Davis Polk, Wachtell, Weil, Freshfields: Business of Law
ConAgra Foods Inc. (CAG) agreed to acquire Ralcorp Holdings Inc. (RAH) for about $5 billion, creating one of the largest packaged food companies in North America and concluding a pursuit that included three rejections since March last year.
Davis Polk & Wardwell LLP offered legal counsel to ConAgra. Wachtell, Lipton, Rosen & Katz gave legal advice to Ralcorp.
Davis Polk New York corporate partners Arthur Golden and Marc Williams are leading the firm’s team. Partners Jean M. McLoughlin, employee benefits; Neil Barr, tax; and Ronan P. Harty, antitrust and competition advice, are also advising ConAgra.
Wachtell Lipton’s team is led by corporate partner Steven A. Rosenblum. Additional partners include Ilene K. Gotts, antitrust; Michael J. Segal, executive compensation and benefits; Eric M. Rosof, restructuring and finance; and T. Eiko Stange, tax.
Cleary Gottlieb Steen & Hamilton LLP is advising Barclays Plc and Goldman Sachs Group Inc., financial advisers to Ralcorp. The Cleary Gottlieb team includes New York partners Ethan Klingsberg and Benet O’Reilly.
Buying Ralcorp, which sells foods under retailers’ own brands, will more than quadruple ConAgra’s private-label sales to $4.5 billion. The transaction will create a company with sales of about $18 billion, providing leverage to boost prices in a way ConAgra’s stable of second- and third-tier brands haven’t, said Erin Lash, an analyst with Chicago-based Morningstar Inc. (MORN)
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Weil, Hogan, MoFo, Goodwin on $6.5 Billion Archstone Deal
Archstone Inc., the biggest property holding of Lehman Brothers Holdings Inc., will be sold to Sam Zell’s Equity Residential (EQR) and AvalonBay (AVB) Communities Inc. in a deal valued at $6.5 billion.
Weil, Gotshal & Manges LLP provided legal counsel to Lehman. Hogan Lovells US LLP and Morrison & Foerster LLP served as legal advisers to Equity Residential on the transaction. Goodwin Procter LLP was legal adviser to AvalonBay.
New York real estate partner David Herman led Weil’s team which also included partners Michael Bond, real estate;, Raymond Gietz, mergers and acquisitions; Scott Sontag, tax; and Michael Kam, employment.
Hogan Lovells partner Bruce Gilchrist led the deal team advising Equity Residential that included partners Warren Gorrell, Prentiss Feagles, Cristina Arumi, Lee Berner, Olesya Barsukova-Bakar, Michele Harrington and Ira Greene.
Morrison & Foerester’s lead partner is David Slotkin, corporate. Additional MoFo partners include Thomas Fileti, real estate; Dom Bozzetti, benefits; and Peter Dopsch, finance.
The AvalonBay team was led by Goodwin Procter’s John Haggerty and included partners Craig Todaro, Ettore Santucci, Jennifer Bralower, H. Neal Sandford and Christopher Barker.
Lehman will receive $2.69 billion in cash as well stock in Equity Residential and AvalonBay valued at $3.8 billion, based on closing prices from Nov. 23, New York-based Lehman said in a statement.
The deal comes instead of an initial public offering for Englewood, Colorado-based Archstone, which Lehman announced in August. Lehman, which filed the biggest bankruptcy in U.S. history in 2008, left court protection in March.
“The sale of Archstone to Equity Residential and AvalonBay is a very positive outcome for our creditors,” Owen Thomas, Lehman’s chairman, said in the statement.
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Freshfields Says Energy Reforms Unlikely to Meet Climate Goals
The U.K.’s 110 billion-pound ($176 billion) effort to reform the electricity market is unlikely to deliver on 2020 climate goals, a survey by Freshfields Bruckhaus Deringer LLP shows.
The survey by the law firm of 101 executives and investors in the U.K. electricity industry found 77 percent don’t think the power market reforms will enable the country to meet legally binding goals to curb greenhouse gas emissions. Many thought the 2020 target to cut emissions 34 percent was over-ambitious, according to the survey.
Britain is overhauling its energy market to clean up electricity generation, ensure demand is met and integrate more renewables such as wind farms into the system. Final proposals are expected before Parliament this week in an Energy Bill.
“This is a once in a generation chance to reform a market that literally feeds the U.K. economy, yet analysts seem to be struggling to make the EMR investment case understandable, let alone attractive to their clients,” Alan Rae Smith, head of energy projects at Freshfields, said in a statement. The 110 billion pounds of investment needed for the overhaul was seen as “out of reach,” according to the research.
Most respondents were concerned their investments were at risk from a lack of financial compensation in the event of future law changes, according to the survey.
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SNR Denton Hires Partners in New York, Dallas
SNR Denton LLP announced two new partners this week. Eddie Frastai, formerly of Fried, Frank, Harris, Shriver & Jacobson LLP, joins the firm’s New York office as a partner in the real estate practice. Matthew Harper, previously at Thompson & Knight LLP, joined the firm’s Dallas office as a partner in the intellectual property and technology practice.
Frastai advises property owners, developers, operators, managers and financial institutions on national real estate transactions, the firm said.
Harper’s practice focuses on patent litigation, complex commercial litigation, trade secret litigation and business counseling, primarily in telecommunications, computer hardware, processing architectures, software and the Internet.
SNR Denton has 1,150 lawyers at 61 offices worldwide.
Locke Lord Hires Banking and Finance Partner in London
Banking and finance partner Samrad Nazer joined the London office of Locke Lord LLP in the U.K. transactional banking team. Nazer was a partner at Squire Sanders for the past four years, the firm said.
Nazer’s practice includes acquisition and leveraged finance, debt restructurings, real estate finance and structured finance. In addition, he has provided debt advice to several English Premier League and Championship Football Clubs during takeovers, refinancings and restructurings.
Locke Lord has more than 650 lawyers in 13 offices in the U.S., London and Hong Kong.
USPTO Deputy Administrator Joins Wilson Sonsini in Washington
Jasemine Chambers joins Wilson Sonsini Goodrich & Rosati PC’s patents and innovation counseling practice after spending almost 25 years at the U.S. Patent and Trademark Office, most recently as deputy administrator for the Office of Policy and External Affairs. Chambers will be of counsel, based in the firm’s Washington office.
“Jasemine’s extensive experience at the USPTO and her familiarity with domestic and international intellectual property systems, laws, and policies make her an excellent resource for our life sciences clients globally,” Doug Clark, co-managing partner of the firm, said in a statement.
As OPEA deputy administrator, Chambers assisted the administrator in providing policy advice to the director of the USPTO IP protection and enforcement matters and IP-related trade issues, including proposed legislation and international activities, the firm said. She also oversaw the day-to-day operations of the organization and was a standing member of the USPTO’s policy council and management council.
She worked with OPEA’s China team to focus on emerging IP concerns and related issues in that country, such as improving China’s IP environment for market access by U.S. right holders.
Wilson Sonsini has lawyers in 11 offices in the U.S., Asia and Brussels.
U.S., Lawmakers to Discuss Settling Suit Over Gun Probe Data
Lawyers for U.S. Attorney General Eric Holder and a House committee said they will discuss settling a lawsuit to enforce congressional subpoenas probing the Justice Department’s Operation Fast and Furious program.
Holding settlement talks “is the appropriate course here,” Ian Gershengorn, a deputy assistant attorney general, told U.S. District Judge Amy Berman Jackson in a hearing yesterday in Washington.
Kerry Kircher, the House general counsel, said the meeting should occur in the “near future.” No date has been set. The parties rejected the judge’s offer to appoint a mediator.
The lawsuit against Holder brought by the House Oversight and Government Reform Committee stems from the panel’s investigation into so-called gun walking, which allowed illegal gun purchases in the U.S. to proceed in an effort to link the weapons to Mexican gangs. Holder, citing executive privilege, has refused to give lawmakers some material they wanted.
The Republican-controlled House is seeking documents describing internal Justice Department discussions about a February 2011 letter to lawmakers that Holder later said mistakenly contained incorrect information.
The letter said the Bureau of Alcohol, Tobacco, Firearms and Explosives, which conducted Fast and Furious, hadn’t “knowingly allowed” the tactics in the law enforcement operation to be employed.
The committee cited Holder for contempt of Congress in June. President Barack Obama has asserted executive privilege over the documents and declined to turn them over.
In an October filing seeking dismissal of the case, Holder said that under the U.S. Constitution’s separation of powers doctrine, conflict over Operation Fast and Furious should be resolved between the political branches.
The case is Committee on Oversight and Government Reform v. Holder, 1:12-cv-01332, U.S. District Court, District of Columbia (Washington).
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Reserve Fund’s Lawyer: My Clients Were ‘Victims’
John Dellaportas, partner at Duane Morris LLP, talks with Bloomberg Law’s Lee Pacchia about his successful representation of Bruce Bent Sr., Bruce Bent II and their investment advisory firm Reserve Management Co. in a securities fraud lawsuit brought by the U.S. Securities and Exchange Commission.
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