DLA, Jones Day, Wachtell on Steris Deal: Business of Law

The U.S. government’s attempt to prevent companies from seeking tax addresses outside the country hasn’t stopped Steris Corp.

The Mentor, Ohio-based provider of hospital sterilization products and services announced yesterday that it will buy the smaller Synergy Health Plc and establish the combined company’s tax address in the U.K., with senior executives remaining in the U.S.

Jones Day and Wachtell, Lipton, Rosen & Katz represented Steris, while DLA Piper LLP represented U.K.-based Synergy in the tax inversion deal.

The Jones Day team was led by M&A partner Leon Ferera and included London partners Giles Elliott, capital markets; John Phillips and Liz Robertson, M&A; Dominic O’Brien, banking and finance; Matt Evans, antitrust and competition; Blaise Marin-Curtoud, tax; Chris Papanicolaou, real estate; and Rhys Thomas, global disputes.

The Jones Day partners in the U.S. were James Dougherty, M&A; Thomas Daniels, capital markets; and Ryan Thomas, antitrust and competition.

Wachtell Lipton’s team was led by corporate partner Mark Gordon and included partners Jodi Schwartz, tax; Andrea Wahlquist, executive compensation and benefits; Eric Rosof, finance; and Damian Didden, antitrust.

The DLA Piper team was led by U.K. corporate partner John Campion and included U.K. partners Mark Burgess and Michael Lebovitz, tax; Ben Gorner, employment, Andrew Smith and Alexandra Kamerling, litigation and regulatory; Vikki Massarano, pensions; George Barboutis, corporate; and, in Amsterdam, Marnix Holtzer, employment. The U.S. partners on the deal were Jonathan Klein, M&A; Gerald Rokoff, transactional tax; Paolo Morante, regulation; Stacy Taylor, of counsel, medical devices; Joshua Kaye, U.S. health care/corporate; and Adam Rogers, litigation health-care partner.

Steris’s effective tax rate will reach 25 percent, potentially saving the company about $13 million a year, according to calculations based on the two companies’ annual reports.

“We’re not typically users of aggressive tax policies and I don’t think we are here,” Walter Rosebrough, chief executive officer of Steris, said on a conference call with analysts yesterday. “So we’re not taking super-aggressive postures. We’re not using the number of techniques that the Treasury Department has described as things that they would naturally attack.”

The Steris-Synergy deal is the second announced since the Treasury Department last month gave details of rules designed to make inversions less attractive. Those rules focused in part on pre-deal transactions used to make the U.S. company smaller and thus escape limits pegged to the relative sizes of the two companies.

For more on the deal, click here.

Firm Moves

Willkie Farr Hires SEC Attorney for Asset Management Group

James Burns, deputy director of the division of trading and markets of the U.S. Securities and Exchange Commission, will join Willkie Farr & Gallagher LLP as a partner on Nov. 1.

Burns, who left the SEC Oct. 9, will join Willkie’s asset-management group in Washington. He will focus on counseling investment managers and broker-dealers on all aspects of their business, including regulatory, compliance and enforcement matters, the firm said in a statement.

While at the SEC, he supervised initiatives including the adoption of the Volcker Rule as well as rules implementing the derivatives reform provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Burns joined the SEC in 2008.

Morgan Lewis Hires Justice Department Lawyer, London Partner

Mark Krotoski, a prosecutor with the U.S. Justice Department, and Timothy Corbett, a corporate lawyer in London and previously a partner at Wilmer Cutler Pickering Hale & Dorr LLP, are joining Morgan Lewis & Bockius LLP as partners.

Krotoski, the assistant chief of the national criminal enforcement section of the Antitrust Division, is joining the firm’s litigation practice. He will be in Washington before relocating to northern California in January, splitting his time between the Palo Alto and San Francisco offices.

Before moving to the Antitrust Division in May 2011, he held several senior Justice Department positions, including chief of the Criminal Division of the U.S. Attorney’s Office in the Northern District of California.

He has led cyber-security, trade-secret, economic-espionage, fraud and other white-collar cases, in addition to his work on international cartel cases, the firm said in a statement.

Tim Corbett, who focuses on cross-border transactions, has joined the firm’s business and finance practice in London. Corbett focuses on public and private equity and debt offerings, mergers and acquisitions and venture-capital financings, as well as general corporate-governance and public company disclosure and compliance matters.

He works primarily with companies in the life sciences, technology and media sectors, including those involved in biotechnology, Internet, e-commerce and digital media, television broadcasting and semiconductor design and manufacture, the firm said in a statement.

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