Wachtell’s Busy Lawyers Help HP Split: Business of Law

It’s been a busy stretch for lawyers at Wachtell, Lipton, Rosen & Katz. While one team worked on the breakup of Hewlett-Packard Co. into two separate companies, a second team represented CareFusion Corp., a provider of infusion pumps and drug dispensing systems, which is being acquired by Becton, Dickinson & Co. for $12.2 billion.

Becton Dickinson sells laboratory equipment, diagnostic tests and a range of drug delivery systems.

The teams comprised different lawyers, although antitrust partner Nelson Fitts and tax partner T. Eiko Stange worked on both deals.

The Hewlett-Packard team was led by corporate partners Andrew Brownstein and Benjamin Roth and included partners Adam Shapiro, executive compensation and benefits; and Eric Rosof, finance.

The CareFusion team was led by corporate partners David Katz and David Lam and included partners Jeannemarie O’Brien, executive compensation and benefits; and Gregory Pessin, finance.

Skadden, Arps, Slate, Meagher & Flom LLP represented Becton Dickinson. From Skadden were partners Paul Schnell, C. Michael Chitwood and Thomas Greenberg, all mergers and acquisitions; Erica Schohn, executive compensation and benefits; Bruce Goldner, intellectual property and technology; John Bentivoglio, health-care enforcement and regulation; Steven Messina, banking; Laura Kaufmann Belkhayat, corporate finance; Clifford Aronson, antitrust; and Eric Sensenbrenner, tax.

In addition, Paul M. Hamburger, co-chair of the employee benefits, executive compensation and ERISA litigation practice center of Proskauer Rose LLP, led a team that advised Becton Dickinson on employee benefit matters.

For more on the Hewlett-Packard deal, click here. For more on the Becton Dickinson-CareFusion deal, click here.

Firm News

Herbalife Names Compliance Head Amid Fight With Bill Ackman

Pamela Jones Harbour, a Baker & Hostetler LLP partner, will head compliance for Herbalife Ltd., the nutrition company under investigation by the Federal Trade Commission over allegations it runs a pyramid scheme.

Harbour, who served as an FTC commissioner from 2003 to 2010, will lead a global compliance team covering 91 markets, Herbalife said in a statement yesterday.

Herbalife Chief Executive Officer Michael Johnson has made multiple changes in response to a two-year assault by billionaire hedge-fund manager Bill Ackman, who’s accused the company of cheating its independent distributors. The company’s product-return policy was strengthened, outside sales leads were banned, training was added and new distributors now must acknowledge protections in writing. Harbour’s appointment may mean that stricter policing of distributors is coming.

“I know first-hand how great the products are because I’ve been a customer for 10 years,” Harbour said in the statement. “My understanding of the industry and familiarity with the products have given me great insight into what a beneficial company Herbalife is.”

Harbour’s full title will be senior vice president, global member compliance and privacy. The position entails developing education and training policies for Herbalife’s almost 4 million independent members worldwide and coordinating the company’s global privacy and cybersecurity efforts.

Harbour, who worked on the privacy and data-protection team at BakerHostetler, also served as a prosecutor in the New York state attorney general’s office for 12 years.

At Herbalife, she will report to Mark Friedman, the company’s general counsel.

Orrick Adds One Partner in San Francisco and One in London

Randy Luskey, a former assistant U.S. attorney in the criminal division for the Northern District of California, will rejoin the San Francisco office of Orrick, Herrington & Sutcliffe LLP as a partner in the firm’s white-collar defense and corporate investigations group.

Luskey began his career at Orrick as a summer associate in 2003 and joined the U.S. Attorney’s office in 2011. There, he worked on a health-care fraud jury trial against the owners of two medical device companies as well as the prosecution of Ross Ulbricht, who is accused of being the architect of Silk Road, a drug-trafficking website, the firm said in a statement.

Orrick has also added tax partner Ed Denny from Norton Rose Fulbright to its London office. Denny recently advised on tax issues in connection with HSBC Holdings Plc’s underwritten rights issue, Iberia’s merger with British Airways and Delta Air Lines Inc.’s acquisition of a stake in Virgin Atlantic.

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