Davis Polk, Wachtell, Jones Day, Cleary: Business of Law

Aetna Inc., the third-biggest U.S. health plan, agreed to buy Coventry Health Care Inc. for about $5.6 billion to increase its share of government business following President Barack Obama’s health-care overhaul. Eight law firms worked on the deal.

Davis Polk & Wardwell LLP and Jones Day represented Aetna, and Wachtell, Lipton, Rosen & Katz, Bass Berry Sims Plc and Crowell & Moring LLP represented Coventry. Skadden, Arps, Slate, Meagher & Flom LLP represented Goldman Sachs Group Inc., one of Aetna’s financial advisers, while Shearman & Sterling LLP represented Coventry’s financial adviser Greenhill & Co. Simpson Thacher & Bartlett LLP is representing the non-management directors of Aetna.

From Davis Polk are partners David L. Caplan and H. Oliver Smith, and counsel Ajay B. Lele. Partner Edmond T. FitzGerald provided employee benefits advice while partner Harry Ballan provided tax advice. From Jones Day providing antitrust advice are partners Phillip Proger and Peggy Ward.

The attorneys from Wachtell Lipton are corporate partner David A. Katz, antitrust partner Ilene Knable Gotts, executive compensation and benefits partner Jeremy L. Goldstein, restructuring and finance partner Eric M. Rosof and tax partner Deborah L. Paul. From Crowell & Moring providing antitrust advice is Arthur N. Lerner.

Bass Berry began representing Coventry when it was based in Nashville. From that firm are corporate partners Bob Thompson, Angela Humphreys and J. James Jenkins, Jr., antitrust partner R. Dale Grimes and tax partner R. Todd Ervin.

From Simpson representing Aetna’s non-management directors are partners Charles Cogut and Gary Horowitz.

From Skadden representing Goldman are partners Paul Schnell and Jeremy London. From Shearman & Sterling representing Greenhill is partner John Marzulli.

The companies yesterday said in a statement that Aetna will pay $42.08 a share for Bethesda, Maryland-based Coventry, including $27.30 in cash and 0.3885 Aetna share. Including debt, the deal is valued at $7.3 billion.

The purchase will increase Aetna’s share of business from government health plans including Medicare and Medicaid to more than 30 percent from 23 percent, the companies said. Coventry will add more than 5 million customers to Hartford, Connecticut-based Aetna’s 36.7 million members, including 1.5 million people on the drug plans of Medicare, the program for the elderly and disabled.

Sovereign Debt

Cleary Gottlieb Representing Belize in Country’s Debt Crisis

Lee Buchheit, a partner at Cleary Gottlieb Steen & Hamilton LLP, is representing Belize in that country’s debt crisis. Belize neared default yesterday after the Central American country missed a payment on about $544 million of bonds. Finance Secretary Joseph Waight said the government is unlikely to pay during a 30-day grace period.

Prime Minister Dean Barrow, who won re-election in March, said a restructuring was needed after the coupon on the country’s so-called superbond climbed to 8.5 percent this year from 6 percent as part of an accord reached with investors in 2007.

Barrow projected that Belize’s fiscal deficit will climb to 2.5 percent of gross domestic product this year from 1.1 percent after growth in the $1.4 billion economy slowed and the government took over the telecommunications and electricity distribution companies.

The majority of the country’s bond holders have rejected three debt renegotiation scenarios published by the central bank on Aug. 8. Those scenarios include reduction of the 8.5 percent coupon to 2 percent with a 15-year principal grace period and a maturity date extension to 2062 from 2029. Other scenarios call for a 45 percent principal reduction with incremental coupon adjustments, or a five-year principal grace period with a 3.5 percent coupon.

Buchheit specializes in sovereign debt restructurings. He aided Argentina in its debt restructuring following the country’s default on $95 billion of bonds in 2001 and represented Belize in its last debt restructuring as well. Additionally, he as well as others at Cleary have advised Greece, Iceland and Iraq on debt matters.

Argentina Sovereign-Immunity Argument Rejected by U.S. Court

A federal appeals court in New York has held that a lower-court ruling compelling compliance with subpoenas doesn’t affect Argentina’s sovereign immunity.

The U.S. Court of Appeals yesterday upheld a September 2011 ruling by U.S. District Judge Thomas Griesa in Manhattan, ordering nonparties Bank of America Corp. and state-owned Banco de la Nacion Argentina to comply with the subpoenas sought by NML Capital Ltd. for collection of five money judgments.

The judgment stems from Argentina’s 2001 default on $80 billion owed to foreign creditors. Beginning in 2003, NML filed 11 actions in federal court in New York seeking to collect on its defaulted Argentine bonds. NML has won five money judgments in its favor totaling about $1.6 billion. Griesa has also granted summary judgment to NML in six other actions in which NML claims total more than $900 million, the appeals court said yesterday.

NML, an Elliott Management Corp. affiliate, has sought discovery or evidence about Argentina’s property and served subpoenas on Bank of America and BNA, seeking to gain an understanding of how Argentina moves its assets. After Griesa granted the request, Argentina appealed, saying that by compelling disclosure about Argentinian assets abroad, the order violates the Foreign Sovereign Immunities Act.

Jonathan Blackman, a lawyer representing Argentina who is also a partner at Cleary Gottlieb, didn’t return a telephone call seeking comment about the ruling.

Peter Truell, a spokesman for Elliott Management, declined to comment on the decision.

“Whatever hurdles NML faces before ultimately attaching Argentina’s property abroad (and we have no doubt there will be some), it need not satisfy the stringent requirements for attachment in order to simply receive information about Argentina’s assets,” the appeals court said.

The case is NML Capital Ltd. v. Republic of Argentina, 11-CV-4065, U.S. Court of Appeals for the Second Circuit (Manhattan).

In the Courts

Merchant Ivory Sues Janus Films Over Movie Distribution

Merchant Ivory Productions Ltd., the maker of films such as “A Room With a View,” accused movie distributor Janus Films LLC OF infringing copyrights by distributing films after their licensing deals expired.

Janus, which handles the so-called Criterion Collection, initially was granted rights to 26 Merchant Ivory films in 1999, according to a lawsuit filed yesterday in federal court in Manhattan. The agreements for all of the films except “Howards End” expired by Dec. 31, and Merchant Ivory later learned Janus was still distributing them, according to the complaint.

“Plaintiffs therefore bring this action to protect their copyrights in and to the films being exploited by Janus without plaintiffs’ permission,” Merchant Ivory said in the complaint filed by attorneys Zeynel Karcioglu, of counsel to Jacobs & Burleigh LLP in New York and Stephen Nakamura, a partner at Merle, Brown & Nakamura, P.C. in New York.

“Janus denies any unlawful distribution of any Merchant Ivory title,” Jeffrey Ullman, a lawyer for Janus, said in a phone interview. Ullman, a partner at Ullman, Furhman & Platt, P.C. in Morristown, New Jersey, declined to comment further, saying the company hadn’t been served with the suit.

The lawsuit followed Janus’s efforts to negotiate a new license agreement, which were complicated by an arbitration proceeding between London-based Merchant Ivory and an entity called ACKMA Recovery LLC and discussions over a proposed deal with HanWay Films, according to the complaint. Either deal required approval from ACKMA, the filing said.

Janus entered a side arrangement with HanWay, which had discussed a possible distribution agreement with Merchant Ivory, the complaint alleged.

The closely held company asked the court to stop Janus from reproducing the films or otherwise using the copyrighted materials and seeks damages including all profit related to the alleged infringement.

The case is Merchant Ivory Productions Ltd. v. Janus Films LLC, 1:12-cv-06325, U.S. District Court, Southern District of New York (Manhattan).


Shasky Calvery to Head U.S. Treasury’s Law Enforcement Unit

The U.S. Treasury Department selected Jennifer Shasky Calvery as the new director of its Financial Crimes Enforcement Network, which maintains financial transactions data and analyzes information for law-enforcement purposes.

The department said Shasky Calvery is expected to begin her new job in September and will replace outgoing director Jim Freis, who has led the network, known as FinCEN, for more than five years. The director of FinCEN is appointed by the department’s secretary and reports to the undersecretary for terrorism and financial intelligence.

Shasky Calvery joins FinCEN from the Justice Department, where she has served since 2010 as chief of the asset forfeiture and money laundering section.

“Her proven record of leadership and strong working relationships with Treasury, law enforcement and the federal bank regulatory agencies will be enormous assets to us as we work together to chart a course for FinCEN’s future,” David Cohen, the Treasury undersecretary for terrorism and financial intelligence, said in a news release.

Former Department of Energy Lawyer Joins Gardere Wynne

Erika D. Benson has joined Gardere Wynne Sewell LLP as a partner in the firm’s Austin office, where she will represent clients in matters involving government affairs.

A former senior adviser for the Americas in the Office of Policy and International Affairs at the U.S. Department of Energy, Benson has experience in energy, government relations, and Latin America law.

Benson has been involved in cross-border electricity transmission development and policy issues between the U.S. and Mexico, as well as cross-border transmission development, according to a statement from the firm. She is well-versed in developing best practices and policies to maximize electricity regulatory framework development in Latin American nations.

(Corrects first item to show that Skadden Arps only represented Goldman Sachs in Aetna-Coventry deal.)
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