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Baker & McKenzie Advises on the First Secondary Property Acquisitions by a Hong Kong-Listed REIT
Baker & McKenzie’s REIT Group in Hong Kong recently advised ARA Asset Management (Prosperity) Limited (“ARA”), the Manager of Prosperity Real Estate Investment Trust (“Prosperity REIT”), on its proposed acquisitions of two properties in Hong Kong – the first post-IPO property acquisitions undertaken by a Hong Kong-listed REIT.

In two separate transactions, Prosperity REIT has entered into sale and purchase agreements to acquire the entire 10th floor and parts of the 26th floor of Prosperity Center, a 26-storey industrial/office building in Kwun Tong, Kowloon. Subject to completion of both the acquisitions, Prosperity REIT’s undivided ownership interest in Prosperity Center will increase to approximately 53.4% and its percentage ownership in terms of gross floor area to approximately 63.3%. The acquisitions are scheduled to be completed in January 2007 and are valued at approximately HK$43 million in aggregate.

The Baker & McKenzie team was led by Corporate partner Milton Cheng, who is also the co-head of the Firm’s Asia-Pacific REIT Group, and Debbie Cheung, a partner in the Property Group. The team had responsibility on both deals for legal structuring and documentation, legal due diligence, regulatory liaison with the SFC and the Stock Exchange, and general transaction management.

Commenting on the deal, Milton Cheng, who also led the team that advised ARA on the Hong Kong listing and initial public offering of Prosperity REIT in December 2005, said, “We are delighted to have had the opportunity to continue our close collaboration with Prosperity REIT and the ARA Group. The deal is noteworthy as it is the first follow-on acquisition by a Hong Kong-listed REIT. Together with other developments in the market, we hope that this deal will help to spur renewed interest in the Hong Kong REIT market.”

Prosperity REIT was the first private sector REIT to list in Hong Kong. Its initial portfolio of Hong Kong office and industrial properties was valued at approximately HK$4.5 billion. The net equity proceeds raised by Prosperity REIT in its December 2005 IPO was approximately HK$2.7 billion. In addition, debt financing of HK$1.9 billion was put in place to fund part of the costs of acquiring the initial portfolio of properties.

This deal adds to the growing track record of Baker & McKenzie’s Asia-Pacific REIT team, building on its previous successes including:

• advising the Manager of Champion REIT, Eagle Asset Management on the first Hong Kong REIT with exposure to prime grade A office property in Hong Kong’s CBD,
• advising Guangzhou Investment Company Limited (GZI) on the establishment and listing of GZI REIT - the first listed REIT with PRC mainland properties;
• advising CapitaLand on its strategic investment in The Link REIT (the first listed REIT in Hong Kong); and
• advising Cheung Kong on the initial public offering of Fortune REIT (the first listed REIT involving Hong Kong properties).

The Firm’s Asia Pacific REIT team is also very active in other REIT markets around the region including Australia, Japan, Taiwan, Singapore and Malaysia.

11-30-2006

David R. Payne and R. John MacKoul Present Unique Opportunities for De Novo Banks at the Housing Alliance of Pennsylvania’s Annual Conference
David R. Payne and R. John MacKoul addressed executives, local and state officials and other community leaders on November 28 at the Housing Alliance of Pennsylvania’s Annual Conference on Housing and Homelessness, Policy and Programs.

Mr. Payne presented, “New Tools for Creating Capitol in Low Income Communities – DeNovo Banks,” where he explored the opportunities that could be created by a bank specifically designed to serve the low income community. In addition, Mr. Payne discussed how a bank organized and operated by individuals who truly understand the cultural issues and financial needs of their community may be the solution to improving the financial opportunities available to those consumers.

The presentation was introduced and moderated by R. John MacKoul, Chair of the Firm’s Tax Credit and Housing Department.

Mr. Payne concentrates his practice in banking, securities law and mergers and acquisitions with an emphasis on the representation of de novo financial institutions. He has acted as organizational counsel to eight community banks. In his role as counsel to de novo institutions, Mr. Payne provides assistance in all phases of formation, from creating the business model to designing capital raising activities. He has extensive experience working with federal and state banking regulators. Mr. Payne provides services in all areas relating to a financial institution from Board of Directors’ training to the design and implementation of a new bank’s benefit plans. Mr. Payne received a J.D. from Temple University School of Law, an M.S. from the University of Scranton and a B.A. from the University of LaVerne.

Mr. MacKoul focuses his practice in the areas of federal taxation, real estate and structured finance transactions with respect to the federal housing and historic tax credit programs and tax-motivated leases and other transactions. He served on the ad hoc committee that lobbied for and obtained legislative real estate tax relief for affordable housing in the Commonwealth. Mr. MacKoul received an LL.M. in Taxation from New York University, an MBA from Columbia University, a J.D. from New England School of Law and an A.B., cum laude, from Boston College.

11-30-2006

C. Thomas Work Leads Panel Presentation on Uniform Trust Act to Philadelphia Bar Association’s Probate and Trust Law Section
C. Thomas Work, Chair of Stevens & Lee’s Estates & Trusts Department, guided a panel presentation on the Pennsylvania Uniform Trust Act to the Philadelphia Bar Association’s Probate and Trust Law Section on November 28, 2006. Consisting of Judge Calvin S. Drayer of Montgomery County, Deputy Attorney General Lawrence Barth and Bryn Mawr Trust Company’s counsel Karen A. Fahrner, the panel applied the new Act to a series of practical problems designed to bring to light how the Act will change the administration of Pennsylvania trusts.

Mr. Work chaired the subcommittee that drafted the Pennsylvania Uniform Trust Act, enacted into law as part of Act 98 of 2006 and signed by Governor Edward G. Rendell on July 7, 2006. The Uniform Trust Act constitutes more than one-third of the entire Pennsylvania Probate, Estates and Fiduciaries Code and represents the most substantial rewrite of the Code since it was enacted over thirty years ago. It is the first comprehensive trust legislation in Pennsylvania history. Mr. Work authored a substantial portion of the new Act.

Mr. Work has served for over 17 years on the Pennsylvania Joint State Government Commission’s Advisory Committee on Decedents’ Estates Laws. This committee is the oldest of that Commission’s several committees who advise the Pennsylvania legislature on a nonpartisan basis and draft proposed legislation, such as the Uniform Trust Act.

Mr. Work concentrates his practice in estate and tax planning, fiduciary administration, litigation of fiduciary matters, including the defense of surcharge claims brought against trustees and consulting with corporate and individual trustees on matters of fiduciary administration and regulatory compliance. He is a Fellow of the American College of Trust and Estate Counsel. He holds a J.D. with distinction from Duke University School of Law and a B.A. summa cum laude from Dickinson College. Mr. Work is Immediate-Past Chair of the Reading Musical Foundation and serves on the Reading Hospital and Medical Center’s Board of Directors. He is a member of the Reading Public Museum Endowment Committee and his local, state and national bar associations.

11-30-2006

Ann Reichelderfer Presents to CFOs of Theological Schools at National Conference
Ann Reichelderfer, a Shareholder in the Firm’s Estates and Trusts Department, presented at The Association of Theological Schools’ Annual Conference held in Phoenix, AZ on November 16-18, 2006.

Ms. Reichelderfer presented “The Legal Terrain: Selected Topics on the Laws that Impact Theological Schools” to CFOs of theological schools from across the country and discussed the issues that confront them on a daily basis, including those involving charitable endowment funds, diversity scholarships and document retention.

Ms. Reichelderfer has over 30 years of experience in trusts and estates law and represents institutions of higher education in gift planning, trust and estate administration, taxation and regulation compliance. She has been appointed to the Fiduciary Litigation Committee of the American College of Trust and Estate Counsel (ACTEC) and is also an ACTEC Fellow. Ms. Reichelderfer is a member of the National Association of College and University Attorneys, the National Committee on Planned Giving and Swarthmore College Planned Giving Committee. She was a founder of the Gift Planning Council of New Jersey.

A frequent speaker, she regularly discusses issues involving estate planning and charitable giving for a variety of professional and business organizations. Ms. Reichelderfer is a Board Member of Trinity Counseling Service and the Princeton Area Community Foundation. In addition, she is a member of the New Jersey State Bar Association and its Real Property and Probate Section.

Ms. Reichelderfer holds a J.D. from New York University School of Law and a B.A., with Honors, from Swarthmore College.

11-30-2006

Sonnenschein Names New Managing Partner of New York Office
Sonnenschein Nath & Rosenthal LLP today announced that Denise M. Tormey has been named managing partner of the firm’s New York office. Tormey succeeds Michael Barr, who was appointed chair of the firm’s Litigation Practice Group earlier this year.

“In more than four years at Sonnenschein, Denise has distinguished herself as a leader in the New York office and throughout the firm,” said Duane C. Quaini, Sonnenschein chairman. “Her enthusiasm for the job, combined with the respect of her colleagues, make her the right person for this position.”

Tormey, who joined Sonnenschein in 2002, is a partner in the firm’s Corporate Practice Group. Her practice covers a wide range of transactional work, including mergers and acquisitions and private equity and emerging growth financing transactions. Tormey also has extensive experience representing Canadian and U.K. enterprises in cross-border transactions. As a member of Sonnenschein’s Finance Committee for the past three years, Tormey has been closely involved with management of client accounts in the New York office, including new business development.

“I am thrilled to take on this role in the New York office,” said Tormey. “Michael did a superb job as managing partner for the past year and a half, and I look forward to continuing our growth and expansion in this very important market for us.”

Tormey received a J.D. degree from St. John’s University School of Law and a B.A. degree, summa cum laude, from Boston College, where she was elected to Phi Beta Kappa.

11-30-2006

Bruce Hall Named Top 500 Lawyers in America
Bruce Hall, a partner with the Rodey Law Firm, has been selected by Lawdragon Magazine as one of the top 500 lawyers in America. Mr. Hall, who is a practicing litigator and mediator, was chosen from thousands of nominated lawyers nationwide, considered by practicing lawyers to be the finest in their field.

The top 500 lawyers will appear in the fall issue of Lawdragon Magazine, a national publication and website for lawyers. Lawdragon has been featured in the Times of London and Bloomberg Business News as the guide to the best lawyers and judges in the United States.

11-30-2006

Rich May Lawyers Publish Federal Eminent Domain Article in the Energy Law Journal
Jim Behnke and Harold Dondis of Rich May, A Professional Corporation, Boston, Massachusetts, have published an article entitled: “The Sage Approach to Immediate Entry by Private Entities Exercising Eminent Domain Authority under the Natural Gas Act and the Federal Power Act” in the November, 2006 edition of the Energy Law Journal. 27 Energy L. J. 499 (2006).

In the article, Behnke and Dondis comprehensively discuss and analyze how federal courts during the last fifty years and most recently in East Tennessee Gas Pipeline v. Sage, 361 F. 3d 808 (4th Cir. 2004), rehearing en banc denied, 369 F. 3d 357 (2004), cert. denied, 543 U.S. 978 (2004), have fashioned immediate entry remedies for interstate natural gas pipeline and hydro-electric projects approved by the Federal Energy Regulatory Commission (“FERC”). Those projects hold delegated federal eminent domain authority under § 7 of the Natural Gas Act or § 21 of the Federal Power Act. A discretionary immediate entry remedy has been devised and used by United States District Courts to authorize entry of property subject to taking prior to the final judicial determination and tendering of compensation to the affected property owner, provided that legally necessary safe guards are observed. According to the authors, the federal courts over the years have increasingly come to assert their remedial jurisdiction under common law principles to strike a practical balance between the demonstrated public need for FERC-approved energy projects, and legally-required protections for affected property owners in granting immediate entry.

Additionally, the authors address questions arising due to potential application of this important remedy to interstate electric transmission projects that may be approved by FERC under § 216 of the Federal Power Act, as that section has been recently enacted by the Energy Policy Act of 2005. The authors also examine general practice issues pertinent to immediate entry and exercise of delegated federal eminent authority by project proponents having FERC approval.

11-30-2006

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