Skadden, Torys on Endo Deal for Paladin: Business of LawElizabeth Amon
Skadden Arps Slate Meagher & Flom LLP and Torys LLP advised Endo Health Solutions Inc. on its agreement to buy Canadian drugmaker Paladin Labs Inc. for about $1.6 billion to expand in that country and emerging markets.
Paladin was advised by Davies Ward Phillips & Vineberg LLP.
The Skadden team includes mergers and acquisitions partners Eileen Nugent and Brandon Van Dyke; tax partner Paul Oosterhuis; banking partner Steven Messina; corporate finance partner Stacy Kanter; and executive compensation and benefits partners Regina Olshan and Erica Schohn.
Torys acted as Canadian counsel for Endo with a team that included partners Sharon Geraghty and Krista Hill, mergers and acquisitions; Glen Johnson, securities; Corrado Cardarelli, tax; Linda Plumpton and Andrew Gray, arrangement; Dany Assaf, investment Canada Act review and competition; Tom Zverina, debt financing; Mitch Frazer, employment; Eileen McMahon and Cheryl Reicin, IP; and Bill Estey, research.
The Davies team for Paladin Labs includes Hillel W. Rosen, M&A; Neil Kravitz, Elliot Greenstone and Gerald D. Shepherd, M&A/capital markets; Mark C. Katz and Charles Tingley, competition; Peter Glicklich, Brian Bloom and Marie-Emmanuelle Vaillancourt, tax.
In addition, Davies partners Richard Cherney and Olivier Desilets, M&A/capital markets; and Rhonda Rudick, tax, are acting for Joddes Ltd. and members of the Goodman family.
Gibson, Dunn & Crutcher LLP represented Credit Suisse Group AG as financial adviser to Palidan with a deal team that included New York corporate partners Barbara Becker and Dennis Friedman.
Endo shares soared the most in 13 years. The purchase, mostly through stock, values each Paladin Labs share at C$77, a 20 percent premium to the Nov. 4 closing price, Malvern, Pennsylvania-based Endo said in a statement yesterday. The deal “immediately” will add to Endo’s 2014 adjusted earnings per share, it said.
The deal gives Endo access to the Canadian market, where Paladin has recorded average sales growth of 28 percent over the past five years, selling treatments for pain and allergy developed by itself or by other companies. Endo is facing declining revenue because of generic competition for drugs including the Lidoderm and Voltaren Gel painkillers.
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NAACP LDF Associate Director Robinson Returns to Lewis Baach
Founding Lewis Baach PLLC partner Jeffrey Robinson returned to the firm as senior counsel in the Washington office after spending four years as Associate-Director Counsel at the NAACP Legal Defense and Educational Fund.
Robinson will lead complex litigation matters for Lewis Baach and expand the firm’s government relations and public policy work, the firm said.
While working at LDF, Robinson led the ballot initiative to reform California’s Three Strikes law, the firm said. He also worked to include civil rights protections in the Affordable Care Act. Robinson represented Al Gore as trial counsel and media spokesman during the 2000 presidential election’s vote-count challenge in Florida.
“Jeff’s proven ability to use litigation to advance public policy makes the firm an even stronger advocate for our clients,” Lewis Baach partner Eric Lewis said in a statement.
Lewis Baach has offices in Washington, New York, London and Buenos Aires.
Ropes & Gray Adds Intellectual Property Lawyer in Silicon Valley
Ropes & Gray LLP said Andrew N. Thomases joined the firm as a partner in the intellectual property litigation group in Silicon Valley. Thomases was previously a partner at Skadden, Arps, Slate, Meagher & Flom LLP.
Thomases has 20 years of experience as a trial attorney. Among his current clients, he is representing one of the largest U.S. manufacturers of flash memory chips before the International Trade Commission.
“To provide clients first-class IP litigation representation, we continue to build on and expand our robust IP litigation practice on the West Coast and globally,” James Batchelder, managing partner of the firm’s Silicon Valley office and a co-chairman of the firm’s technology, media & communications group, said in a statement. “Andrew’s first-rate track record and experience will benefit clients in our Silicon Valley office and beyond.”
Ropes & Gray has more than 1,100 professionals at 11 offices in the U.S., London and Asia.
Goodwin Procter Hires Patent Prosecution and Counseling Partner
Goodwin Procter LLP said Daniel J. Burns joined the firm’s Silicon Valley office as a partner in its patent prosecution and counseling practice. He was previously at Fish & Richardson PC, where he was a partner in the Silicon Valley office.
At Goodwin, Burns will focus on domestic and international patent prosecution. He also will work with client engineering teams and in-house counsel to identify and develop new inventions, advise on intellectual-property agreements, prepare clients for licensing negotiations and conduct open source investigations, the firm said.
“Intellectual property issues present challenges and opportunities to our clients every day, and Dan will provide expanded support to these companies in Silicon Valley and beyond,” Anthony McCusker, head of Goodwin’s Silicon Valley office and leader of the firm’s technology companies group, said in a statement.
Goodwin’s Silicon Valley office opened in 2007 and is now home to more than 50 attorneys. Goodwin has lawyers at offices in Boston, Hong Kong, London, Los Angeles, New York, San Francisco, Silicon Valley and Washington.
Sidley Austin Adds Los Angeles Investment Funds Partner
Timothy A. Spangler joined Sidley Austin LLP in Los Angeles as a partner and member of the firm’s global investment funds, advisers and derivatives practice.
Spangler was chairman of the investment funds group at Kaye Scholer LLP. While based in primarily Sidley’s Los Angeles office, he will continue to work with clients in the New York and London markets as well.
Spangler has experience in advising clients on investment vehicles and related securities and regulatory issues. He advises sponsors on the formation, negotiation and structuring of investment vehicles, and on securities and regulatory issues associated with these transactions, the firm said. He also advises on compliance obligations of investment management firms under the U.S. Investment Advisers Act of 1940 and the Financial Services and Markets Act of 2000.
“Timothy is a talented lawyer whose deep knowledge and broad experience in multiple markets will be a tremendous asset to our clients,” Mike Kelley, managing partner of Sidley’s Los Angeles office, said in a statement.
Sidley has about 1,700 lawyers in 19 offices worldwide.
Sklar Kirsh Hires Loeb & Loeb Corporate Partner Borow
Corporate law attorney Jennifer L. Borow, previously a partner in the Los Angeles office of Loeb & Loeb LLP, joined Sklar Kirsh LLP as a partner in the corporate law practice.
Borow, who has 25 years of experience, focuses on counseling wealthy individuals and family offices on their closely held businesses, real estate holdings and other assets, the firm said.
She has experience in the acquisition and disposition of business assets; the formation, capitalization and governance of joint ventures, partnerships, limited liability companies and other business entities; and the structuring and negotiation of business contracts.
“After spending my entire career with large, institutional law firms, it is exciting to join a boutique law firm like Sklar Kirsh and be part of its success,” Borow said in a statement. “I know and have worked with many of the attorneys here, and have always been impressed with their commitment, energy and creative problem solving.”
Sklar Kirsh is a Los Angeles-based corporate and real estate transactional law firm founded in February by Jeffrey A. Sklar and Andrew T. Kirsh. The firm has 14 attorneys.
Detroit Union Lawyer Didn’t Answer Key Questions, Judge Says
The judge in Detroit’s bankruptcy told the top lawyer for the United Auto Workers that he failed to answer the two most-important questions he was asked in a trial on whether the city can remain under court protection.
U.S. Bankruptcy Judge Steven Rhodes yesterday repeatedly tried to force the general counsel for the UAW, Michael Nicholson, to say whether the union had negotiated with the city over proposed cuts to pension benefits and health-care benefits for retirees.
“I want to tell you, sir, this question and the last question were probably the two most-important questions you were asked here today,” Rhodes told Nicholson, a union witness.
When Nicholson began answering by accusing Detroit’s emergency manager, Kevyn Orr, of ignoring UAW proposals, Rhodes interrupted him.
“You are not answering the question,” the judge said.
Nicholson later asked Rhodes if he could take a break from his testimony. After the break, Nicholson told Rhodes that he made a proposal about negotiating to the city and was told there wasn’t enough time.
The city and its public-employee unions have accused each other of failing to negotiate before Detroit filed its $18 billion bankruptcy case in July.
Rhodes is overseeing a trial to decide whether the city is eligible to remain in bankruptcy, where it is protected from lawsuits and other actions that may interfere with its restructuring efforts. Union and retiree groups want the bankruptcy case thrown out.
The city must show that it’s insolvent, that it’s entitled under state law to file for bankruptcy, that it tried to negotiate with creditors or was unable to do so, and that it intends to file a plan to adjust its debts.
Also yesterday, Andy Dillon, the former Michigan treasurer, began testifying. In 2012, Dillon was part of a team of state officials who had been negotiating a financial stability agreement with Detroit.
Lawyers for the unions and retirees claim state officials, including Dillon and Governor Rick Snyder pushed for a bankruptcy instead of negotiating as way to cut pensions that are otherwise protected by the Michigan Constitution.
Under questioning by William A. Wertheimer, a lawyer for retirees who are suing the city, Dillon acknowledged that bankruptcy was a topic that was discussed by state officials with the law firm Jones Day LP. Jones Day was working for free at the time, possibly to improve its chances of becoming the lead bankruptcy law firm later, Wertheimer said.
Orr was a senior Jones Day bankruptcy attorney before he was hired in March as emergency manager on the recommendation of Snyder. Jones Day was later hired by the city as the lead bankruptcy law firm.
The case is In re City of Detroit, 13-bk-53846, U.S. Bankruptcy Court, Eastern District of Michigan (Detroit).
MF Global Trustee Can Distribute 100% of Customer Funds
MF Global Inc.’s trustee will get court approval to complete distributions to former customers of the failed brokerage, allowing all missing funds to be returned by the end of the year.
U.S. Bankruptcy Judge Martin Glenn said yesterday he’s prepared to approve a plan to make the final determination of what 26,000 former customers are owed and distribute the money to them. The motion will ensure customers are paid by Dec. 31, satisfying all claims more than two years after the brokerage failed.
“That’s quite an accomplishment,” Glenn said at a hearing in Manhattan. At the outset of the case, nobody thought that customers would recover everything they lost, he said.
MF Global Holdings Ltd., the brokerage’s parent company, filed for bankruptcy on Oct. 31, 2011, after a wrong-way $6.3 billion bet on bonds of some of Europe’s most indebted nations. The company listed assets of $41 billion and debts of $39.7 billion. More than $1.6 billion in customer funds that should have been segregated were missing.
The trustee, James Giddens, a partner at Hughes Hubbard & Reed LLP, marshaled more than $5.3 billion in assets from MF Global’s former exchanges and depositaries, which he said were clearly customer property. He has already made interim distributions to customers. The final distributions will require him to advance funds from the company’s general bankruptcy estate.
James Kobak, a lawyer for Giddens who is also a partner at Hughes, said there is only $837 million in the general estate, and he hopes the amount will be “fortified” by further recoveries. The only potential source of more recoveries is a lawsuit brought by customers that claims mismanagement led to its downfall.
The defendants in that case, including former auditor PricewaterhouseCoopers LLP, ex-New Jersey Governor and onetime Goldman Sachs Group Inc. Co-Chairman Jon Corzine, and senior executives Bradley Abelow and Henri Steenkamp, objected to the distributions.
The distributions will improperly allow Giddens to assign funds that could be part of general creditors’ estate and require the court to find that there is a shortfall in the customers’ estate of at least $632 million, lawyers for PwC and the defendants said in court papers.
The holding company’s Chapter 11 case is In re MF Global Holdings Ltd., 11-bk-15059, U.S. Bankruptcy Court, Southern District of New York (Manhattan). The liquidation of the broker is In re MF Global Inc., 11-bk-02790, in the same court.
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Levitt Says ‘Curtain Hasn’t Fallen’ on SAC’s Cohen
Arthur Levitt, former chairman of the U.S. Securities and Exchange Commission, talks about the agreement by billionaire Steven A. Cohen’s hedge-fund SAC Capital Advisors LP to plead guilty to securities and wire fraud, pay a record $1.8 billion fine and close its investment advisory business.
Levitt, speaking with Sara Eisen and Tom Keene on Bloomberg Television’s “Surveillance,” also talks about the outlook for Wall Street.
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Fowler White Names Adele Stone Head of Fort Lauderdale Office
Real estate lawyer Adele I. Stone was named managing shareholder of Fowler White Boggs PA’s Fort Lauderdale, Florida, office. She succeeds Terrence Russell, who will remain a shareholder with the firm, splitting his time between the Fort Lauderdale and Jacksonville offices.
Stone, who has more than 30 years of legal experience, also has a business law practice. She has handled the structuring of new entities, preparation of business agreements and asset-based transactions.
Fowler White Boggs has 100 attorneys in five Florida offices.