Media Mentions
2012
“French Connections”
American Lawyer “Focus Europe,” Winter 2012
Jacques Buhart assessed the French legal services market as being “very divided,” explaining that “this market fragmentation and the limited size of the key players continue to provide excellent opportunities for firms wishing to enter the market or improve their position.” Lionel Lesur agreed that France is “one of the most attractive marketplaces in Europe” for law firms, calling it a “bee hive of opportunities for international law firms, particularly Paris, where 40% of these lawyers are situated and where three quarters of the turnover generated by legal services is made.”
Jacques Buhart, Lionel Lesur, Corporate
“Bankers Bullish on Tech M&A for 2012”
TheStreet, January 31, 2012
John Tamisiea expressed the belief that mergers and acquisitions among technology companies, particularly those involved in mobile telecom, could increase due to patent considerations. “Companies are trying to acquire as much intellectual property as they can from a defensive standpoint,” Mr. Tamisiea said.
“IPO Outlook in 2012”
Thomson Reuters Legal Current, January 27, 2012
Thomas Murphy commented in this podcast interview on the weak IPO market during the second half of 2011, when stocks overall were quite volatile. “A down market generally hits IPOs as much or more than anything in the market,” he noted. “A lot of companies would go public if they could. I think it’s less a question of companies exercising caution and more a question of investors exercising caution.” For IPOs in 2012 Mr. Murphy predicted: “I don’t think we’re going to see a great start … but by time the year is over it will be somewhat better.”
“France Sanctions Tourism Trade Association”
Global Competition Review, January 16, 2012
Lionel Lesur noted that French Competition Agency fines against the country’s tourism association and ten tourism consultancies for price fixing involves monetarily small amounts that are still significant. “If you look at some of the fines in relations to the companies’ sizes, they are actually very high,” Mr. Lesur said. “Three of the companies have been hit with fines of 4-5 percent of their annual turnover,” which is “proportionally higher” than large fines against a bigger company.
“Nevada Cancer Institute Sale OK’d”
The Deal Pipeline, January 13, 2012
James Kapp III, Gary Gertler and Esther Chang represented the successful stalking horse bidder in the $18 million bankruptcy sale of Nevada Cancer Institute’s oncology treatment business, which has been approved by federal bankruptcy court in Nevada.
Esther Chang, Gary B. Gertler, James W. Kapp III, Corporate, Health
“Nevada Cancer Institute Bid Unopposed”
The Deal Pipeline, January 5, 2012
James Kapp III, Gary Gertler and Esther Chang were noted as representing the successful stalking horse bidder in the $18 million sale of Nevada Cancer Institute’s oncology treatment business.
Esther Chang, Gary B. Gertler, James W. Kapp III, Corporate, Health
2011
“The Best of 2011: Most Likely to Succeed”
Legal Bisnow, December 23, 2011
Thomas Conaghan was featured for his role on McDermott’s 40-person team that worked on the acquisition by a group led by Fila Korea of the Acushnet golf business and its Titleist and Footjoy brands. The transaction was the largest acquisition ever of a global brand by a Korean company, and was singled out by this publication as one of the top deals of the year.
“Same Rules, Different Ball Game”
The Deal Pipeline, December 16, 2011
Raam Jani, who with Ryan Harris represented two young entrepreneurs in creating a “search fund” capital pool for acquiring and managing lower middle market companies, said that lawyers typically “don’t want to get involved” with such a fund until assured that the searchers “are going to be able to raise their search capital.” Because such young capitalists “probably don’t have a whole lot of personal assets to put into the transaction,” Mr. Jani felt it “unlikely” that investors would sue a failed fund. “They can spend a lot of money, but you can’t get blood out of a rock,” he noted.
Ryan D. Harris, Raam S. Jani, Corporate
“S.F’s Zynga Aims to Strike it Rich with IPO Today”
The San Francisco Chronicle, December 16, 2011
Mark Mihanovic stated that, even if the initial public offering of online gaming company Zynga is successful, “It’s difficult to say … that the IPO market is going to be vibrant in 2012. Having said that,” Mr. Mihanovic added, “if world events stabilized from an economic standpoint, there is a significant pipeline of companies that are looking to go public.”
Family Offices Seek Shield From SEC Disclosure
Bloomberg News, December 13, 2011
Mark Selinger cited the example of a family office that transferred management of a college savings account previously managed for the family’s security head as an example of the changes that these wealth management services must make due to tighter SEC scrutiny under the Dodd-Frank Act. Mr. Selinger said he expects more such changes in order to avoid enforcement action, adding, “Family offices tend to be very averse to negative publicity.”
“France Punishes Detergent Cartelists”
Global Competition Review, December 8, 2011
Lionel Lesur called a French Competition Authority fine against laundry detergent makers for cartel participation a “landmark” case with “very important impact” as the Authority’s first leniency case regarding consumer products while being its third highest fine ever. “All the companies applied for leniency and they all benefited from a fine reduction,” Mr. Lesur said. “This demonstrates that the leniency policy functions very well. Companies understand the benefits of applying for leniency, because they have a financial interest in doing so.”
“Nevada Cancer Institute Looks to Sell”
Deal Pipeline, December 5, 2011
James Kapp, Gary Gertler and Esther Chang were noted as representing the proposed stalking horse bidder in the Chapter 11 bankruptcy sale of a Nevada nonprofit cancer institute’s oncology treatment business.
Esther Chang, Gary B. Gertler, James W. Kapp III, Corporate, Health
“Herbert Smith Paris Hires Bouygues Travaux Publics GC”
The Lawyer (UK), December 2, 2011
Jacques Buhart was noted as joining McDermott’s Paris office earlier this year after formerly heading the corporate practice at the Paris office of another leading international law firm.
“Market Slump Bodes Ill for Year-End IPOs”
MarketWatch, November 21, 2011
Thomas Conaghan, observing that several recent IPO issues declined on their debuts, said that “another deal’s bad fortune leaves a bad taste in the market for further new issuance. Everyone wants to be pricing in a good environment, and a good environment is when every other IPO is trading up.”
“Into the IPO Ring”
Portfolio.com, November 14, 2011
Mark Mihanovic said he expected other companies to pursue initial public offerings following the success of Groupon’s IPO, because “there was a backlog looking for…some stabilization in the market. Windows open and close, particularly in a volatile market and when the windows open you want to go through it,” especially now to avoid the distractions of the holidays and planning for 2012.
“Private Equity Sitting on Powder Keg But Not For Long”
Law360, November 14, 2011
Laurence (Larry) Bronska predicted that, because “dry powder [cash at private equity funds] is at relatively unprecedented levels, … much of it will be invested. Eventually it will find a home, which means that lawyers will be active supporting their clients’ efforts in deploying capital.”
Laurence R. Bronska, Corporate, M&A - Private Equity
“Groupon’s IPO Could Inspire Others”
Daily Journal, November 7, 2011
Mark Mihanovic observed that “a handful of technology companies” are moving forward to price initial public offerings, and that “depending on the success of the IPOs and the subsequent trading performance of those deals, many more could follow. If these companies see an opening window, many will likely try to move through it prior to the holidays.”
“Goodwin Procter Advises Imperva on Planned IPO”
The Recorder, November 4, 2011
Mark Mihanovic cited several recent and upcoming initial public offerings in saying that “timing is critical in the context of the IPO process. When companies and underwriters see a window open, they want to act on it as quickly as possible.” For this reason Mr. Mihanovic said online games developer Zynga “is in a great position” for an IPO, because “they can go out if they want, but if they perceive any potential drag on valuation they can also wait.”
“SBICs Sizzle, Offering Alternative to Bank Loans”
CFO.com, November 4, 2011
Laurence Bronska praised the Small Business Administration’s Small Business Investment Co. (SBIC) loans as “great [for companies] because it’s more supply” of financing with high-quality investors. He noted that the SBIC program will offer “more competition, more availability and more options for folks who are looking for investment capital,” with funding that is “less expensive than equity but more expensive than typical senior credit.”
Laurence R. Bronska, Corporate
“Vision Capital Completes Purchase of Speyside-backed Companies”
Deal Pipeline, November 2, 2011
Thomas Sauermilch, Joel Rubinstein, Christian von Sydow and Carsten Böhm were noted as McDermott lawyers advising Philadelphia private equity firm Speyside Equity in selling stakes in two portfolio companies to a private equity firm in London.
Carsten Boehm, Joel L. Rubinstein, Thomas Sauermilch, Christian von Sydow, Corporate
“Analysis: Groupon IPO to Test Nascent Private Stock Markets”
Reuters, November 1, 2011
Thomas Conaghan said that even if traders lose money on new private stock exchanges that allow transactions in shares of companies (like Groupon) before they go public, the losses “may present the true validation for the legitimacy of these secondary markets.” As Mr. Conaghan noted, “Real investors in healthy markets know it is not ‘all up all the time.’ I suspect that even those who may incur losses on Groupon will not give up on secondary markets.”
“Deal Between Central Falls Receiver and Unions Could Benefit Bondholders”
Debtwire.com, October 20, 2011
Nathan Coco said he doubted that any challenge to the Central Falls, Rhode Island Chapter 9 bankruptcy filing would be successful. “It’s true they [filers] are required to be insolvent, but that’s relatively easy to prove in Central Falls, where it’s been reported they have $80 million of unfunded pension liability,” Mr. Coco said. He added that in situations involving “something as dire as bankruptcy,” one would expect the financial problems “would be severe enough … [to] certainly satisfy” the conditions for filing.
“McDermott Boosts Germany with Double Partner Hire as London IP Head Leaves”
Legalweek.com, October 20, 2011
Michael Ruoff, who focuses on renewable energy projects and transactions and formerly was with a German project development company, joined McDermott’s Munich office as a partner and head of the Firm’s German energy practice. Also in Germany, Holger Weiss came to the Firm’s Duesseldorf office as a corporate and real estate partner focusing on complex real estate transactions and related financing and tenancy law.
Michael Ruoff, Holger Weiß, Corporate, Energy Advisory
“SEC Guidance on Cybersecurity Aims to Keep Investors Informed”
Corporate Counsel, October 18, 2011
Amy Leder said that new SEC guidance for companies to disclose material cybersecurity risks calls for answering the potential investor’s question, “When I’m investing in your stock, is this something I need to worry about?” In particular, she noted, if a real or potential incident “rises to the level of materiality,” it might warrant disclosure in Form 10-Q and 10-K filings. Heather Egan Sussman called disclosing the right amount of information about cyber risks a “balancing act,” in which the many companies that already undertake a “normal evaluative process” to assess those risks will have the job of “translating it into their public-facing documents.”
Amy S. Leder, Heather Egan Sussman, Corporate, Employee Benefits
“Playing into a VC’s Desire for Lean and Mean”
Boston Business Journal, October 14, 2011
Mark Stein said that virtual biotech companies – which rely on outside R&D vendor contracts rather than employees – are attractive to venture investors because they have lower fixed costs, can access top-notch talent more easily, and can direct more investment funds to testing rather than personnel. Mr. Stein noted that the virtual model has “no disalignment of interest in terms of management,” because the flexibility allows the company to cut its losses and move on if test results are not promising.
“Who’s Who in L.A. Law”
Los Angeles Business Journal, October 10, 2011
Gary Rosenbaum was profiled as one of the top transactional lawyers in Los Angeles. The article cited his work leading McDermott’s representation of Securus Technologies in its 2010 debt restructuring, among other matters. Mr. Rosenbaum said that the secret to closing a deal is “understanding your client and its business, and knowing the points that your client needs to have as opposed to the terms that it views as being nice to have, and being able to prioritize those critical points.”
“Innovating Our Way to Better Health”
MPO Magazine, October 2011
Christopher Donovan was noted as moderator for a well-attended panel discussion on negotiating medical product outsourcing agreements, held at the annual conference of the Advanced Medical Technology Association in Washington, DC.
Christopher J. Donovan, Corporate, Life Sciences - Medical Products & Technology
"McDermott Advises Munich Re and Methorios Capital S.p.A. on Key Matters"
TopLegal Magazine, September 27, 2011
McDermott Italy is cited in relation to our work in assisting Munich Re and Methorios Capital S.p.A. on a corporate, antitrust and tax matter. Partners Filippo Mazza, Mario Martinelli and Veronica Pinotti are mentioned.
Mario Martinelli, Filippo Mazza, Veronica Pinotti, Antitrust & Competition, Corporate, International Tax, Italy, Tax
“McDermott Adds Paris Partner Amid Busy Local Lateral Market”
Legal Week (UK), September 22, 2011
Jonathan Wohl, who joined McDermott’s Paris office as a partner and will practice there with several colleagues from a previous firm, said that his decision involved “more than just a reunion with some old friends – although that was one of the things that did make me want to join. McDermott has big plans for its Paris office, and I look forward to helping to grow its client base.”
“Marketplace”
New York Law Journal, September 21, 2011
William Stempel was noted as representing Savannah, a New York-based real estate private equity and asset management firm, in its 10-year lease of commercial office space in the financial district to a 15-lawyer defense firm that is moving from its Brooklyn offices.
“McDermott Will & Emery Appoints Partner in Paris”
Unquote (France), September 15, 2011
Jonathan Wohl was featured as the newest partner among the 12 professionals of McDermott’s Paris office. Mr. Wohl, who previously practiced in Paris and Hong Kong, will focus on merger and acquisition matters.
“McDermott Unveils London Growth Agenda in Wake of Restructuring and Departures”
Legal Week (UK), September 15, 2011
Hugh Nineham said that redirecting McDermott’s London office emphasis upon six key practice areas will create “a more focused, more integrated operation in London,” meaning that the office is “in an ideal position for growth … where we can genuinely say to clients that we are the best in the market in these chosen practice areas.”
“How the SEC Hedged Its Proxy Access Plan”
CFO.com, September 8, 2011
Thomas Murphy predicted that public companies will be less likely to see shareholder proxy proposals under the SEC’s newly effective Rule 14a-8 than they would have had full proxy access survived under a more expansive proxy access plan for investors that was rejected in July.
“Market’s Malaise Raising Bar for IPOs”
Boston Globe, August 5, 2011
Mark Selinger said the negative impact of the recent stock market weakness on initial public offerings “will create a speed bump for the rest of the month and it remains to be seen what kind of effect it has for the rest of the year.” He added, “I don’t see people lining up” to do IPOs.
“Korea Takes a Fresh Swing at M&A”
Wall Street Journal, August 1, 2011
In-Young Lee, a member of the McDermott team that advised Fila Korea in its acquisition of golf equipment maker Acushnet from Fortune Brands, said that such a purchase of a well-known brand by a relatively small Korean company could encourage more deals by larger Korean firms. Mr. Lee noted that, despite worries about the ability to properly integrate an acquired company that has people unfamiliar with Korean culture, Korean companies have grown more sophisticated in their hunt for overseas assets beyond the traditional natural resources area.
“WPAHS Stonewalling Trustee, Bank Says”
Pittsburgh Business Times, July 28, 2011
William Smith, as counsel to the bond trustee for a struggling Pennsylvania hospital network, questioned the network’s lack of disclosure about its affiliation with and cash infusion from a Blue Cross/Blue Shield licensee. “Their view is they are completely compliant with disclosure obligations. The material struck us as less than definitive as to what the likely relationship will be,” Mr. Smith said in an open conference call with bondholders. Noting that “it would serve all if more information were disclosed,” Mr. Smith vowed to “continue to ask questions and seek information” on bondholders’ behalf.
“Marketplace”
New York Law Journal, July 27, 2011
William Stempel represented private equity real estate firm Savanna in leasing office space to two small law firms at its 5 Hanover Square property in lower Manhattan.
“The View from Heron Tower”
PropertyWeek.com, July 22, 2011
Hugh Nineham, as managing partner of McDermott’s London office, said of the office’s move to the newly constructed, 46-story Heron Tower: “We felt that it was time to present a different face to the market. The dominating factors were efficiency, both in terms of how we used space and how efficient the building was – not just the environment but technology.” Noting that the working environment is conservative and practical, he added, “We are at our desks most of the time – more than we used to be – because more work is done by telephone and email than face-to-face meetings.”
“McDermott Successfully Advises WABCO Holdings”
Asia Chronicles, July 22, 2011
Pierre Brochet and Lee Khvat (London), John Hammond, Neal White and Daniel Zucker (Chicago), and Thomas Conaghan (Washington, DC) were members of a multi-office McDermott team that represented global technology leader WABCO Holdings in negotiating a $400 million credit facility for itself and subsidiaries in Belgium, Hong Kong and Singapore.
Pierre Brochet, Thomas P. Conaghan, John P. Hammond, Lee Khvat, Neal J. White, Daniel N. Zucker, Corporate
“Italy: Further FIT Cut Claims Disputed”
PV Magazine, July 5, 2011
Carsten Steinhauer described reports that Italy might reduce renewable energy support as “a pure negotiation maneuver, which was never a serious prospect.” Instead, Mr. Steinhauer noted in an email, “The proposal of further cuts (30 percent on all renewable energy incentives) was not pursued and was already disclaimed by the [government] …”
“PopCap Sale Shows Shaky IPO Market”
TheStreet.com, June 23, 2011
Mark Selinger observed that startup companies increasingly are open to mergers rather than initial public offerings as growth strategies. “In the really frothy days, everyone was all in for the IPOs,” he noted. “It was your only focus and you tried to run the process very quickly. Now when a good [merger] offer comes along, there’s more inclination to take it than before.” Mr. Selinger also said that technology IPO investors “are just looking for the next Amazon” and fear that smaller companies “are going to turn into roadkill when the bubble bursts.”
“$1.23 Billion Golf Buy”
Legal Bisnow, June 6, 2011
Thomas Conaghan called getting the deal signed for the Fila Korea/Mirae Asset Private Equity purchase of the Titleist and Footjoy golf equipment lines a “three month sprint” during which he was “lucky if I got six hours” of sleep a night given the 13-hour US-Korea time difference. Mr. Conaghan said the deal was more than a business transaction, it was front page news in Korea. The article noted that Joel Grosberg managed the transaction’s US and foreign antitrust approvals, Daphne Trotter led the environmental review of the global manufacturing facilities involved, James Riedy led the international tax structuring team, and more than 40 McDermott timekeepers were involved overall.
Thomas P. Conaghan, Joel R. Grosberg, James A. Riedy PC, Daphne W. Trotter, Antitrust & Competition, Corporate, OSHA, MSHA & Catastrophe Response, Tax
“Golf’s Journey to the East”
New York Times, June 5, 2011
Thomas Conaghan, one of four McDermott lawyers who represented Fila Korea in acquiring the Titleist and Footjoy golf equipment businesses of Fortune Brands, called the deal “a transformative transaction” that “portends much more rapid growth for golf in Asia. If you saw the Korean newspaper headlines, you saw that it was very big news there.”
“Making the Leap”
CFO Magazine, June 2011
Mark Harris cautioned companies seeking to make acquisitions in high-growth emerging markets like China that “local counsel may understand the [regulatory] landscape, but may not be able to communicate it back” to the acquirer in a meaningful way.
“Fila Korea and Mirae Asset Buy Titleist and Footjoy Brands”
FinanceAsia, May 23, 2011
McDermott provided legal advice to Fila Korea and Mirae Asset Private Equity in winning an auction against global competition to purchase Acushnet Co. (owner of the Titleist and Footjoy golf equipment brands) from Fortune Brands. Sources report that the auction was keenly contested, with the consortium that the Firm advised successfully outbidding several of the world’s leading branded sports equipment companies as well as other private equity firms.
Corporate, Mergers & Acquisitions
“Fila Buys Fortune’s Golf Biz”
Mergers & Acquisitions/Mergers Unleashed, May 20, 2011
David Goldman, Paul Kim and Thomas Conaghan led the McDermott M&A and Korean practice team that advised Fila Korea and Mirae Asset Private Equity in purchasing the Acushnet Company golf segment of Fortune Brands. The boards of the selling and two acquiring companies have approved the deal, which is expected to close during the summer.
Thomas P. Conaghan, C. David Goldman, Paul J. Kim, Corporate
“Fortune Brands Sells Golf Business for $1.23 Billion”
New York Times, May 20, 2011
McDermott lawyers from the Mergers & Acquisitions and the Korea practice groups counseled Fila Korea and Mirae Asset Private Equity (the largest private equity firm in South Korea) on acquiring the Titleist and Footjoy golf equipment businesses of Fortune Brands. In 2007, as a client of the Firm, Fila Korea purchased the global Fila brand of sports and leisure apparel and equipment (which dates back to a 1911 founding).
Corporate, Mergers & Acquisitions
“Fortune Brands Golf Unit Sold for $1.2B”
Deal Pipeline, May 20, 2011
David Goldman, Paul Kim and Thomas Conaghan led the McDermott team that represented Fila Korea and Mirae Asset Private Equity in purchasing the Acushnet Co. golf equipment business of Fortune Brands. Acushnet Co. has some of the top brands in golf, including Titleist and Footjoy. In finalizing the successful transaction, Fila Korea as advised by the Firm reportedly beat out several private equity firms and another leading golf equipment maker.
Thomas P. Conaghan, C. David Goldman, Paul J. Kim, Corporate, Mergers & Acquisitions
“Chadbourne, McDermott Tee Up $1.2 Billion Golf Equipment Deal”
AmLaw Daily, May 20, 2011
David Goldman, Paul Kim and Thomas Conaghan were noted as the Firm’s partners in advising Fila Korea and Mirae Asset Private Equity in their purchase of the Fortune Brands golf equipment business, which includes Titleist golf balls and clubs, and Footjoy shoes and gloves. McDermott has represented Fila Korea since 2006.
Thomas P. Conaghan, C. David Goldman, Paul J. Kim, Corporate, Mergers & Acquisitions
“Law Firm Opens in Paris”
Financial News, May 2, 2011
McDermott’s new Paris office was cited as an expansion of the Firm’s “international platform,” with new partners Jacques Buhart, Thibaud Forbin, Hervé Bidaud and Jilali Maazouz noted.
Hervé Bidaud, Jacques Buhart, Thibaud Forbin, Jilali Maazouz, Corporate, Employee Benefits, Tax
“Around Europe”
European Lawyer, May 2011
Jacques Buhart, former head of the corporate and competition groups at a major firm’s Paris office, was cited as having left to head McDermott’s seven-lawyer Paris office as part of what the article called “lively movement in the French market.”
“McDermott Will & Emery Opens in Paris”
Lawyer Monthly (UK), April 26, 2011
Jacques Buhart, head of the new Paris office, said that the new lawyers are “all delighted to join McDermott,” praising the Firm’s “strong capabilities” and “overarching platform for each of us to service French and international clients in their … operations and litigations.” Mr. Buhart added that the new office team consists of “former colleagues who share the same vision … [that] will help us quickly become one of the major players in the Paris market.”
Jacques Buhart, Antitrust & Competition, Corporate, Employee Benefits, Tax
“McDermott to Open Paris Office”
American Lawyer, April 26, 2011
Peter Sacripanti said that the opening of the Firm’s Paris office (its seventh in Europe) has been “a strategic target for over a decade,” made possible by finding “the right partners to fit our platform and culture.” Jacques Buhart, who joins McDermott as head of the new office and who expects the majority “if not all” of his major clients to follow him, said that the office’s 12-lawyer team “has a track record of achieving growth at each of our former firms, and we are nurturing the same ambition at McDermott.”
Jacques Buhart, Peter John Sacripanti, Antitrust & Competition, Corporate, Employee Benefits, Tax
“Who’s In, Who’s Out”
Deal Pipeline, April 25, 2011
Jacques Buhart (corporate and competition law), Thibaud Forbin (mergers and acquisitions), Hervé Bidaud (tax) and Jilali Maazouz (labor and employment) were all noted for their extensive experience and diverse backgrounds before joining McDermott as partners in the new Paris office.
Hervé Bidaud, Jacques Buhart, Thibaud Forbin, Jilali Maazouz, Antitrust & Competition, Corporate, Employee Benefits, Mergers & Acquisitions, Tax
“McDermott Builds Paris Base around Herbies Hire”
The Lawyer (UK), April 25, 2011
Hugh Nineham, head of McDermott’s European practice, called the Firm’s announcement of a new Paris office “an exciting moment for us.” He noted that the office, to be headed by former Herbert Smith partner Jacques Buhart, means, “Now we can say to [clients], ‘Call us in Paris,’ and that will open a number of doors for us.”
Jacques Buhart, Hugh Nineham, Antitrust & Competition, Corporate, Employee Benefits, Tax
“U.S. Firms Promote as Laterals Prove Elusive”
The Lawyer, April 18, 2011
Hugh Nineham said of McDermott Will & Emery’s London office that “to build a strong and enduring practice you need a combination of internal and external recruitment. We’ve only been here for 13 years and if you want to build from a standing start you need to use both methods.” Mr. Nineham noted that “a good lateral partner brings with them a range of experience, a certain market standing and a set of relationships,” but added that internal promotion is also important because “clients get used to dealing with certain individuals and expect to see them progress and thrive in the firm.”
“Poison Pill, Now Prescription Strength?”
Mergers & Acquisitions, April 1, 2011
Robert Schreck noted that he is seeing more shareholder rights (“poison pill”) plans seek to define clearly what a qualified offer – which would not trigger plan implementation – should look like. Courts still uphold shareholder rights plans, and Mr. Schreck added that one such decision by a Delaware Chancery Court showed that the plan “clearly served its purpose.”
Robert A. Schreck PC, Corporate
“The Danger of Fiduciary Status for Valuation Firms”
Law360, March 18, 2011
Jonathan Boyles and Jeffrey Rothschild wrote that proposed Department of Labor (DOL) regulations defining valuation firms as ERISA fiduciaries could lead those firms to exit the market because of the personal liabilities imposed on fiduciaries for breach of the stringent “prudent man” rule. The alternative for such firms is to purchase expensive fiduciary liability insurance, which raises their costs.
Jonathan J. Boyles, Jeffrey Rothschild, Corporate, Employee Benefits
“How to Deal with Unwanted Suitors”
Investment Dealers’ Digest, March 11, 2011
Robert Schreck said that a Delaware Chancery Court decision upholding the shareholder rights plan that Airgas used to ward off an unwanted suitor showed that the plan “clearly served its purpose.” Mr. Schreck added that concerns over shareholder best interests have led more companies to clearly define in their plans what a qualified offer should look like.
Robert A. Schreck PC, Corporate
“Poison Pills Haven’t Lost Their Potency”
CFO.com, March 10, 2011
Robert Schreck suggested that “poison pill” plans may regain popularity with companies that have low stock prices following the recession. He summarized the likely attitudes of such companies, saying: “We’re not going to allow the arbitrageurs to take away from us or allow some private-equity guy to buy stock at a low price and close us out.”
Robert A. Schreck PC, Corporate
“Solar: Jefferies Sees Sunny Side of Italy”
Barrons.com – Tech Trader Daily, March 9, 2011
Carsten Steinhauer and Anna Vesco of McDermott’s Rome office made observations regarding new rules in Italy for solar energy installations that were cited by a major securities firm. The lawyers noted that, “Italy has an interest in becoming the center of the solar industry in Europe,” and highlighted the country’s binding EU commitment to get 17% of its energy from renewable sources by 2020. For solar projects, they see Italy moving more toward rooftop installations rather than ground-based ones that face tougher restrictions.
Carsten Steinhauer, Anna Vesco, Corporate
"Legal advisors of Humana"
Juve online, March 8, 2011
McDermott Will and Emery was mentioned as legal advisor of Humana in the merger with Nordmilch. The joint venture operates now under the name of DMK Deutsches Milchkontor.
Thomas Ammermann, Gudrun Germakowski, Uwe Goetker, Daniel Klein, Christian Neumann, Norbert Schulte, Volker Teigelkötter, Sebastian von Lossow, Corporate, Corporate - Germany, Employee Benefits, Germany, Intellectual Property, IP, Media & Tech - Germany, M&A - Germany, Mergers & Acquisitions, Real Estate, Real Estate - Germany
"Legal advisor of Rogers Corporation"
Juve Rechtsmarkt, March 2011
McDermott Will and Emery was mentioned as legal advisor of Rogers Corporation in the acquisition of Curamik Electronics GmbH, a manufacturer of power electronic substrate products headquartered in Germany for €116 million. The McDermott team was led by Konstantin Günther and Robert Manger.
Thomas Ammermann, Peter Bauschatz, Paul Melot de Beauregard, Michael L. Boykins, David A. Cifrino PC, Konstantin Günther, Corporate, Corporate - Germany, Finance & Banking, Germany, IP, Media & Tech - Germany, M&A - Germany, Mergers & Acquisitions, Securities, Tax, Tax - Germany
“Attorneys Assist Ryder System in $100 Million Acquisition”
Daily Business Review, February 23, 2011
Ira Coleman and Jacqueline Hodes discussed their representation of publicly traded Ryder’s acquisition of a private regional transportation company. Mr. Coleman said that because Ryder wants to do more such deals, “they need to have a reputation with these smaller-owned entities that they’re a fair partner,” because other potential acquisitions “would check references, asking, ‘How’s Ryder to deal with?’” Ms. Hodes called the transaction “very asset-intense” because of all the vehicles involved, and cited the challenge that “when dealing with a public company sensitivities are heightened to make sure [premature news] doesn’t get out. You constantly have to have your antennae up.”
Ira Coleman, Corporate, Mergers & Acquisitions
“Airgas Ruling May Spark New Tactics on Poison Pills”
Law360, February 16, 2011
Robert Schreck Jr. said that the Delaware Chancery Court’s approval of a company’s continued use of poison pill provisions to thwart a takeover that the board had rejected but that a majority of shareholder supported “proves the value of having both the poison pill and the staggered board” where only a fraction of directors are voted on at each annual meeting.
Robert A. Schreck PC, Corporate
"Compliance and liability in mid-sized companies" Initiativbanking, Issue 2/2011
Uwe Goetker was interviewed concerning compliance in mid-sized companies and liability risks of the management board.
Uwe Goetker, Compliance - Germany, Corporate, Corporate - Germany, Germany, M&A - Germany, Mergers & Acquisitions, Restructuring & Insolvency, Restructuring & Insolvency - Germany
“Tech Start-Ups Wary of IPOs”
TheStreet, January 12, 2011
Peter Townshend observed that emerging technology companies increasingly seek private capital rather than becoming public companies and issuing shares because “the rules around being public are cripplingly expensive, so cumbersome, and so onerous.”
, Corporate, Emerging Companies/Venture Financing, Private Equity
"Employment market for lawyers in 2011"
Audimax, January, 2011
Robert Manger comments on the expected situation in the employment market for lawyers for 2011.
, Corporate, Corporate - Germany, Germany, M&A - Germany
2010
“SK Hand Case to Shift to Chapter 7”
Deal Pipeline, December 28, 2010
Nathan Coco and Eric Orsic were named as counsel to Ideal Industries, which in August 2010 purchased the assets of SK Hand Tool Corp. SK had filed for Chapter 11 bankruptcy and was subsequently moved to Chapter 7 liquidation.
Nathan F. Coco, Eric Orsic, Corporate, Restructuring & Insolvency
“Prosecution of Former In-House Counsel Reflects Focus on Individual Accountability”
BNA Health Law Reporter, December 23, 2010
Michael Peregrine called the federal government’s prosecution of a drug company’s in-house lawyer for alleged false statements and obstruction of justice “a piece of a broader puzzle based in part on the responsible corporate officer doctrine,” and an action that “reflects the government’s heightened interest in fostering individual accountability … to target individuals … they believe are responsible for corporate misconduct.” Mr. Peregrine added the prosecution showed that “in-house lawyers need to educate senior executives to make sure they understand the importance of having the option of bringing in outside counsel in this [enforcement] environment.”
Michael W. Peregrine, Corporate, Corporate Responsibility and Governance
“The Good, Bad of the Valuation Boom”
Pensions & Investments, November 29, 2010
Laurence Bronska observed that there has been a surge in private equity transactions during the latter part of 2010, especially “where the investments performed well during the economic downturn.” Mr. Bronska said that selling such investments presents “an opportunity to harvest opportunities and return capital to investors,” adding that possible tax increases, especially on capital gains, are another factor in the increase of deals.
Laurence R. Bronska, Corporate, Private Equity
“The Good, Bad of the Valuation Boom”
Pensions & Investments, November 29, 2010
Andrew McCune said that the recession and credit crunch have caused private equity funds to hold their investments longer than expected. “A number of funds in the market are coming under pressure to put money to work because of the slow pace of deals during the economic downturn,” he explained. Mr. McCune noted that, for that reason, “investment managers are telling us that there is a pipeline of opportunities to bring to the market.”
Andrew W. McCune, Corporate, Private Equity
“Dividend Recaps a Growing PE Trend”
The Deal Pipeline, November 8, 2010
Mark Selinger discussed how private equity-backed companies are increasingly using dividend recaps as a means of liquidity, due to the uncertain IPO market. “Banks are willing to lend again, certainly at the upper end of the market, and the partners are looking for distributions. The interests between the two are aligned,” he observed. In the absence of an exit sale or IPO, Mr. Selinger concluded, dividend recaps are “the best way to get returns to investors if you’re not looking to sell the company.” Click here to view the video.
"Proper Management of fund assets"
Frankfurter Allgemeine Zeitung, October, 15, 2010
Jens Ortmanns comments on proper management of fund assets by a depositary bank in case of a business transaction. As it is necessary to have industry-specific knowledge and also sufficient capacities for an efficient liquidation are required, custodian banks should be supported by an external consultant.
Jens Ortmanns, Capital Markets - Germany, Corporate, Germany, M&A - Germany
"Private equity panel bullish on buying"
Broward Daily Business Review, October 13, 2010
Harris Siskind was quoted regarding the current environment for private equity merger and acquisition transactions. “There is a tremendous amount of uncertainty just over what the composition of Congress will be when they return from the elections,” he noted, particularly with regard to possible actions on capital gains and dividend taxation. Mr. Siskind also said that deal financing remains more challenging than it was at the economy’s peak several years ago. “While debt financing is back, and it is available, the process of getting the debt financing closed is taking a little more effort and is a little more complicated,” he stated, “so I think people need to allocate additional time for negotiations with their debt financing partners.”
Harris C. Siskind, Corporate, Mergers & Acquisitions, Private Equity
Todd Finger was cited in The Deal Pipeline for his role as outside corporate counsel to Citigroup Inc.’s Student Loan Corp. in its September 17 sale to Discover Financial Services for $600 million.
David Goldman was quoted by The Recorder in a September 10 story about how the Firm is prepared to take advantage of increased merger & acquisition activity among technology companies. “The M&A market [in Silicon Valley] is turning around, and we want to be there in a very significant way,” Mr. Goldman said. “We’re seeing some good things happening, and we intend to be part of the mix.”
Joel Rubenstein is quoted in a September 9 Smart Money story about transactional strategies to invest in privately owned companies. Mr. Rubenstein addressed an option available to all investors, the special-purpose acquisition company (SPAC), which he called “essentially a one-shot private equity fund.” Because investors buy into the SPAC before they know what deal it will be used for, Mr. Rubenstein advised them to investigate such factors involving the SPAC team as their past investments by business sector, how many shares of the SPAC they own, and whether they get a bigger payout for meeting specific targets.
Joel L. Rubinstein, Corporate, Private Equity
Joel Rubenstein discussed for Buyouts (June 9) the creation of a new special purpose acquisition company (SPAC) intended to be better received by investors and target companies. Mr. Rubenstein helped structure the terms of the investment vehicle, and said, “I think the market is going to be looking at this to see how it plays out. It hopefully will lead to higher quality transactions, because higher quality companies will feel comfortable going forward with the process.” Noting that the terms of the new vehicle were designed to appeal more to potential sellers than those of past SPACs, Mr. Rubenstein added that, “In the end, you want the SPAC to be something that target companies want to sell to.”
Amy Ferrer was profiled in a May 14 Boston Business Journal story about lawyers who have been named partners in their firms during 2010. Ms. Ferrer, a 2003 graduate of Fordham University School of law, practices in corporate securities and transactions law and said that becoming partner “has always been a goal of mine, … to know that all my hard work over the years has paid off.” She added that McDermott has a positive environment for women lawyers, observing that “there are more male partners, but the firm is supportive of women and I don’t notice any difference in how it treats men and women.” Click here to view the full article.
Amy Ferrer, Corporate, Mergers & Acquisitions, Securities
Dennis White was quoted by Marketwatch.com on May 5 regarding merger and acquisition trends shown in the latest Association for Corporate Growth (ACG) – Thomson Reuters survey. Mr. White, who is ACG chairman, said that dealmakers are more positive about the M&A environment, noting that “the pervasive sense of frustration among M&A professionals is lifting as they become increasingly occupied sourcing and evaluating potential deals.” He added that “there is always a bit of a time lag between the time company owners decide to sell, when the investment bankers and business brokers organize the sales process, and when the private equity firms or strategic acquirers bid and then close the deals.”
, Corporate, Mergers & Acquisitions, Private Equity
Carsten Steinhauer was quoted in an article published byProject Finance Magazine (1 May 2010) which looks at Italian PV solar projects and the period of uncertainty as the Italian government backs away from the most attractive feed-in tariffs in Europe.
Carsten Steinhauer, Corporate, Energy - Italy, Energy Advisory, European Renewable Energy, Italy, Mergers & Acquisitions
Meir Lewittes was quoted by Latin Lawyer on April 30 concerning McDermott’s representation of the holding company for Uruguay’s national airline, Pluna, in Canadian airline Jazz’s purchase of an indirect stake in Pluna. “This is a historic strategic partnership between flagship airlines in Uruguay and Canada, and marks a significant milestone in Pluna’s resurgence, providing it with the capital to expand its business,” Mr. Lewittes stated. The Firm worked with the holding company’s in-house counsel to complete the transaction.
Meir A. Lewittes, Corporate, Latin America
Dennis White spoke to Financier Worldwide (April 2010) concerning 2010 mid-market merger and acquisition trends according to the latest survey of deal professionals by the Association for Corporate Growth, which Mr. White chairs. The survey “seems to lend credence to the fact that strategic investors and distressed sales will lead the way,” Mr. White said. “But as the credit and lending markets continue to strengthen in the wake of the crisis, increased leverage should be available, though not likely at the levels seen pre-crisis.” He added that “there is now a realization by most sellers that their expectations need to be lowered from the go-go days of pre-2008.”
, Corporate, Mergers & Acquisitions
Hugh Nineham was quoted in TopLegal (March 2010) in a story about his new role as head of Europe. The article mentions that the newly created role comes as part of a restructuring plan for McDermott which began this year. Mr. Nineham clarified that he, "will give a European perspective to Firm-wide decisions."
Hugh Nineham, Corporate, London
Jacques Pieters was quoted extensively in an article from International Tax Review (26 March 2010) regarding an infringement action taken by the European Commission against France in January over its "telecoms tax."
Howard Steinberg is mentioned in The National Law Journal on March 8 for his appointment by New York Governor David Patterson to serve as chairman of the Long Island Power Authority, a regional electric utility.
Howard E. Steinberg, Corporate
Peter Townshend was quoted by the San Diego Union-Tribune on March 7, in a story that discussed the drop in venture capital investment funding since 2007. “The consensus is that we’ll be seeing some underperforming venture funds going under this year and next,” Mr. Townshend said about the ongoing decline. He added that if the economy doesn’t improve, “you could see pension funds, which are the biggest backers of venture capital, decide that they’re not worth the risk, and that would be a true catastrophe for the venture market.” Mr. Townshend also noted that proposals for large companies like pharmaceuticals to step into the funding gap would not work in such other fields as telecom or software.
, Corporate, Life Sciences - Corporate
Dennis White is quoted in a March 4 Business Wire dispatch about the Association for Corporate Growth’s new officers and Board of Directors. Mr. White was 2009-2010 Chairman of ACG during what he called “an extraordinary year” with a “challenging financial climate.” For 2010-2011, Mr. White will become ACG’s Immediate Past President.
Peter Townshend reviewed current trends in the financing of technology companies in a March 2 San Diego Union-Tribune article. “Things are looking better than last year,” he said about credit conditions, “but that’s not saying much.” Mr. Townshend expressed his belief that “we hit bottom last year and are probably on our way up” in terms of startup financing, adding that “for exceptional companies this might be one of the best times to get funding,” because “these days the VCs [venture capitalists] are eager to fund a good company.”
Rick Mitchell was quoted by BBC World Service (26 February 2010) at the end of a radio spot concerning bankruptcy.
Richard Mitchell, Corporate, London, Restructuring & Insolvency, US Securities - London
Byron Kalogerou was featured in a February 24 Boston CityBizList story about the completion of a $5 million mixed securities offering by Myriant Technologies, a developer and manufacturer of renewable biochemicals. Mr. Kalogerou, a partner in McDermott’s Boston office, is named as executive officer of Myriant’s in the company’s Reg D Securities & Exchange Commission filing about securities offering.
Gary Rosenbaum and Jean LeBlanc were included in a February 22 assessment of continuing economic risk made by The Commodity Trading Advisor. The article cites a study that the two lawyers did concerning substantial recent debt for leveraged buyouts (LBOs) and mergers and acquisitions, for which the borrowers "will be facing a decidedly different environment as their 2005-2006 vintage credit facilities mature." Mr. Rosenbaum and Ms. LeBlanc say fewer refinancing options and reduced lender appetite for risk will mean that many LBO borrowers will "find themselves without any realistic refinancing prospects," which they believe will lead to defaults and bankruptcies. The lawyers say that these borrowers "need to confront the reality of today's frozen credit environment" and "meet head on the current challenges by exploring deleveraging devices and other options that will be evolving during the remainder of this restructuring cycle."
Jean B. LeBlanc, Gary B. Rosenbaum, Corporate, Finance & Banking, Restructuring & Insolvency
William Smith was quoted February 17 by The Bond Buyer concerning the bankruptcy filing by a Las Vegas monorail operator that was in default on more than $600 million in tax-exempt revenue bonds. Mr. Smith represents a client who seeks to have the bankruptcy case dismissed on the basis that the operator is a governmental entity and not eligible for Chapter 11. “Since these are governmental purpose bonds, … the bonds could only have been issued if this was an instrumentality of the state of Nevada.” Mr. Smith called the bankruptcy filing “a manufactured crisis,” and added: “There’s no particular reason why [the operator] needs to be in Chapter 11 today or in any other proceeding today. It’s not a question of whether or not its debts need to be adjusted – they will. The issue is going to be the circumstances by which they are worked out.”
William P. Smith, Corporate, Restructuring & Insolvency
Dennis White was quoted by Mergers and Acquisitions: The Dealmakers Journal (February 1) concerning the findings of the 2009 year-end M&A dealmakers survey conducted by the Association for Corporate Growth (which Mr. White chairs). “Dealmaking continues to be caught in the doldrums, with limited activity outside of distressed sales and select strategic investments,” Mr. White said, “but the fact that merger professionals express heightened optimism about 2010 [in the ACG survey] is a hopeful sign that a freshening wind will arise.”
, Corporate, Mergers & Acquisitions
Keith Pattiz was interviewed on January 25 by New York Public Radio WNYC concerning the mortgage default on Stuyvesant Town and Peter Cooper Village, the largest real estate complex in New York City. The property owner and asset manager companies, which bought the complex in 2006, have handed it over to creditors who are expected to try to sell it. Mr. Pattiz had represented other buyers interested in the property in 2006 whose offers were in line with the winning one, and who might consider similar bids now. “People did not view the numbers as just so far off the mark that they couldn’t rationalize it,” Mr. Pattiz said of those earlier offers. “These are smart people, and if they’re successful in their strategy there’s money to be made here.”
Keith M. Pattiz, Corporate, Real Estate
Hugh Nineham was recognized by The Lawyer and Legal Week (both on January 20) for his new roles as the first region-wide head of McDermott’s European practice and as a member of the Firm’s Executive Committee. He also continues to lead McDermott’s London office. Mr. Nineham said to The Lawyer that as an Executive Committee member “I’m not ‘representing’ Europe or lobbying only for that part of the practice’s interests, but I’m ensuring I’m bringing a European perspective to the deliberations.” To Legal Week Mr. Nineham added that “it is a new move for the Firm to have someone sitting on the Executive Committee who has specific European responsibilities. The move will help us focus on the region in terms of Firm-wide integration, profitability and growth.”
Hugh Nineham, Corporate, London
Thomas Sauermilch was quoted in a January 14 Law360 story about the Committee on Foreign Investment in the United States (CFIUS), a government agency that reviews proposed foreign purchases of U.S. businesses. Mr. Sauermilch stated that he expected CFIUS to take on a more important role under increased political pressure to investigated foreign investments in potentially sensitive U.S. interests. “The U.S. has always been open to foreign investment and it continues to be one of the most open economies, but national security is paramount,” he added.
Thomas Sauermilch, Corporate, International
Dennis White was quoted by CarolinaNewswire.com on January 4 in a story concerning the latest survey of merger and acquisition activity by the Association for Corporate Growth, for which he serves as Chairman and Senior Counsel. “Dealmaking continues to be caught in the doldrums with limited activity outside of distressed sales and select strategic investments,” Mr. White said of the new survey results. But, he added, “the fact that merger professionals express heightened optimism about 2010 is a hopeful sign that a freshening wind will arise.”
, Corporate, Mergers & Acquisitions
2009
David Cifrino was mentioned in the Massachusetts Bar Association web site on December 17 for his election as president of the Eastern New England Chapter of the Society of Corporate Secretaries & Governance Professionals. The Society’s members deal with public disclosure under the securities laws and corporate governance matters. Mr. Cifrino, co-head of McDermott’s Public Companies Group, represents a wide range of companies in securities, governance and other issues.
David A. Cifrino PC, Corporate
Dennis White commented December 14 for Mergers & Acquisitions Report regarding the latest bi-annual survey of M&A professionals made by the Association for Corporate Growth (which Mr. White chairs). He noted that the survey showed it is “difficult for buyers and sellers to come to agreement on value and see eye-to-eye” regarding transactions in today’s market conditions. “Sellers are pretty cautious these days and don’t want to overpay,” Mr. White said, adding that private equity firms are devoting “quite a bit of their time to pursuing distressed deals.”
, Corporate, Mergers & Acquisitions, Private Equity
Dennis White spoke to CFO.com on December 11 concerning the new survey of merger and acquisition activity by the Association for Corporate Growth (which he chairs). He said that strategic buyers of companies “for the moment have a strong advantage over private equity firms, who have to round up bank financing to get their deals done,” adding that these strategic buyers “are sitting on cash or have pre-negotiated lines of credit” and are often looking for “niche, synergistic businesses, particularly in technology and clean tech.” Mr. White also said sellers and buyers of companies are having difficulty agreeing on valuations. “Sellers try to argue that you shouldn’t look at the current environment when valuing their company, … [b]ut buyers are reluctant to buy that argument,” he noted.
, Corporate, Mergers & Acquisitions, Private Equity
Amy Ferrer was mentioned by the e-mail newsletter of the Boston Bar Association on December 10 for her promotion to partner in McDermott’s Boston office. Ms. Ferrer is a member of the Firm’s Corporate Department.
Dennis White was interviewed December 9 on CNBC’s Power Lunch concerning a new Association for Corporate Growth survey of dealmakers involved in M&A activity. “Buyers are in the driver’s seat in M&A deals according to the survey, and right now they are largely corporate buyers who are looking for strategic opportunities to purchase companies that have synergistic fit with their existing business,” Mr. White stated. He noted that up to 9 percent of current M&A deals are by such corporate buyers, because private equity firms are having difficulty raising cash for their own deals. “Cash is king right now,” Mr. White added, “as virtually all M&A deals are being done as cash transactions – particularly those involving distressed companies that need cash to pay off their creditors.”
, Corporate, Mergers & Acquisitions, Private Equity
Dennis White was quoted by Private Equity Professional Digest on December 9 regarding the Association for Corporate Growth’s new survey of merger and acquisition activity. “Deal making continues to be caught in the doldrums with limited activity outside of distressed sales and select strategic investments, but the fact that merger professionals express heightened optimism about 2010 is a hopeful sign that a freshening wind will arise,” Mr. White declared.
, Corporate, Mergers & Acquisitions, Private Equity
Mary-Laura Greely was profiled in a November 20 article in Boston Business Journal that reviewed the status of women lawyers in Boston law firms. Ms. Greely she has not had major conflict between work and family obligations. “I missed some vacations, that did happen,” she observed. “There were some late nights where I had a bowl of Cheerios for dinner. But I never had the sense that I wasn’t getting support.” However, Ms. Greely also noted that many women “are caught in the cultural tailspin between the 365-days-a-year, 24-7 world today versus the world we grew up in with traditional stay-at-home moms. A lot of them … don’t know how to make it work.”
, Corporate, Mergers & Acquisitions
Thomas Conaghan was cited by the co-chair of Gunster Yoakley & Stewart’s securities and corporate governance practice, in a November 17 Law360 interview, as a lawyer outside of his own firm who had particularly impressed him. “Tom was an excellent lawyer, able to grasp the nuances of a complex deal,” he said of Mr. Conaghan. “I learned from him to be pragmatic and not waste time on inconsequential issues.”
"Ad-hoc notification duty"
Financial Times Deutschland, November 11, 2009
Robert Manger comments about ad-hoc notification duty and requirements concerning self exemption. The deferment of publication is allowed as long as confidentiality of the insider information and transparency at capital markets are guaranteed.
, Capital Markets - Germany, Corporate, Corporate - Germany
Jason Polevoy was listed by The Metropolitan Corporate Counsel on November 2 as one of the recipients of the Cornerstone Award presented by the Lawyers Alliance for New York. The award honors outstanding pro bono service by members of the New York legal community to New York nonprofit organizations that assist New Yorkers in need.
, Corporate, Pro Bono & Community Service
Mary-Laura Greely was featured in an October 31 Investment Weekly News story about move to McDermott’s Boston office as a partner in the Corporate Department. Ms. Greely brings more than 20 years of sophisticated transactional practice to the Firm, as she advises private and public companies in a wide range of industries. “The Firm’s experience across such key practice areas as tax, labor and employment, employee benefits and intellectual property, as well as the Firm’s international platform, will be enormously valuable to my clients,” Ms. Greely said. “I look forward to working with this outstanding team of lawyers and having the benefit of the stellar resources they bring to bear in advising clients on both transactional matters, as well as day-to-day operations.”
Gary Rosenbaum was quoted by CFO.com (October 15) regarding a panel he participated on. Mr. Rosenbaum advised, "If you have a loan facility that's coming due in the next year, do the lap of the smaller universe of potential lenders — and get out early." He noted that "the world of lenders has shrunk," attributing developments such as the increase of big bank mergers and the disappearance of Collateralized Loan Obligations. He said that corporate executives should look at their prior arrangements to find out if the covenants on three-year or five-year credit facilities arranged before the financial crisis are still accurate. Mr. Rosenbaum agreed with other panelists that corporations should work harder to sell themselves as acceptable risks to their bankers. "If you as a borrower can't present a package to your lender that has that kind of necessary detail, it's going to be harder for the lender to get his or her superiors to approve it," he said.
Gary B. Rosenbaum, Corporate, Finance & Banking, Private Equity
Brooks Gruemmer was quoted in an October 28 National Law Journal story recognizing the lawyers who were involved in completing the Tribune Company’s sale of the Chicago Cubs baseball team to the Ricketts family. Mr. Gruemmer led McDermott’s work on the deal for the Tribune Company, and said, “It was a complex structure in a tough transactional environment.”
David Cifrino was quoted by Law360 on October 27 on the slow adoption of electronic shareholder communication forums, despite SEC rule changes meant to remove company concerns about liability for postings in such forums. Mr. Cifrino noted that the rule changes still have not assuaged most companies’ wariness about such chat rooms, saying that “[T]here are likely too many concerns about the possibility of inadvertent, insufficiently disseminated disclosures of material nonpublic information for the vast majority of public companies to feel comfortable pushing the envelope in this area.”
David A. Cifrino PC, Corporate
Jason Polevoy was mentioned by the New York Law Journal on October 27 as one of eight individual lawyers to receive the Lawyers Alliance for New York’s 2009 Cornerstone Award. The award recognizes pro bono legal aid to nonprofit groups working to improve low-income neighborhoods in New York City.
, Corporate, Pro Bono & Community Service
Mary-Laura Greely was featured by Law360 on October 15, and noted by both the AmLaw Daily and by peHUB on October 16, for joining the Firm’s Boston office as a partner in the Corporate Department. “I am confident that McDermott’s many strengths as a full-service firm will powerfully resonate with my clients” in manufacturing, health care, financial services and consumer products, Ms. Greely stated. She has more than 20 years of experience in mergers and acquisitions, venture capital, private equity, corporate governance and commercial lending.
Hugh Nineham was recognized in a number of media outlets for his appointment to head McDermott’s London office. Covering the announcement on October 9 were “The Churn” feature of AmLaw Daily, Law and More and The Lawyer.
Hugh Nineham, Corporate, Government Strategies, London
Dennis White was quoted by Boardmember.com on October 8 in an examination of what company director and officer (D&O) liability insurance policies may or may not cover. “Many lawyers don’t fully understand the intricacies” of such policies, Mr. White stated, adding that he sees many directors and officers who “hold all too common a misconception that D&O insurance policies are standard. Nothing can be further from the truth.” One proactive strategy that Mr. White suggested is reviewing the indemnification provision in the company’s charter documents. “The charter [often] goes back 10 or 20 years and is not necessarily updated,” he warned. “Be sure the corporate charter provides indemnification to the maximum amount allowed by law.”
David A. Cifrino was quoted by Boardmember.com on October 7 regarding the concerns that potential government involvement in management oversight pose for members of corporate boards. “There are lots of bills pending [in Congress]” concerning not only governance, but also healthcare, financial reform, labor management, climate change, and energy, Mr. Cifrino stated. “Directors need to ask about legislation and how it will impact their company.” He added that another concern for board members should be the liquidity of their companies. “Boards should push management to explain what’s the plan now,” he declared. “Develop a strategy to deal with retooling the balance sheet, do what you can to assure liquidity. It’s all about cash generation.”
David A. Cifrino PC, Corporate, Corporate Responsibility and Governance
David Cifrino was cited in a September 2009 CFO Magazine story about companies that use the Twitter social networking site for communication. He urged the creation of effective policies that clearly state who has authority to speak on behalf of companies, particularly publicly held ones that are subject to Regulation FD’s requirements about disclosing material, non-public information. Mr. Cifrino suggested that, given the potential liability of disclosure problems, companies should only use Twitter if there is a compelling business reason for doing so.
David A. Cifrino PC, Corporate
Thomas Conaghan was quoted in a September 14 Dow Jones News Service story (also carried by MarketWatch) that discussed the increased pressures on corporate compensation committee members by activists who allege excessive executive pay. One compensation practice that activists may target is the practice of granting big stock option awards each year to executives who already own substantial stakes in a company. “Comp committees may think more before doing that,” Mr. Conaghan said.
Robert Schreck and John Tamisiea were both quoted in a September 11 Law360 story about the implications of a possible upturn in hostile takeover activity as the economy improves. Mr. Tamisiea recommended that board members be fully up to date on activities in their company’s industry and by competitors, in order to better assess a potential takeover threat. “You really need to know the risk profile of a company in order to know how to respond” to a hostile offer, he asserted. There are certain steps that companies can consider to protect against a hostile bid, such as instituting a shareholder rights plan, but Mr. Schreck warned that a sudden adoption can spotlight an impending threat. “It looks bad if you do it when storm clouds are on the horizon,” he observed.
Robert A. Schreck PC, John P. Tamisiea, Corporate
Dennis White was cited in a Plain Dealer story also carried on Dow Jones Factiva (September 10) concerning a two-day conference of six Midwest chapters of the Association for Corporate Growth. The conference brought together executives from private equity firms and investment banks, and Mr. White, global chairman of ACG, said that generating leads on private equity transactions was one purpose of the gathering.
Peter Kreindler was cited in the New York Law Journal (September 10), The AmLaw Daily (September 11) and the Washington Business Journal (September 14) for joining McDermott as senior counsel, practicing in the Firm’s New York City and Washington, DC offices. Formerly senior vice president and general counsel at Honeywell International, where he was responsible for all the company’s legal affairs, Mr. Kreindler will focus his practice on strategic litigation management, internal investigations and corporate crisis management.
Peter M. Kreindler, Corporate, Trial
David Cifrino was featured in an article on CorporateBoardMember.com (September 3) regarding board members and the concerns they face heading into 2010. Government involvement is one of the major concerns for boards. Mr. Cifrino commented, “There are lots of bills pending. Directors need to ask about legislation and how it will impact their company.” Economic uncertainties and preparing for the future are also among concerns for board members. Mr. Cifrino noted that cash is crucial during these uncertain economic times. “Companies need to be vigilant about liquidity. I find that [public] companies need to be proactive in ensuring liquidity for their companies. Lenders are not in a mood to be generous in terms of lending. Boards should push management to explain what’s the plan now. Develop a strategy to deal with retooling the balance sheet, do what you can to assure liquidity. It’s all about cash generation,” he said.
David A. Cifrino PC, Corporate
Dennis White gave PEI Manager (August 2009) a detailed analysis of new accounting standards for the “earnout” method of supplemental payments to bridge a pricing gap between buyer and seller. Previously earnouts were booked at the time of payment, but under the new standard the buyer has to record the fair value at the time of closing. “The rationale is that it affords a more accurate picture of the real economic impact of doing these transactions and provides more transparency,” Mr. White said. He added, however, that “earnouts are difficult to do to begin with,” and the new standards might make accounting for earnouts so complex that “many buyers are saying [that] … it’s more trouble than it’s worth” to close a valuation gap.
Peter Townshend spoke to the Silicon Valley/San Jose Business Journal about his use of the Twitter social networking tool. “It’s a fantastic way to keep up with clients on a personal level – to know what’s going on in their lives,” he said. Mr. Townshend advises private equity investors and emerging technology companies. The story notes that neither McDermott nor other major law firms have fashioned specific guidance on the use of social media.
, Corporate, e-Business, Intellectual Property
Dennis White discussed in The New York Times “Deal Book” (August 20) a variety of issues that principals of private equity firms should consider if they serve as directors of portfolio companies that the firms wish to sell. Mr. White examined a recent Delaware Chancery Court case in which the court ruled in favor of common shareholders suing directors who had approved the sale of a company in a deal that benefitted only preferred shareholders, holding that the directors were not shielded by the business judgment rule because they were employees of private equity firms that were preferred shareholders. “Private equity designees to portfolio company boards should recognize that they represent deep pockets for litigious … shareholders,” Mr. White stated, “and, given the potential for conflicts of interest arising from their positions, they are vulnerable to suit and potential personal liability.”
Sergio Pozzerle was mentioned in Solar Industries (August 7) as having joined McDermott’s Houston office. Formerly with another major firm in Houston, Mr. Pozzerle is recognized by Chambers USA as one of the nation’s top renewables and alternative energy lawyers, and represents a variety of U.S. and European renewable power developers as well as other energy industry clients.
Sergio A. Pozzerle, Corporate, Energy Advisory
Keith Pattiz was cited in a July 23 New York Times story about an old factory in New York’s former meatpacking district that had attracted attention for the colorful flowers planted there. Mr. Pattiz represented the owner of the building, who had purchased it a year ago intending to redevelop it into office and retail space. The owner, who previously had not been publicly identified, was a noted New York City party planner who died early in July.
Lazar Raynal was mentioned in the July 2007 issue of Chicago Lawyer for his appointment to lead McDermott’s Trial Department, while Laurence Bronska and Andrew McCune were both noted in the same publication for their moves to the Firm’s private equity practice after previously practicing at DLA Piper.
Laurence R. Bronska, Andrew W. McCune, Lazar P. Raynal, Corporate, Private Equity, Trial
Dennis White commented for Forbes.com (July 14) concerning likely trends in merger and acquisition transactions. He stated that he foresaw potential activity in such business sectors as health care, life sciences and manufacturing, with numerous sales of distressed assets to firms that have the capital in-house to make the acquisition. Mr. White also noted that credit markets have stabilized, if not loosened, which will also support M&A activity.
, Corporate, Mergers & Acquisitions
Nathan Coco was quoted on June 30 by Law360 in an article regarding credit default swaps that are now taking heat for adding new layers of complexity to bankruptcy proceedings and out-of-court restructurings. Mr. Coco told Law360 that while it was certainly possible that credit default swaps were changing the incentive structure for some parties, it was impossible to gauge just how big an impact the derivative transactions were having compared with a range of other common complicating factors. “There are always in restructuring situations creditors who have different interests, different motivations, who are taking different strategies in an effort to collect more. It’s part of the process,” said Mr. Coco. He continued, “If you were to get rid of credit default swaps tomorrow, you wouldn’t see a world in which all creditors hold hands with debtors and sing kumbaya.”
Nathan F. Coco, Corporate, Restructuring & Insolvency
Jeffrey Jung and John Tamisiea examined the increasing use of royalty financing techniques with respect to pharmaceutical and biotech assets as a source of capital in their article that appeared in The Deal Magazine on June 15. “As more market participants use royalty financing techniques as an alternative financing tool, and as the transactions continue to increase in size, there is likely to be a corresponding continued increase in transactional complexity,” the authors stated. Such transactions include investments in the anticipated future revenues from late development stage or precommercial launch products (“revenue interest” or “synthetic royalty” transactions), and various hybrid financing structures.
Jeffrey A. Jung, John P. Tamisiea, Corporate, Health, Healthcare Royalty Sales
Dennis White was quoted by VC Experts on May 27 on a survey of the M&A environment by the Association for Corporate Growth and Thomson Reuters. He stated that "the credit crunch remains a major roadblock to economic growth and an uptick in M&A volume. [But] with the bank stress tests behind us, there is guarded optimism that the worst is over and that in the coming months credit will at least begin to start flowing again." Mr. White noted that currently many PE firms "do not want to abandon their investment discipline by doing deals with troubled companies that turn out to be fundamentally flawed. [However], the current economy almost demands that PE firms take a more hands-on approach with their portfolio companies, … coming to difficult decisions as to what companies they will continue to actively support and those they will leave to their own devices. This phenomenon will ease once the economy improves."
, Corporate, Mergers & Acquisitions
Christian von Sydow, Anja Kiewitt and Andrea Schwimmbeck were mentioned in the June 2009 issue of Juve Rechtsmarkt as legal advisors of Clinical data in a deal announcement about the acquisition of Cogenics, before part of Clinical data, by Beckman Coulter.
Anja Kiewitt, Andrea Schwimmbeck, Christian von Sydow, Corporate, Corporate - Germany, Germany
Henry Litong Chen of MWE China Law Offices was interviewed by Dow Jones Newswires on May 26 concerning proposed regulations to implement China's new Anti-Monopoly Law (AML). Mr. Chen believes the Chinese government is using the AML to protect small and medium-sized businesses as key generators of jobs and economic growth, and he added that the government's AML enforcement mechanism has been criticized for lacking transparency. "The problem is whether or not in China there is a mechanism to rectify, to clarify ambiguity" in enforcement, he said, particularly with regard to proposed acquisitions of smaller companies by larger ones. "[T]he task of the AML … should be to promote competition," Mr. Chen declared. "If you try to read other objectives into the AML, there could be negative consequences."
Dennis White commented in SNL Financial (May 21) on a survey of the merger and acquisition environment by the Association for Corporate Growth and Thomson Reuters. Mr. White said the M&A market is "bottoming out," particularly with regard to middle-market companies, and added: "There is at least a guarded optimism that things are going to improve, at least in terms of deal volume, in the next six months."
, Corporate, Mergers & Acquisitions
Molly Plimpton was also quoted in a Law360 story on May 20 regarding a Securities and Exchange Commission proposal to give shareholders the right to nominate their own corporate board candidates. Ms. Plimpton cited a recent change to Delaware Corporation Law that gives shareholders greater proxy access, saying the SEC proposal enables Delaware law rather than conflicting with it. She added that the SEC initiative has no timeline for the submission of shareholder directors, which could make it difficult for corporations to include such nominees on their required proxy forms. "They're going to be nervous about that," Ms. Plimpton said.
Lawrence Bronska and Andrew McCune were featured in Chicago Daily Law Bulletin (May 18) and Law360 (May 19) concerning their move to McDermott. Mr. McCune told the Law Bulletin that he prefers the way the McDermott corporate and private equity practices are structured, calling them "a very cohesive group," while Mr. Bronska praised the Firm's "collaborative environment" and "high quality resources." For Law360 Mr. Bronska noted that the two lawyers "were really attracted to McDermott on a number of levels," while Mr. McCune singled out the Firm's "extremely well-rounded and highly regarded corporate practice, supported by equally exceptional tax, benefits, health care, energy and finance practices, among others." Brooks Guemmer commented, "Larry and Andrew have been extremely active in the private equity area for more than 20 years and enjoy exceptional reputations as leading transactional attorneys."
Laurence R. Bronska, Brooks B. Gruemmer, Andrew W. McCune, Corporate
Dennis White was quoted in Business Week and by the Business Wire (May 13) in response to a biannual survey of private equity firms, law firms, and investment banks by the Association for Corporate Growth and Thomson Reuters. Of those surveyed, more than 50 percent expect the merger and acquisition activity to increase this year. "Dealmakers are cautiously optimistic," Mr. White told Business Week. He elaborated for the Business Wire, "The M&A market is clearly stalled, but there is a growing sense that we are at or near the bottom….The anticipated increase in activity will be led by sales of distressed companies to bargain-seeking private equity firms and strategic buyers. Deal normalcy will have to await a genuine loosening of the credit markets and an overall improvement in the economy."
, Corporate, Mergers & Acquisitions, Private Equity
Dennis White was quoted by the CFO.com on May 13 regarding the slowdown of deals. Mr. White said that some companies have few options for getting on their feet beyond selling in a distressed state or liquidating. He told CFO.com that reasons for the slowdown in deals include buyers' ability to get financing and price. According to the Association for Corporate Growth and Thomson Reuters biannual survey the industry expects merger and acquisition activity to increase in 2009.
, Corporate, Mergers & Acquisitions, Private Equity
Dennis White was quoted in a story that appeared in several city versions of The Business Journal (May 13) and other publications concerning the current merger and acquisition outlook. Commenting on a survey by the Association for Corporate Growth and Thomson Reuters, Mr. White said that "the M&A environment is clearly stalled, but there is a growing sense that we are at or near the bottom." He added that an anticipated increase in activity "will be led by sales of distressed companies to bargain-seeking private equity firms and strategic buyers. Deal normalcy will have to await a genuine loosening of the credit markets an overall improvement in the economy."
, Corporate, Mergers & Acquisitions, Private Equity
Dennis White was quoted by the Wall Street Journal on May 12 regarding the Association for Corporate Growth and Thomson Reuters biannual survey. According to the survey results, more than half of private equity firms have portfolio companies that have violated loan covenants. "These are really extraordinary times," Mr. White said. "Private equity firms find it necessary to exercise more supervisory power."
, Corporate, Mergers & Acquisitions, Private Equity
Rick Mitchell discussed in an April 2009 International Financial Law Review article the negotiation of exchange offers by companies that need short-term cash and debt restructuring. "An exchange offer cuts through all jurisdictional conflicts because it is not a compulsory proceeding like an insolvency – it's entirely consensual," he explained. "It's super-charged cash, because you're not only reducing your debt, you're changing the terms of that debt." He added that exchange offers are likely to become more common. "We'll start to see people who are clever, and courageous in some cases, buying in at 15 cents on the dollar and selling to the company at 30."
Richard Mitchell, Banking and Finance - London, Corporate, Corporate - London, Finance & Banking, London, Restructuring & Insolvency
Filippo Mazza and Carsten Steinhauer are mentioned in the 15 April 2009 edition of TopLegal for their advice to ERGO Insurance Group in the sell-out and squeeze-out procedures aimed at the delisting from the Milan Stock Exchange of one of ERGO’s Italian subsidiaries ERGO Previdenza S.p.A..
Filippo Mazza, Carsten Steinhauer, Corporate, Italy, M&A and Corporate - Italy, Mergers & Acquisitions
Byron Kalogerou is quoted in a March 23 Business Wire release concerning the announcement by LexisNexis that it will provide access to a wide range of online resources from its M&A Practice Center directly into a market leading enterprise software solution developed by XT2 Systems. McDermott is an XT2 Systems client, and Mr. Kalogerou says that the firm "expect[s] to increase the value of our M&A legal advisory services through the use of this combined solution." He states his belief that McDermott "will have a strategic advantage over other law firms with similar advisory services since we are leveraging technology to increase the value of our services to our clients and providing our clients with crystal clear visibility into all aspects of their M&A transactions."
Byron S. Kalogerou, Corporate, Mergers & Acquisitions, Telecommunications
Dennis White was mentioned on February 25 in The Deal/Daily Deal regarding his appointment as the Association for Corporate Growth's (ACG) 2009-2010 Board Chairman after serving as ACG Vice Chairman. Mr. White will assume the role as Board Chairman on July 1, 2009. Mr. White is a partner in the Firm's Corporate Department based in the Boston office. His appointment was also mentioned in Investment Business Weekly, Investment Business News, Business & Finance Week, Hedgeweek, Marketing Business Weekly, Real Estate & Investment Business, Real Estate & Investment Week and Mergers & Acquisitions Business.
, Corporate, Corporate Responsibility and Governance
Dennis White was mentioned on February 19 by the Business Wire regarding his appointment as the Association for Corporate Growth's (ACG) 2009-2010 Board Chairman after serving as ACG Vice Chairman. Mr. White will assume the role as Board Chairman on July 1, 2009. ACG is the premier professional organization focused on corporate growth, corporate development, and mergers and acquisitions. "I look forward to serving as the ACG Chairman," said Mr. White. "ACG is a thriving organization offering its members truly unparalleled value. I look forward to working with the Board of Directors and Gary [LaBranche, ACG President & CEO] to continue to create opportunities for ACG members around the world to network, share best practices, source deals and grow their businesses."
, Corporate, Corporate Responsibility and Governance
Den White was quoted on February 7, 2009 in Middle East and Africa Pharma and Healthcare Insights on an article regarding the resilience of the pharmaceutical sector in terms of M&A, with corporate activity continuing in spite of the global financial situation. "In healthcare and life sciences there are still some positive things happening. We have an ageing population and so favorable demographics continue to drive healthcare, and then on top of that we have the Obama administration, looking to roll out universal healthcare in the US," said Mr. White. "There continue to be breakthrough advances in medical devices that are impacting the delivery of medical care and impacting information technology in the healthcare industry," he added.
, Corporate, Life Sciences - Corporate
2008
Thomas Sauermilch was quoted on December 15 by Law360 regarding the terminated merger between Huntsman Corp. and Hexion Specialty Chemicals Inc. "What you are seeing is the unwind of transactions that were agreed to before the credit crisis hit....Huntsman-Hexion was probably one of the fiercest battles," said Mr. Sauermilch. In September, the Delaware Court of Chancery ordered Hexion to move forward with the actions necessary to complete the merger and that Huntsman did not suffer a "material adverse effect" that would have allowed the deal to cease. Mr. Sauermilch commented that material adverse change and material adverse effect clauses are changing and that future deals may see clauses regarding earnings requirements, commodities prices, debt ratings preconditions and even bankruptcy. "You're seeing a swing to more buyer-friendly conditions....There are more provisions in [the clauses] that let a buyer step away from a deal."
Thomas Sauermilch, Corporate, Mergers & Acquisitions
"Legal advisor to Telerik AD"
ACQ Finance Magazine, Volume 7, Issue 7, 2008
McDermott Will & Emery was mentioned as legal advisor to Telerik AD regarding the acquisition of Vanatec GmbH. Chrisitan von Sydow was also mentioned in the Magazine's end of year review.
Christian von Sydow, Corporate, Corporate - Germany, Germany, M&A - Germany, Mergers & Acquisitions
Peter A. Clark was quoted in a December 13 article published by BusinessWeek regarding the possible bankruptcy filing of General Motors.
, Corporate, Restructuring & Insolvency
Jeffrey Rothschild was quoted in a December 12 Reuters story on the increased use of third-party solvency opinions in private equity deals. Such opinions provide the buyer of a company with an independent report showing if a target will meet various tests, such as the ability to pay debts as they become due. “A solvency opinion or solvency condition is not new – people have been using that in one form or another for a few years now, but certainly the frequency with which that is being used is much more common now,” Mr. Rothschild said. He added that, because a selling company typically wants to avoid conditioning a deal on its solvency, “If this were a seller's market you might see them [solvency opinions] less, but since we're in a real buyer's market now I think we'll see them more and more.”
Den White was interviewed live on the Closing Bell program that aired on CNBC December 9. As vice chairman of the Association for Corporate Growth (ACG), Mr. White discussed the outlook for M&A deals in 2009 based on a recent ACG/Thomson Reuters survey that discussed dealmakers confidence reaching an all time low. In response to the possibility of a comeback in the first quarter of 2009, he stated, "I think that's possible. I think the first deals that are likely to emerge are distressed sales. There are a lot of companies that are hitting the wall with lack of liquidity, and with the lack of debtor-in-possession financing available, there's really no opportunity to reorganize and so the only option is to hold a distressed sale." To hear Mr. White's perspective on the current and future M&A environment click here.
, Corporate, Mergers & Acquisitions
"Legal advisor of Ergo Versicherungsgruppe"
Juve Rechtsmarkt, November 2008
Carsten Steinhauer and Filippo Mazza were mentioned as legal advisors of Ergo Versicherungsgruppe.
Filippo Mazza, Carsten Steinhauer, Corporate, Italy, M&A and Corporate - Italy, Mergers & Acquisitions
"Legal advisor to Tomorrow Focus"
Juve Rechtsmarkt, November 2008
Christian von Sydow was mentioned as legal advisor of Tomorrow Focus.
Christian von Sydow, Corporate, Corporate - Germany, Germany, M&A - Germany, Mergers & Acquisitions
Uwe Goetker was quoted in November 2008 in the International Financial Law Review regarding the European High Yield Association's (EHYA) proposal for a more rigid system for restructurings in the UK similar to those in Germany. Mr. Goetker pointed out that, "the UK's CVA and the fact that you can do an informal restructuring is its biggest advantage as Germany doesn't provide for out of court proceedings which can force creditors by majority vote into compromise."
Uwe Goetker, Corporate, Corporate - Germany, Corporate - London, Restructuring & Insolvency, Restructuring & Insolvency - Germany
Filippo Mazza and Carsten Steinhauer are mentioned in the October 29 issue of JUVE in a piece which covers their assistance to ERGO Versicherungsgruppe with the takeover of Italian listed company ERGO Previdenza.
Filippo Mazza, Carsten Steinhauer, Corporate, Italy, M&A and Corporate - Italy, Mergers & Acquisitions
William Smith was quoted in an October 10 article published by Bankruptcy Law360 regarding the effects of corporate board actions during a time of insolvency and the additional care needed when making decisions. Mr. Smith stated that corporate boards have essentially two lines of protection from creditors' lawsuits after a bankruptcy. First, they need to be informed about the potential impact of any decisions the company takes and secondly, they need to get outside experts to counsel them on all of these decisions. "It's not that you have to do anything differently, but you have to think harder. And the earlier that you think harder, the better," he said.
William P. Smith, Corporate, Restructuring & Insolvency
Scott Arrington was quoted in an October 14 article published by the Houston Chronicle regarding Houston firms shifting to a more global client base as a result of the economic slowdown. Mr. Arrington commented that, although many companies have been diversifying to overseas markets for some time, current conditions have caused more of them to view this move as a chance to cover their losses at home, not just expand into additional markets. "The difference now is that they are starting to see international activity as more of a hedge than they might have seen it as before," he said.
Scott J. Arrington P.C., Corporate, Markets Restructuring
Mark Stein was quoted on October 10 in the Boston Business Journal regarding how troubled financial markets may effect private equity. Mr. Stein spoke about how current conditions may mean less money will be accessible for new private equity funds. "To the extent that the stock market suffers a very sharp decline, and the overall portfolio value of the institutional investor takes a corresponding hit, then the amount available to allocate to private equity can also drop," he said. Mr. Stein added that investors also need to find investments that produce a certain minimum yield to meet their financial obligations. "So when the stock market drops in value, these investors need to seek investments that they have a reasonable belief will generate higher yields to compensate for their stock portfolio. So as some investors react to significant market drops, they’ll allocate more to private equity to make up for it."
Mark B. Stein, Corporate, Markets Restructuring, Private Equity
Den White was quoted in the October 3 issue of the Boston Business Journal regarding how the recent credit crunch and current market conditions are making it harder for prospective borrowers to get loans. "Nine months ago, there was a sense the crunch was impacting the mega-deals, but now it has definitely found its way down the food chain," Mr. White said. "Businesses may have to knock on more doors. Even within traditional banks, they need to make sure that they're knocking on the right door within the right bank for their situation. It pays to do your homework in terms of being sure you’re calling on the right banker."
Filippo Mazza and Carsten Steinhauer are mentioned in Economy (October 3) in a piece which covers ERGO’s delisting.
Filippo Mazza, Carsten Steinhauer, Corporate, Italy, M&A and Corporate - Italy, Mergers & Acquisitions
Ted Laurenson and Stephen Older were quoted in Law360 on September 19 regarding the order issued by the SEC which temporarily bans the short selling of the stocks of designated financial companies in order to calm markets and how this may effect hedge funds who base much of their investment strategies on short selling. "People are really annoyed when they're in certain strategies that you can't implement," Mr. Laurenson said. He added that although it is not possible to determine whether this temporary order is a good plan, it most likely would not cause much harm if it does not last long. Mr. Older commented on the vagueness of the order and the immediacy of its issuing, "I know these are desperate times, but it would have been better with more thought around it and more comment," he said. Messrs. Laurenson and Older explained that hedge funds and their clients are taking action to ensure an extension is not granted.
Edwin C. Laurenson, Stephen E. Older, Corporate, Hedge Funds, Securities
Stephen M. Ryan was quoted in the September 8 issue of the Washington Business Journal and the September 9 issue of the Baltimore Business Journal in articles regarding the effect the government takeover of Fannie Mae and Freddie Mac will have on businesses in the Washington, D.C. area. Mr. Ryan noted that companies paid to lobby the government are likely to lose business. "I don't think the government receivers are going to have any interest in paying for lobbying. There are certain law firms, strategic advisers and [public relations] firms whose meal ticket just ended, in so far as they depend on Fannie Mae and Freddie Mac as clients," he said. Mr. Ryan added that there are also questions about how creditors will be paid. "The first duty of any lawyer is to get paid for the work they do. And I think people will be very interested in finding out if the government intends to do that."
Stephen M. Ryan, Corporate, Government Strategies
Den White was quoted on July 23 in PEI Online regarding the latest results of the bi-annual survey of middle market merger professionals by the Association for Corporate Growth (ACG) and Thomson Reuters. "Even though the market has cooled, you still have roughly 90 percent of respondents indicating that the M&A market is good to fair," he said. Mr. White also noted, "We're clearly not in a hot phase but we're clearly not dormant either."
, Corporate, Mergers & Acquisitions, Private Equity
Den White was quoted on July 22 by the Business Wire regarding the dissatisfaction of middle market merger professionals with the present M&A market which was concluded by the recent bi-annual survey conducted by the Association for Corporate Growth (ACG) and Thomson Reuters. In the private equity space, respondents see the best investment opportunities in the United States, China, Latin America, India and Eastern Europe. "To an ever-increasing degree buyers and sellers are looking beyond the water's edge for opportunities," said Mr. White. "The U.S. downturn and depressed dollar make everything from New York condos to U.S. companies seem like bargains to foreign buyers. Conversely, U.S. buyers are drawn to the attractive upside opportunities and less competitive investment environment that prevails in many markets overseas. As a result, "cross-border" has become a permanent part of everyone's deal vocabulary."
, Corporate, Mergers & Acquisitions, Private Equity
Jeffrey Rothschild was mentioned in the July 22 issue of The Deal in an article concerning merger agreements in recent private equity deals. Mr. Rothschild was cited for his observations in a survey he wrote regarding recent developments in LBO deal terms.
Jeffrey Rothschild, Corporate, Mergers & Acquisitions, Private Equity
Robert A. Schreck was quoted in the July 21 issue of the New York Post in an article regarding the comeback of poison pills. Mr. Schreck commented that he has been counseling his corporate clients to re-evaluate poison pills. He further pointed out that although certain large corporations do not need to worry about takeover threats, midsized companies should remain aware, "...if you're a middle-market company in the striking range of private equity, you should be looking into it," Mr. Schreck said.
Robert A. Schreck PC, Corporate, Mergers & Acquisitions, Private Equity
Den White was interviewed for the June 2008 edition of Mergers & Acquisitions Magazine regarding how he became involved in M&A transactions, recent trends and challenges in the transactions industry as well as common pitfalls in M&A transactions. The interview also addressed Mr. White's history with the Association for Corporate Growth, an 11,000 member organization focused on corporate growth and M&A. He is currently Vice Chairman of ACG's Global Board of Directors.
Link to: Den White, Corporate, Mergers & Acquisitions
, Corporate, Mergers & Acquisitions
Joel Rubinstein was quoted in a May 29 article published by Dow Jones Financial News regarding the postponement of the Goldman Sachs sponsored Liberty Lane SPAC IPO due to flat market conditions. Rubinstein stated that besides flat market conditions, the SPAC unsuccessfully appealed to long-term investors and typical SPAC audience. "They were trying to do something different. Every SPAC would love for [long-term] buyers to buy shares from the beginning," he said. He further added that the market continues to be focused on the SPACs which have priced but have yet to complete deals.
Stephen E. Older was quoted in a May 22 article published by HedgeWorld Daily News regarding hedge funds seeking protective contracts called "big boy letters" for trades. These letters are contracts between financially sophisticated parties in which one party, usually the buyer, agrees not to sue the seller for holding back certain information. Mr. Older stated that hedge fund clients will routinely want to do a trade with a big boy letter, however he would counsel caution on the use of this approach. "Big boy letters can't guarantee protection from lawsuits regarding trades by intermediaries," he said. "But…a properly drafted letter should mitigate the risk of liability."
Stephen E. Older, Corporate, Hedge Funds
Joel Rubinstein was quoted in a May 22 article published by The SPAC Report regarding SPAC market conditions, in particular the increase in liquidations and issues relating to shareholder approval. Mr. Rubinstein commented on recent SPAC filings which have proposed to offer units with less than a single warrant per unit and a promote of less than 20 percent. "People have to feel confident that dilution can be overcome," Mr. Rubinstein said. "And to the extent you have a deal structure where there's less dilution in the form of fewer warrants and a lower promote, then those people who would be buying at the time of the deal potentially feel more comfortable about not suffering the dilution."
David Cifrino was quoted in a May 7 article published by Forbes Online regarding the increase of phone calls from proxy solicitors, which have increased this year because new SEC rules regarding electronic delivery of proxy statements have reduced voting by shareholders. Mr. Cifrino commented that shareholders registered with their brokers as objecting beneficial owners ("OBO"), should not get calls from proxy solicitors. "If you sign up as an OBO, you shouldn't be pestered regularly," he said.
David A. Cifrino PC, Corporate, Public Companies, Securities
Joel Rubinstein was featured in the in the May 2008 issue of Financier Worldwide in a roundtable style article entitled, "Alternative Public Offerings." The article discusses the growth in the APO market in recent years, in particular the SPAC IPO market.
Jeffrey Rothschild was quoted in an April 29 article published by Compliance Week regarding the utilization of the material adverse change clause (MAC clause) during the global credit crunch in order to allow potential acquirers to walk away from deals. Mr. Rothschild commented that negotiating MACs is perhaps [one of] the most contentious and time consuming part of merger talks. "A certainty in life is that people won't agree on [the definition of] MAC," he said.
Jeffrey Rothschild, Corporate, Mergers & Acquisitions
Mark J. Mihanovic was quoted on April 22 by the San Francisco Chronicle in an article regarding the fall in venture investment in start-ups in the first quarter of 2008. The article specifically discusses the impact in Silicon Valley despite its unique market. "The dynamics of Silicon Valley are different from elsewhere in the country because it has so many life sciences and technology companies that can merge with each other for strategic gain and wait out tough times," said Mr. Mihanovic. He continues, "If we had a more vibrant market, even an average market, I'd be doing two or three (life sciences) IPOs right now."
Mark J. Mihanovic, Corporate, Emerging Companies/Venture Financing, Life Sciences & Medical Products
Howard Steinberg was quoted in an April 21 article published by Investment Dealers Digest regarding shareholders voicing their opinions on executive compensation. Mr. Steinberg noted that there is a rigorous decision making process by the board compensation committee regarding appropriate executive pay. "There is a high level of sensitivity in terms of what the committee is doing, and they realize that they are dealing with a hot button issue that concerns shareholders," he said.
Howard E. Steinberg, Corporate, Public Companies
Peter Townshend and George Colindres co-authored an article in BioPharm International, published April 1, entitled, "Trends in Convertible Note Financing for Biotechs." The article discusses the differences between convertible note financings and traditional preferred stock financings, discusses the high stakes of note financings and highlights the complexity of their terms. To view the entire article click here.
David DeYoe was quoted in the March issue of Worth Magazine regarding the risks related to putting a private plane in an LLC. Mr. DeYoe discussed how private planes held in LLCs could be viewed as commercial aircrafts by the FAA, which could in turn invalidate insurance and legal protection. Under these circumstances "you haven't shielded anything," Mr. DeYoe said.
David P. DeYoe, Aircraft Acquisition and Operation, Corporate, Private Client
Charles E. Levin was quoted in the March issue of Hedge Fund Manager Weekly in a roundtable feature regarding the vibrant hedge fund market in Chicago. Mr. Levin discussed how the Chicago hedge fund industry developed, what gives the city's managers their edge and whether the city’s funds will continue their impressive returns despite the difficult market conditions. When asked how he accounts for the success of Chicago-based hedge funds, Mr. Levin stated, "With respect to funds we interact with in this market, we see them often being broad-based funds employing multi-strategies. We also see these funds sometimes making opportunistic investments which are not programme-driven...we expect that these tendencies have led to some significant gains that may have offset losses on portfolio assets which have been widely experienced."
Charles E. Levin, Corporate, Hedge Funds
David Cifrino was quoted in a February 14 article published by Securities Law360 regarding a set of proposed rule changes by the SEC that would accelerate the annual reporting deadline for private issuers that are publicly listed in the U.S. as well as allow U.S. investors to more easily access the disclosure documents of foreign companies that are exempt from U.S. regulation. Mr. Cifrino commented on the new rules and stated that the changes were not "earth-shattering," however they were a step in the right direction to modernize disclosure requirements. "It's making it a little bit easier for these companies to stay outside of regulation," Mr. Cifrino said.
David A. Cifrino PC, Corporate, Securities
Michael Fayhee and John Tamisiea were quoted in the January 2008 issue of the Chicago Lawyer regarding their representation of The Genlyte Group, Inc. in its definitive merger agreement with Phillips Holding USA.
Michael R. Fayhee, John P. Tamisiea, Corporate, Tax
2007
Howard E. Steinberg was mentioned in a November 10 article published by PR Newswire regarding the M&A International Media Awards 2007. Mr. Steinberg was a member of the judging panel, which was made up of senior mergers and acquisitions experts from around the world and included representatives of business, academia and the media.
Howard E. Steinberg, Corporate, Mergers & Acquisitions
Dennis J. White was mentioned in a November 8 article published by Business Wire regarding the Association for Corporate Growth’s (ACG) naming of a new chairman as well as new directors. Mr. White was elected as Vice Chairman of the ACG, which is a premier professional organization focused on corporate growth, corporate development, and mergers and acquisitions.
, Corporate, Mergers & Acquisitions
Peter Townshend was quoted in the November issue of Entrepreneur Magazine regarding whether the recent viability of IPOs is an indication that boom times from past years have returned. "The market is good--it's not great, [but] it's not frothy," commented Mr. Townshend. He also added, "Good companies that make sense and are meeting their milestones are able to go public and sustain themselves."
Stephen Selbst was quoted in the October 26 article published by The Distressed Debt Wire regarding recent decisions in hedge fund manager Springfield Associates' lawsuit against Enron. Mr. Selbst commented that Judge Scheindlin's decision set off "a flurry of activity" in the market to structure trades so they will be viewed as sales. Mr. Selbst also said that as an added safeguard, he has been advising debt purchasers to obtain written indemnifications from legal liability from sellers.
Den White and Joel Rubinstein co-authored an article entitled "SPAC 2.0" that appeared in the October 1 issue of The Deal. The article focuses on the recent rapid growth for initial public offerings by special purpose acquisition companies.
Dennis J. White was quoted in the October 1 article published by Mergers and Acquisitions Journal regarding the current rise in cross border acquisitions by executives and merger professionals and the barriers faced in this process. The biggest of these barriers are said to be inadequacies around legal environment/dispute resolutions, questionable protections around intellectual property, cultural issues, a non-conducive regulatory environment and an inability to perform due diligence. "In the U.K. and European Union, due diligence is more exhaustive than in the U.S." Mr. White said. "The European Union countries are generally less litigious societies, and in those countries it is presumed that the buyer has the responsibility to adequately kick the tires."
Miles Huges was mentioned in the September 7th issue of BNA's Corporate Accountability Report in regards to the recent affirmation by the Delaware Supreme Court that rejected the deepening insolvency theory as an independent cause of action when dealing with bad business decision from directors. Mr. Hughes told BNA that he assessed the affirmation as a positive development for directors, and also lends clarity to issues that have long been confusing. The order ratifies the chancery court's analysis of directors' fiduciary duties during times of "organizational distress."
Miles W. Hughes was quoted in the August 16 issue of BNA's Health Law Reporter, in regards to the recent federal bankruptcy court decision by a Los Angeles judge approving a settlement in one of the first cases in the country in which a hospital trustee sought to impose personal liability on hospital directors for the facility's financial failure. Mr. Hughes told BNA the settlement was notable beyond California because it appeared to signal that the business judgment rule, which most states have, was making a comeback, and would provide a protective shield for directors who act in good faith, and in the best interest of their hospitals.
Thomas Conaghan was mentioned on August 14 in Lexpert Magazine as being an integral part of the transaction team that assisted Calpine Canada Resources Company (CCRC) with the sale of their holdings to Lehman Brothers.
Helen Friedli was been recognized in the 2007/08 edition of the PLC Cross-border Mergers and Acquisitions Handbook, published by Practical Law Company, as a recommended lawyer for cross-border mergers and acquisitions.
Helen R. Friedli PC, Corporate, Mergers & Acquisitions, Securities
Stephen Selbst was quoted in the Wall Street Journal Law Blog on August 2 regarding whether the Chapter 11 filing of Bally may indicate a number of new filings. "For years, companies in trouble could tap into the debt markets pretty easily," said Mr. Selbst. He also commented on changes in the past two weeks, largely due to the sub-prime mortgage sector. "Doors are slamming shut," he said. "Things are lining up in that direction, but it hasn’t happened yet."
Konstantin Günther was mentioned in the August issue of Juve Rechtsmarkt regarding the advise of A-Tec/Mirko Kovats in connection with the acquisition od Cumerio and Affinerie shares.
Konstantin Günther, Corporate, Germany
Dennis J. White was quoted in the July 17 article published by Bloomberg regarding the rise in LBO financing costs expected in 2008 and the anxiety among buyout executives as investors eject high-yield debt. "It makes people a little nervous on whether the good times are going to roll for a while, or come to an end,'' Mr. White said. "Lenders tend to act in a herd."
Uwe Goetker, Norbert Schulte, Rick Mitchell, Dirk Pohl and Volker Teigelkotter were mentioned in the July 11 issue of Börsenzeitung regarding the representation of Dr. Alfred Schefenacker, owner of the Schefenacker Group, in connection with the Group's comprehensive financial and operational restructuring.
Uwe Goetker, Richard Mitchell, Dirk Pohl, Norbert Schulte, Volker Teigelkötter, Corporate, Employee Benefits, Germany, London, Tax
Robert Manger was quoted in the July issue of Commerce Germany regarding the New Electronic Commercial Register.
Michael Pettingill was quoted by Buyouts magazine on May 15 in regard to the stack up of management fees and how disbursements are distributed. The logic is "if the deal is in trouble then [the managers] may not get their subordinate fee, which makes sense because if a deal is not performing, the managers should take a hit, too," commented Mr. Pettingill.
Stephen Older was quoted in the May issue of Corporate Secretary on the benefits of going private. "Many companies that go private have public debt, or issue new public debt in the LBO (leveraged buyout) process, so they are still required to make certain periodic filings and will be required to disclose financial information and have to deal with Sox 404. So they are not completely out of SEC or Sarbanes-Oxley requirements. Still, they have more flexibility and fewer restrictions after going private", said Stephen.
Stephen E. Older, Corporate, M&A - Private Equity
Stephen Older and Seth Goldsamt were listed as advisors to Morgan Stanley Principal Investments (MSPI) in the April 27 issue of The Daily Deal. McDermott advised MSPI on its equity commitment to Mitel Networks Corporation in its purchase of Inter-Tel Incorporated.
Seth T. Goldsamt, Stephen E. Older, Corporate, Hedge Funds, M&A - Private Equity, Mergers & Acquisitions
Daniel Curto, Melissa Nott and Heather Sussman have been named Massachusetts Rising Stars by Super Lawyers. This list features the results of a poll determining the most highly recognized lawyers under the age of 40 and was published in the recent issue of Boston Magazine.
Daniel A. Curto, Melissa Nott Davis, Heather Egan Sussman, Corporate, Trial
Peter N. Townshend was quoted on April 24 by Reuters in an article discussing the trend of accelerated negotiations by private equity firms in the mergers and acquisitions market. In an effort to try and beat opponents in the auction process, private equity bidders are giving high offers and securing the deal well before the bidding deadlines. "The question of whether to take an early bid or go through a complete auction is really a game of chicken for both sides," said Mr. Townshend. "If you go through the whole auction, bidders run the risk that others will outbid them. Meanwhile, if the target completes the whole process and the other offers don't turn out as high as they or Wall Street had expected, the company runs the risk that the early, high bid could disappear," Mr. Townshend added.
, Corporate, Mergers & Acquisitions, Private Equity
Tom Conaghan was quoted by MarketWatch on April 18 regarding the interrupted BlackBerry service.
Thomas Murphy spoke to the Economist Intelligence Unit on April 5 concerning the SEC’s eProxy ruling that allows companies to distribute proxies electronically. Mr. Muphy said that the benefits of the ruling go beyond cost savings on printing and shipping, noting that the ruling will also speed up voting and increase participation because most investors and shareholders are already comfortable using the Internet.
Thomas J. Murphy, Corporate, Securities
Howard Steinberg was quoted in the April edition of CFO Magazine in relation to potential issues that companies encounter in divestitures. Mr. Steinberg points out, "Where you have, in the acquired firm, a well-integrated company in terms of systems, accounting and other issues, you may run into problems." He later goes on to explain the one common unintended consequence of these transactions is the difficulty retaining talented executives from the acquired company as responsibilities are shifted or removed. "An operating person, in the retained portion of the business, may have jurisdiction over a part being sold."
Howard E. Steinberg, Corporate
Thomas Murphy was quoted in the April edition of CFO Magazine in relation to the "eProxy" ruling from the Securities and Exchange Commission that will go into effect on July 1, 2007. The new rule will allow companies to almost entirely bypass the costly process of printing and shipping proxy statements by providing information via the internet. Mr. Murphy explained that the benefit of the eProxy rules go beyond savings. They should also speed up voting and increase participation because most investors and shareholders are already comfortable using the internet.
Thomas J. Murphy, Corporate, Corporate Responsibility and Governance
Robert Manger was introduced in the March 22 issue of Handelsblatt as an advisor who provides carrier information to lawyers.
, Corporate, Corporate - Germany, M&A - Germany
Howard Steinberg was quoted by Dow Jones on March 13 regarding the recent trend in which mutual funds are starting to shake up the companies in which they invest by beginning to protest merger deals and pushing to change corporate boards. While too early to know their impact, mutual funds have a great amount of say because they tend to be the largest shareholders of the public companies' stock but it is a matter of whether or not they speak up. "Mutual fund activism is still so new and limited, when it does occur people pay attention," commented Mr. Steinberg.
Howard E. Steinberg, Corporate, Mergers & Acquisitions
Howard Steinberg was quoted in the March 13 issue of Dow Jones in an article regarding the recent trend in which mutual funds are starting to shake up the companies in which they invest by beginning to protest merger deals and pushing to change corporate boards. While too early to know their impact, mutual funds have a great amount of say because they tend to be the largest shareholders of the public companies' stock, but it is a matter of whether or not they speak up. "Mutual fund activism is still so new and limited, when it does occur people pay attention," commented Mr. Steinberg.
Howard E. Steinberg, Corporate
Uwe Goetker was quoted in the March 5 issue of Wirtschaftsbild and the February 20 issue of Stuttgarter Nachrichten regarding the regulatory framework of business e-mails.
Uwe Goetker, Corporate, Corporate - Germany
Thomas Murphy was quoted in the February 13 issue of Compliance Week regarding companies taking action against No-Action Letters. Mr. Murphy commented about the issue of more proposals in proxies and said "Companies are more aggressive in keeping them out, as we have seen an increase in the level of proposals that are meaningful and can change corporate governance."
Thomas J. Murphy, Corporate, Public Companies, Securities
Christian von Sydow, David Cifrino and Paul Melot de Beauregard were mentioned in the February issue of Juve Rechtsmarkt regarding Nova Analytics in the acquisition of Ebro Electronic Instruments.
Paul Melot de Beauregard, David A. Cifrino PC, Christian von Sydow, Corporate, Employee Benefits, Intellectual Property
Den White was quoted by CFO on January 10 in regard to anticipated corporate activity in 2007. Mr. White commented that more deals were made with cash than stock in 2006, and 2007 may see more of private equity firms' growing trend of selling to each other.
, Corporate, Mergers & Acquisitions
Howard Steinberg was quoted by The New York Times on January 5 in regard to the recent shake up by activist shareholders. "Activist shareholders have a power and audience beyond what they've ever enjoyed. They're developing a credible track record, and as a result, more and more managers are forced to engage with them. Activists' time has come," commented Mr. Steinberg.
Howard E. Steinberg, Corporate
Helen Friedli, Mark Harris and Ryan Harris were named in the Big Suits column of the January American Lawyer for McDermott's representation of the CBOT Special Committee of Non-Exercise Rights Members in the Chicago Mercantile Exchange Holdings Inc.'s $8 billion purchase of CBOT Holdings.
Helen R. Friedli PC, Mark A. Harris, Ryan D. Harris, Corporate, Mergers & Acquisitions
Robert Manger was quoted in the January issue of Initiativbanking regarding the consequences of the new EUHG law which provides an insight into all German commercial registers, registers of cooperatives and partner registers.
, Corporate, Corporate - Germany
2006
Robert Manger is quoted in the November 30 issue of Handelsblatt and Wirtschaftswoche regarding the sale of the company Duales System Deutschland.
, Corporate, Corporate - Germany, Germany, M&A - Germany
Rick Mitchell was quoted in a November 13 article published by Financial Times regarding the appeal of private equity firms listing in the U.S. Financial Times reports that if funds are listed in the U.S., they could take advantage of the far bigger investor base and the culture of venture capital investing. Mr. Mitchell commented, "Given that private equity funds are essentially large piles of money with a few people on top, without a large administrative staff in place, it makes send for them to list where the disclosure requirements are less onerous. But once a deal gets big enough, a couple of extra million dollars in compliance costs doesn’t bite that hard."
Richard Mitchell, Corporate, Corporate - London, Finance & Banking, London
McDermott was mentioned in the November 2 issue of the Daily Deal in regard to advising Gibraltar Industries Inc. in its acquisition of Britain's Expanded Metal Co. Ltd. and its German subsidiary Sorst Streckmetall GmbH.
Corporate, Mergers & Acquisitions
Howard Steinberg was quoted by Corporate Secretary in their November issue regarding the recent decisions of various directors who have chosen to speak to the media before they speak to their board of directors regarding various issues/problems within their company.
Howard E. Steinberg, Corporate, Corporate Responsibility and Governance
Edwin Laurenson was quoted in the October 2006 issue of Investor Relations Update in an article that questions the ongoing topic of hedge fund regulations.
Edwin C. Laurenson, Corporate, Hedge Funds
Howard Steinberg was quoted by Dow Jones on September 28 regarding the banking industry embarking on the private equity market.
Howard E. Steinberg, Corporate, Private Equity
Stephen Selbst was quoted by CFO.com on September 13 regarding the new bankruptcy law that makes it harder for companies working through Chapter 11 reorganization to award executives' retention bonuses. Mr. Selbst commented that to mitigate such risk some companies will search for a court circuit that has already approved a bonus plan similar to their own before filing a bonus petition.
, Corporate, Restructuring & Insolvency
Andew Liazos was quoted in the September 12 issue of The National Law Journal, about a sweeping tax code 409A—regulating many deferred-compensation plans favored by private companies, including stock options. Both tax and corporate attorneys feel that the new law is strewn with pitfalls and complexities that hinder corporate deal making and expose executives to penalties. He commented on the problems that this code has had on buyer and how it could have been avoided if Congress would have given "the regulators an opportunity go update the regulations as opposed to having Congress come in and change the rules of the game completely."
Andrew C. Liazos, Corporate, Employee Benefits, Executive Compensation
Stephen Selbst was quoted on CFO.com on September 5 for his comments on the bankruptcy court ruling denying Dana Corp.'s motion to allow the company to award incentive bonuses to six top executives after filing for Chapter 11 protection in March.
, Corporate, Restructuring & Insolvency
Michael Anthony, Bobby Burchfield, Gordon Greenberg, Christopher Jedrey, Ray Lupo, Terry McMahon, Michael Pope, Richard Smith and Jeffrey Stone will be recognized in the fall edition of Lawdragon magazine on its annual survey of the top 500 lawyers in the United States, the Lawdragon 500.
Michael F. Anthony, Bobby R. Burchfield, Gordon A. Greenberg, Christopher M. Jedrey, Raphael V. Lupo, Terrence P. McMahon, Michael A. Pope PC, Richard W. Smith, Jeffrey E. Stone, Corporate, Health, Intellectual Property, Trial
Edwin Laurenson was quoted in August 17 issue of HFM Week in an article that questions the longer lock-in periods that are becoming increasingly acceptable in the hedge fund industry despite the end of SEC rule. Mr. Laurenson provides perspective on still imposing these lock-ins "only managers reasonably sought-after were able to impose a two-year lock-in to get around SEC registration and will be able to keep it. They had market power to do it in the first place. They had to be someone in a considerable degree of demand."
Edwin C. Laurenson, Corporate, Derivatives, Structured Finance and Financial Products, Hedge Funds
Thomas Sauermilch was quoted by Dow Jones on July 10 regarding increased mergers and acquisitions activity in 2006. "Strategic players are back in the M&A market big time," commented Mr. Sauermilch.
Thomas Sauermilch, Corporate, Mergers & Acquisitions
Thomas Murphy was quoted in the July issue of CFO regarding Regulation Fair Disclosure. Mr. Murphy commented that Reg FD is the law that prohibits companies from selectively disclosing material non-public information about their business to analysts and stockholders, yet analysts have no liability under the law.
Edwin "Ted" Laurenson commented on the courts' rejection of an SEC hedge fund rule in the June 24 issue of The Wall Street Journal. If companies are asked to put their registration aside until it is clear on what the SEC's next steps will be in the process, Mr. Laurenson predicts that a number of hedge funds would act to de-register due to procedure and policy costs that would be incurred, which would be particularly onerous on smaller hedge fund advisers.
Edwin C. Laurenson, Corporate, Hedge Funds, Securities
Helen Friedli was recognized as one of two recommended individuals for cross-border mergers and acquisitions in Chicago in the recent edition of the Cross-border Mergers & Acquisitions: PLC Which Lawyer Handbook published by Practical Law Company.
Helen R. Friedli PC, Corporate, Mergers & Acquisitions
Helen Friedli was profiled in "McDermott partner brings plenty to the table," in the June issue of Chicago Lawyer.
Helen R. Friedli PC, Corporate
Edwin Laurenson was quoted in May 25 issue of the Market Analysis section of HFM Week in an article that questions if the SEC is making it too difficult to run a hedge fund in the United States. Mr. Laurenson provides perspective on growing regulatory issues that impact registrations here, but also indicates that US regulation is "simply catching up to what was already the case in Europe".
Joel Rubinstein was quoted by Investment News on May 22 regarding hedge funds possibly testing the waters in the public equity markets.
Howard Steinberg was quoted by Dow Jones on May 9 regarding his prediction that more banks will acquire thrifts in part because they want to be able to offer new mortgage products.
Howard E. Steinberg, Corporate
Howard Steinberg was quoted by Dow Jones on May 9 regarding his prediction that more banks will acquire thrifts in part because they want to be able to offer new mortgage products.
Howard E. Steinberg, Corporate, Mergers & Acquisitions
Joel Rubinstein was quoted by Business Week on May 3 in regard to Kohlberg Kravis Roberts & Co. (KKR) listing KKR Private Equity Investors on the Euronext exchange in Amsterdam.
Joel L. Rubinstein, Corporate, Private Equity
Howard Steinberg was quoted in the May 1 issue of Dow Jones Hedge Fund Trades on the New York Stock Exchange's investigation of a major investment bank that may have given preferential trading treatment to a hedge fund it operates. Specifically in regards to the conflict of interest in this environment, Mr. Steinberg said, "These issues have been around forever but may look more prominent today, because firms are doing more proprietary trading than ever."
Howard E. Steinberg, Corporate
Howard Steinberg was quoted in the May issue of Corporate Secretary regarding fairness opinions. "They were not unknown before then [Delaware Supreme Court ruling], but after that they became quite common," commented Howard.
Howard E. Steinberg, Corporate
Howard Steinberg was quoted in the May issue of Corporate Secretary regarding fairness opinions. "They were not unknown before then [Delaware Supreme Court ruling], but after that they became quite common," commented Mr. Steinberg.
Howard E. Steinberg, Corporate, Mergers & Acquisitions
Howard Steinberg was quoted in the May 1 issue of Dow Jones Hedge Fund Trades on the New York Stock Exchange's investigation of a major investment bank that may have given preferential trading treatment to a hedge fund it operates. Specifically in regards to the conflict of interest in this environment, Mr. Steinberg said, "These issues have been around forever but may look more prominent today, because firms are doing more proprietary trading than ever."
Howard E. Steinberg, Corporate, Mergers & Acquisitions
Howard Steinberg was quoted in the April 25 issue of Dow Jones on the NYSE investigating major broker over hedge fund conflicts and possible preferential trading treatment. "These issues have been around forever, but may look more prominent today, because firms are doing more proprietary trading than ever," commented Mr. Steinberg.
Howard E. Steinberg, Corporate
Howard Steinberg was quoted in the April 25 issue of Dow Jones on the NYSE investigating major broker over hedge fund conflicts and possible preferential trading treatment. "These issues have been around forever, but may look more prominent today, because firms are doing more proprietary trading than ever," commented Mr. Steinberg.
Howard E. Steinberg, Corporate, Mergers & Acquisitions
Mark Mihanovic was quoted in the April 17 issue of Investment Dealers Digest regarding the continuing slowdown of the West Coast banking market.
Mark Mihanovic was quoted in the April 17 issue of Investment Dealers Digest regarding the business climate for investment bankers earlier in the decade.
Howard Steinberg was quoted in the March 24 issue of The Wall Street Journal on Sovereign Bancorp Inc. and Relational's settlement deal on a 12- member board. "While having a board seat will put them [Relational] in the information flow...in terms of really affecting outcomes, it's hard to see how one director really does it," commented Mr. Steinberg. The article also ran on MarketWatch.com and on Dow Jones.
Howard E. Steinberg, Corporate, Corporate Responsibility and Governance
McDermott was mentioned in the February 1 issue of the Daily Deal as M&A counsel to X-Rite Inc. in its acquisition of Amazys Holding AG.
Corporate, Mergers & Acquisitions
Den White was quoted in the January 23 issue of Financial News regarding the surge in transatlantic M&A transactions.
, Corporate, Mergers & Acquisitions
Polly Plimpton was quoted in the January 19 issue of the Christian Science Monitor on fuller disclosure of CEO compensation. This article was also picked up by ABC.com and National Public Radio.
Anne G. Plimpton, Corporate, Executive Compensation
Tom Conaghan was quoted in the January 9 issue of Investment Dealers' Digest regarding the U.S. Securities and Exchange Commission's proposed amendments to the "best-price rule" in M&A tender offers.
Massimo Trentino commented in the January 9 issue of Financial News on the continuance in 2006 of mergers between European retail groups and how the appointment of a new governor marks a change in strategy for the Bank of Italy.
Massimo Trentino, Corporate, Italy
Mark Selinger was quoted by Dow Jones MarketWatch on January 6 regarding private equity funds' interest in the technology industry.
Mark S. Selinger, Corporate, Private Equity
David Cifrino was quoted in the January 5 issue of The Boston Globe on Sovereign Bancorp's decision to delay their annual meeting until two transactions close in order to gain a large, friendly shareholder in Santander to help vote against Relational's plans to oust all of the bank's directors.
David A. Cifrino PC, Corporate, Corporate Responsibility and Governance
Thomas Conaghan was quoted in the January 1 issue of National Real Estate Investor regarding the shrinking number of REITs in the United States and how they are trying to get attention.
Thomas P. Conaghan, Corporate, Real Estate
2005
Jonathan Rochwarger was quoted in the December 13 issue of The Wall Street Journal on how increased SEC scrutiny is resulting in companies revealing relatives on their payrolls.
Jonathan P. Rochwarger, Corporate
Tom Murphy was quoted in the December issue of CFO Magazine in regard to short-selling.
Thomas J. Murphy, Corporate, Securities
Joel Rubinstein was quoted in the November 30 issue of The Wall Street Journal on the Janus Capital Group, Inc. looking at adding a dose of private-equity to pull off a buy-out by its executives and portfolio managers. "There's a general feeling that it's a good time to get into the industry," " The mutual-fund scandals are behind us, hedge funds and all types of investors are looking to invest in the sector. It makes sense for private-equity firms to be there." commented Mr. Rubinstein.
Joel L. Rubinstein, Corporate, Private Equity
McDermott is listed in the November 25 issue of Handelsblatt as in the sixth of six tiers of leading M&A law firms.
Corporate, Germany, Mergers & Acquisitions
Howard Steinberg was quoted by Dow Jones on November 21 in regard to the NYSE's push for a compromise in Sovereign Bancorp's three-way deal with a Spanish bank and a New York thrift.
Howard E. Steinberg, Corporate
David Cifrino was quoted in the November 9 issue of the Boston Globe in regard to relational investors accusing the directors of Sovereign Bancorp of a "breach of trust" with shareholders.
David A. Cifrino PC, Corporate
Mark Mihanovic was quoted in the November 5 issue of Entrepreneur Magazine regarding the possible risks in an earnout agreement.
Christian von Sydow was interviewed in the November issue of JUVE Rechtsmarkt about German middle-sized companies, U. S. capital and his client work for Schott Instruments and WTW.
Christian von Sydow, Corporate, Corporate - Germany, Germany
Christian von Sydow was quoted several times in the October 19 issue of Handelsblatt regarding investment in nonperforming loans and debt equity swaps.
Christian von Sydow, Corporate, Corporate - Germany, Germany
Mark Mihanovic was quoted in the October 4 issue of the Daily Deal in regard to how independent banks are turning to small acquisitions to protect their increasingly threatened core businesses.
Mark J. Mihanovic, Corporate, Corporate Responsibility and Governance
Ted Laurenson was quoted in Investment News on September 26 in an article about hedge fund managers exploiting a loophole that allows them to evade regulatory safeguards aimed at protecting investors. Faced with the prospect of registering with the Securities and Exchange Commission as investment advisers, the managers are extending their funds' lockup periods. The rule change, which is scheduled to take effect in February, allows hedge fund firms to skirt SEC audits and inspections by locking up the money of its investors for more than two years. As lockup periods are private agreements between hedge fund firms and investor, there's no way of knowing exactly how many funds are extending them. "There have been noises out of the SEC that suggest they have noticed the trend and they don't like it." said Mr. Laurenson in response to the news.
Edwin C. Laurenson, Corporate, Hedge Funds
Howard Steinberg was quoted in M&A Report on September 26 in an article about change-in-control payouts (CIC's) to executives in mergers. Due to recent acquisitions where the chairman or CEO's of companies have been given these golden parachutes of CIC's and have returned to companies, governance professionals are now revaluating the way that these payments are handled. "I think that good governance people are becoming more and more concerned with the concept of the necessity of golden parachutes, particularly as to those executives who can collect a big paycheck and continue employment," Mr. Steinberg said. In light of recent corporate scandals, corporate boards shy away from "any kind of pay package that looks like a windfall for executives," he said. "There's likely to be a moderating trend in the way parachutes are structured."
Howard E. Steinberg, Corporate, Mergers & Acquisitions
McDermott was featured in four cases and one M&A deal in the Crain's Chicago Business's list of 2005's big litigation and deals published on September 19. Lazar Raynal (Pritzker v. Pritzker), Rick Meyer (Lorillard Tobacco Co. v. Chester Wilcox & Saxbe LLP), Steven Scholes (SEC v. Calugar), Mike Pope and Christopher Murphy (Oshana v. Coca-Cola Co.), all trial partners based in Chicago were mentioned in the litigation list. John Tamisiea and Michael Fayhee were mentioned in the deal list for Gardner Denver Inc.'s purchase of Thomas Industries Inc.
Michael R. Fayhee, Derek J. Meyer, Christopher M. Murphy, Michael A. Pope PC, Lazar P. Raynal, Steven S. Scholes, John P. Tamisiea, Corporate, Mergers & Acquisitions, Trial
Howard Steinberg was quoted in the September 2 issue of Dow Jones Newswire in regard to skepticism felt over the planned acquisition of Hibernia Corp. by Capital One Financial Corp.
Howard E. Steinberg, Corporate
Konstantin Günther and Norbert Schulte were mentioned September issue of Juve Rechtsmarkt concerning their advise of Argantis, the joint private equity funds of the German banks IKB Deutsche Industriebank AG and Sal. Oppenheim, on the acquisition of Czewo Full Filling Services Group and the acquisition financing including mezzanine financing by M Cap Deutsche Mezzanine Fonds.
Konstantin Günther, Norbert Schulte, Corporate, Corporate - Germany, Germany, Private Equity, Private Equity/Venture Capital - Germany
McDermott was mentioned in the August 30 issue of the Daily Deal in regard to representing WR Hambrecht + Co. as lead manager of the initial public offering of IDT Spectrum, Inc.
Brooks Gruemmer and Nicholas Azis were mentioned as counsel to Riverlake Partners in its acquisition of a majority stake in the instruments unit of UK-auto-parts-maker Pressac plc in the August 18 issue of the Daily Deal.
Nicholas Azis, Brooks B. Gruemmer, Corporate, Corporate - London, Mergers & Acquisitions
McDermott was recommended in Legal 500 European Edition 2005 for the practice area of corporate and commercial including M&A: "McDermott Will & Emery Rechtsanwälte LLP continues to invest significantly more resources into its German operation. The firm has a good mix of mid-cap business and old economy clients such as E.ON. Martin Kock continues to handle significant restructurings and obtained a favorable settlement for Universal as one of the largest creditors in the insolvency of media giant Kirch Group. In 2003 it advised the supervisory board of Wella in the enormous takeover by Procter & Gamble, outlining its credentials in major transactions. Konstantin Günther and Christian von Sydow head the respective practices in Düsseldorf and Munich."
Konstantin Günther, Christian von Sydow, Corporate, Corporate - Germany, Germany, M&A - Germany, Mergers & Acquisitions
Stanley Meadows and Scott Williams were listed in Legal Media Group's latest Expert Guide: Leading Private Equity Lawyers. For more information and a listing of other McDermott lawyers listed in various Expert Guides, visit http://www.legalmediagroup.com/expertguides/default.asp?page=21/.
Stanley H. Meadows PC, Scott M. Williams, Corporate, Private Equity
Mark Mihanovic was quoted in the summer edition of BusinessWeek - Small Business on surviving earnouts from the perspective of the seller. Mr. Mihanovic commented that his general recommendation to sellers is for earn-out criteria to be based on revenue targets rather than net income.
McDermott was recommended in Der Syndikus - Jahrbuch 2005 - in the practice area corporate/M&A: "McDermott Will & Emery Rechtsanwälte LLP shows ongoing invest in their German praxis. The clients of McDermott are a very balanced mixture of middle-sized companies and international companies e.g. E.ON. Martin Kock gives ongoing advice in big restructuring transactions and negotiated a composition for Universal in the insolvency of media giant Kirch Group. McDermott advised the of Wella on the takeover by Procter & Gamble and thereby emphasized their expertise in important transactions. Konstantin Günther and Christian von Sydow are heading the offices in Düsseldorf and Munich."
Konstantin Günther, Christian von Sydow, Corporate, Corporate - Germany, Germany, M&A - Germany, Mergers & Acquisitions
McDermott Will & Emery was mentioned in The Hindu, a national Indian newspaper, on May 31 in regard to Samrat Khichi, a former corporate associate based in our New York office, serving as a White House fellow.
Alexander Hirsch was quoted in the April 21 issue ofHandelsblatt in relation to the take back requirement (compulsory recycling) of old electric powered goods.
, Corporate, Corporate - Germany, Germany
Alexander Hirsch was quoted in the April 6 issue of Handelsblatt regarding U.S. liability law and the consequences for German companies. "The risk of being sued for damages is still not calculable" explained Mr. Hirsh "because the claim of damages is often derived from abstruse facts."
, Corporate, Corporate - Germany, Germany
McDermott Will & Emery was mentioned in the April issue of Lexpert magazine as counsel to Merrill Lynch in its acquisition of Entergy Koch and Entergy-Koch Trading. This transaction was listed among the top 15 Canada/U.S. deals of 2004.
Corporate, Energy Advisory, Mergers & Acquisitions
Den White was quoted in the March 29 issue of the Boston Herald in an article reporting on the increase of tech mergers. Mr. White commented that private equity firms have raised billions of dollars in recent years, with few places to invest the cash amidst a lackluster IPO market. He continued by saying that the telecommunications and information technology fields have " a lot of room" for consolidation. "There's forward momentum," of mergers. "This all adds up to heightened (chances) for more consolidations."
Thomas Sauermilch was quoted on March 16 in a Dow Jones Newswire on how corporate governance is playing out in the M&A market.
Thomas Sauermilch, Corporate, Corporate Responsibility and Governance, Mergers & Acquisitions
Rick Mitchell was quoted extensively in the March 10 issue of the Financial Times in an in-depth corporate governance feature entitled, "Long arm of the U.S. regulator." The article discusses how some overseas companies feel trapped as the U.S. Securities and Exchange Commission flexes its muscles far from home.
Richard Mitchell, Corporate, Corporate - London, London
Thomas Sauermilch was quoted extensively by Dow Jones on the March 8 in an article entitled, "Cross-Border M&A Take Off, Europeans Lead The Way." The article discusses how European companies are following consumers across the Atlantic and taking advantage of the weak value of the dollar.
Thomas Sauermilch, Corporate, Mergers & Acquisitions
Thomas Sauermilch and Susan Cooke were quoted in the February 15 issue of The Deal regarding the Kyoto treaty that calls for 5% reduction in greenhouse gas emissions below 1990 levels in the 2008-2012 commitment period from industrialized countries as a whole. Mr. Sauermilch commented that U.S.-based private equity buyers are likely to look with much interest at Kyoto, since they won't have the same flexibility as strategic investors. "Some 18 months ago, there was a greater uncertainty in the M&A market relating to valuing the impact of Kyoto," Mr. Sauermilch continued. "That uncertainty will subside as diligence efforts become more focused and emissions trading markets develop." Ms. Cooke pointed out that some unknowns regarding the Protocol still remain. "I think that over time there may be situations where American companies will think carefully about where to site a facility," commented Ms. Cooke.
Susan M. Cooke, Thomas Sauermilch, Corporate, Environmental
Den White was quoted in the February 13 issue of The Boston Globe in regard to New England seeing a higher share of foreign deals. "New England is a significant spawning ground for new technology," commented Mr. White. "Foreign companies view this region, along with Silicon Valley, as places where they can acquire technology they can use in their operations worldwide. Boston is also seen as the most European city in the United States and an easy segue into the American market."
, Corporate, Mergers & Acquisitions
Den White was quoted by Dow Jones News on January 18 in an article discussing the optimistic view of deal makers for the coming year. "This past year saw a real surge as lots of marquee names were bought and sold," commented Mr. White. This was a comment Mr. White made at a roundtable hosted by the Association of Corporate Growth in Boston.
, Corporate, Mergers & Acquisitions
McDermott Will & Emery was mentioned in the January issue of Juve Rechtsmarkt for the Universal deal in a listing of "deals of the year 2004."
Corporate, Corporate - Germany, Germany, M&A - Germany, Mergers & Acquisitions
McDermott Will & Emery was mentioned in the January issue of Juve Rechtsmarkt in relation to advising DAB on its acquisition of the FSB FondsServiceBank GmbH, a joint venture between subsidiaries of Germany's second largest bank, HypoVereinsbank, and Germany's largest re-insurer, Munich Re. Martin Kock was listed as the leader of the transaction with Christophe Samson as his assistant. Dirk Pohl and Gero Burwitz were mentioned for tax support, with Volker Teigelkötter and Sandra Urban-Crell having responsibility for labor matters. Wolfgang von Frentz, Antje Seitz and Andreas Boos were all included for IT and antitrust matters. Norbert Schulte was mentioned for the real estate due diligence.
Gero Burwitz, Dirk Pohl, Norbert Schulte, Volker Teigelkötter, Wolfgang Freiherr Raitz von Frentz, Corporate, Corporate - Germany, Germany, M&A - Germany, Mergers & Acquisitions
2004
Joel Rubinstein was quoted in the December 24, 2004 issue of Mass High Tech on Atlas' sale of six life-sciences companies in its portfolio to a Swiss private equity firm. The question being asked: Was this move an example of shrewd dealing, an act of frustration or a little bit of both? The transaction " is not necessarily an indication that these companies are dogs" then commented "They're sitting there with these companies and they need to do something with them." " I can't imagine this is a 'great' event from the limited partners' perspective.", commented Mr. Rubinstein.
Joel L. Rubinstein, Corporate, Private Equity
Thomas Sauermilch was quoted by IDD on October 18, in regard to the current trends in the M&A market. "There are lot of deals in the pipeline these days," commented Mr. Sauermilch. "People are also working on a lot of deals that unfortunately fail."
Thomas Sauermilch, Corporate, Mergers & Acquisitions
Thomas Murphy was quoted in the August 24 issue of the Los Angeles Times in regard to some Google investors questioning how the deal terms were set because winning bidders only received about 75% of the shares they asked for. If Google had followed the rules of a pure Dutch auction, it would have been obligated to go with the clearing price, and in theory, it would have satisfied all demand for its shares, which the company originally said was one of its goals. Mr. Murphy commented that in its final moments, the Google stock sale closely tracked how Wall Street has traditionally parceled out new shares. "It was, 'Who do you want in, and who do you want out,'" of the deal.'"
Thomas J. Murphy, Corporate, Securities
Mark Mihanovic was quoted in the August 17 issue of the Los Angeles Times in regard to Google beginning to sells its shares for its IPO and reported on some of the obstacles the IPO has fallen upon including an interview Google's co-founders recently had with Playboy magazine. "It's probably the first time an S-1 (form) included verbatim the contents of a Playboy article," Mr. Mihanovic commented.
Mark J. Mihanovic, Corporate, Securities
Tom Murphy was quoted by United Press International on August 17 in regard to the once highly anticipated Google IPO. "This has been a very peculiar offering with a lot of distractions and unusual circumstances, including: the Playboy interview; the undemocratic dual vote structure; the confusion over how to bid; the high practical thresholds to participate in the offering, despite the stated goal of including the little guy; and the chutzpah to try to do such a big deal in the August 'doldrums,'" commented Mr. Murphy.
Thomas J. Murphy, Corporate, Securities
Mark Mihanovic was quoted in the August 13 issue of the Boston Globe regarding the announcement that Google would be opening its long-awaited auction for its shares shortly. "If they're beginning the process of accepting bids, it seems they would be doing that in the context of the SEC telling them that their registration statement is effective," commented Mr. Mihanovic.
Mark J. Mihanovic, Corporate, Securities
Martin Kock was quoted in August 2 issue of The Denver Business Journal on the dual listing of U.S. OTCBB stocks on the Berlin Stock Exchange. Mr. Kock commented that if a U.S. company is on the OTC BB, it can get delisted from the Berlin exchange within a couple of days if it also meets several other conditions.
, Corporate, Corporate - Germany
Eugene Goldman was quoted in the July 13 issue of New York Daily News in regard to Google choosing to place their shares on Nasdaq rather than the NYSE in its upcoming IPO. Mr. Goldman commented, "That it certainly would have helped the NYSE (had Google chosen it) and would have been a damaging public relations blow to the Nasdaq."
Eugene I. Goldman, Corporate, Securities
Thomas Sauermilch was mentioned in the July 2 issue of The Deal in regard to advising Aixtron in its acquisition of Genus Inc.
Thomas Sauermilch, Corporate, M&A - Germany, Mergers & Acquisitions
Helen Friedli was quoted in the June 11 issue of Business Week in an article reporting on Steve Cutler, enforcement chief of the U.S. Securities and Exchange Commission (SEC). The article discussed Cutler playing hardball with wrongdoers in Corporate America and on Wall Street. In particular, Ms. Friedli commented on the result of Sarbanes-Oxley that indirectly boosted the SEC's leverage over defendants by encouraging the U.S. Sentencing Commission to overhaul guidelines for prison terms for criminal securities fraud. For example, Jamie Olis, a former Dynegy Inc. executive, was sentenced to more than 24 years in prison for his role in a scheme to conceal a $300 million loan from investors. "The Olis case made people look carefully at the potential benefits of early cooperation and resolution [with the SEC]," she said.
Helen R. Friedli PC, Corporate, Corporate Responsibility and Governance
Tom Murphy was quoted in the Los Angeles Times on April 26 in an article reporting on the proposed Google public offering. Addressing the fact that Google, whether or not it conducts and IPO, would likely need to start filing reports with the SEC because it has so many holders of its stock options, Mr. Murphy commented that just because Google has to open its books doesn't mean it has to go public and have its stock traded on an exchange, "where it can be battered around by the vagaries of the market."
Thomas J. Murphy, Corporate, Securities
The April 5 issue of The Daily Deal identified McDermott as legal advisors to the Jean Coutu Group in its pending $4.525 billion acquisition of J.C. Penney Company's Eckerd drugstores.
Corporate, Mergers & Acquisitions
Brooks Gruemmer and Bernard Kramer were identified as counsel for J.W. Childs Associates LP on the front page of the April 2 Daily Deal. The daily "Deal Memo" featured the announcement that after nine months on the auction block Procter & Gamble Co.'s Sunny Delight and Punica juice-based beverage brands found a buyer in J.W. Childs.
Brooks B. Gruemmer, Bernard S. Kramer, Corporate, Mergers & Acquisitions
McDermott was ranked 10th among law firms in Mergerstat's first quarter ranking of the number of U.S. announced deals.
Corporate, Mergers & Acquisitions
Martin Kock was recognized as an M&A specialist in the restructuring arena in the 2004 edition of The European Legal 500.
, Corporate, Corporate - Germany, Germany, M&A - Germany, Mergers & Acquisitions
Thomas Murphy was quoted in the Chicago Tribune on February 8 regarding the current economic environment that now shows signs of life for the IPO market. The improvement of potential returns on IPOs is still not guaranteed, and as Mr. Murphy commented "you can't tell people not to get exuberant and make stupid investment decisions," when you see improvements in the market.
Thomas J. Murphy, Corporate, Securities
Thomas Murphy was quoted in the Financial Times on January 28 regarding Adecco's silence on its accounting problems. So far the Swiss company's comments on the difficulties that forced it to postpone its 2003 results have been very limited and management has mentioned Sarbanes-Oxley as the prime reason. However, the article pointed out that Sarbanes-Oxley does not prohibit giving information to investors and notes that Adecco is probably being extremely cautious. "The stakes are higher. The landscape is more complicated. They probably want to make sure they get it right," commented Mr. Murphy.
Thomas J. Murphy, Corporate, Corporate Responsibility and Governance, Securities
Global Counsel 3000 (Practical Law), a law-related resource site, recently recommended MWE's Miami office as a top firm for Company and Corporate Transactions, where the office is a leader in health care transactions. In addition, Paul Radensky was recommended nationally for his work in the Life Sciences/Regulatory area.
Paul W. Radensky M.D., Corporate, Life Sciences & Medical Products
2003
McDermott Will & Emery was ranked number 18 as legal advisor among the top 20 in the July Mergerstat Review. The Firm’s M&A work was listed with an enterprise value at $8.3 million and 30 transactions.
Corporate, Mergers & Acquisitions
Thomas Murphy was quoted in the July issue of Corporate Legal Times in regard to the loans of companies and the high stake risks when they are not paid off. "An atrocious amount of work has been foisted on the SEC, so it's not fair of reasonable to expect them to do anything extra that's not required by the law. That's a problem because 402 is so confusing, and it's so hard to know what it means," commented Mr. Murphy.
Thomas J. Murphy, Corporate, Corporate Responsibility and Governance
Rick Mitchell was quoted in the February 3 issue of The Deal regarding those European companies who want their shares traded in the U.S. will have to make several changes in 2003 despite the softening of some of the rules for foreigners.
Richard Mitchell, Corporate, London, Securities
2002
Thomas Murphy was quoted in the December 23 issue of The Deal regarding the chance that more companies are going to choose to go public in 2003 rather than merging. "It's unusual that member-owned organizations would conclude that going public is a great idea." Mr. Murphy continued by saying that going public is difficult even more so now with the Sarbanes-Oxley Act, "Being public is no longer the end-all, be-all for a company."
Thomas J. Murphy, Corporate, Corporate Responsibility and Governance
Ralf Weisser was recognized in Euromoney's Best of the Best 2002, which mentioned him as one of the world's 25 best media and entertainment lawyers.
Ralf Weisser, Corporate, Germany
2001
McDermott Will & Emery was referred to as offering "U.S.-style advice" to UK companies including ING Barings, IAC Holdings and Chrysalis in the August 20 issue of Financial Times. The article, "Going for the American option..." addresses the increased options for UK companies regarding legal advice on big corporate deals — U.S firms with London offices.
Corporate, Corporate - London, International, London, Mergers & Acquisitions
