S&C Advises AT&T on DirecTV Takeover Bid: Business of Law

Sullivan & Cromwell LLP represented AT&T Inc., which plans to buy DirecTV for $48.5 billion, gaining more than 38 million video subscribers at home and in Latin America. DirecTV’s legal advisers were: Weil, Gotshal & Manges LLP, Jones Day and Harris, Wiltshire & Grannis LLP.

S&C partners on the deal included Joseph B. Frumkin and Eric M. Krautheimer, corporate; Andrew S. Mason, tax; and Matthew M. Friestedt, executive compensation and benefits.

The Weil team included partners Fred Green and Mike Lubowitz, corporate; Jeffrey Osterman, technology and intellectual property transactions; Paul Wessel, employee benefits; Marc Silberberg and Chayim Neubort, tax; Matthew Bloch, capital markets; Annemargaret Connolly, environmental; and Andrew Yoon, banking and finance.

Jones Day is advising DirecTV on antitrust aspects of the deal. The Jones Day team is led by partner Joe Sims and includes partners Kathy Fenton, Bruce McDonald, Fiona Schaeffer and Craig Waldman. The Harris Wiltshire partners include William Wiltshire and Michael Nilsson.

Debevoise & Plimpton LLP is representing Lazard Ltd. in its capacity as financial adviser to AT&T. The team is led by partners Jeffrey J. Rosen and Jonathan E. Levitsky.

Cleary Gottlieb Steen & Hamilton LLP is representing Goldman Sachs Group Inc., financial adviser to DirecTV, with a team that includes partner Ethan Klingsberg.

Simpson Thacher & Bartlett LLP is representing DirecTV’s compensation committee with a team that includes partner Brian Robbins.

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Law Firms News

Dewey Looks to Judge for Solution to $1.2 Million Tax Problem

Dewey & LeBoeuf LLP, the defunct law firm, has a $1.2 million tax problem it wants a bankruptcy judge in Manhattan to solve.

After the firm’s liquidating Chapter 11 plan was implemented last year, the trust created by the plan filed income tax returns for 2012. The trustee later discovered that the firm had misclassified payments to partners abroad. When the mistakes were corrected, the amended returns showed potential state and federal tax liabilities totaling $1.2 million.

A bankrupt company can sometimes show tax liability resulting from so-called cancellation-of-indebtedness income that arises when debt is wiped out. In Dewey’s case, there was $73.7 million in cancellation-of-indebtedness income.

In papers filed last week, Dewey’s liquidating trustee arranged a hearing on May 28 to ask the bankruptcy judge to rule there’s no tax liability for the trust. If there’s liability, the taxes in effect would be paid by creditors since their recoveries would be reduced.

Dewey, which once had 1,300 lawyers, filed for Chapter 11 protection in May 2012 and implemented a liquidating plan in March 2013. The plan created a trust to bring lawsuits and eliminate claims.

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


Aviation Partner Paul Ng joins Milbank Tweed in Singapore

Milbank, Tweed, Hadley & McCloy LLP said aviation lawyer Paul Ng has joined the firm as a partner in Singapore, where he will be a member of the firm’s transportation and space group.

Ng, who is admitted to practice in England and Wales, New York and Singapore, joined from Stephenson Harwood, where he was the global head of the aviation practice.

“As our aviation practice in Asia continues to grow, we are very fortunate to gain the talents of Paul Ng and his team,””Milbank Chairman Scott Edelman said in a statement.

K&L Gates Adds Caroline Ledoux to Paris Corporate/M&A Practice

The Paris office of K&L Gates LLP added Caroline Ledoux as a corporate/M&A partner. She was previously counsel at Allen & Overy LLP. Ledoux focuses on domestic and cross-border transactions including mergers and acquisitions, restructurings and joint ventures.

Ballard Spahr Adds Three Litigators to Its Phoenix Office

Ballard Spahr LLP added two partners in Phoenix, David J. Bodney, a First Amendment litigator who will lead the firm’s media law group, and Craig Solomon Ganz, who handles corporate restructuring, complex commercial litigation, and bankruptcy issues. A third lawyer, who practices media and constitutional law, joins as counsel.

Bodney joins from Steptoe & Johnson LLP, where he was managing partner of its Phoenix office. Ganz moved from Gallagher & Kennedy.

Littler Mendelson Adds Labor-and-Employment Lawyer in Oregon

Littler Mendelson PC added John Berg to its labor-and-employment litigation practice in Portland, Oregon. Berg was previously at Fisher & Phillips

In the Courts

Roberts Reunites Supreme Court Majority After Obamacare Detour

The U.S. Supreme Court’s conservative majority is back to being the conservative majority.

Two years after the court upheld President Barack Obama’s health-care law and a year after it bolstered gay rights, the five Republican-appointed justices are voting together again in the highest-profile cases.

In recent weeks that group, led by Chief Justice John Roberts, has joined to loosen campaign-finance limits, back government-sponsored prayer and let states ban racial preferences.

Now, as the court enters the final month-and-a-half of its term, those justices may unite in cases involving contraception, abortion protests and separation of powers.

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