Simpson Thacher Advises KKR on Panasonic: Business of Law

Simpson Thacher & Bartlett LLP and Nishimura & Asahi are representing KKR & Co., which agreed to buy Panasonic Corp.’s health-care unit for about 165 billion yen ($1.67 billion). Panasonic received legal advice from Nagashima Ohno & Tsunematsu.

Simpson Thacher Tokyo corporate partners David Sneider and Taki Saito are leading the team. Additional Simpson Thacher partners on the deal include Sinead O’Shea, credit; David Vann, antitrust; Andrea Wahlquist, executive compensation and employee benefits; Lori Lesser and Jasmine Kaufman, intellectual property; and Katherine Moir, tax.

A wholly owned subsidiary of the U.S. private-equity firm will purchase all shares and assets of Panasonic Healthcare Co., according to a statement from the companies. KKR then will allocate 20 percent of the shares of the wholly owned unit to Panasonic. The Osaka-based Japanese electronics maker expects the transaction to add 75 billion yen in profit and said it’s studying the effects of the sale on its annual forecast.

“We believe that partnering with KKR will also allow us to learn from KKR’s global operational and business management expertise as we pursue the next stage in growth,” Panasonic President Kazuhiro Tsuga said in the statement.

Panasonic Healthcare, which provides digital medical-record systems and makes instruments that measure blood glucose, would be KKR’s biggest acquisition in Japan, according to data compiled by Bloomberg. Panasonic is selling control of the unit as it focuses on a 250 billion-yen plan to reverse losses at its electronics business in the next two years.

For more, click here.


Kodak’s Legal Bill Includes More Than 200 Lawyers

What do lawyers cost for a company’s 19-month bankruptcy reorganization? In Eastman Kodak Co.’s case, it was more than $63 million, or about $3.3 million a month, for more than 200 attorneys.

Sullivan & Cromwell LLP, chief bankruptcy counsel for Rochester, New York-based Kodak, filed papers last week seeking final approval of fees covering the photography pioneer’s Chapter 11 case, which began in January 2012 and concluded this month.

Partners devoted 25,500 hours to the case, at a total cost of $25.9 million. Associates billed almost 54,000 hours, for $33.7 million in time charges.

The New York-based firm’s top rate was $1,150 an hour. A partner admitted to practice nine years ago was included among those charging the highest rate.

Associates don’t come cheap either. The firm charges $550 an hour for a lawyer admitted to the bar two years ago. A non-partner with seven years’ experience billed at $875 an hour.

In total, about 215 S&C lawyers billed time to Kodak, including 62 partners, 130 associates and 22 lawyers known as counsel.

Combining partners and associates, S&C’s average hourly rate was almost $750.

A hearing to approve the fees is set for Nov. 19.

Beginning in November, the Justice Department’s Chapter 11 watchdogs, known as U.S. Trustees, will require law firms in bankruptcy cases to reveal what they collect in non-bankruptcy engagements, so the court can compare the charges.

Unsecured Kodak creditors with $1.6 billion to $2.2 billion in claims were projected in the disclosure statement to have a recovery of 4 percent to 5 percent.

For details on Kodak’s plan and the explanatory disclosure statement, click here for the June 24 Bloomberg bankruptcy report. For details on the revised plan and its treatment of second-lien claims, click here for the June 19 Bloomberg bankruptcy report.

Kodak listed $5.1 billion in assets and $6.75 billion in debt. Liabilities for borrowed money, totaling $1.6 billion, included $100 million on a first-lien revolving credit and $96 million in outstanding letters of credit.

Initially, other liabilities included $750 million in second-lien notes, $406.1 million in convertible notes, and $252.4 million in senior unsecured notes. Trade debt was $425 million.

The case is In re Eastman Kodak Co., 12-bk-10202, U.S. Bankruptcy Court, Southern District of New York (Manhattan).

Firm News

Dewey & LeBoeuf’s New York Landlord Sues Ex-Partners Over Rent

The New York landlord for defunct law firm Dewey & LeBoeuf LLP is holding the bankrupt firm’s former partners responsible for the office rent under a contract that lasts until 2020.

In a filing in Manhattan state court that included four and a half pages of names, or about 450 lawyers, the landlord, 1301 Properties Owner, alleged that Dewey “partners are jointly and severally liable for all amounts that are due and will become due under the lease.”

The suit doesn’t name a specific sum that the landlords are seeking but requests the unpaid rent, interest, damages and attorney fees. Rosenberg & Estis PC is representing 1301 Properties.

Dewey once had 1,300 lawyers. The liquidation began under Chapter 11 in May 2012. At the outset of bankruptcy, there was secured debt of about $225 million and accounts receivable of $217.4 million. Dewey’s liquidating Chapter 11 plan was approved by the bankruptcy court in February and implemented in March.

The American Lawyer reported landlord’s complaint earlier.

The case is 1301 Properties Owners v. Abelson, 653342, New York State Supreme Court, New York County.

The bankruptcy case is In re Dewey & LeBoeuf LLP, 12-12321, U.S. Bankruptcy Court, Southern District of New York (Manhattan).

SEC News

SEC Trial Lawyer Who Beat Fabrice Tourre Said to Step Down

Matthew Martens, the head of the U.S. Securities and Exchange Commission’s trial unit who won a fraud ruling in court against former Goldman Sachs Group Inc. executive Fabrice Tourre, is leaving the agency, a person with knowledge of the matter said.

Martens, 41, joined the SEC in August 2010 as the enforcement division struggled to restore its reputation after missing Bernard Madoff’s multibillion-dollar fraud. His deputy, Matthew Solomon, will take over as chief litigation counsel when he leaves in the coming weeks, said the person, who asked not to be identified because the decision is not yet public.

Martens, who earlier in his career worked as a law clerk for former Supreme Court Chief Justice William Rehnquist, was thrust into the spotlight as the lead trial attorney to argue the SEC’s case against Tourre, who had been accused of misleading investors about a financial product linked to subprime mortgages. Martens’s victory in court bolstered pledges by SEC Chairman Mary Jo White to seek more onerous settlements even if it could lead to more trials.

His departure is a setback to White’s efforts to strengthen the agency’s bench of litigators. In a speech yesterday, White said having a formidable trial threat is essential for reaching meaningful settlements with securities violators.

Solomon, 40, joined the SEC in April 2012 from the U.S. Attorney’s Office for the District of Columbia, where he was chief of the fraud unit. He holds degrees from Wesleyan University and Georgetown University Law Center.

Solomon began his career as a law clerk for U.S. Judge James Robertson in the District Court for the District of Columbia. He also served as a clerk for Judge Dennis Jacobs in the U.S. Court of Appeals for the Second Circuit, the SEC said.

Martens, who is in talks with several private law firms, hasn’t decided where he will work after leaving the SEC, according to the person.


Jones Day Strengthens Tax, Finance Practices in Paris

Jones Day said partner Siamak Mostafavi and an associate will join the tax practice in the Paris office. They were both previously at Allen & Overy LLP’s Paris office, where Mostafavi founded the tax team in 1999, the firm said.

Mostafavi focuses on advising financial institutions on the tax aspects of financial and derivatives products. He will play a senior role along with partner Emmanuel de La Rochethulon, who has a taxation practice focused on M&A, complex restructurings and real estate, the firm said in a statement.

Jones Day has 40 offices in cities throughout the world.

Colleen Hart Joins Proskauer in Los Angeles From Jones Day

Proskauer Rose LLP said Colleen M. Hart joined the firm as an executive compensation and employee benefits partner in the Los Angeles office. She was previously at Jones Day.

Hart focuses on transactional matters and executive compensation. She has more than a decade of experience representing public companies, boards, private-equity firms and management teams on benefits and compensation issues related to M&A, bankruptcies, financings and public offerings, the firm said in a statement.

Proskauer has lawyers at offices in the Americas, Europe and Asia.

Morrison & Foerster Adds Energy and Financial Services Lawyer

Morrison & Foerster LLP said Julian E. Hammar joined the energy and financial service regulatory practices in Washington. Hammar, who was previously an assistant general counsel at the Commodity Futures Trading Commission, joined the firm from Covington & Burling LLP, where he was special counsel.

Hammar has experience with matters related to Dodd-Frank compliance, the Commodity Exchange Act and CFTC regulatory enforcement. His practice focuses on futures, derivatives and commodities, energy regulatory compliance and enforcement, corporate and securities matters, the firm said.

“Dodd Frank established a comprehensive regime through which the CFTC regulates swaps and other kinds of derivatives and commodities,” Bradley Lui, managing partner of the Washington office, said in a statement. “Julian’s considerable experience at the CFTC, including drafting key rule-making provisions, will prove a tremendous asset to our clients as they navigate exchange rules, disclosure regulations and pricing requirements.”

The firm has more than 1,000 lawyers in 17 offices worldwide.

DLA Piper Adds Employment Partner Durham in San Francisco

DLA Piper LLP said David Durham joined the firm’s employment practice in San Francisco. He was most recently at Arnold & Porter LLP.

Durham’s practice focuses on traditional labor and employment matters, including representing employers in union elections, unfair labor practices, collective bargaining negotiations, outsourcing, strike preparation and other matters, the firm said in a statement.

DLA Piper has 4,200 lawyers in more than 30 countries in the Americas, Asia Pacific, Europe and the Middle East.

Olshan Adds Corporate/Securities, Real Estate Partners

Olshan Frome Wolosky LLP added Spencer G. Feldman as a member of the corporate/securities law practices in New York. He was previously at Greenberg Traurig LLP.

Alexander Ferrini has also joined the firm and will head the construction law group in Olshan’s real estate law practice. He was previously at his own firm.

Feldman, who has been an attorney for more than 25 years, concentrates his practice on initial public offerings, follow-on offerings, PIPEs and other private financings, and reverse public offerings, among other matters, the firm said in a statement. He has been counsel to emerging technology business ventures, including companies involved in digital advertising, social media sponsorships, among other matters.

Ferrini’s practice is focused on representing owners including public institutions, institutional developers, private developers and individuals in identifying and resolving their construction project problems.

Olshan has 83 lawyers at offices in New York and New Jersey.

Golenbock Eiseman Adds Kyle Foley in Corporate Practice

Kyle Foley joined Golenbock Eiseman Assor Bell & Peskoe LLP in their corporate practice. He joins the firm from Zuckerman Gore Brandeis & Crossman LLP where he was of counsel.

Foley’s practice concentrates on finance, commercial lending and general corporate work. He has experience representing banks, private equity funds, and corporate clients in connection with the structuring, negotiation and lead documentation of various large-cap and middle market asset based and cash flow based secured lending transactions and private equity investment transactions, the firm said in a statement.

Golenbock Eiseman is a full-service Manhattan law firm of approximately 50 attorneys.

General Counsel

Facebook Adds Gibson Dunn Lawyer to Deputy General Counsel Post

Gibson Dunn & Crutcher LLP’s former information technology and data privacy group co-chairwoman, Ashlie Beringer, is moving to Facebook Inc.’s legal department, where she will become vice president and deputy general counsel, according to Corporate Counsel magazine. She fills the role vacated by Colin Stretch, who became general counsel in June.

Beringer advised Facebook on an investigation by the Federal Trade Commission and she has handled privacy claims settlements, among other matters, the magazine reported.

Facebook’s legal department currently has about 75 people, according to the magazine.

Before it's here, it's on the Bloomberg Terminal.