Law Firm News

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Law Firm News

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25383 matches |  13749-13755 displayed

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Cleary, Gottlieb, Steen & Hamilton, L.L.P.

Hong Kong Electronics Materials Manufacturer in $817 Million IPO
Cleary Gottlieb represented Kingboard Laminates Holdings Limited and its parent, Kingboard Chemical Holdings Limited, in the HK$6.4 billion (US$817 million) initial public offering of ordinary shares of Kingboard Laminates. The global offering included a Hong Kong public offering with a listing on the Stock Exchange of Hong Kong, an offering to institutional investors elsewhere in the world and a preferential offering to existing shareholders of Kingboard Chemical. The global offering of ordinary shares closed on December 7.

The IPO resulted from the spin-off by Kingboard Chemical of its laminate and laminate-related operations. Following the spin-off, Kingboard Chemical will continue to operate its PCB and chemicals businesses. The transaction is the largest spin-off to date on the Stock Exchange of Hong Kong by a manufacturing company.

Hong Kong-based Kingboard Laiminates is a leading vertically-integrated electronics materials manufacturer specializing in laminates. Laminates are a fundamental component material that are used in the production of printed circuit boards ("PCBs"), which are in turn used in the production of a wide variety of electronics products.

12-07-2006

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Cleary, Gottlieb, Steen & Hamilton, L.L.P.

France’s Leading Alternative Telecom Provider in €911 Million IPO
Cleary Gottlieb represented Goldman Sachs International, as sole Global Coordinator and Joint Bookrunner, and BNP Paribas, Credit Suisse Securities (Europe) Limited, and J.P. Morgan Securities Ltd., as Joint Bookrunners, in the initial public offering of Neuf Cegetel S.A., which priced on October 24 and closed on October 27. The over-allotment option was exercised on October 30.

The offering consisted of a primary offering by Neuf Cegetel and a secondary offering by Louis Dreyfus Group, Suez Communication, BLR Lux (Groupe Wendel and Alpha), Artémis-Net, PAI Partners, Goldman Sachs Funds and BC European Capital Funds, in an aggregate amount of €911 million (including the over-allotment option).

The shares were listed on Eurolist by EuronextTM and were sold internationally in an offering that included a Rule 144A placement in the United States.

Neuf Cegetel is the leading alternative operator in the French telecommunications market, behind historic operator France Telecom. Driven by the strength of its data offers, which include "triple-play" television, Internet and voice over IP packages, Neuf Cegetel has rapidly established itself as one of the leading operators in the French ADSL market. The group has the most extensive alternative network in France and offers data, switched voice and other services to mass market, corporate and wholesale customers. Neuf Cegetel used the net proceeds from the offering to fund its purchase of the Internet access business of AOL France.

12-07-2006

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Brown & Brown

Brown Rudnick Attorneys Author Second Edition of State-by-State Clinical Trial Requirements Reference Guide 2007
Brown Rudnick, a premier international law firm, today announced that two of its corporate attorneys -- John C. Serio and Dorothy L. Puzio -- collaborated to write the State-by-State Clinical Trial Requirements Reference Guide 2007. This reference manual provides updated and expanded profiles of the clinical trial standards in all 50 states, and breaks down each state's equirements in areas critical to clinical research programs, including:
• State statutory structures for clinical trials
• Required notifications to state officials/offices
• Legal representative standards
• Age of consent
• Drug dispensing/administration requirements
• Informed consent, IRB, and clinical protocol requirements
• State licensing authorities (medical, nursing, pharmacy)
• Special state rules for cancer research
• State HIV testing rules
• State requirements for genetic testing

The 2007 edition has been updated and expanded to address additional areas of state law applicable to clinical research. Among the additions to this year's new edition is a new section on state-by-state requirements applicable to the emerging area of genetic testing.

12-07-2006

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Brown & Brown

BROWN RUDNICK LAWYER HELPS TO DEVELOP NEW VC FINANCING DOCUMENTS FOR BRITISH VENTURE CAPITAL ASSOCIATION
Brown Rudnick, a premier international law firm, announced today that one of its London corporate attorneys, James Shaw, has published an article for the Practical Law Company (PLC) about venture capital financing. The article was published to coincide with the launch of the British Venture Capital Association’s (BVCA) new model venture capital financing documents. Mr. Shaw’s article addresses early stage (seed and series A) investment rounds for private companies, sources of equity finance, and standard legal terms commonly used. In addition, some of the practical commercial and legal issues concerning deal management are discussed.

Mr. Shaw was part of the team of leading venture capital attorneys and investors who drafted the set of template legal documents on venture capital investments for the BVCA. These forms were developed to streamline venture capital financing transactions in the UK by allowing attorneys to operate from a standard set of legal documents. Also on the drafting committee is the publisher of Mr. Shaw’s article -- PLC, the UK’s preeminent provider of legal know-how, transactional analysis and market intelligence for business lawyers. PLC works closely with law firms and in-house law departments to provide innovative and practical solutions in legal education, technology and practice development.

Mr. Shaw recently joined the Corporate Group of Brown Rudnick’s London office as a Senior Associate. Prior to joining the firm, Mr. Shaw was a senior assistant in the London office of SJ Berwin LLP, where he was an integral member of the Growth Capital team, acting for many venture and development capital investors on their “buy and build” programme, portfolio management and exit strategies. A science graduate of St. Andrews University, Mr. Shaw has developed a core expertise in advising biotechnology and life cience companies on their growth and corporate strategies (including trade sales and IPOs). Mr. Shaw also has substantial experience advising on university spin-outs; business angel and venture capital investments; commercial and funding strategies; corporate governance issues and commercial negotiation.

Brown Rudnick’s International Practice Group has extensive experience in structuring and coordinating international corporate transactions, including multinational venture capital financings, global public offerings through international investment banks and cross-border mergers and acquisitions. The firm advises both emerging international businesses seeking private capital and investors providing such financing. Brown Rudnick also counsels emerging growth companies on doing business internationally and entering the US and UK commercial and financial markets. The firm partners with clients at all stages of development with the goal of reducing risk and maximizing international growth opportunities. In addition to legal expertise, Brown Rudnick is attuned to the cultural, political and business considerations that are essential for successful international businesses.

Brown Rudnick’s experience in advising businesses on international growth and expansion includes establishing foreign offices, organizing and operating subsidiaries, minimizing international taxes and negotiating strategic joint ventures and licenses with foreign partners. The firm opened its London office in 1997 and its Dublin Office in 2002 to support a rapidly growing international practice. These offices work closely with the US offices to better serve European and other international clients seeking to expand their businesses across international borders.

12-07-2006

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Kaye Scholer LLP

Kaye Scholer Obtains Dismissal of Appeal for the Jewish Claims Conference
The New York Supreme Court dismissed an action against Kaye Scholer 's pro bono client, The Jewish Claims Conference, brought by plaintiff who alleged that property in Germany, granted by the German courts to the Claims Conference under the German restitution laws enacted to compensate victims of Nazi persecution, belonged to him. The New York Supreme Court agreed with the German courts that under German restitution laws, the property rightfully belonged to the Claims Conference which uses proceeds from the property for the benefit of Holocaust victims. Plaintiff appealed and the Appellate Division, First Department, dismissed the appeal. This is the fourth action brought by various plaintiffs against the Claims Conference claiming that they are the beneficiaries of funds and assets granted to the Claims Conference by the German government for distribution to proven victims of Nazi persecution. Kaye Scholer obtained dismissal of all the cases.

The Claims Conference was represented by New York counsel Sapna Walter Palla with invaluable guidance and assistance from Julius Berman, special counsel. Associate Oded Pincas contributed significantly to the current appeal and argument before the First Department.

12-07-2006

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Holland & Knight, L.L.P.

Holland & Knight Expands Labor and Employment Presence in the Mid-Atlantic Region
Holland & Knight LLP announced today that Mark E. Baker, a leading labor and employment lawyer, will join the firm's Northern Virginia office as partner.

Baker has extensive experience representing employers in a wide array of labor and employment matters, ranging from representation in unfair labor practice proceedings before the National Labor Relations Board to EEO, wrongful termination, employment benefits and breach of contract litigation before state and federal courts and agencies. He also provides counseling and training to employers on labor/employment law compliance and litigation avoidance, as well as representation in collective bargaining.

"Mark has a strong reputation in complex labor and employment matters, and is a solid addition to our team," said William deMeza, who heads the firm's Labor and Employment Group. "Our clients in the Mid-Atlantic region will benefit from having a seasoned employment advisor and litigator who can provide the highest level of service in this important practice area."

"Holland & Knight's Mid-Atlantic offices continue to focus on strategic growth and expansion of our capabilities in key practice areas in order to help our clients achieve their goals," said La Fonte Nesbitt, executive partner of the Mid-Atlantic offices. "Mark's arrival continues the momentum we've established and adds value for clients who increasingly are looking to firms that can provide a full range of services."

Prior to joining Holland & Knight, Baker was a partner at McGuiness, Norris & Williams LLP. He received his J.D. from University of Virginia School of Law in 1985, and his bachelor''s degree from the University of Virginia.

12-07-2006

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Edwards & Angell, L.L.P.

Client Advisory - Massachusetts Employers Could Take Heat for Firing Smokers
Most employers are understandably concerned with the health and well-being of their employees, as well as the rising costs of health care insurance. With the passage of the Smoke-Free Workplace law in July 2004, and the recent passage of the Health Care Reform Act, Massachusetts employers have become increasingly responsible for ensuring the health of their employees and curbing their employees’ smoking habits. However, a recently-filed Massachusetts case has raised the question of whether such concerns may lawfully extend to an employee’s off-duty smoking habits.

In Rodrigues v. The Scotts Co., a former employee of Scotts, the lawn and garden care giant, sued the company for firing him after it discovered he had been smoking cigarettes on his off-duty time, away from his job. The complaint states that the Scotts Company instituted a policy of refusing to employ smokers and conducting random drug testing for nicotine in an effort to promote healthy lifestyles among its employees and lower its health insurance costs. Mr. Rodrigues contends, however, that Scotts’ implementation of this nicotine-free policy violated his privacy and civil rights under state law, and that Scotts wrongfully terminated him in violation of public policy. In particular, Mr. Rodrigues claims that Scotts violated his privacy by requiring him to take a drug test for nicotine after he was hired, which test revealed high levels of nicotine in his urine and resulted in his termination.

Although it is uncertain whether Mr. Rodrigues will prevail on his claims, Massachusetts law generally disfavors employee drug testing, even for illegal drugs, unless it is reasonably related to the individual’s job and the job involves public health and safety concerns, such as transportation or nuclear power plant operation, or other legitimate business interests. Where such legitimate concerns are not present, an employee’s right to privacy can outweigh the employer’s desire to drug test. Indeed, requiring an employee to submit to urinalysis involves a significant invasion of privacy, as the act of urination itself is inherently private. Moreover, the results of a drug test can reveal highly private information about an employee that employers need not know, such as an employee’s taking a legally prescribed medication for a disability or other private health issue.

Unlike approximately 30 other states in the country, however, Massachusetts does not have a so-called “lifestyle discrimination” law that prohibits employers from taking adverse employment action based upon whether an employee smokes or engages in other lawful activities during nonworking hours. And Massachusetts does have a statute that makes smokers ineligible for hire as police officers or firefighters in the state, which was upheld by the Supreme Judicial Court on the grounds that the Legislature had a legitimate interest in promoting the health and safety of police officers and fire fighters, and reducing the number of those who obtain substantial disability benefits from public funds. Private employers may thus be similarly justified in prohibiting their employees from smoking both on and off the job.

Nevertheless, private employers in Massachusetts must be cautious about the application of anti-smoking policies. Even where no drug testing is involved, an employer who disciplines or fires an employee for smoking may be subject to other claims of discrimination and potential violations of federal statutes concerning employee benefits. Although federal courts have found that smoking, even if classified as a nicotine addiction, is not a disability within the meaning of the Americans with Disabilities Act (ADA), employers may create liability as a result of the disparate application or impact of an anti-smoking policy on members of a protected class. For example, if an employer terminates an Hispanic employee for violation of its anti-smoking policy, but fails to terminate a similarly situated Caucasian employee, the terminated employee may have a disparate treatment claim against the employer. Similarly, if an anti-smoking policy results in the discipline or termination of the majority of a company’s female employees, the policy, although nondiscriminatory on its face, may give rise to a disparate impact discrimination suit.

In addition, federal law prohibits employers from interfering with an employee’s right to access or utilize employee benefit plans. In particular, the Health Insurance Portability and Accountability Act (HIPAA), which amends the Employee Retirement Income Security Act (ERISA), protects employee participants in group health insurance plans, along with their dependents, from discrimination based upon their health status. The Department of Labor (DOL) has interpreted HIPAA’s nondiscrimination provisions to mean that an employee cannot be denied eligibility for health care benefits or charged a higher premium, contribution, co-payment or deductible based upon a health factor. “Health factors” are defined as: health status; medical conditions (physical and mental), claims experience, receipt of health care, medical history, genetic information, evidence of insurability, and disability. In particular, the DOL has stated that the use of health questionnaires and physical examinations to deny an employee group health insurance coverage based upon a health factor is prohibited under HIPAA.

While a group health plan cannot deny coverage or charge higher premiums to individual participants who smoke, a plan may offer reimbursements or other rewards for participation in health promotion and disease prevention programs as long as the programs meet all of the requirements of a bona fide wellness program. Proposed regulations concerning these wellness programs were published by the DOL in January 2001. According to the proposed regulations, programs which are not conditioned on the ability of an individual to meet a particular health standard (i.e. a certain blood pressure reading or cholesterol score), are not subject to the bona fide wellness program requirements. For example, reimbursement for a smoking cessation program (regardless whether the participant quits smoking) and for gym memberships (without regard to any health factor) is permissible under HIPAA and need not qualify as a bona fide wellness program. However, until the DOL provides further guidance on these wellness program regulations and the regulations have been tested in court, an employer must be careful to ensure that any “reward” program is not interpreted as a “premium differential” for smokers, which may result in a claim asserting a violation of HIPAA’s nondiscrimination provisions.

Given the legal pitfalls associated with adopting a policy that prohibits employees from smoking when they are off-duty, and the uncertain outcome of the Scotts case, we recommend that employers avoid instituting such a policy at this time. If employers nevertheless wish to hire and maintain a non-smoking workforce, they should probably avoid drug-testing in order to accomplish this result. Rather, employers would do better to offer their employees incentives to quit smoking, such as reimbursement for taking a smoking cessation program, and otherwise focus on strict enforcement of their on-duty anti-smoking policies.

12-07-2006

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