Delaware Justice to Join Potter Anderson: Business of Law

Myron T. Steele, chief justice of the Delaware Supreme Court, which sets legal precedents for U.S. corporations, will join the law firm Potter Anderson Corroon LLP in mid-January.

“We are honored” to have Steele join the firm, Executive Chairman Donald J. Wolfe Jr. said in an e-mailed statement. “He has served on all three of Delaware’s constitutional courts, led what most would agree is the most respected state judiciary in the country, and served as Delaware’s judicial ambassador at large.”

Steele and his Supreme Court colleagues review rulings from the state’s Chancery Court, a top forum for litigating business disputes. Steele, 68, will leave the court on Nov. 30, more than two years before his term ends in May 2016.

“He has been a tireless and forceful advocate for our state’s judiciary and indeed, for the entire State of Delaware,” Governor Jack Markell said when Steele’s retirement was announced in September. Steele didn’t give a reason for his decision to step down early in a resignation letter he sent to Markell.

More than 60 percent of Fortune 500 companies are incorporated in Delaware, which is home to more legal entities than people, according to the Delaware Secretary of State’s Office. Almost 1 million legal entities were incorporated in the state last year, while Delaware’s population hovered around about 900,000, state officials said.

Potter Anderson, founded in 1826, is the oldest Delaware law firm.

Former U.S. Senator from New Jersey Rejoins Wolff & Samson

Former U.S. senator and New Jersey attorney general Jeffrey S. Chiesa rejoined Wolff & Samson PC, where he will practice in the litigation, corporate internal investigations and white-collar criminal defense groups.

Chiesa was appointed in June 2013 by Republican Governor Chris Christie to fill the Senate vacancy created by the death of Frank Lautenberg, a Democrat. From 2012 to 2013, Chiesa was the New Jersey attorney general. Before that, he was chief counsel to Christie.

“Jeff embodies a level of integrity and professionalism that deservedly earns him the highest degree of respect among clients and colleagues alike,” David Samson, a founding member of the firm, said in a statement. “Jeff’s legal acumen is unrivaled.”

Chiesa, a member of Wolff & Samson before joining Christie’s cabinet, is the third partner at the firm to be New Jersey attorney general, after David Samson and Irwin Kimmelman.

Wolff & Samson has more than 125 attorneys and is based in West Orange, New Jersey.

Sidley Adds Global Finance Partner Burshtine in New York

Sidley Austin LLP said Ram Burshtine joined the firm’s New York office as a partner in the global finance practice. He was previously a corporate finance partner in the New York office of King & Spalding LLP.

Burshtine focuses on leveraged domestic and cross-border acquisition and recapitalization financing transactions, including leveraged and investment-grade financing, leveraged cash flow and asset-based syndicated credit facilities. He also advises clients in connection with debt restructuring, debtor-in-possession credit facilities and exit financing, the firm said.

“Ram is an experienced and skilled finance practitioner with an impressive track record of advising top-tier clients,” Michael J. Schmidtberger, managing partner of the firm’s New York office, said in a statement. “We are pleased to welcome him to our international team of transactional lawyers focused on providing strategic and real-time counsel to clients addressing the latest developments in the global finance market.”

Sidley has more than 1,800 lawyers in 19 offices worldwide.

Morrison & Foerster Adds Corporate Finance Partner Lesmes

Morrison & Foerster LLP added Scott Lesmes, formerly of O’Melveny & Myers LLP, to its corporate finance practice as a partner in Washington. Lesmes has also been chief legal officer at Allied Capital Corp. and deputy general counsel for Fannie Mae.

Lesmes focuses on corporate and securities matters for public companies. He advises companies and boards on securities regulation and corporate governance issues and has experience in dealing with restatements and internal control concerns. He also counsels issuers and underwriters in the public-offering process and in corporate compliance matters involving SEC reporting and disclosure requirements.

His hiring follows the recent arrival of Martin Dunn, a Securities and Exchange Commission veteran also from O’Melveny, who worked closely with Lesmes.

“Scott is a seasoned securities practitioner with both law firm and in-house experience that brings valuable depth to our expanding corporate finance practice,” Brandon Parris, co-chairman of the firm’s global corporate department, said in a statement. “Scott’s addition, coupled with Marty’s arrival, significantly bolsters the firm’s overall corporate presence in the Washington region and raises our national profile as a firm with exceptional securities lawyers.”

Morrison & Foerster has more than 1,000 lawyers in 17 offices in the U.S, Europe and Asia.

Law Firms

Dentons Says Merger With McKenna Long Called Off

Dentons, the 2,600-lawyer global law firm, and 575-lawyer McKenna Long & Aldridge LLP said they called off a proposed merger.

“We are not in a position to successfully bring our firms together at this time,” both firms said today in separate e-mailed statements. “We look forward to maintaining the many friendships and working relationships, including with shared clients, that partners in both firms have forged.”

In October, the firms said they would put the proposed combination to a vote of partners by Nov. 14 after their boards endorsed the move. Dentons partners overwhelmingly approved the deal while partner voting at McKenna was halted when it became clear the deal wouldn’t pass, the Wall Street Journal reported, citing unidentified senior partners.

The news follows the announcement this week that San Francisco firms Pillsbury Winthrop Shaw Pittman LLP and Orrick Herrington & Sutcliffe LLP wouldn’t move forward with merger talks.

A combined Dentons and McKenna Long would have had about 3,175 lawyers, making it the fourth-largest by number of lawyers. The number of law firm mergers has climbed to 78 this year from 60 in the year-earlier period, according to data compiled by law firm consultant Altman Weil Inc.


Chevron Claims Trial Showed Proof of Fraud in Ecuador Verdict

A lawyer for Chevron Corp. asked a federal judge in New York to find that a racketeering plot was behind a multibillion-dollar pollution verdict against the company handed down by an Ecuadorean court.

Closing arguments began yesterday in Manhattan after six weeks of trial in which the company claimed lawyers for the plaintiffs in the Ecuador environmental case coerced and bribed judges, ghostwrote an expert report and drafted much of the actual ruling.

Steven Donziger, a New York attorney accused of leading the scheme, denied allegations of wrongdoing and maintains the judgment is valid.

Randy Mastro, a lawyer for Chevron, the second-largest U.S. energy company, told U.S. District Judge Lewis Kaplan that the evidence showed the pollution ruling was a fraud.

“One thing has always been certain: This judgment was ghostwritten by these plaintiffs,” Mastro told Kaplan yesterday.

Donziger and a team of lawyers won the $19 billion judgment in 2011 on behalf of Ecuadorean rain forest villagers who claimed Texaco, later bought by Chevron, dumped billions of gallons of drilling-generated toxic waste from the 1960s through the early 1990s. The award was cut in half on Nov. 12 by the Ecuadorean National Court of Justice, the nation’s highest tribunal.

Chevron has refused to pay any of the judgment and is seeking an order from Kaplan barring Donziger from trying to enforce it. The company claims Texaco already cleaned up its share of the damage.

The racketeering case is Chevron Corp. v. Donziger, 11-cv-00691, U.S. District Court, Southern District of New York (Manhattan).

For more, click here.


Simpson Advises Hellman & Friedman on Applied Systems Deal

Simpson Thacher & Bartlett LLP is representing Hellman & Friedman LLC in a deal to buy software company Applied Systems Inc. from Bain Capital LLC for about $1.8 billion.

Ropes & Gray LLP advised Bain Capital in the sale.

Simpson Thacher corporate partner Chad Skinner is leading the team, which also includes partners Brian Steinhardt, credit; David Rubinsky, executive compensation and employee benefits; Jeff Ostrow, intellectual property; Katharine Moir, tax; and Peter Thomas, antitrust.

On Ropes & Gray’s team are partners Alfred O. Rose, mergers and acquisitions, and Sunil Savkar, debt.

JMI Equity, a private-equity firm that focuses on software and technology-enabled services businesses, will be investing alongside Hellman & Friedman. Senior management at Applied Systems, which serves the insurance business, will maintain a significant ownership position, according to a firm statement.

Goodwin Procter LLP’s Mark H. Burnett advised JMI on the deal.

The deal should close in early 2014.

Willkie Advises Men’s Wearhouse; Skadden Counsels Jos. A. Bank

Men’s Wearhouse Inc., which less than two weeks ago let a takeover bid from Jos. A. Bank Clothiers Inc. expire without entering discussions, yesterday offered to buy its smaller rival for about $1.54 billion.

Willkie Farr & Gallagher LLP is representing Men’s Wearhouse. The matter is being handled by partners Steven Seidman, Michael Schwartz and Laura Delanoy.

Skadden, Arps, Slate, Meagher & Flom LLP remains with Jos. A. Bank, through M&A partners Paul Schnell and Jeremy London.

The proposal of $55 a share is 8.7 percent higher than Jos. A. Bank’s closing price Nov. 25 and 32 percent higher than on Oct. 8, the day before it bid for Men’s Wearhouse. Jos. A. Bank rose above the offer price in New York trading.

Men’s Wearhouse, taking the advice of its largest shareholder, Eminence Capital LLC, is turning the tables on Jos. A. Bank to expand its base of men’s clothing stores. The deal, which would create a company with about 1,700 stores, would add to earnings in the first year after closing, helped by as much as $150 million in annual savings in purchasing, customer service and marketing over three years, Men’s Wearhouse said yesterday in a statement.

For more, click here.

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