Cleary, Skadden, Clifford Chance: Business of Law
Cleary, Gottlieb, Steen & Hamilton LLP and SyCip Salazar Hernandez & Gatmaitan acted as legal advisers to Coca-Cola Femsa SAB (KOFL), the largest publicly traded Coke bottler by volume, which agreed to buy a 51 percent stake in Coca-Cola Bottlers Philippines Inc. for $689 million in its first acquisition outside of Latin America. Skadden, Arps, Slate, Meagher & Flom LLP is representing Coca-Cola Co.
Cleary partner Chantal Kordula and counsel Grant Binder are leading the corporate team. Partner William McRae is leading the tax team and partner Arthur Kohn is leading the team on employee benefits matters.
The Skadden team includes partners Martha McGarry and Sean Doyle.
The agreement includes an option for Coca-Cola Femsa to buy the rest of the Philippine bottler within seven years of the deal closing, the Mexico City-based company said in a statement. It will also have the option to sell its ownership to Coca-Cola Co. (KO) any time during year six, it said.
Coca-Cola Femsa, which sells 2.5 billion cases of soda annually across nine Latin American countries, has used at least 24.5 billion pesos ($1.9 billion) of new stock since the start of 2011 to acquire soft drink makers and add bottling rights. The Dec. 14 announcement adds 23 production plants and sales of about 530 million unit cases of beverages this year.
The deal is expected to close early next year, according to the statement.
Atlanta-based Coca-Cola, the world’s biggest soft-drink maker, has owned all of the Philippine unit since buying the 65 percent stake owned by San Miguel Corp. (SMC) in 2007 for $590 million.
Coca-Cola Femsa is 49 percent-owned by Fomento Economico Mexicano SAB and Coca-Cola Co. has a 29 percent stake, according to its website.
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Clifford Chance Advises CLP in Sale to Fund Power Projects
Clifford Chance LLP partner Amy Lo led a team advising CLP Holdings Ltd. (2), Hong Kong’s biggest electricity supplier, in raising HK$7.6 billion ($981 million) in a share sale to fund power investments as the company said it doesn’t intend to cut its dividend payout.
U.S. securities law advice was provided by Shanghai-based partner Jean Thio.
The company is offering as many as 120.3 million shares at HK$63.25 apiece, according to a statement sent to the Hong Kong’s stock exchange Dec. 14. The price represents a discount of 5.9 percent to its closing share price of HK$67.20 Dec. 13.
The share sale comes as CLP’s Indian and Australian businesses have stalled in the past year, and tariff increases in Hong Kong haven’t kept pace with higher fuel costs, according to Sanford C. Bernstein & Co. CLP officials told a conference call with analysts Dec. 14 that they won’t fund investments by cutting the dividend payout.
The proceeds will be used for “investment in the Hong Kong electricity business, such as in infrastructure related to gas supply from the mainland, and in additional generating capacity in those markets where the group is already present,” CLP said in the statement.
Gupta Says He Shouldn’t Pay Goldman Sachs for Legal Fees
Rajat Gupta, the former Goldman Sachs Group Inc. director who’s appealing his conviction for insider trading, said he shouldn’t have to pay the firm as much as $7 million in legal fees and other expenses.
Gupta, 64, who sat on the board of New York-based Goldman Sachs and Cincinnati-based Procter & Gamble Co. (PG), was convicted of passing information he gathered at board meetings to Galleon Group LLC co-founder Raj Rajaratnam. Goldman Sachs, supported by U.S. prosecutors in the case, is seeking restitution from Gupta as a victim of Gupta’s fraud.
Goldman Sachs has “not even begun to satisfy its burden of showing the fees are recoverable,” Gupta said in papers filed Dec. 14 in Manhattan federal court.
Gupta was convicted by a jury in June of one count of conspiracy and three counts of securities fraud. The federal appeals court in New York said that it will hear Gupta’s appeal as early as April 1. It ruled he may remain free on $10 million bail while it considers the case.
The case is U.S. v. Gupta, 12-4448, U.S. Court of Appeals for the Second Circuit (Manhattan).
Clifford Chance Advises Autonomy’s Mike Lynch and Others
Clifford Chance LLP is advising Mike Lynch, the entrepreneur who sold Autonomy Corp. to Hewlett-Packard Co. (HPQ) last year and was accused by HP of miscategorizing sales in an $8.8 billion writedown.
Hewlett-Packard, which published the allegations on Nov. 20., bought Autonomy to diversify away from hardware and expand in software for businesses.
Meg Whitman said the misrepresentations caused Hewlett- Packard to value Autonomy incorrectly before the deal, which ultimately cost the Palo Alto, California-based company $11.1 billion.
Clifford Chance is also advising other former members of Autonomy. The firm declined to name them or the firm’s lawyers who are advising Lynch.
Lynch, who was fired from the combined company in May, said he had expected the writedown because Cambridge, England-based Autonomy had lost much of its talent under Hewlett-Packard.
The writedown was another blow for Hewlett-Packard, which is already suffering from management turmoil and slowdowns in its personal-computer, printer and technology-services businesses.
Lynch founded Autonomy as a spinoff from the University of Cambridge in 1996 and built it into the U.K.’s second-largest software company.
John Schultz , Hewlett-Packard’s general counsel, has said among those practices, which accounted for $200 million in miscategorized or false revenue, was reselling Dell Inc. (DELL) hardware and recording it as software revenue.
Hewlett-Packard knew about this practice ahead of time and continued it after the acquisition, Lynch said.
Lane Powell Adds Intellectual Property Partner Wesner
Gregory F. Wesner joined Lane Powell PC as a shareholder in the intellectual property and technology practice group in Seattle. He previously held partnership positions at Frommer Lawrence & Haug and at K&L Gates LLP, the firm said.
Wesner focuses his practice on patent, trademark and other intellectual property litigation and related counseling. His patent litigation experience includes work with pharmaceuticals and medical devices, laser telemetry, wireless infrastructure technology, high-speed scanning radio technology, among others. Wesner also has experience litigating trademark and Internet and technology law cases.
Lane Powell has more than 200 attorneys in six offices in Washington state, Oregon, Alaska and London.
Kilpatrick Hires Former Kellogg Lawyer in Denver
Kilpatrick Townsend & Stockton LLP added attorney Brian O’Donnell to its intellectual property department as counsel on the patent litigation team in Denver.
O’Donnell joins the firm after serving as intellectual property counsel for Kellogg Co. (K) in Battle Creek, Michigan, where he oversaw the company’s patent and trademark portfolio. He was also responsible for patent, trademark and copyright licenses, and intellectual property matters related to mergers and acquisitions, the firm said.
Kilpatrick Townsend has lawyers at 19 U.S. and international offices.
News Corp. Settled 22 More U.K. Tabloid Phone-Hacking Cases
Hugh Tomlinson, a lawyer for more than 150 victims of phone hacking by journalists at the now-defunct News of the World tabloid, described confidential accords for 22 lawsuits in a London court Dec. 14.
The sides must now select seven or eight lead cases for trial, including “famous and non-famous” people, to help determine a range of damages, Judge Geoffrey Vos said at the hearing.
“There remains a need to have people from different walks of life” represented in the lead cases, Vos said. While all the victims had their privacy violated, celebrities who voluntarily lived in the public eye may be treated differently than individuals who led strictly private lives, he said.
British actor Hugh Grant, who hasn’t settled, is among the victims who sued over claims their mobile-phone voice mail was intercepted by journalists seeking private information. The Metropolitan Police Service has given many of the victims evidence to back their cases, including notes by Glenn Mulcaire, the tabloid’s private investigator arrested in 2006.
The settlements announced were made with victims including Jeff Brazier, a U.K. soccer player who became a reality- television star; Jamie Theakston, a TV and radio presenter in Britain; and Colin Stagg, who was wrongly accused of murder in 1992 and later became the subject of tabloid news coverage, even after he was cleared.
News Corp. (NWSA) Chairman Rupert Murdoch closed the newspaper last year in response to the scandal. More than 70 civil lawsuits were settled by February, resulting in the cancellation of a trial scheduled for that month.
More than 80 people have been arrested in relation to wrongdoing at News Corp.’s U.K. operation, including Rebekah Brooks, its former chief executive officer. Brooks is among eight former News Corp. journalists charged in July with conspiring to hack the phones of more than 600 people between 2000 and 2006. A criminal trial is scheduled for September.
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