

Samsung Electronics Co. and Apple Inc.’s patent dispute over wireless transmission technology is “ridiculous” and might be best settled in mediation, the judge overseeing the case in Australia said.

Samsung sued Apple claiming the maker of iPhones is infringing three patents covering data transmission over the 3G wireless spectrum. The suit was in response to Apple’s claim that Samsung stole its design ideas for computer tablets and phones. A trial scheduled to run for three months began yesterday before Federal Court Justice Annabelle Bennett.

Apple refused to pay a license fee for the technology that allows phones to conduct multiple tasks including taking calls while uploading photos to the Internet, Samsung’s lawyer Neil Young said at the start of the trial. Apple was willing to pay and Samsung refused, the Cupertino, California-based company’s lawyer Stephen Burley said.

“Why on earth are these proceedings going ahead?” Bennett asked the lawyers in court yesterday. “It’s just ridiculous.” A similar dispute between any other two companies would be immediately ordered to mediation, she said.

“Why shouldn’t I order the parties to mediation?” she asked. She said she would expect an answer before the end of the week.

The Australian trial is part of a global dispute between the two companies and a prelude to proceedings in the U.S. and U.K.

Samsung, the biggest maker of smartphones, and Apple, the largest seller of tablet computers, are fighting for an increased share of a handset market that Bloomberg Industries said was worth $312 billion last year. Apple has won a ban on the sale of Samsung’s Galaxy 10.1 tablet in the U.S. and failed to win a ban in the U.K., pending patent infringement trials in those countries.

“Both companies are fighting every single battle, no matter how small, with great intensity,” John Swinson, a partner specializing in intellectual property at King & Wood Mallesons in Brisbane, said in a phone interview.

Whatever the outcome of the trial, the losing side will probably appeal, Swinson said.

“You could say, they’re working out the issues for the appeal court.”

The Australian case may be a rehearsal for the trials in bigger markets, Swinson said.

The case is Apple Inc. v. Samsung Electronics Co. NSD1243/2011, Federal Court of Australia (Sydney).

For more, click here.

Before it's here, it's on the Bloomberg Terminal. LEARN MORE