Weil Gotshal, Freshfields, Latham, Orrick: Business of Law
David and Frederick Barclay, the billionaire owners of the Daily Telegraph, won dismissal of an Irish developer’s lawsuit that accused them of illegally trying to gain control of a group of luxury London hotels.
Judge David Richards said in a ruling in London that the Barclays hadn’t breached any of developer Patrick McKillen’s rights in their bid to take over the three hotels. McKillen sued to stop the brothers’ bid for Coroin Ltd., which owns Claridge’s, the Berkeley and the Connaught.
The Barclay Brothers were represented by Weil, Gotshal & Manges LLP. Weil’s litigation team was led by practice head Matthew Shankland, with Hannah Field-Lowes, Jamie Maples, Victoria Burton and Kate Russell. Weil instructed Ken MacLean QC, Lord Grabiner QC, Jeffery Onions QC, Sa’ad Hossain and Edmund Nourse, all of One Essex Court, the firm said.
“This judgment is a comprehensive win for our clients,” Shankland said in a statement. “This has been one of the most significant and complex cases in the High Court this year, and certainly one of the most high profile.”
The Barclays have worked with Weil senior private equity partner Marco Compagnoni over the last 20 years on a range of deals and other high-profile matters. Compagnoni acted for the Barclays on all the various transactions related to the Maybourne Hotels Group. The transactional team also included James Harvey and James Hogben.
The hotel group is worth more than 1 billion pounds ($1.56 billion), McKillen’s lawyers said at a March trial. McKillen, who owns 36 percent of Coroin, said the Barclays and another shareholder, Derek Quinlan, conspired to breach his rights.
The judge also said there was nothing wrong with the Barclays’ purchase of 800 million euros ($982 million) of the hotel company’s debt last year from Ireland’s National Asset Management Agency.
At the trial, McKillen sought a ruling that he could buy some of Quinlan’s stake, arguing that if the Barclays gained control, they intended to split the company and sell the 200- year-old Claridge’s.
McKillen is considering an appeal, said Jonathan Ridd, his spokesman. Herbert Smith LLP represented McKillen.
The case is McKillen v. Barclay & Ors., HC11C03437, High Court of Justice, Chancery Division (London).
Apple to Rest Case Today, Lawyer McElhinny Tells Judge
Apple (AAPL) plans to finish presenting its evidence and rest its case today, Harold McElhinny, a lawyer for the company, told U.S. District Judge Lucy Koh yesterday. It will then be Samsung’s turn to call witnesses.
Apple sued Samsung in April 2011. Apple and Samsung are the world’s largest makers of the high-end handheld devices that blend the functionality of a phone and a computer. The trial is the first before a U.S. jury in a battle being waged on four continents for dominance in a smartphone market valued by Bloomberg Industries at $219.1 billion.
While the companies are bound by lucrative commercial ties, each is trying to convince jurors that its rival infringed patents covering designs and technology.
On Aug. 10, Boris Teksler, Apple’s patent licensing director testified that Steve Jobs, Apple Inc.’s late co- founder, confronted Samsung Electronics Co. executives in 2010 after the South Korean company introduced its Galaxy smartphone.
During cross-examination, Teksler confirmed that he wasn’t at the August 2010 meeting. He also acknowledged that at least five of the seven Apple patents at issue in the trial didn’t appear on a list Apple identified to Samsung in the 2010 presentation.
Apple seeks as much as $2.88 billion for its claims that Samsung infringed patents and trademarks, according to a court filing last week. Apple, based in Cupertino, California, also wants to make permanent a preliminary ban it won on U.S. sales of a Samsung tablet, and extend the ban to Samsung smartphones.
Samsung, based in Suwon, South Korea, countersued and will present claims that Apple is infringing its patents.
The case is Apple Inc. v. Samsung Electronics Co. Ltd., 11- cv-01846, U.S. District Court, Northern District of California (San Jose).
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Olympic Lawyer Procured Toilets, Protected Newts at London Games
Being the first official law firm for the Olympic Games isn’t all glamor, Jeremy Hodges reports. Ask the Freshfields Bruckhaus Deringer LLP lawyer who had to round up portable toilets from throughout Britain for the event that brought about 9 million spectators for 26 sports over three weeks.
Tim Jones, a former rugby player, has led the Freshfields team ensuring nothing is left to chance since being named in 2009 as sole legal-services provider to the London Organising Committee of the Olympic and Paralympic Games.
Freshfields, based in London, is the eighth-largest law firm in the world by revenue, according to Legal Business Magazine’s 2012 revenue survey. The firm bid for the Olympic job in part to improve recognition of its brand globally, and Jones said Freshfields has seen results.
“We were looking into increasing our brand awareness, increasing our corporate client base and improving employee satisfaction,” Jones said. Working on the Olympics “just provides a terrific galvanizing force.”
Jones, 55, is a self-confessed sports lover who played for the London Welsh rugby club. He talks as enthusiastically about the variety of his work as he does about meeting British sports heroes including Barcelona 1992 100-meter gold medalist Linford Christie and David Hemery, the 1968 400-meter hurdles champion. The British team is enjoying one of its most successful Olympics ever having won at least 52 medals, including 25 golds.
His work ranged from relatively mundane contract and employment law to intellectual-property enforcement and putting in place drug-testing procedures. Contracts had to be in place for the 8,400 shuttlecocks, 270,000 skeet targets and 600 basketballs needed for the event.
After years of work by as many as 300 lawyers for the games, Jones said the quirky elements -- such as saving 2,000 endangered newts from the Olympic park and writing contracts for production of 34,500 medals and having them safely housed in a vault in the Tower of London -- will always stick with him.
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Latham Advises Manchester United in $233.3 Million IPO
Manchester United Plc (MANU), the English soccer club with a record 19 championships, raised $233.3 million in its U.S. initial public offering.
Latham & Watkins LLP advised Manchester United on the offering with a corporate team based in New York led by partners Marc Jaffe and Ian Schuman.
“We are pleased to have helped Manchester United make their entry into the U.S. capital markets and complete this important off-the-field play,” Latham & Watkins New York partner Marc Jaffe said in a statement. “After a decade of European issuers rarely accessing the U.S. capital markets, the number of foreign private issuers listing in the U.S. has increased significantly.”
Advice was also provided by Latham Washington partner Alex Cohen and London partner Graeme Ward on corporate matters. New York partner David Raab and London partner Daniel Friel assisted on tax matters while New York partner Bradd Williamson aided on employee benefits and compensation matters and New York partner Jeffrey Tochner helped on intellectual property matters.
The 134-year-old team and the Glazer family that bought it in 2005 sold 16.7 million shares for $14 each, according to a statement. They had offered the shares, equivalent to a 10 percent stake, for $16 to $20 apiece. The club started trading Aug. 10, listing on the New York Stock Exchange under the symbol MANU.
The IPO gives the Glazer family’s team an enterprise value of $2.9 billion, about $1 billion more than the value of Spain’s Real Madrid, according to data compiled by Bloomberg and Forbes. Increasing competition from other teams for fans and corporate sponsorship and an expensive debt load may weigh on earnings, said Morningstar Inc.’s Kenneth Perkins, who values the stock at $10 a share.
The Glazers will maintain almost 99 percent of the voting control, according to the original terms of the prospectus, because the Class B shares they own carry 10 votes apiece, compared to 1 vote each for the Class A shares being sold in the IPO. The Glazers sold half of the shares offered, while the company sold the rest, and planned to pay down debt with the proceeds.
Manchester United chose a U.S. sale after scrapping plans for an offering worth as much as $1 billion in Singapore.
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Orrick Advises VanceInfo in $875 Million Merger with hiSoft
Orrick, Herrington & Sutcliffe LLP is representing VanceInfo Technologies Inc. in its tax-free, all-stock merger of equals with hiSoft Technology International Limited, valued at $875 million. Simpson Thacher Bartlett LLP is advising hiSoft.
Under the terms of the agreement, VanceInfo and hiSoft shareholders will each own approximately 50 percent of the combined company. hiSoft will be the surviving listed company in the merger, and its shares will continue to be listed on the Nasdaq Global Select Market. A new name for the combined company will be announced.
The combination will create a company with expected 2012 revenue of over $670 million, which will be the largest China- based offshore IT services provider based on industry market research reports, according to a statement by the companies.
The Orrick team is led by San Francisco mergers and acquisitions and private equity partner Richard Vernon Smith and Shanghai capital markets partner Jeffrey Sun and includes Hong Kong mergers and acquisitions and private equity partner Maurice Hoo. San Francisco compensation & benefits partner Juliano Banuelos and San Francisco tax partner Grady Bolding and assisted in the deal.
Simpson Thacher’s team was led by Kathryn Sudol in Hong Kong and included partner Doug Markel in Beijing.
Exelon Sells Riverstone Three Coal Plants for $400 Million
Exelon Corp. (EXC) agreed to sell three Maryland coal-fired power plants to a fund managed by Riverstone Holdings LLC for about $400 million, taking a loss for a divestiture required for its takeover of Constellation Energy Group.
Morgan Lewis & Bockius LLP is advising Exelon while Vinson & Elkins LLP is advising Riverstone.
The Morgan Lewis deal team was led by business and finance partner Barbara Shander and included litigation and environmental partner John McAleese III.
V&E’s mergers and acquisitions partner Trina Chandler led the deal for Riverstone, with assistance from partners Chris Amandes, environmental and John Decker, energy regulatory.
Exelon’s third-quarter earnings will be reduced by about $275 million pretax because the sale price is lower than the carrying value, a measurement of asset value minus debt. The company expects a cash tax benefit of about $205 million from the sale to Raven Power Holdings, a new company formed by Riverstone, according to a statement from Chicago-based Exelon.
The transaction is the largest sale of coal-fired generation in the U.S. since 2008 and gives an indication of plant values in an era of low natural-gas prices and stricter pollution requirements. Baltimore-based Constellation Energy spent $1 billion to keep the three plants operating under new air rules, before Exelon was required to sell the units to complete its $7.3 billion takeover.
The three plants sold include the 1,273-megawatt Brandon Shores facility, the 976-megawatt H.A. Wagner and 399-megawatt C.P. Crane. Some of the units at the latter two plants can run on oil or natural gas.
Exelon had to sell the plants as part of an agreement with the Federal Energy Regulatory Commission, U.S. Justice Department and Maryland Public Service Commission. The sale is expected to close by the end of the year and is subject to approval by the federal regulator and Justice Department.
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National Oilwell to Buy Robbins & Myers for $2.5 Billion
National Oilwell Varco Inc. (NOV), the largest U.S. maker of oilfield equipment, agreed to buy Robbins & Myers Inc. for $2.54 billion in cash, its biggest acquisition in more than four years.
Robbins & Myers got financial advice from Citigroup Inc. and legal advice from Thompson Hine LLP. National Oilwell’s legal adviser is Fulbright & Jaworski LLP.
Thompson Hine’s deal team included partners Linn Harson and David Neuhardt in Dayton. Dayton partners Christine Haaker, litigation; Frank Ferrante, tax; Wray Blattner, environmental; and Barry Block, corporate transactions and securities also worked on the deal.
Fulbright Houston partners Joseph M. Graham on litigation, and corporate partners Kevin Trautner and David S. Peterman handled the deal for National Oilwell.
Kirkland & Ellis LLP’s Scott Falk and Roger Rhoten represented Citigroup Global Markets, financial adviser to Robbins & Myers.
Holders of Robbins & Myers will get $60 a share under the agreement, Houston-based National Oilwell said in a statement. That’s a 28 percent premium to Robbins & Myers’s closing price Aug. 8. The shares rose a record 27 percent to $59.63 at the close in New York.
The acquisition will consolidate National Oilwell’s position as a supplier of blowout preventers, which can shut off wells in an emergency, said Brian Uhlmer, an analyst at Global Hunter Securities LLC in Houston. Robbins & Myers, based in Dayton, Ohio, is the fourth-largest maker of blowout preventers for drilling rigs on land, he estimated. National Oilwell is the second.
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