7/17/2008
On July 15, ViroPharma Incorporated and Lev Pharmaceuticals, Inc., announced a definitive merger agreement pursuant to which ViroPharma will acquire Lev for $442.9 million of upfront consideration and potential total consideration of up to $617.5 million. Cravath represented J.P. Morgan Securities Inc. as financial advisor to Lev, a biopharmaceutical company focused on developing and commercializing therapeutic products for the treatment of inflammatory diseases. The lawyers involved in the matter were partner James C. Woolery, associates Minh Van Ngo and Dean M. Mades and summer associates Danton J. Hill and Adam S. MacLeod.
An article by Cravath partner Richard Hall, entitled "Activist Shareholders, Equity Derivatives and Acting in Concert - What a Board Does Not Know Can Hurt", appears on Corporate Board Member magazine's website. The article, which was highlighted in the "America's Best Corporate Law Firms" issue (June/July), appears in the Mergers & Acquisitions section of the website.Please click here to read the article.
7/15/2008
On September 16, Cravath partner John E. Beerbower will speak at "Avoiding Cartel Risks: Strategies for Responding to Increased European Community, Department of Justice and National Agency Enforcement Initiatives", a two-day conference in London sponsored by C5, a London-based organization that sponsors conferences. John will participate in a panel discussion entitled "Dealing with the Privilege Minefield: What You Need to Know".
7/14/2008
In the 2008 edition of Chambers USA: America's Leading Lawyers for Business, Cravath is ranked in the first tier nationally in four areas: Banking & Finance, Capital Markets--Debt & Equity, Capital Markets--High Yield Products and Corporate/M&A. In the New York City legal market, the Firm is ranked in the first tier in eight areas: Antitrust, Banking & Finance--Acquisition Finance, Banking & Finance--General Bank Lending, Corporate/M&A, Environment--Mainly Transactional, Litigation--General Commercial, Litigation--Securities and Media & Entertainment--Corporate.
Cravath represented the Haas Family Trusts in connection with Rohm and Haas Company's definitive agreement with The Dow Chemical Company, under which Dow will acquire all the outstanding shares of Rohm and Haas common stock for $78.00 per share in cash, for an aggregate transaction value of approximately $18.8 billion. The Haas Family Trusts collectively control approximately 33% of the outstanding Rohm and Haas common stock. The transaction remains subject to approval by the shareholders of Rohm and Haas, as well as customary conditions and approval of appropriate regulatory authorities. The lawyers involved in this matter are partner Richard Hall, associate Marvin B. Tagaban and summer associate Jennifer M. Sasso on corporate matters; partner Daniel L. Mosley and associate Kenneth C. Halcom on trusts and estate matters; and partner Elizabeth L. Grayer and associate Robin C. Landis on antitrust matters. The deal was announced on July 10, 2008.
7/8/2008
On July 8, 9 and 10, Cravath partner Robert D. Joffe will participate in "What is the role of the courts in making social policy?", a three-day online forum sponsored by NewTalk. The forum participants, who will consist of leading law professionals and scholars, will discuss how case law affects American society, businesses and government.
On June 13, Cravath partner James C. Woolery was interviewed on CNBC's "Power Lunch".Click here to view the segment.
7/7/2008
Cravath represented ETHICON, Inc., a Johnson & Johnson company, in connection with the offer by One Equity Partners to acquire ETHICON's Professional Wound Care business. ETHICON is a global medical device company that develops and markets surgical products for use in general surgery, wound management and women's health & urology. Financial terms of the transaction are not being disclosed. Under the terms of the offer, One Equity Partners would acquire the Professional Wound Care product portfolio, which contains a variety of wound care brands and general wound care products. The lawyers involved in this matter were partners Robert I. Townsend, III and Damien R. Zoubek and associates Stephen M. Kessing and Jonathan P. Solomon and summer associate Michael J. O. Adams on corporate matters; partners Michael L. Schler and Lauren Angelilli and associates Annie Kim Choi and Sophie Alexane on tax matters; senior attorney Rolf Zaiss and associate Jarrett R. Hoffman on executive compensation and benefits matters; and senior attorney Gregory J. Battista on environmental matters. The deal was announced on July 1, 2008.
Cravath represented IBM in its acquisition of Platform Solutions, Inc. (PSI), a privately held technology company headquartered in Sunnyvale, California. As part of this acquisition, PSI's technologies and employees will become part of the IBM System z business unit of the IBM Systems and Technology Group, and PSI's technologies will become part of IBM's long-term mainframe product engineering cycles and part of IBM's future product plans. The lawyers involved in this acquisition are partners Scott A. Barshay, George E. Zobitz and George F. Schoen, associates Christopher S. Harrison, Kylie M. Lane and Raneshia L. Smith and summer associates Kenneth S. Gerold and David L. Selinger on corporate matters; associate Matthew G. Morreale on environmental matters; partner Andrew W. Needham, associates Vinay Shandal and Luke A. Facer and summer associate Ilya O. Podolyako on tax matters; and senior attorney Rolf Zaiss and associate Jarrett R. Hoffman on executive compensation and benefits matters. The deal was announced on July 2, 2008.
Cravath is representing Kareem Bellamy, who was convicted in 1995 of "depraved indifference" murder and has served fourteen years of a twenty-five years to life sentence. The Firm sought to vacate Mr. Bellamy's conviction pursuant to Article 440 of the New York Criminal Procedure Law, based on newly discovered evidence that Mr. Bellamy did not commit the crime, and because Mr. Bellamy did not receive a fair trial or effective assistance of trial counsel. On June 27, 2008, Supreme Court Justice Joel Blumenfeld granted Mr. Bellamy's motion, vacated the 1995 conviction and awarded a new trial. The Court held that there was newly discovered evidence that two different men were involved in this killing and such evidence would have made a difference if admitted at the original trial. This litigation is led by partners Darin P. McAtee and Antony L. Ryan .
7/3/2008
Orbotech Ltd. and Photon Dynamics announced that they have entered into an Agreement and Plan of Merger and Reorganization pursuant to which Orbotech will acquire Photon Dynamics. Under the terms of the Agreement, Orbotech will pay $15.60 per share in cash for all the issued and outstanding shares of Photon Dynamics's common stock, resulting in an aggregate merger consideration value for the transaction of approximately $290 million. Cravath is representing Orbotech in this acquisition. The lawyers involved in this matter are partner Richard Hall, retired partner Martin L. Senzel, associates Marvin B. Tagaban, Tuire Kuronen and Wendy Ng and summer associate Thomas H. McElroy on corporate matters; partner Andrew W. Needham and associate Anne Kim Choi on tax matters; partner Jeffrey A. Smith and associate Matthew G. Morreale on environmental matters; partner Kevin J. Grehan and senior attorney Martin R. Levine on real estate matters; and partner Eric W. Hilfers and associates Lori Diamond Goodman, M. C. Tania Balthazaar and Ali U. Nardali on executive compensation and benefits matters. The deal was announced on June 26, 2008.
6/27/2008
Cravath partner Mark I. Greene has been appointed by the American Bar Association Section of International Law as Vice-Chair of the International M&A Joint Venture Committee. Mark will serve a one-year term commencing in August 2008.
6/24/2008
Cravath senior attorney Gregory J. Battista 's article, entitled "Choosing Pragmatic Over Polite: Should International Transboundary Pollution Be a Matter for Courts or Consul? The Case of Pakootas v. Teck Cominco Metals Ltd", appeared in the June 2008 issue of Environmental Liability.Please click here to read the article.
On June 27, Cravath partner Jeffrey A. Smith will speak at "Hot Issues in Corporate Governance", a program sponsored by the Society of Corporate Secretaries and Governance Professionals as part of its 62nd National Conference, to be held in Boca Raton, Florida. Jeff will serve on a panel entitled "Hot Issues in Health, Environment & Safety Governance".Other notable speakers include Michael G. Oxley, former Congressman and the current Vice Chairman of The Nasdaq Stock Market; Bob Woodward, award-winning writer for The Washington Post; Richard D. Parsons, Chairman of the Board of Time Warner; and John White, Director of the SEC's Division of Corporation Finance.
6/23/2008
Cravath represented RHJ International SA ("RHJI") in connection with the commitment of an affiliate of Bain Capital Partners, LLC's to launch a tender offer bid ("TOB") for all outstanding shares of D&M Holdings, Inc., a publicly traded Japanese portfolio company of RHJI. D&M is a leading provider of products and solutions to the premium consumer and commercial audio-visual electronics market. The offer price of the TOB is 510 Yen per share, representing a total equity value of US$470 million. Subject to satisfaction of conditions, the TOB is scheduled to be formally launched by July 25, 2008. The lawyers involved in this matter were partner Peter S. Wilson and associate Brittain A. Rogers. The transaction was announced on June 19, 2008.
On June 19, 2008, the Delaware Chancery Court granted summary judgment in favor of two Warburg Pincus partners who were accused of breaching their fiduciary duties to the shareholders of Transkaryotic Therapies, Inc. ("TKT"), in which Warburg Pincus held an approximately 15% interest. Plaintiffs claimed, among other things, that the two Warburg Pincus partners engineered an acquisition of TKT by Shire Pharmaceuticals Group plc at an unfairly low price. Chancellor William B. Chandler, III held that there were no issues of material fact to support a finding that the Warburg Pincus partners had acted disloyally to TKT or otherwise breached their fiduciary duties. The Firm lawyers were partners Robert H. Baron and Gary A. Bornstein and associates David C. Armillei, Craig Batchelor, Katherine A. Deringer and Benjamin D. Brutlag. The case is In re Transkaryotic Therapies, Inc., No. 2776-CC (Del. Ch. June 19, 2008).
On June 17, 2008, the United States District Court for the District of New Jersey denied plaintiffs' motion for leave to amend their shareholder derivative complaint against twenty-six current or former Merck officers and directors, which complaint alleged that they had breached their fiduciary duties to Merck in connection with the company's development and sale of the prescription pain medication VIOXX®. On remand from a Third Circuit decision permitting plaintiffs to use discovery materials to formulate their proposed amended pleading, Judge Stanley R. Chesler held that the proposed new allegations were insufficient to establish that plaintiffs' failure to make a pre-suit demand on Merck's board must be excused as futile and ordered the case dismissed with prejudice. Cravath is representing Merck and the individual defendants in the case, with a team that includes partners Robert H. Baron and Karin A. DeMasi and associates Jessica L. Richman and Isaac B. Zaur. The case is In re Merck & Co., Inc., Securities, Derivative & "ERISA" Litigation, Nos. 05-1151; 05-2368 (SRC) (D.N.J. June 17, 2008).
6/19/2008
Cravath represented United Airlines in its framework agreement with Continental Airlines to cooperate extensively, linking their networks and services worldwide. As part of the agreement, Continental plans to join United in the Star Alliance, the most comprehensive airline alliance in the world. The two airlines plan to establish joint ventures allowing them to cooperate with each other, and with other Star Alliance airlines, in international regions and compete more effectively in an increasingly global air travel market. The lawyers involved in the matter were partner George F. Schoen ; associates Cristina M. Amodeo and Andrew B. Gaies; and summer associates Kyle C. Harmon and Nicholas D. Moses. The deal was announced on June 19, 2008.
6/18/2008
On June 12, Cravath received the 2008 Chambers Award for Excellence in Banking & Finance for the second year in a row. Cravath partner Allen Parker accepted the award on behalf of the Firm and the banking practice at a black tie reception and gala dinner held at Cipriani in New York.
An article by Cravath partner Damien R. Zoubek and associate Bradley J. Rosen, entitled "Securities and Exchange Commission Amendments to Rule 144--Implications for Private Offerings of High-Yield Debt Securities", appeared in the June 2008 issue of Capital Markets Law Journal.Please click here to read the article.
6/17/2008
Cravath Partners Robert D. Joffe, Allen Finkelson, Marc S. Rosenberg and Paul Michalski are recognized by Practical Law Company (PLC) in the 2008/09 edition of its PLC Cross-border Corporate Governance and Directors' Duties Handbook. Bob, Allen, Marc and Paul are recognized for corporate governance in the Which lawyer? section of the Handbook, which highlights corporate governance and directors' duties counsel in 29 jurisdictions. The PLC Cross-Border Handbook identified lawyers considered experts in the practice area using survey results from its worldwide market research.
6/13/2008
Cravath represented Safe Bulkers, Inc. in connection with its initial public offering of common stock. Safe Bulkers, based in Athens, Greece, is an international shipping company providing marine drybulk transportation services. The public offering of 10 million shares of common stock was priced at $19.00 per share on May 28, 2008, and trading on the New York Stock Exchange began on the following day. The lawyers involved in this matter are partner William P. Rogers, Jr., associates Jin Hee Kim, Jarrod D. Murphy and Richard M. Brand and summer associates Michael K. Hyun and Wenying Zhang on corporate matters; partner Michael L. Schler and associate Christian Brause on tax matters; and associate David J. Mandl on environmental matters. The deal was closed on June 3, 2008.
6/12/2008
Cravath represented Veridex, LLC, a Johnson & Johnson company, in its acquisition of substantially all the assets of Immunicon Corporation and its subsidiaries. Immunicon, a public company based in Huntingdon Valley, Pennsylvania, with additional operations in the Netherlands, develops and commercializes proprietary cell- and molecular-based human diagnostic and life science research products. In connection with the acquisition, Immunicon Corporation and its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware on June 11, 2008. The acquisition will be conducted under the provisions of Section 363 of the U.S. Bankruptcy Code and will be subject to Bankruptcy Court approval and an auction process to be approved by the Bankruptcy Court. The lawyers involved in this matter are partner Damien R. Zoubek and associates Leigh M. Harlan and Raneshia L. Smith on corporate matters; partner Richard Levin and associate Robert H. Trust on corporate restructuring matters; partner Lauren Angelilli and associate Vinay Shandal on tax matters; and partner Eric W. Hilfers and associates Jennifer S. Conway and Daniel A. Birnhak on executive compensation and benefits matters. The deal was announced on June 11, 2008.
Cravath partners B. Robbins Kiessling and James D. Cooper have been named among the "Most Highly Regarded Individuals" in international banking by The International Who's Who of Banking Lawyers 2008, published by Who's Who Legal. The "Most Highly Regarded Individuals" are those lawyers who are most frequently recommended in the course of Who's Who Legal's research; Rob and Jim were two of only 15 lawyers worldwide who received this honor.
6/9/2008
On May 28, 2008, Judge Shira A. Scheindlin of the United States District Court for the Southern District of New York granted summary judgment to Dooney & Bourke, Inc. on all of Louis Vuitton's claims, concluding that Louis Vuitton had no adequate factual basis to present either its trademark infringement or dilution claims at a trial. Cravath represented Dooney & Bourke in this trademark infringement and dilution action, which was brought by Louis Vuitton in the Southern District of New York on April 26, 2004, and alleged violations of the Lanham Act, 15 U.S.C. § 1125, and New York state law. The complaint alleged that Dooney & Bourke infringed and diluted Louis Vuitton's multicolored trademark--which consisted of Louis Vuitton's traditional repeating toile monogram pattern portrayed in 33 "Murakami" colors on a white or a black background. Louis Vuitton sought damages, an injunction, attorneys' fees and expenses. After a seven-day trial in the summer of 2004, Judge Shira A. Scheindlin on August 27, 2004, denied Louis Vuitton's request for a preliminary injunction. After the Second Circuit affirmed in part and vacated in part this trial court ruling on June 30, 2006, Louis Vuitton abandoned its motion for preliminary relief to pursue a full pre-trial and trial. On January 15, 2008, at the conclusion of fact and expert discovery and Daubert motions, Dooney & Bourke moved for summary judgment on all claims. The trial court's grant of summary judgment for defendant Dooney & Bourke on all claims was entered on May 28, 2008. The Firm lawyers on the summary judgment were partners Douglas D. Broadwater, Roger G. Brooks and Darin P. McAtee; associates Richard Corey Worcester, Jessica L. Selb, James A. A. Cadogan, Kevin K. Cowie, Emily O. Famutimi, Valerie Figueredo, Lindsay R. Goldstein, Sarah E. Trombley and Dashene A. Cooper; and discovery attorneys Jonathan J. Clarke and Miriam Sanchez-Barnes.
6/2/2008
On June 13, Cravath partner Richard W. Clary will speak at "The Role of Courts in Defining the Social Contract: A Case Study of Socio-Economic Rights", a program sponsored by the Foundation for Law, Justice and Society in association with the Centre for Socio-Legal Studies at the University of Oxford. Rich will be presenting a paper about homeless family litigation entitled "A Discussion of the 'Homeless Families with Children' Litigation as a Case Study of the Issues That Arise When a Court Defines and Enforces the Right to Shelter".Rich's presentation will be turned into a policy brief and published by Oxford University in the summer of 2008.Other scheduled speakers at the program include the Chief Justice of South Africa; representatives from the United Nations, the European Committee of Social Rights and the European University Institute; and law professors and other practitioners from around the world.
5/30/2008
Bristol-Myers Squibb Company and Kosan Biosciences Inc. announced that the companies have signed a definitive merger agreement providing for the acquisition of Kosan by Bristol-Myers Squibb for approximately $190 million in cash. Kosan is a public company that develops cancer therapeutics. Cravath is representing Bristol-Myers Squibb in this transaction. The lawyers involved in the matter were partners Ronald Cami and Susan Webster and associates Assaf Oz and David W. Azarkh on corporate matters; partners Michael L. Schler, Stephen L. Gordon and Lauren Angelilli and associate Sophie Alexane on tax matters; and partner Elizabeth L. Grayer on antitrust matters. The deal was announced on May 29, 2008.
5/21/2008
On May 21, 2008, Time Warner Inc. and Time Warner Cable Inc. announced that their respective Boards of Directors have approved an agreement that will result in the complete legal and structural separation of the two companies. The transaction, which is expected to close in the fourth quarter of this year, is contingent on a favorable IRS ruling on its tax treatment as well as customary regulatory reviews and local franchise approvals. Cravath is representing Time Warner Inc. in this transaction. The lawyers involved in the matter are partners Richard Hall, Stephen L. Burns and Eric L. Schiele and associates Rezart Spahia, Christof Strasser, David Fishman, Wendy Ng and Benjamin P. Schaye on corporate matters; partner Timothy G. Massad and associate Sarah F. Rosen on finance matters; partners Stephen L. Gordon and Lauren Angelilli and associates J. Leonard Teti II and Jonathan J. Katz on tax matters; and partner Eric W. Hilfers and associates Lori Diamond Goodman and Daniel A. Birnhak on executive compensation and benefits matters.
5/20/2008
On May 19, the United States Court of Appeals for the Third Circuit affirmed the grant of summary judgment in favor of The Chase Manhattan Bank NA (on behalf of a syndicate of 22 banks), in the long-running Hechinger fraudulent conveyance litigation arising out of the leveraged buyout of Hechinger and its merger with Builders Square. Cravath is representing Chase in this matter. The lawyers on the appeal were partners Richard W. Clary, Elizabeth L. Grayer and associate Christopher M. Colorado.An adversary proceeding was initiated against The Chase Manhattan Bank NA and 21 other lenders (the “Chase Bank Group”) in connection with the Chapter 11 bankruptcy petition filed by Hechinger Company and its affiliates. The plaintiff’s claims arose out of the acquisition and subsequent combination of assets of Builders Square, Inc. with Hechinger by defendant Leonard Green & Partners, L.P. ("LGP"), in September 1997. The Chase Bank Group provided interim financing as part of the transaction and established a US$600 million secured credit facility for the combined entity. Hechinger and its affiliates alleged that security interests in Hechinger's assets were conveyed to Chase for less than reasonably equivalent value and therefore constituted fraudulent conveyances under the bankruptcy laws.On July 19, 2005, the United States District Court for the District of Delaware granted Cravath's motion for summary judgment in all respects and dismissed the complaint as to the Chase Bank Group in its entirety. Upon appeal of that decision, the Third Circuit affirmed the District Court's prior finding regarding the worth of Hechinger's assets, which established reasonably equivalent value, and affirmed the District Court's grant of summary judgment for the Chase Bank Group. The case is In re Hechinger Investment Company of Delaware, Inc., 2008 WL 2083145 (3d Cir. 2008).
5/19/2008
Cravath partner LizabethAnn R. Eisen has authored a chapter entitled "Debt Financing Commitments in Private Equity Acquisitions" in the book Inside the Minds: Analyzing VC Deal Terms--Leading Lawyers on Structuring Term Sheets, Developing Negotiation Strategies, and Assessing Risks.Please click here to read the chapter.
5/9/2008
Cravath partner Katherine Forrest was named as one of the "Top 50 Under 45" in the May edition of IP Law & Business.Please click here to read the article.
5/6/2008
Bristol-Myers Squibb Company has signed a definitive agreement to sell its ConvaTec business unit to Nordic Capital Fund VII and Avista Capital Partners for approximately $4.1 billion. ConvaTec is a world leader in the development and marketing of innovative wound therapeutics and ostomy care products. Cravath is representing Bristol-Myers Squibb in this transaction. The lawyers involved in the matter were partners Susan Webster and Thomas E. Dunn and associates Mile T. Kurta, Leam Nelson, Jane A. Okpala and Justin S. Tichauer on corporate matters; associate Joyce Law on real estate matters; partner C. Allen Parker and associate Christopher J. Kelly on banking matters; partners Stephen L. Gordon and Lauren Angelilli and associates Luke A. Facer and Sonia Rodriguez Garcia on tax matters; partner Jeffrey A. Smith and associate Annmarie M. Terraciano on environmental matters; and partner Elizabeth L. Grayer and associates Robin C. Landis and Jeremy N. Sheff on antitrust matters. The deal was announced on May 2, 2008.
4/30/2008
Cravath's partnership with the Fresh Air Fund was featured in an article entitled "Partnering In Our Future", which was published in the April 13, 2008, Public Service Supplement of The New York Times.Please click here to read the article.
4/29/2008
Cravath represented IBM in its acquisition of InfoDyne Corporation, Inc., a privately held software company based in Park Ridge, Illinois. InfoDyne is a leader in high-speed platforms and data feed connectors, which combined with IBM's WebSphere technology will help clients extend transactional integrity to low-latency environments. InfoDyne complements IBM's broad set of software products for the financial markets industry. The lawyers involved in this matter are partner George F. Schoen and associates Johnny G. Skumpija, Andrew B. Gaies and Jared F. Sine on corporate matters; associate Matthew G. Morreale on environmental matters; partner Andrew W. Needham and associates J. Leonard Teti II and Luke A. Facer on tax matters; and associate Kerry Halpern-Skoglund on executive compensation and benefits matters. The deal was announced on April 29, 2008.
4/24/2008
Wendy's International, Inc. and Triarc Companies, Inc., the franchisor of the Arby's restaurant system, announced today that they have signed a definitive merger agreement, which has been approved by the Boards of Directors of both companies, for an all-stock transaction that will bring together Wendy's and Arby's, two leading quick-service restaurant brands. The combined systems will form the nation's third-largest quick service restaurant company, with approximately 10,000 restaurant units and pro forma annual system sales of approximately $12.5 billion. The lawyers involved in the matter were partners James C. Woolery, Faiza J. Saeed and Andrew J. Pitts and associate Joshua Pringle. The deal was announced on April 24, 2008.
4/21/2008
The Board of Directors of National City Corporation, which is headquartered in Cleveland, Ohio, and is one of the nation's largest financial holding companies, has unanimously approved the raising of $7 billion of additional equity capital to solidify the company's financial foundation. The capital raise includes $985 million of private equity capital from Corsair Capital LLC and one other private equity investor. The balance of equity capital, $6.015 billion, is being purchased by other investors, including several of National City's largest current institutional stockholders. Cravath is representing Goldman Sachs, financial adviser to National City, in this transaction. The lawyers involved in the matter were partners B. Robbins Kiessling, William P. Rogers Jr. and Sarkis Jebejian and associate Cameron P. Taylor. The deal was announced on April 21, 2008.
Cravath represented IBM in its acquisition of FilesX, Inc., a privately held storage software company based in Newton, Massachusetts and Haifa, Israel that specializes in continuous data protection and nearly instant data and application recovery software for enterprises and remote/branch offices. The FilesX technology will become part of IBM’s Tivoli Storage Manager family of products. The lawyers involved in this acquisition were partners George F. Schoen and Damien R. Zoubek and associates Leigh M. Harlan and Jonathan P. Solomon on corporate matters; partner Andrew W. Needham and associates J. Leonard Teti II and Jonathan J. Katz on tax matters; partner Eric W. Hilfers and associates M.C. Tania Balthazaar and Kerry Halpern-Skoglund on executive compensation and benefits matters; and associate Matthew G. Morreale on environmental matters. The deal was announced on April 10, 2008 and was closed on April 21, 2008.
4/18/2008
Cravath represented IBM in its acquisition of Diligent Technologies, a privately held storage "de-duplication" technology company headquartered in Framingham, Massachusetts, with research and development located in Tel Aviv, Israel. Diligent's technologies and employees will become part of the IBM System Storage business unit of the IBM Systems and Technology Group. The lawyers involved in the matter were partners George F. Schoen and Scott A. Barshay and associates Michael A. LaGatta, Raneshia L. Smith and Elissa J. Tobin on corporate matters; partner Andrew W. Needham and associate Annie Kim Choi on tax matters; partner Eric W. Hilfers and associates Jennifer S. Conway and Daniel A. Birnhak on executive compensation and benefits matters; and associate Matthew G. Morreale on environmental matters. The deal was announced on April 18, 2008.
4/16/2008
An article by Cravath partner Paul Michalski and senior attorney Kimberley Drexler, entitled "A Snapshot of the SEC and Global Security Risk Disclosure Today", appeared in the April 16, 2008, edition of The Review of Securities & Commodities Regulation.
Please click here to read the article.
4/9/2008
Six Cravath partners have been named to Lawdragon's "100 Lawyers You Need to Know in Securities Litigation", more partners than any other law firm in America. Those cited are Robert Baron, Francis Barron, Timothy Cameron, Richard Clary, Sandra Goldstein and Daniel Slifkin . The results are based on a survey sent to over 50,000 attorneys, judges and corporate counsel.
4/7/2008
Cravath represented Nestlé SA in the sale of its stake in Alcon Inc. to Novartis in a two-step transaction for $39 billion. The lawyers involved in the matter were partners Alan C. Stephenson and Robert I. Townsend, III and associates Michael A. LaGatta, Brittain A. Rogers and Benjamin P. Schaye on corporate matters; partner Michael L. Schler and associate Dana Frenkel on tax matters; senior attorney Rolf Zaiss and associate Kerry Halpern-Skoglund on benefits matters; and associate David J. Mandl on environmental matters. The deal was announced on April 7, 2008.
4/1/2008
Cravath represented Weyerhaeuser Company in connection with the US$6 billion sale of its containerboard, packaging and recycling business to International Paper Company. The lawyers involved in the matter were partners Alan C. Stephenson and Richard Hall and associates Alyssa K. Caples, Charles Y. Ching, Zachary J. Gubler and Spencer M. Marsden on corporate matters; partner Andrew W. Needham and associates Anne Kim Choi and Sonia Rodriguez Garcia on tax matters; partner Elizabeth Grayer and associate Robin Landis on antitrust matters; senior attorney Rolf Zaiss on benefits matters; associate Matthew Morreale on environmental matters; and associate Joyce Law on real estate matters. The deal was announced on March 17, 2008.
3/26/2008
Cravath represented BAESystems plc in connection with the sale by its subsidiary, Bianchi International, of Gregory Mountain Products to a group of private investors, including management. The lawyers involved in the matter were partners Sarkis Jebejian and associates Fleur Knowsley and Elissa Tobin on corporate matters; associate Rolf Zaiss on benefits matters; partner Lauren Angelilli and associate Sonia Rodriguez Garcia on tax matters; and associate Gary Eisenman on real estate matters. The deal was announced on March 26, 2008.
3/25/2008
On March 25, 2008, the United States District Court for the Southern District of New York granted Cravath's motion to dismiss a consolidated putative class action filed by a group of U.S. wheat farmers against AWB Limited and AWB (U.S.A.) Limited, corporate successors to the Australian Wheat Board. Plaintiffs claimed to have been damaged as a result of alleged unlawful monopolization by AWB of the sale of wheat to Iraq through an alleged bribery and money laundering conspiracy in connection with the U.N.-Iraq Oil-for-Food Programme. Judge Gerard Lynch dismissed plaintiffs' claims under the Sherman and Clayton Acts for lack of subject matter jurisdiction, their Robinson-Patman Act claim for lack of antitrust standing and their RICO claims for lack of subject matter jurisdiction. The AWB team includes partners Robert H. Baron and Timothy G. Cameron and associates Daniel P. Roeser, Katherine A. Deringer, Natasha S. Guinan, Michael N. Kennedy and Martin J. Crisp. The case is Boyd v. AWB Limited, et al., No. 1:07-cv-03007-GEL, 2008 WL 793633 (S.D.N.Y., Mar. 25, 2008).
3/24/2008
Cravath represented the independent directors of AbitibiBowater Inc. in connection with the company's agreement with Fairfax Financial Holdings Limited for an investment in AbitibiBowater of US$350 million in the form of unregistered convertible debentures. The lawyers involved in the matter were partner James C. Woolery and associates Dean M. Mades and David Fishman on corporate matters. The deal was announced on March 24, 2008.
On March 19, Cravath received the IFLR European Award for M&A Deal of the Year for its work on the US$107 billion acquisition of ABN Amro Holding N.V. by a consortium of investors that included Banco Santander Central Hispano SA, Fortis N.V. and Royal Bank of Scotland Group PLC. Cravath represented Banco Santander Central Hispano SA. in the transaction.
3/17/2008
Cravath represented Lazard in its role as financial advisor to Bear Stearns in connection with the agreement by JPMorgan Chase to acquire Bear Stearns. The lawyers involved in the matter were partner B. Robbins Kiessling on banking matters; partner Richard Levin on restructuring matters; and partners Erik R. Tavzel and James C. Woolery and associate Minh Van Ngo on corporate matters.
3/13/2008
Cravath represented IBM in its acquisition of Encentuate, Inc., a privately held company based in Redwood City, California, and a leading provider of identity and access management software focused on enterprise single sign-on and integration of strong authentication technology. The lawyers involved in the matter were partner George F. Schoen and associates Johnny G. Skumpija, Edward J. Lee and N. Orly Leventer on corporate matters; partner Andrew W. Needham and associates J. Leonard Teti, II and Joanne J. Lee on tax matters; partner Eric W. Hilfers and associates Lori Diamond-Goodman and Daniel A. Birnhak on executive compensation & benefits matters; and associate Matthew G. Morreale on environmental matters. The deal was announced on March 12, 2008.
Cravath represented White Mountains Insurance Group, Ltd. in its tax-free exchange agreement with Berkshire Hathaway Inc., a transaction valued at approximately US$836 million. The lawyers involved in the matter were partner Philip A. Gelston and associates Margarita Melikjanian and Andrew B. Gaies on corporate matters and partners Stephen L. Gordon and Lauren Angelilli and associates Christian Brause and Christopher K. Fargo on tax matters. The deal was announced on March 10, 2008.
3/11/2008
An article by Cravath partner Andrew J. Pitts , entitled “Corporate Governance Considerations for the Pre-IPO Company”, appeared in the Fall 2007 issue of Bloomberg Corporate Law Journal.
Cravath partner Faiza J. Saeed’s work on the Laureate Education, Inc. merger was recently highlighted in the February/March 2008 issue of Dealmaker magazine.
3/3/2008
On April 9, Cravath partner LizabethAnn R. Eisen will speak at “Mastering Negotiation Skills”, a conference presented by the Women in Law Empowerment Forum (WILEF) in New York City. WILEF’s mission is to create a dialogue for the purpose of educating women in law on becoming leaders in the workplace and in the community by building, exercising and implementing a strong sense of empowerment. In addition to participating in the conference, LizAnn serves on the Advisory Board for WILEF.
2/19/2008
Cravath represented Perry Capital LLC, as part of a consortium led by iStar Financial Inc., in connection with the $1.7 billion sale of TimberStar Southwest to Manulife Financial Corp. The lawyers involved in the matter were partner Mark I. Greene and associate Sarah S. Jones on corporate matters; partner Andrew W. Needham on tax matters; and associate Annmarie M. Terraciano on environmental matters. The deal was announced on February 19, 2008.
2/11/2008
On June 25, Cravath partner Jeffrey A. Smith will participate in The National Conference of the Society of Corporate Secretaries and Governance Professionals, in Boca Raton, Florida. Jeff will serve on a panel entitled “Hot Issues in Governance Relating to Health, Environment and Safety”. The keynote speaker will be Al Gore.
On April 8 and 9, Cravath partner Jeffrey A. Smith will participate in the Sustainable Manufacturing Summit, to be held at the Art Institute of Chicago, in which representatives from multinational companies will discuss issues relating to sustainable production and renewable energy. Jeff will serve on a panel entitled “Anticipating a Carbon-Constrained World”. Panelists will discuss existing and expected climate change policy and regulation.
2/8/2008
On April 4, Cravath partner Jeffrey A. Smith will speak at the ALI-ABA’s Global Warming: Climate Change and the Law conference. Jeff will serve on a panel entitled “Disclosure, Fiduciary Duties, Insurance, and Corporate Strategy”. Panelists will discuss how existing regulatory disclosure regimes and long-standing fiduciary duties may come to be applied to business issues arising out of the response to climate change.
On February 15, Cravath partner Julie Spellman Sweet will speak at Columbia Business School’s 14th Annual Private Equity and Venture Capital Conference. Julie will serve on a panel entitled “Fundraising Darwinism - Evolution of Private Equity Fundraising”. Panelists will discuss the recent trends and emerging issues in the private equity and venture capital industries.
2/7/2008
On April 17-18, Cravath partners William J. Whelan, III and LizabethAnn R. Eisen will speak at “How to Complete Your Securities Offerings on a Timely Basis 2008”, a two-day conference in New York City presented by the Practising Law Institute.
In addition to chairing the conference, Bill will speak on four panels entitled: “Current SEC Agenda Items Affecting the Offering Process”, “The Offering Process and Securities Offering Reform”, “Update on Hot Topics in Disclosure Documents” and “Role of Accountants and Accounting and Financial Reporting Issues”. LizAnn will speak on three panels entitled: “How to Complete Your Offering on a Timely Basis”, “Underwriting and Distribution Arrangements and Documents” and “Rule 144A Offerings and Integration of Public and Private Offerings”.
For more information and to register for this event, click here .
2/6/2008
Cravath represented Alpharma Inc. in the sale of its Active Pharmaceutical Ingredients division to 3i for $395 million in cash. The lawyers involved in the matter were partners Robert I. Townsend, III and Damien R. Zoubek and associates Anita M. Sra, Johnny G. Skumpija and Aaron Gruber on corporate matters; partner Stephen L. Gordon and associate Christian Brause on tax matters; and partner Eric W. Hilfers and associate Kerry Halpern-Skoglund on executive compensation & benefits matters. The deal was announced on February 6, 2008.
1/31/2008
On January 29, Cravath partner Andrew W. Needham spoke at the New York State Bar Association's Tax Section Annual Meeting. Andy chaired a panel discussion entitled "Recent Developments in Taxation of Private Equity and Hedge Funds". Panelists discussed recent legislative developments concerning the taxation of private equity and hedge fund sponsors, both as private vehicles and publicly-traded entities.
1/30/2008
Cravath represented American Securities Capital Partners, LLC in connection with the sale of PGA Holdings Inc., the holding company of Press Ganey Associates, Inc., to Vestar Capital Partners. The lawyers involved in the matter were partner Ronald Cami and associates Natalie A. Munroe, Jared F. Sine and Martin Klein on corporate matters; Andrew Needham on tax matters; and Lori Diamond Goodman on executive compensation & benefits. The deal was announced on January 30, 2008.
1/29/2008
Cravath environmental associate Matthew G. Morreale has been appointed to the adjunct faculty of Columbia Law School and will teach a course entitled "U.S. Legal Perspectives on Climate Change" during the Spring 2008 semester. Matt has been a director of the Columbia Journal of Environmental Law since 1998 and on the adjunct faculty of Cardozo School of Law since 2003.
1/28/2008
On January 22, 2008, the Supreme Court of the United States denied the plaintiffs’ petition for a writ of certiorari in the Enron federal securities class action litigation, allowing the ruling of the United States Court of Appeals for the Fifth Circuit to stand. The Supreme Court rejected the plaintiffs’ petition following its recent ruling in Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc., et al., a case that presented similar legal issues as the Enron securities action. In March 2007, the Fifth Circuit, located in New Orleans, reversed and remanded the district court's class certification decision in the class action in which the Firm's client, Credit Suisse, is a defendant. The class had been seeking approximately $40 billion in damages. The Fifth Circuit held that Credit Suisse and other banks did not have a fiduciary obligation to Enron's shareholders and no duty of disclosure, and therefore plaintiffs are not entitled to a presumption of classwide reliance. The Fifth Circuit also held that plaintiffs are not entitled to a fraud-on-the-market presumption because the banks did not make any misrepresentations to the market, and their alleged actions do not rise to the level of a primary violation of the securities laws. Cravath partner Richard W. Clary argued the Fifth Circuit appeal on behalf of Credit Suisse. Mr. Clary was previously appointed by Judge Harmon (Federal District Court for the Southern District of Texas) and Judge Gonzalez (Federal Bankruptcy Court for the Southern District of New York) to be liaison counsel for all of the financial institutions in the Enron mediation. Mr. Clary handled the opposition to the plaintiffs’ petition for certiorari for Credit Suisse, and also filed an amicus brief in Stoneridge on behalf of other clients.
In the 2008 edition of Chambers Global, Cravath ranked in the top two tiers in the following practice areas:
Banking & Finance--USA
Banking & Finance--Global
Capital Markets: Debt & Equity--USA
Capital Markets: Debt--Global
Capital Markets: High Yield Products--USA
Capital Markets: High Yield Products--Global
Capital Markets: High-Yield Products--UK
Competition/Antitrust--USA
Corporate/M&A--USA
Dispute Resolution--Global
Tax: Corporate--USA
Eight Cravath partners were ranked in the first band of leading individuals and a total of 27 Cravath lawyers were represented on the list of leading individuals across several bands in multiple practice areas. Below is the list of the 27 Cravath lawyers listed in the 2008 edition of Chambers Global.
Scott A. Barshay
Philip J. Boeckman
Stephen L. Burns
Evan R. Chesler
James D. Cooper
Allen Finkelson
Philip A. Gelston
Michael S. Goldman
Stephen L. Gordon
Richard Hall
Kris F. Heinzelman
Robert D. Joffe
B. Robbins Kiessling
David Mercado
Paul Michalski
C. Allen Parker
Andrew J. Pitts
William P. Rogers, Jr.
Marc S. Rosenberg
Faiza J. Saeed
Michael L. Schler
Alan C. Stephenson
Gregory M. Shaw
Erik R. Tavzel
Robert I. Townsend, III
James C. Vardell, III
William J. Whelan, III
1/22/2008
On January 18, Cravath partner C. Allen Parker spoke at the Practicing Law Institute’s Private Equity Acquisition Financing Summit 2008. Allen participated in a panel discussion entitled "Financing Commitments and the M&A Process”. Panelists examined key concepts and strategies in serving the complex financing needs of portfolio companies of private equity firms.
1/17/2008
On January 24, Cravath partner Faiza J. Saeed will speak at the Practicing Law Institute’s Contests for Corporate Control 2008: Current Offensive & Defensive Strategies in M&A Transactions. Faiza will serve on two panels entitled "Director Fiduciary Duties in M&A Transactions” and “Current Strategies in M&A Transactions”. Panelists will discuss specific corporate control issues relating to mergers and acquisitions.
1/15/2008
Cravath represented Continental Energy Systems in connection with its $620 million acquisition of the natural gas operations of PNM Resources and the $202.5 million sale of its regulated Texas electric delivery business to PNM Resources. The lawyers involved in this matter were partner Richard Hall and associates Marvin B. Tagaban, David M. Greenberg, Travis D. Rundlet and Elio Cantore on corporate matters; partner Michael L. Schler and associate Leonard J. Teti, II on tax matters; senior attorney Rolf Zaiss and associate Ali U. Nardali on executive compensation & employee benefits matters; partner Paul Michalski, senior attorney Kimberly A. Grousset and associate Joel Unruch on finance matters; associate Annmarie M. Terraciano on enviornmental matters and senior attorney Martin R. Levine on real estate matters. The deal was announced on January 15, 2008.
An article by Cravath partner LizabethAnn R. Eisen and senior attorney Kimberley S. Drexler, entitled “Securities Offerings - Completing your IPO as Market Conditions Shift on Pricing Day”, appeared in the December 2007 issue of Bloomberg Corporate Law Journal.
1/14/2008
Cravath partners Scott Barshay and Robert Townsend were acknowledged in this year’s BTI report titled “The BTI Client Service All-Star Team for Law Firms” for their excellence in client service. The BTI Consulting Group highlights individual attorneys who have been identified by corporate counsel for providing outstanding client service.
1/11/2008
An article by Cravath partner Jeffrey A. Smith, entitled “Disclosure of Climate Change Risks and Opportunities”, appeared in the January 2008 issue of The Review of Securities & Commodities Regulation.
Cravath partners Evan R. Chesler, Robert D. Joffe and Paul C. Saunders have been named as leading commercial litigators by Who's Who Legal in its International Who’s Who of Commercial Litigators 2008 publication. Who's Who Legal used a combination of questionnaires and peer reviews to arrive at its list of leading practitioners. In total, only 15 lawyers were mentioned for New York State.
1/10/2008
Cravath represented Alcoa Inc. in the sale of its packaging and consumer business to Rank Group Limited, a transaction valued at approximately $2.7 billion. The lawyers involved in this matter are partners Thomas E. Dunn and Scott A. Barshay and associates Johnny G. Skumpija and Aaron Gruber on corporate matters; partner Stephen L. Gordon and associate Christian Brause on tax matters; associates Jennifer S. Conway and Ali U. Nardali on benefits matters; senior associate Gregory J. Battista on environmental matters; and senior associate Martin R. Levin and associate Joyce Law on real estate matters. The deal was announced on December 21, 2007.
1/8/2008
Cravath Litigation Partner John E. Beerbower will join the Firm's London office on January 7, 2008. John, who has been a partner at Cravath for over 25 years, has broad experience in general commercial litigation and arbitration, as well as competition law and mergers and acquisitions (litigation, advice and regulatory clearance). In London, John will continue to handle arbitrations, expanding the Firm's existing practice in this important area of dispute resolution, and will support the Firm's international transactional work.
12/22/2007
Cravath represented BAE Systems, Inc. in connection with its acquisition of MTC Technologies, Inc. for approximately $450 million. The lawyers involved in this matter are partner Sarkis Jebejian and associates Christopher S. Harrison, Anita M. Sra, Raffi Melkonian, Jasse S. Tomer, Alexandra Merle and Jared F. Sine on corporate matters; associates Lauren Angelilli and Christopher K. Fargo on tax matters; and senior attorney Rolf Zaiss and associates Lori Diamond Goodman and Daniel A. Birnhak on executive compensation and benefits matters. The deal was announced on December 21, 2007.
12/20/2007
Cravath represented Grant Prideco, Inc. in its definitive merger agreement with National Oilwell Varco, Inc., a transaction valued at approximately $7.4 billion. The lawyers involved in this matter were partners Scott A. Barshay, Allen Finkelson and associates Cristina M. Amodeo and Kai H. Liekefett on corporate matters; partner Andrew W. Needham and associate Dana Frenkel on tax matters; senior attorney Rolf Zaiss and associate Kerry Halpern-Skoglund on executive compensation and benefits matters; and senior attorney Gregory J. Battista on environmental matters. The deal was announced on December 17, 2007.
12/17/2007
Cravath represented Bristol-Myers Squibb Company in connection with the acquisition by Avista Capital Partners of Bristol-Myers Squibb Medical Imaging, a business unit of Bristol-Myers Squibb Company, for approximately $525 million. The lawyers involved in this matter were partner Ronald Cami and associates Michael Kim, Dean M. Mades and Jane A. Okpala on corporate matters and associate Lauren Angelilli on tax matters. The deal was announced on December 17, 2007.
In its "IFR Review of the Year", published in its December 15, 2007 issue, International Financing Review magazine names the Republic of Ghana’s US$750 million high-yield debt offering as the Emerging Market Bond of the Year and the EEMEA (Eastern Europe, Middle East and Africa) Bond of the Year. Cravath, led by partners Philip J. Boeckman and Gregory M. Shaw, senior attorney Sandra C. Wittmann and associate Marina E. Sharpe, acted as US counsel to the Republic of Ghana in connection with this offering, which was the first sovereign debt offering by a sub-Saharan African country. Denton Wilde Sapte acted as UK counsel to the Republic.
On April 4, Cravath partner will speak at "Global Warming: Climate Change and the Law", a Washington, DC conference sponsored by the ALI-ABA. Jeff will participate in a panel discussion entitled "Disclosure, Fiduciary Duties, Insurance and Corporate Strategy".
12/11/2007
Cravath represented Air Products and Chemicals, Inc., in the sale of its interest in its vinyl acetate ethylene polymers joint ventures to Wacker Chemie AG for $265 million. The lawyers involved in this matter are partner James C. Woolery and associate Travis D. Rundlet on corporate matters and associate Annmarie M. Terraciano on environmental matters. The deal was announced on December 11, 2007.
On December 3, the United States District Court, Southern District of New York, dismissed antitrust counterclaims filed by Lime Group LLC, operator of the online peer-to-peer file sharing service LimeWire, against 13 major record companies. Judge Gerard E. Lynch granted the record companies’ motion to dismiss the antitrust claims and held that Lime Group’s claims contained "no facts plausibly suggesting that [the record companies’ actions were] the result of anything other than independent decision-making by each company to refrain from doing business with ‘the operator of a peer-to-peer network that was and is, in each record company’s respective judgment, a notorious vehicle for massive copyright infringement'." The antitrust counterclaims were filed by LimeWire in response to a copyright infringement suit brought by the major record companies against LimeWire. That case is ongoing. Cravath is representing the record companies, with a team that includes partners Katherine B. Forrest and Teena-Ann V. Sankoorikal, senior attorney Joanne M. Gentile and associates Christine M. Hernandez, Alexandra B. Carter, David A. Herman, Sean K. Thompson, Matthew F. Popowsky and Kathleen H. McDermott.
12/10/2007
The India Business Law Journal has announced its inaugural India Deal of the Year Awards, naming Cravath as a winner for the Firm’s work in the Fortis Healthcare IPO. The Cravath team was led by corporate partners Philip J. Boeckman and Timothy G. Massad, and tax partner Michael L. Schler. It was one of just five IPOs and ten M&A transactions that were selected as this year’s award winners. The matters were selected based on the introduction of new financial techniques and/or ground-breaking legal structures witnessed in the Indian market today.
Cravath partner has been named one of the 100 most influential women in New York City Business by Crain's New York Business. Faiza was one of just three lawyers named to the list. Please click here to read the article.
11/29/2007
Cravath represented VeraSun Energy Corporation in its definitive merger agreement with US BioEnergy Corporation. The combined company is projected to have a market capitalization of approximately $1.5 billion. The lawyers involved in this matter are partner Faiza J. Saeed and associates Brittain A. Rogers, Matthias G. Baudisch and Adam D. Rosenthal on corporate matters; partner Michael L. Schler and associate J. Leonard Teti, II, on tax matters; and partner Eric W. Hilfers and associates M. C. Tania Balthazaar and Ali U. Nardali on executive compensation and benefits matters. The deal was announced on November 29, 2007.
11/27/2007
Cravath partners and will speak at the Practising Law Institute's Seventh Annual Institute on Securities Regulation in Europe. On January 14, Daniel will moderate a panel discussion entitled "Enforcement". On January 15, Philip will participate in a panel discussion entitled "Developments in European Leveraged Finance".
11/26/2007
On March 12, Cravath partner Jeffrey A. Smith will attend a conference entitled "ECO:nomics Creating Environmental Capital". The program will be presented by The Wall Street Journal and will feature Governor Arnold Schwarzenegger, as well as H. Lee Scott, Jr., President and Chief Executive Officer of Wal-Mart Stores, Inc., James E. Rogers, Chairman, President and Chief Executive Officer of Duke Energy, and Patricia Woertz, Chairman, President and Chief Executive Officer of Archer Daniels Midland Company.
11/20/2007
On December 6, Cravath partner Karin A. DeMasi will speak at "Securities Litigation 2007: Current Developments and Strategies", a New York conference sponsored by the New York City Bar. Karin will participate in a panel discussion entitled "Damages & Loss Causation".
11/19/2007
On December 4, Cravath partner Jeffrey A. Smith will speak at a teleconference entitled "Environmental Issues to Consider Now for 2008 10-K Preparation". The program will be presented by the Environmental Disclosure Committee of the American Bar Association's Section of Environment, Energy, and Resources. Jeff will participate as a panelist in a discussion of practical steps companies should take to address environmental issues in their 10-K’s and financial statements for 2008.
11/15/2007
Three new partners have been elected from Cravath's associate ranks. They are: Lauren Angelilli, Tax (J.D., Harvard Law School; B.S., Wharton School of Business, University of Pennsylvania); Tatiana Lapushchik, Corporate (J.D., Harvard Law School; B.A., Barnard College); and Eric L. Schiele, Corporate (J.D., University of Texas at Austin; B.A., Ohio Wesleyan University). The new partners will become members of the Firm on January 1, 2008.
Cravath represented Kraft Foods Inc. in the agreement to merge its Post cereals business into Ralcorp Holdings, Inc. The transaction is worth approximately $2.6 billion. The lawyers on this matter are partner Faiza J. Saeed and associates Christopher S. Harrison, Raffi Melkonian and Jasse S. Tomer on corporate matters; partner Stephen L .Gordon and associate Anne Kim Choi on tax matters; associates Jennifer S. Conway and Daniel A. Birnhak on executive compensation and benefits matters; and associate Matthew G. Morreale on environmental matters. The deal was announced on November 15, 2007.
11/14/2007
Cravath represented Unilever in the sale of its Lawry’s and Adolph’s branded spices, seasonings and marinades business in the U.S. and Canada to McCormick and Co., Inc., for US$605 million. The lawyers involved in this matter are partner Mark I. Greene and associates Brittain A. Rogers, Christine Raglan, Richard C. Lin and Hyun Jung Lee on corporate matters; partner Michael L. Schler and associate Sophie Alexane on tax matters; and partner Katherine B. Forrest and associate Alexandra B. Carter on antitrust matters. The deal was announced on November 14, 2007.
On November 14, Cravath partner George A. Stephanakis will speak at the European High Yield Association's Second Annual European Leveraged Credit Conference in London. George will moderate a panel discussion entitled "Bond/Loan Convergence: Challenges for the Legal Practitioner".
11/12/2007
Cravath represented IBM in its acquisition of Cognos Incorporated, a leading provider of business intelligence and performance management solutions, for US$5 billion. The lawyers involved in this matter are partner Scott A. Barshay and associate Anita M. Sra on corporate matters; partner Andrew W. Needham and associates J. Leonard Teti and Augustus N. Makris on tax matters; and partner Eric W. Hilfers and associates Kerry Halpern-Skoglund and Ali U. Nardali on executive compensation and benefits matters. The deal was announced on November 12, 2007.
11/7/2007
On November 29, Cravath partner Scott A. Barshay will speak at the 46th Annual Corporate Counsel Institute, sponsored by the Northwestern University School of Law and to be held in San Francisco. Scott will participate in a panel discussion entitled "Director Obligations In and Out of the Boardroom".
11/5/2007
Cravath represented Public Service Enterprise Group Inc. (PSEG) in the sale of its 50% ownership interest in the Chilean electric distributor Chilquinta Energía S.A. and its affiliates and its 38% ownership interest in the Peruvian electric distributor Luz del Sur S.A.A. and its affiliates. The stock purchase agreement was entered into with a subsidiary of AEI (formerly Ashmore Energy International) for US$685 million. The lawyers involved in this matter are partner John T. Gaffney and associates Jonathan L. Corsico and Richard M. Brand on corporate matters, and partner Michael L. Schler and associate Sophie Alexane on tax matters.
11/2/2007
On October 23, Cravath and 21 individual partners, associates and legal assistants were honored by the Legal Aid Society with its 2007 Pro Bono Publico Awards at a New York City ceremony. The Pro Bono awards recognize the outstanding commitment of major New York City law firms to provide access to justice to low income children, families and individuals. Cravath received the award in recognition of its participation in two significant cases:Partners Richard W. Clary and Elizabeth L. Grayer, associates Gillian Burgess, Kristina Mentone and Michael Zulandt, former associates Christopher Belelieu, Niki Kerameus and Leigh McMullan and legal assistants John Cleaver, Ryan Coughlan, Catherine Fisher, Allyson Heady and Anthony Imperati were honored for their work on litigation seeking to ensure that homeless children and their families receive lawful shelter and services. Partner Antony L. Ryan, associates Chelsea Teachout and Michael Zulandt, former associates Jef Krazen and Rebecca Rettig and legal assistants Caroline Cole, Christina Langdale, Chris Newman and John Powell were honored for their work on litigation related to the provision, to persons with psychiatric disabilities who are under the supervision of the New York State Division of Parole or are soon to be released to a residence in New York City from a State correctional facility, of pre-release planning and transitional services in order for them to be successful in the parole program.
On October 23, Cravath and 21 individual partners, associates and legal assistants were honored by the Legal Aid Society with its 2007 Pro Bono Publico Awards at a New York City ceremony. The Pro Bono awards recognize the outstanding commitment of major New York City law firms to provide access to justice to low income children, families and individuals. Cravath received the award in recognition of its participation in two significant cases:
Partners Richard W. Clary and Elizabeth L. Grayer, associates Gillian Burgess, Kristina Mentone and Michael Zulandt, former associates Christopher Belelieu, Niki Kerameus and Leigh McMullan and legal assistants John Cleaver, Ryan Coughlan, Catherine Fisher, Allyson Heady and Anthony Imperati were honored for their work on litigation seeking to ensure that homeless children and their families receive lawful shelter and services.
Partner Antony L. Ryan, associates Chelsea Teachout and Michael Zulandt, former associates Jef Krazen and Rebecca Rettig and legal assistants Caroline Cole, Christina Langdale, Chris Newman and John Powell were honored for their work on litigation related to the provision, to persons with psychiatric disabilities who are under the supervision of the New York State Division of Parole or are soon to be released to a residence in New York City from a State correctional facility, of pre-release planning and transitional services in order for them to be successful in the parole program.
10/26/2007
On November 6, Cravath Partners Richard W. Clary and David R. Marriott will speak at "Managing Complex Litigation 2007: Legal Strategies and Best Practices in 'High-Stakes' Cases", a conference in New York City presented by the Practising Law Institute. Rich will Chair the program and moderate two panel discussions entitled "Creative Tools for Streamlining the Litigation Process" and "Views from In-House: A Discussion of Issues Concerning Resolving Complex Litigation". David will moderate discussions entitled "Current Legal Issues Relating to Complex Litigation" and "Current Ethical Issues". Speakers include in-house counsel from prominent companies such as JPMorgan Chase & Co., Altria Corporate Services, Inc., Citigroup Global Markets Inc., Lehman Brothers Inc., Credit Suisse Securities (USA) LLC and Xerox Corporation.
On November 2, Cravath partner Ronald S. Rolfe will speak at the Fall 2007 Global Justice Forum, to be held at Columbia Law School in New York City. Ron will participate in a panel discussion entitled "Made in the USA: The Spread of American Litigation Mechanisms Abroad".
10/25/2007
On November 1, Cravath partners Philip J. Boeckman and Richard Hall will speak at "Hot Topics in Cross-Border Securities Offerings", a London conference presented by West Legalworks. In addition to co-chairing the conference, Philip will deliver introductory remarks and chair a panel discussion entitled "European Leveraged Finance: Market Update". Richard will chair a panel discussion entitled "Cross-Border M&A Rules: New Interpretations and Practices".
10/24/2007
On November 1, Cravath partner Philip A. Gelston will co-chair "Have U.S. Laws and Regulations Kept Up With Market Forces?", a conference presented by the University of Chicago Law School, to be held at the University's Gleacher Center. In addition to co-chairing the conference, Phil will co-moderate a panel discussion entitled "Do Current Laws Governing M&A Accommodate the New Era of Technology and of Private Equity, Hedge Funds and other Alternative Asset Classes?"
10/23/2007
On October 30, Cravath partners James C. Woolery and Alan C. Stephenson will speak at West Legalworks' 23rd Annual M&A Institute. The conference, entitled "Corporate, Private Equity and Hedge Fund Players: Dispatches from the Front Line", will be held at The Westin Times Square in New York City. Jim will chair the program and will moderate a panel discussion entitled "Corporate Players: Latest Strategies In A Turbulent Market". Alan will participate in a panel discussion entitled "Activist Funds and Shareholder Discontent: How Will Recent Trends Impact This Phenomenon?", and will also speak in a "Dealmakers' Roundtable" discussion, which will be moderated by Dennis Berman of The Wall Street Journal. To listen to a webcast of Jim and Dennis discussing the conference, please click here . For more information, please click here .
10/22/2007
On November 9, Cravath partner Robert D. Joffe will speak at "Communications Law 2007", a two-day conference presented by the Practising Law Institute in New York City. Bob will participate in a panel discussion on the topic of media and telecommunications law.
10/19/2007
On October 26, Cravath partner Michael L. Schler will speak at "Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2007", a three-day conference presented by the Practising Law Institute in New York City. Mike will participate in a panel discussion entitled "Consolidated Return Planning and Strategies".
10/18/2007
On October 17, Cravath won a preliminary injunction for its client, General Reinsurance Corporation (Gen Re), against Arch Reinsurance Company and four former Gen Re senior managers, preventing the defendants from continuing to use Gen Re's trade secrets. In April 2007, the senior managers resigned to join Arch Re Facultative Underwriters, a newly formed subsidiary of Arch Reinsurance Company. Prior to hiring Gen Re's senior managers, Arch had not offered this particular type of reinsurance. In its action against Arch and the former Gen Re senior managers, Gen Re alleges breaches of fiduciary duty, misappropriation of Gen Re's trade secrets and violation of Connecticut's fair trade practices laws. Following a four-day evidentiary hearing, the Court concluded that the defendants had misappropriated Gen Re trade secrets and granted Gen Re a preliminary injunction preventing the defendants from disclosing, divulging or further using any of Gen Re's trade secrets. The lawyers involved in this matter are partners Stuart W. Gold, Francis P. Barron, Stephen S. Madsen and Elizabeth L. Grayer ; Senior Attorney Lillian S. Grossbard; and associates Jason B. Smith, Ryan M. Billings, Michelle L. Krusko, Laura R. Hall, Elana Zeide, Yani Indrajana Ho, John E. Lazar, Christopher M. Colorado, Rebecca R. Silber, Michael P. Zulandt and Pierre J. Bouchard.
On November 8, Cravath partner Paul Michalski will speak at the Practising Law Institute's 39th Annual Securities Regulation Institute in New York City. Paul will participate in a panel discussion entitled "Current Disclosure Issues".
10/15/2007
Cravath represented Olin Corporation in the sale of its Metals business to a subsidiary of Global Brass and Copper Holdings, Inc., an affiliate of KPS Capital Partners, LP, for $400 million. The lawyers involved in this matter are partners Robert I. Townsend, III, and George F. Schoen and associates Michael A. LaGatta, Donald Scott Bennett and Kai H. Liekefett on corporate matters; partner Michael L. Schler and associate Edward S. Wei on tax matters; partner Eric W. Hilfers and associates Jennifer S. Conway and Daniel A. Birnhak on executive compensation and benefits matters; and senior attorney Gregory J. Battista and associate David J. Mandl on environmental matters. The deal was announced on October 15, 2007.
10/12/2007
Cravath represented INEOS Group in its agreement with The Carlyle Group to combine INEOS Silicas and PQ Corporation. The combined business will become a global producer of specialty inorganic chemicals, catalysts, and engineered glass products. Under the terms of the agreement, The Carlyle Group will have an approximate 60% share and INEOS approximately 40%. The lawyers involved in this matter are partner Craig F. Arcella and associates Denise Shiu and Joshua Y. Sturm on corporate matters; partner Eric W. Hilfers and associates M. C. Tania Bathazaar and Kerry Halpern-Skoglund on executive compensation and benefits matters; partner Michael L. Schler and associate J. Leonard Teti, II, on tax matters; and senior attorney Gregory J. Battista on environmental matters. The agreement was announced on October 11, 2007.
10/9/2007
On October 23, Cravath partner Andrew W. Needham will participate as a speaker in the NYU 66th Institute on Federal Taxation in New York. Andrew will address tax issues in private equity and hedge funds, with particular emphasis on how those issues affect structure at both the fund sponsor and portfolio company levels.
On October 19, Cravath partner LizabethAnn R. Eisen will speak at the Murphy Conference on Corporate Law, a two-day conference in New York presented by the Fordham University School of Law Corporate Law Center. LizAnn will participate in a panel discussion entitled "Securities Disclosure and Litigation".
10/5/2007
Cravath was a recipient of the China Law & Practice 2007 Awards' Mergers & Acquisitions Deal of the Year for its work on IBM’s strategic investment in Guangdong Development Bank. The China Law & Practice 2007 Awards were announced at a dinner on September 27 at the Kerry Centre Hotel in Beijing. The awards are given by China Law & Practice magazine to recognize excellence in China's legal services field.
10/1/2007
On October 10, Cravath partner Andrew W. Needham will speak at the Seventh Annual TEI-sponsored IRS Financial Services Industry Conference in New York. Andrew will participate with IRS Chief Counsel Donald Korb and other participants in a panel entitled "Private Pools of Capital", which will discuss current legislative and regulatory developments regarding the taxation of the carried interest in private investment partnerships, in particular the "Blackstone bill".
On October 5, Cravath partners Michael L. Schler and Stephen L. Gordon will speak at "Consolidated Tax Return Regulations", a Washington conference sponsored by the American Law Institute and American Bar Association Section of Taxation. Mike will participate in a panel discussion entitled "Loss Disallowance Rules". Steve will participate in a panel discussion entitled "Acquisition and Separation Issues in Consolidation".
9/26/2007
Cravath represented the Republic of Suriname in an arbitration commenced by the Republic of Guyana arising from a dispute concerning the maritime boundary between the two countries. The Tribunal decided that the initial portion of the boundary should be a 10-degree line extending to the end of the historical territorial sea--a line sought by Suriname. It rejected Guyana's claim to a 34-degree line extending to the 200-mile territorial limit, selecting an equidistant line instead. The Tribunal also confirmed Suriname's ownership of the Corentyne River and constructed the boundary in the territorial sea out to the 12-mile limit so as to give Suriname control over the approaches to the river. The Tribunal rejected Guyana's claim for $34 million in reparations related to the countries’ conduct over a drilling incident. The lawyers involved in this matter are litigation partners Paul C. Saunders and Stephen S. Madsen and associate Rebecca R. Silber.
Cravath represented the Republic of Suriname in an arbitration commenced by the Republic of Guyana arising from a dispute concerning the maritime boundary between the two countries. The Tribunal decided that the initial portion of the boundary should be a 10-degree line extending to the end of the historical territorial sea--a line sought by Suriname. It rejected Guyana's claim to a 34-degree line extending to the 200-mile territorial limit, selecting an equidistant line instead. The Tribunal also confirmed Suriname's ownership of the Corentyne River and constructed the boundary in the territorial sea out to the 12-mile limit so as to give Suriname control over the approaches to the river. The Tribunal rejected Guyana's claim for $34 million in reparations related to the countries’ conduct over a drilling incident. T
9/25/2007
On October 10, Cravath Presiding Partner Evan R. Chesler will be presented with the Anti-Defamation League’s 2007 Human Relations Award. Evan will be honored at a dinner to be held at New York City’s Grand Hyatt Hotel and co-chaired by Anne M. Mulcahy, Chairman and Chief Executive Officer, Xerox Corporation; Richard D. Parsons, Chairman and Chief Executive Officer, Time Warner; and H. Rodgin Cohen, Chairman, Sullivan & Cromwell LLP. The New York Lawyers’ Division of the Anti-Defamation League is presenting the award to Evan in recognition of his efforts in building diversity in the workplace and in the legal community. The ADL works tirelessly to promote respect for diversity in our schools, our workplaces and our society in general, and to end all forms of discrimination and bigotry.
9/24/2007
On September 27, Cravath partner Jeffrey A. Smith will speak at "Climate's Impact on Securities Disclosures", a New York City conference presented by the Environmental Law Institute as part of its Climate Change Series. Conference panelists will discuss issues facing companies and their legal counsel when considering the ramifications of climate change for disclosure, including how companies should address climate issues in their securities filings and in voluntary reports to their stakeholders.
9/21/2007
In its September 2007 issue, Environmental Finance names the 2006 initial public offering of First Solar Inc. its IPO of the Year. Cravath, led by partner John T. Gaffney, represented First Solar in this $459 million offering.
On October 11-12, Cravath partners Scott A. Barshay and George F. Schoen will speak at "Mergers & Acquisitions: What You Need to Know Now 2007", a two-day conference presented by the Practising Law Institute, to be held at the PLI Center in San Francisco. Scott will Chair the program and speak on two panels. On October 11, he will participate in a panel discussion entitled "The Current Landscape: Recent Trends in M&A". Panelists will discuss the current climate for M&A and M&A financing, legal developments in the global and U.S. M&A markets, and trends in strategies and tactics. On October 12, Scott will participate in a panel discussion entitled "The Role of Corporate Counsel in M&A Transactions".