Skadden, Cleary, Wachtell, Hogan, O’Melveny: Business of Law
Human Genome Sciences Inc. (HGSI) almost doubled in trading as the U.S.-based biotechnology company put itself up for sale after rejecting a $2.59 billion acquisition bid from GlaxoSmithKline Plc. (GSK)
Human Genome hired Skadden, Arps, Slate, Meagher & Flom LLP and DLA Piper LLP as legal counsel and Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC as financial advisers. Skadden’s lawyers are Washington mergers and acquisitions attorneys Marc Gerber and Michael Rogan. DLA didn’t return phone calls and e-mails seeking the names of lawyers involved.
Cleary Gottlieb Steen & Hamilton LLP and Wachtell, Lipton, Rosen & Katz are providing legal advice to Glaxo and Lazard Ltd. (LAZ) and Morgan Stanley (MS) are acting as financial advisers. The principal lawyers for Cleary are M&A partners Victor Lewkow, Benet O’Reilly and Meredith Kotler, and associate Kimberly Spoerri. All are based in New York. Wachtell’s lawyers are New York corporate partners Adam Emmerich and David Lam.
Human Genome, a partner with London-based Glaxo on the lupus treatment Benlysta, rose 98 percent to $14.17 in Nasdaq Stock Market trading. Glaxo’s $13-a-share cash offer, an 81 percent premium to the April 18 closing price of $7.17, doesn’t reflect the drug developer’s value, Rockville, Maryland-based Human Genome said yesterday in a statement that indicated the company may shop itself to others.
The rejection reflects concerns from Human Genome stockholders who bought at a price higher than the offer, said two people with knowledge of the matter. All but three of the 25 largest shareholders acquired stock at a higher price, said the people, who asked not to be named because the talks are private.
Human Genome decided to go public with Glaxo’s offer and put itself up for sale, anticipating interest from large pharmaceutical companies may drive up the price, the people said.
By moving to try to acquire Human Genome now, Glaxo is taking advantage of a 76 percent slide in the biotech’s shares from their 2011 peak. Sales growth for Benlysta, Human Genome’s first drug on the market, has disappointed investors, and the company may not become profitable for years.
“There can be no assurance that any transaction will occur,” Human Genome said. “HGS does not intend to discuss the status of its evaluation unless and until a specific transaction has been approved.”
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Ex-Goldman Sachs Employee Spared Prison for Aiding Insider Probe
A former Goldman Sachs Group Inc. (GS) employee who said he gave away “thousands” of dollars he received from an insider- trading scheme to New York’s homeless was sentenced to probation instead of prison.
Gautham Shankar, 38, of New Canaan, Connecticut, who was represented by New York lawyer Frederick Sosinsky, was ordered yesterday by U.S. District Judge Richard Sullivan in New York to serve three years of probation, including the first six months confined to his home.
Shankar, who faced as long as 37 months in prison, collected less than $450,000 in the scheme, Sosinsky said. The judge also fined Shankar $25,000 and directed him to forfeit $448,437.
Shankar, who also worked as a trader at Schottenfeld Group LLC, was one of more than 20 people charged by the U.S. in overlapping insider trading cases involving Galleon Group LLC founder Raj Rajaratnam. Rajaratnam is serving an 11-year prison term after being convicted of 14 counts of conspiracy and securities fraud for trading on inside information.
Shankar, who worked on the sales desk at Goldman Sachs from July 2000 until February 2003, pleaded guilty to conspiracy and securities fraud in October 2009. He admitted that while working at Schottenfeld, he passed and profited from illegal tips he obtained from Zvi Goffer, a former Galleon Group employee, and Thomas Hardin, a former analyst at Lanexa Global Management LP.
Sullivan said it was important to reward Shankar for cooperating early in the government’s investigation. Shankar assisted prosecutors for more than a year before the charges were filed, Assistant U.S. Attorney Andrew Fish told Sullivan April 18.
“We’re relieved that this chapter of Mr. Shankar’s life is over,” Sosinsky said.
The case is U.S. v. Shankar, 09-cr-996, U.S. District Court, Southern District of New York (Manhattan).
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Dewey Life Sciences Head Joins O’Melveny in New York
O’Melveny & Myers LLP’s New York office said Stanton J. Lovenworth joined the firm as counsel in the health care and life sciences practice from Dewey & LeBoeuf LLP.
The former chairman of Dewey’s life sciences global industry sector group and a former head of its technology and intellectual property transactions practice group, Lovenworth represents clients in intellectual property transactions, mergers and acquisitions, and other corporate matters, with a focus on the pharmaceutical and biotechnology industries, O’Melveny said in a statement.
“Growing our transactions platform in New York is a key priority,” O’Melveny Chairman Bradley J. Butwin said in a statement. “Stan’s arrival continues that trend.”
O’Melveny has 800 lawyers in 15 offices worldwide.
Dewey has lost more than 60 partners, or more than 20 percent of its partners, since the start of the year as the firm struggles with defections over compensation. On April 18, Bloomberg News reported that Dewey’s 42-lawyer Moscow outpost was looking to decamp to another U.S. law firm.
The Lawyer reported yesterday that the firm’s Italian partners were attempting to separate themselves from the firm. Reuters reported yesterday that bankruptcy lawyer Albert Togut, of Togut, Segal & Segal LLP, was hired by the firm, although in what capacity is unclear. At Above The Law, the blog reported that the firm was deferring incoming associates to January and considering closing the Hong Kong office.
Dewey officials didn’t return an e-mail after regular business hours seeking comment on Lovenworth’s departure.
TD Bank Faces Sanctions Request After Losing $67 Million Verdict
Toronto-Dominion Bank (TD), after losing a $67 million verdict over claims it aided a $1.2 billion Ponzi scheme, should be sanctioned for “altering” a document used at trial, David Mandel of Miami’s Mandel & Mandel LLP, an attorney for investor Coquina Investments, said in court papers.
Coquina, which won the verdict on Jan. 18 in federal court in Miami, seeks sanctions after a trial over whether TD Bank should have detected money laundering that supported a Ponzi scheme that disbarred attorney Scott Rothstein ran out of his law firm.
The unaltered document shows TD Bank designated Rothstein, Rosenfeldt & Adler as “HIGH RISK” in letters on a bright red band at the top of the page, according to a March 26 filing by Coquina. The document, which Coquina introduced into evidence after getting it before trial from TD Bank, has a black bar that obscures the words, according to the filing.
TD Bank, Canada’s second-largest lender, doesn’t comment on litigation, spokeswoman Rebecca Acevedo said April 18 in an e- mail. The bank’s law firm, Greenberg Traurig LLP, referred questions to Acevedo, who declined to comment on their behalf.
In a court filing on April 12, the bank denied Coquina’s claims of “altering a key document and working a fraud on the court and the jury.” Rather, it blamed problems in the copying process during the pretrial exchange of evidence known as discovery. That process inadvertently blackened all colored headers, including the words “high risk,” on the documents.
“We sincerely regret this copying error,” TD Bank said in a motion filed by Greenberg. “But it was that (i.e., an error), and not an effort to hide the ‘high risk’ designation.”
“TD Bank’s purposeful withholding of the true original RRA Customer Due Diligence Form constitutes evidence of willful bad faith,” according to Coquina’s motion. Failure by the bank and its lawyers to say anything about the document being admitted into evidence “demonstrates both intentional malfeasance and a flagrant lack of candor to the court.”
Coquina, based in Corpus Christi, Texas, seeks “just and appropriate” sanctions and a referral to federal prosecutors for investigation of possible obstruction of justice charges.
Jurors deliberated about four hours before reaching their verdict after a trial before U.S. District Judge Marcia Cooke.
The verdict was for $32 million in compensatory damages and $35 million in punitive damages, the type designed to punish.
Rothstein pleaded guilty to racketeering, money laundering and wire fraud and is serving a 50-year prison term. Eight people have been accused of helping him run the fraud.
The case is Coquina Investments v. Rothstein, 0:10- cv-60786, U.S. District Court, Southern District of Florida (Miami).
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Hogan Lovells Creates Association with Indonesia Firm
Hogan Lovells LLP has entered into an association with Indonesia law firm, Hermawan Juniarto, because of Hogan’s expanding involvement in Indonesian matters in the energy, natural resources and infrastructure sectors, the firm said in a statement.
Hermawan Juniarto, based in Jakarta, has five partners and 17 associates, with corporate, finance, infrastructure, energy and litigation practices.
Hogan Lovells says the association extends its plans to continue development of a South-East Asia practice following the firm’s relocation to the new Singapore office.
“Indonesia is the largest economy in South-East Asia, a member of the G-20 major economies, a country with extensive natural resources, a burgeoning domestic economy and an enviable demographic projection,” Crispin Rapinet, Hogan Lovells regional managing partner for Asia and the Middle East, said in a statement. “The prospects for sustainable growth are impressive and supported by increasing inbound investment from our global client base.”
Labor Department Attorney Joins O’Melveny in Washington
Gregory Jacob, a former solicitor at the U.S. Department of Labor from 2007 to 2009, joined O’Melveny & Myers LLP as a partner in the firm’s Washington office. He specializes in ERISA and employment matters and will be a member of the financial- services practice group.
Jacob held positions in the White House, Justice Department and Labor Department during President George W. Bush’s administration, according to a statement from the firm. As the solicitor in the Labor Department, he was the agency’s third- ranking official and chief legal officer.
Before joining O’Melveny, Jacob was a partner in the Washington office of Winston & Strawn LLP.
O’Melveny has about 800 lawyers in 15 offices worldwide.
Jackson Walker Houston Tax Partner Jumps to Mayer Brown
Mayer Brown LLP added partner Shawn R. O’Brien to the firm’s tax controversy practice in the Houston office. O’Brien formerly managed the tax controversy practice group at Jackson Walker LLP in Houston.
O’Brien represents clients in civil and criminal tax controversies and in dispute resolution with state and federal taxing authorities. He also advises corporations, partnerships and LLCs seeking corporate and tax advice on transactions such as mergers and acquisitions, restructurings, divestitures, leveraged buyouts, structured financings and oil and gas deals, according to a statement.
Mayer Brown has 20 offices worldwide. The firm has seven offices in the U.S., five in Europe and eight in Asia, according to its website.
Seyforth Shaw Team Jumps to Littler Mendelson in Chicago
Employment and labor law firm Littler Mendelson PC added a group of three attorneys to the firm’s employee benefits and executive compensation practice.
Two new shareholders, David M. Weiner and Judith L. Wethall and associate D. Finn Pressly, previously at Seyfarth Shaw LLP, joined the firm’s Chicago office.
The trio have benefit, health and welfare benefit and executive compensation experience, the firm said. Littler has added four other lawyers to the practice in the past six months in Chicago, Los Angeles and Pittsburgh.
Littler Mendelson has more than 900 attorneys in 56 offices.
Jones Day Adds O’Brien to London Banking & Finance Practice
Jones Day announced that Dominic O’Brien joined the London office of the firm’s banking and finance practice from Addleshaw Goddard LLP. O’Brien advises banks and other financial institutions on corporate financings and project financings.
Jones Day has more than 2,500 lawyers worldwide.
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