SNR Denton Merger, Skadden, Wachtell: Business of Law
SNR Denton LLP plans a three-way merger with Salans LLP of France and Canada’s Fraser Milner Casgrain LLP in a deal that, if approved, will create a firm with $1.3 billion in annual revenue.
The U.S. based firm, a product of a 2010 tie-up between Sonnenschein Nath & Rosenthal LLP and the U.K.’s Denton Wilde Sapte LLP, will combine to create a firm with “no headquarters, no dominant culture” or geography, said Elliott Portnoy, who will be the chief executive officer.
“There’s an opening in the market for a new firm that meets the needs of clients in a very distinct way,” Portnoy said in a telephone interview today.
Senior management from all three firms will present the deal to their partners on Nov. 13, with a vote planned for the end of the month, Portnoy said. If approved by all three, the merger is expected to close in the first quarter of 2013, creating one of the five largest law firms globally by headcount, according to data compiled by The American Lawyer magazine.
The proposed deal will be structured under a so-called verein, allowing the firms to keep their profit pools separate. Portnoy will serve as global CEO and Washington D.C.-based Joseph Andrew as chairman.
All “the world’s largest firms are either U.S., U.K., or a combination of the two,” Andrew said today. “This is a firm that comes from all of the developed centers of the world.”
UBS Denies Claim Employees Can’t Testify in Adoboli’s Defense
UBS AG (UBSN)’s top employment lawyer in Europe denied claims by former trader Kweku Adoboli that bank workers are barred from testifying in his defense at a trial over a $2.3 billion trading loss.
While UBS contracts may prevent current or former employees from disparaging the Zurich-based bank or sharing intellectual property, there’s nothing stopping them from answering questions in litigation, Jamie Howard, the bank’s head of employment law for Europe, the Middle East and Africa, said today in London.
Regardless of the “implied duty of fidelity” in such contracts, employees may testify against the bank “if required by law,” Howard said.
Adoboli, originally from Ghana, is on trial for fraud and false accounting over the loss caused from unauthorized trades. Prosecutors asked Howard to testify after Adoboli’s lawyer suggested workers were being prevented or discouraged from helping bolster the former trader’s defense.
Adoboli ended eight days of testimony Nov. 6 by saying text messages between him and his girlfriend in the days before his arrest on Sept. 14, 2011, support his claim that he didn’t act alone. He denied allegations by prosecutors that the texts may have been staged in anticipation of a future defense.
Adoboli is accused of hiding the risk of his trades by booking fake hedges at the Swiss bank and then hiding profit to cover future losses before market fluctuations made his positions untenable. As part of his defense, he claimed three others on the exchange-traded-funds desk knew of or took part in the activities and chose to let him take the fall alone.
None of the other traders have been charged.
Argentine Judge Orders Chevron Asset Seizure, Plaintiffs Say
An Argentine judge ordered the seizure of all Chevron Corp. (CVX)’s assets in the country, according to Enrique Bruchou, a lawyer representing Ecuadorean plaintiffs in a lawsuit over pollution in the Amazon rainforest.
Bruchou, an Argentine attorney at Bruchou, Fernandez, Madero & Lombardi, made the comments yesterday in a conference call. Civil Judge Elcuj Miranda ordered 40 percent of Chevron’s Argentine bank accounts to be held in escrow, Bruchou said. Miranda declined to comment when contacted by Bloomberg.
The Ecuadorean plaintiffs said Oct. 31 they were asking an Argentine court to enforce a $19 billion award against Chevron, filing an attachment order in a Commercial Court of Justice in Buenos Aires. The Ecuadoreans blame Texaco Inc., which Chevron acquired in 2001, for destroying the environment in the Lago Agrio region, damaging living conditions of 30,000 inhabitants.
Chevron is unaware of either a filing by the plaintiffs or a court order in Argentina, James Craig, a spokesman for the San Ramon, California-based company said in an e-mailed response to questions.
“The plaintiffs’ lawyers have no legal right to embargo subsidiary assets in Argentina and should not be allowed to disrupt Argentina’s pursuit of its important energy resources,” he said. “The Ecuador judgment is a product of bribery, fraud, and it is illegitimate.”
Chevron, the fourth-largest producer of oil in Argentina, signed a memorandum of understanding on Sept. 14 with YPF SA (YPFD), Argentina’s biggest energy company, to analyze a partnership to jointly develop projects at the shale formation of Vaca Muerta.
Chevron will face more attachment requests in Asia, Bruchou said yesterday. Another related lawsuit was filed by the Ecuadoreans in the Ontario Superior Court of Justice in Toronto on May 30. The company on Oct. 9 lost a U.S. Supreme Court bid to block the judgment imposed by an Ecuadorean court. The highest U.S. court let stand a federal appeals court ruling against Chevron that the Ecuadoreans can’t be barred from seeking to collect the award anywhere in the world.
Skadden, Wachtell Advise on First California, PacWest Deal
Skadden Arps Slate Meagher & Flom LLP is representing First California Financial Group Inc. in its acquisition by PacWest Bancorp for about $231 million. Wachtell, Lipton, Rosen & Katz is advising PacWest. PacWest will acquire First California for $8.00 a First California common share, according to a company statement.
First California, based in Westlake Village, California, is the parent of First California Bank and has approximately $2.0 billion in assets and 15 California branches. In connection with the acquisition, First California Bank will be merged into Pacific Western Bank, the Los Angeles-based wholly owned subsidiary of PacWest Bancorp, the company said.
The Skadden team includes partners Gregg Noel, Brian McCarthy and Jonathan Ko, corporate; Brian Christiansen, financial institutions regulatory and enforcement; Kenneth Betts, tax; and Joseph Yaffe, executive compensation and benefits.
Wachtell Lipton’s team is led by corporate partners Edward D. Herlihy and Matthew M. Guest.
Coffee Says Icahn May Start Proxy Fight for Netflix
John Coffee, a securities law professor at Columbia University, speaks with Deirdre Bolton about billionaire investor Carl Ichan’s stake in Netflix Inc. (NFLX) and the outlook for the company, in a video on Bloomberg Television’s “Money Moves.”
Netflix Inc., the world’s largest subscription video service, adopted a so-called poison pill to protect against a hostile takeover after billionaire investor Carl Icahn acquired an almost 10 percent stake in the company.
The stockholder rights plan, approved unanimously by Netflix’s board on Nov. 2, would be triggered if an “activist shareholder” acquired 10 percent of the stock, or an institutional investor bought 20 percent.
The move is meant to make a hostile takeover too costly. Icahn, 76, said on Oct. 31 he holds stock and options representing 5.54 million shares and that the video service is an attractive target for larger companies including Amazon.com Inc. (AMZN) and Verizon Communications Inc. (VZ) that have entered the market Netflix pioneered. The poison pill gives Chief Executive Officer Reed Hastings time to press his international expansion.
Wilson Sonsini Goodrich & Rosati PC is advising Netflix on the matter. The team is led by firm chairman Larry Sonsini and includes partners David Berger, William B. Chandler, Bradley Finkelstein, Robert Sanchez and Warren de Wied.
Paul Hastings’s Seoul Office Opens
Paul Hastings LLP officially opened its office in Seoul where the chairman of the Korea office, Jong Han Kim, and vice chairman and corporate partner Daniel Kim will be based.
The practice will focus on three main areas: cross-border mergers and acquisitions and joint ventures, complex cross- border litigation including intellectual property and antitrust matters, and international capital markets, the firm said.
Kim represents Korean companies in their IP and antitrust litigation in the U.S. and international institutions in their investments in Korea.
“We are thrilled to have officially opened in Seoul,” Jong Han Kim said in a statement, “and are confident that establishing an on-the-ground presence will enable us to further support our clients’ growth and ensure we provide the highest level of service in this critical market.”
Paul Hastings has lawyers in 20 offices in the U.S., Europe and Asia.
Massachusetts Governor’s Legal Counsel Hired by Goodwin Procter
Goodwin Procter LLP announced that Abim Thomas, formerly Deputy Chief Legal Counsel to Massachusetts Governor Deval Patrick, has joined the firm’s litigation department as counsel in its Boston office. Thomas will be a member of Goodwin’s securities litigation and white collar defense group, as well as the firm’s gaming, gambling and sweepstakes practice.
Thomas advised the governor on Massachusetts’ 2011 gaming bill and served as the state’s lead negotiator for the 2012 tribal-state gaming compact, Goodwin said in a statement.
Goodwin Procter has 850 attorneys across nine offices in the U.S., Asia and Europe.
Carlton Fields Hires Atlanta Real Estate Shareholder
Carlton Fields hired shareholder Charles T. Sharbaugh in Atlanta in the real estate and finance practice group. Sharbaugh, who was a partner at Paul Hastings LLP, is joined by a real estate associate, the firm said.
Sharbaugh’s practice focuses on the representation of private equity funds in acquisitions, dispositions and joint venture arrangements. This includes representation of funds and other investors in the acquisition of distressed assets and loans. He also has experience in the representation of lenders in secured transactions, sale and disposition of large asset pools, sale leaseback transactions, and Section 42 tax credit transactions.
Carlton Fields has more than 300 attorneys and government consultants in eight U.S. offices.
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