Simpson Thacher, MoFo, Winston & Strawn: Business of Law
Simpson Thacher & Bartlett LLP is representing Nielsen Holdings NV (NLSN), the biggest tracker of U.S. television ratings, which agreed to buy Arbitron Inc. (ARB) for about $1.26 billion in cash to gain access to the largest source of data on the country’s radio listeners. Morrison & Foerster LLP served as legal adviser to Arbitron.
Simpson Thacher partners Gary Horowitz and Marni Lerner are leading the team. Additional Simpson Thacher partners included Joe Tringali, antitrust; John Creed, tax; Alvin Brown, executive compensation and employee benefits; and Lori Lesser, intellectual property.
The MoFo transaction team was led by corporate partners Lawrence Yanowitch and Charles Katz.
Davis Polk & Wardwell LLP New York partner Phillip R. Mills is on a team advising J.P. Morgan Securities LLC as financial adviser to Nielsen.
The $48-a-share offer is 26 percent higher than Arbitron’s closing price Dec. 17. Excluding acquisition costs, the purchase will add about 13 cents to earnings per share in the year after it’s completed, Nielsen said yesterday in a statement. The New York-based company is financing the entire transaction.
If it passes regulatory hurdles, the deal will extend Nielsen’s dominance in television to radio. The company wants to offer its advertisers a unified system that measures audiences across multiple forms of media, making it easier for them to make ad-buying decisions -- whether on TV, radio or the Web. The move follows a partnership with Twitter Inc. that will monitor discussions of TV shows on the social network.
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SEC Said to Weigh Ex-CFTC Enforcement Chief as General Counsel
Securities and Exchange Commission Chairman Elisse Walter may hire as her top lawyer a former enforcement director from the main U.S. derivatives regulator.
Geoffrey Aronow, a partner at law firm Bingham McCutchen LLP, has been interviewed by Walter and is the leading candidate to become the agency’s general counsel, according to three people with knowledge of the matter who asked not to be identified because the hiring process isn’t public.
Aronow would replace Mark Cahn, who is stepping down in January. As the chief lawyer at the agency, the general counsel plays a central role evaluating rules, advising the chairman and representing the SEC in legal disputes.
SEC spokesman John Nester declined to comment. Aronow didn’t respond to a phone call and e-mail seeking comment.
A graduate of Yale University and Yale Law School, Aronow was director of enforcement at the Commodity Futures Trading Commission from 1995 to 1999, according to his biography on Bingham McCutchen’s website. He also serves on panels for appeals of enforcement and disciplinary cases by the Financial Industry Regulatory Authority, the brokerage industry’s self- regulator, the biography said.
Some of Aronow’s recent clients include accounting firm KPMG LLP, whose Chinese affiliate is in a dispute with regulators over its refusal to turn over audit documents, and Christine Serwinski, who was chief financial officer at MF Global Holdings Ltd. (MFGLQ)’s North American broker-dealer before it collapsed in 2011.
Aronow “would adapt extremely well to the role of regulator,” said Daniel Nathan, a partner at the Morrison & Foerster LLP law firm who was his deputy at the CFTC. “He would be a perfect choice.”
Walter, who became chairman after Mary Schapiro left last week, is moving to fill a number of high-level vacancies at the securities regulator. Aronow would be her first outside hire; Walter named acting directors of the agency’s corporation finance and trading and markets divisions on Dec. 17.
Highest-Paid Lawyers Bill $1,200 an Hour or More, Survey Finds
A real-estate investment trust partner in the Dallas office of Locke Lord LLP, who bills $1,285 an hour, had the highest billing rate in a survey by the National Law Journal.
Associates at Dinsmore & Shohl in Cincinnati had the lowest rate for associates, billing $130 an hour, according to the newspaper.
Dickstein Shapiro LLP had lawyers near the top with a rate that peaked at $1,250. Lawyers at DLA Piper LLP and Hogan Lovells LLP were also high on the list, with some billing $1,200 an hour, according to the survey.
The National Law Journal found that the firm-wide median cost for an hour of a lawyer’s time this year was $432 an hour. The highest-paid partners in the survey, which included 55 firms from the largest by headcount, earned a median of $773.
Obama’s Supreme Court Shortlist Puts Kamala Harris at Top
An aging U.S. Supreme Court has observers wondering which justice will step down next.
Antonin Scalia and Anthony Kennedy, both appointed by Ronald Reagan, are 76. If either retires, President Obama could create a liberal majority. A replacement for Stephen Breyer, 74, would probably maintain the court’s conservative/liberal balance.
Most observers believe Ruth Bader Ginsburg will retire first. Appointed by President Clinton, she’s the oldest justice at 79 and has been treated for cancer twice.
Bloomberg News reports that other names circulating for Ginsburg’s seat include Minnesota Senator Amy Klobuchar, Assistant U.S. Attorney General Virginia Seitz and Illinois Attorney General Lisa Madigan.
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Lawyer Says Madoff May Be One Clients’ Better Investments
Arthur Jakoby, co-chairman of the securities and commodities litigation and regulatory practice group at Herrick Feinstein LLP, talks with Bloomberg Law’s Spencer Mazyck about his representation of Beacon Associates LLC and Andover Associates LLP in the settlement of litigation arising out of the collapse of Bernard L. Madoff Investment Securities LLC.
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Dewey & LeBoeuf Files Projections; Aviva Sues Top Executives
Dewey & LeBoeuf LLP’s secured creditors are projected to recover from 47 percent to 77 percent under the proposed reorganization plan, while the recovery by unsecured creditors should range from 5.2 percent to 14 percent.
The defunct law firm filed the projections this week in anticipation of a Jan. 3 hearing for approval of disclosure materials. The midpoint recoveries for secured and unsecured creditors are 58 percent and 9.1 percent, respectively.
Dewey also filed a report this week disclosing collections in November while Aviva Life & Annuity Co. (AV/) sued the firm’s three former top executives, alleging they induced the life insurer to buy $35 million of secured notes in April 2010.
When Dewey filed the proposed liquidating Chapter 11 plan in November based on a court-approved settlement with partners, disclosure materials didn’t include an estimate for creditors’ recoveries. In court papers filed this week, the firm estimates that available asset proceeds for distribution to creditors will range from $146.8 million to $246.7 million.
The official committee representing former partners filed its brief this week appealing approval of the partner settlement. The partner committee contends that the firm gave away its most valuable claims for 17 cents on the dollar.
The committee also contends the amount a partner pays for a release from claims “bears no relationship to that partner’s degree of culpability.”
Aviva claims in a complaint filed Dec. 14 in U.S. District Court in Des Moines, Iowa, that the firm represented that it was “financially sound” when there was $100 million in “undisclosed debt to certain highly compensated partners.”
According to Des Moines-based Aviva, Dewey kept the obligations a secret even from the firm’s own partners to avoid the “possibility of a mass defection.” Aviva alleges the firm misstated “revenues by over $100 million per year.”
The former Dewey executive named in the complaint are Steven Davis, the former chairman; Stephen DiCarmine, the former executive director; and Joel Sanders, the ex-chief financial officer. The firm itself wasn’t named in the suit on account of the pending Chapter 11 bankruptcy.
The lawsuit is “preposterous,” said Ned Bassen of Hughes Hubbard & Reed LLP, the law firm representing DiCarmine and Sanders. “What they are saying is false,” Bassen said in an interview. “There were no misrepresentations.”
An attorney for Davis didn’t return a call seeking comment.
Dewey’s November operating report filed in bankruptcy court shows $2.6 million in fee collections, bringing the total collected during the Chapter 11 case to $71 million. Operating expenses exceeded collections in November by $3.5 million, largely as a result of $2.8 million from charging off uncollectible receivables.
Cash declined about $475,000 in November to end the month at $23.7 million. No cash was paid during the month to pay down bank debt.
Dewey has two official committees, one for unsecured creditors and the other for former partners. The firm once had 1,300 lawyers before liquidation began under Chapter 11 in May. At the outset of bankruptcy, there was secured debt of about $225 million and accounts receivable of $217.4 million, the firm said.
The petition listed assets of $193 million and liabilities of $245.4 million as of April 30.
The case is In re Dewey & LeBoeuf LLP, 12-12321, U.S. Bankruptcy Court, Southern District of New York (Manhattan). The partner committee’s appeal from the partner settlement is Official Committee of Former Partners v. Dewey & LeBoeuf LLP (In re Dewey & LeBoeuf LLP), 12-cv-08488, U.S. District Court, Southern District of New York (Manhattan).
Cozen O’Connor Names Partner Bloch as New Firm General Counsel
Cozen O’Connor’s board of directors elected Sandra A. Bloch as the firm’s new general counsel. Bloch will continue her corporate law practice while taking on her new role.
She succeeds Henry A. Gladstone, who will step down from the position at the end of December after a 10-year tenure, to resume serving his clients.
“I am excited to take on the challenge of general counsel for the firm at a time of significant change in the legal industry,” Bloch said. “The perception of the profession and how it does business is dramatically different than it was just five years ago.”
Bloch is a member of Cozen O’Connor’s corporate practice group. She focuses her practice on mergers and acquisitions, financings and commercial contracts, including executive employment agreements.
Cozen O’Connor has 575 attorneys at 21 offices in the U.S., Toronto and London.
Littler Hires James Witz to Co-Chair Chicago Practice
Littler Mendelson PC hired James M. Witz as a shareholder in Chicago. He will co-lead Littler’s Chicago unfair competition and trade secrets practice with shareholder David Haase, while continuing his general employment litigation and counseling practice.
Witz joins Littler from Freeborn & Peters LLP, where he was a partner and head of its non-competition and trade secret practice, the firm said.
Witz has more than 20 years of litigation experience. He focuses on non-competition and trade secret disputes and has obtained multiple seven-figure trial verdicts for clients, the firm said.
Littler Mendelson has more than 950 attorneys at 56 offices throughout the U.S. and internationally.
Winston & Strawn Ex-Partner Gets Time Served in Starr Fraud
Former Winston & Strawn LLP partner Jonathan Bristol was sentenced to time served for helping launder almost $19 million in financial adviser Kenneth I. Starr’s investment fraud.
Bristol, 57, had faced as long as 87 months in prison under federal sentencing guidelines, which are advisory, after pleading guilty last year to a charge of conspiracy to launder money.
Bristol admitted he conspired with Starr to defraud customers out of more than $18.8 million by accepting money Starr transferred into two escrow accounts he controlled, then wiring the funds out to Starr for his personal benefit.
“A non-guidelines sentence is appropriate,” U.S. District Judge Debora Batts said yesterday in Manhattan. “More than one defendant has contributed” to the crime, Batts said, adding “the court may apportion liability.”
Batts also ordered Bristol to forfeit $18.8 million jointly with Starr. She said that Starr, who pleaded guilty and was sentenced to 7 1/2 years in prison, was ordered to forfeit $30.1 million in May 2011 by the federal judge who was presiding over his criminal case.
Before he was sentenced, Bristol said he’d wanted Starr’s approval and been swayed by the glamour of Starr’s celebrity clients, who he said included photographer Annie Leibovitz, actress Lauren Bacall and film director and writer Norah Ephron.
Bristol admitted that he allowed Starr to wire funds in and out of his escrow account, knowing that the funds were proceeds of Starr’s fraud, prosecutors in the office of Manhattan U.S. Attorney Preet Bharara said.
His lawyer, Susan Kellman, described her client in court as a self-made man who left home as a teenager and attended Amherst College and University of Virginia Law School before becoming a partner at Winston & Strawn. She said he suffers from depression.
Kellman said that Bristol has surrendered his license to practice law in both New Jersey and New York.
The case is U.S. v. Bristol, 10-cr-1239, U.S. District Court, Southern District of New York (Manhattan).
Simpson Thacher Lawyer Argues to Defeat Bid-Rigging Suit
Joseph Tringali, an attorney at Simpson Thacher & Bartlett LLP, argued for defendants in a lawsuit, including Goldman Sachs Group Inc. (GS) and Bain Capital Partners LLC, which are urging a federal judge to reject investor claims that buyout firms and their bankers colluded to rig bids on takeovers.
The defendants, which also include Blackstone Group LP (BX), Carlyle Group, KKR & Co., Apollo Global Management LLC (APO) and JPMorgan Chase & Co. (JPM), argued yesterday before U.S. District Judge Edward Harrington in Boston that the lawsuit by shareholders in acquired companies should be dismissed.
Individuals and pension funds that held shares in companies including Freescale Semiconductor Ltd. (FSL), Neiman Marcus Group Inc. and HCA Holdings Inc. (HCA) sued in 2007 and 2008, claiming “a conspiracy among private-equity firms to rig bids, restrict the supply of private-equity financing, fix transaction prices and divide up the market for private-equity services for leveraged buyouts.” They are seeking a jury trial and money damages.
“If true, we have some pretty serious violations of the antitrust laws,” Darren Bush, a professor of antitrust law at the University of Houston Law Center, said in an interview. “If this conduct is really going on and it’s really problematic, it ought to have a trial.”
Tringali said the investors have provided no evidence of the overarching conspiracy they claim. He cited communications from suitors who lost out on deals or quit bidding, describing them as “words of competitors, not conspirators.”
“It is the company who decides who is going to bid,” he said, “and it’s the company who decides whose price they’re going to accept and how they are going to conduct that process.”
The firms said in court papers that the transactions “simply represent the normal workings of the mergers-and- acquisition business.”
In October, an amended complaint was unsealed, disclosing e-mails among private-equity firm executives about potential buyouts. In an e-mail referring to a Freescale deal, Blackstone Group President Tony James told KKR co-founder George Roberts, “Together we can be unstoppable but in opposition we can cost each other a lot of money.”
“The challenge for the defendants is: How on earth do I walk away from those e-mails?” said Bush, the law professor. “Alternatively, it’s to say: Yeah, I said that but it’s still not a violation of antitrust law.”
Plaintiff Kirk Dahl said he and others in the proposed class of investors owned shares in Freescale in 2006 when the chipmaker announced a buyout by firms including Carlyle and Blackstone for $17.5 billion. HCA was bought by companies including KKR and Bain for $32.1 billion.
“You have the guys who are controlling this industry basically agreeing not to compete, and those agreements suppressed prices,” Patrick Coughlin, a lawyer for the plaintiffs at Robbins Geller Rudman & Dowd LLP, said in a phone interview. Prices were at least 10 percent lower than they could have been, he said.
The cases are Dahl v. Bain Capital, 08-10254, and Klein v. Bain Capital, 07-12388, U.S. District Court, District of Massachusetts (Boston).
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