Law Firm News

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Law Firm News

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Davis Polk & Wardwell

Davis Polk Advises Vector Capital on Its Acquisition of Discovery Informatics
Davis Polk is advising Vector Capital on its acquisition of the Discovery Informatics business of Tripos, Inc. Vector Capital is a San Francisco-based private equity boutique specializing in buyouts, spinouts and recapitalizations of established technology businesses. Tripos' Discovery Informatics business provides software products and consulting services to develop, manage, analyze and share critical drug discovery information.

Under the asset purchase agreement, Tripos will sell its Discovery Informatics business for approximately $25.6 million in cash. The transaction, expected to close in the first quarter of 2007, is subject to customary closing conditions and stockholder approval.

The Davis Polk corporate team includes partner Martin A. Wellington and associates Michael Nordtvedt, Jeffrey M. Smith and M. Ryan LaRosa, all of the Menlo Park office. Partner Lawrence E. Wieman of the New York office is providing credit advice. Partner Rachel D. Kleinberg is providing tax advice. Partner Gail A. Flesher and associate Mehrsa Baradaran, both of the New York office, are providing environmental advice. Partner Steven S. Weiner of the Menlo Park office and associates Stefan Quick and Lori Fields of the New York office are providing intellectual property advice. Counsel James P. McIntyre and associate Karla Booth, both of the New York office, and associate James C. O'Brien of the Menlo Park office are providing real estate advice. Associate Cynthia Akard of the Menlo Park office is providing employment advice.

11-27-2006

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Brown, Raysman, Millstein, Felder & Steiner, L.L.P.

Save Mart Buys Remaining Albertsons Stores
This article from the San Francisco Chronicle discusses a major transaction that the firm handled for our client Save Mart: the multi-million dollar purchase of the Northern California and Northern Nevada stores of Albertsons LLC, which was created following the sale of Thelen client Albertsons.

The transaction team was led by Silicon Valley-based partner Jay Margulies and included San Francisco-based Business partners Phil Peters and Dirk Mueller, senior counsel John Mooney, and associate Takako Morita.

Albertsons LLC agreed Monday to sell 132 of its Northern California and Northern Nevada stores to Save Mart Supermarkets, a Modesto chain that will more than double its size once the acquisition is completed.

The transaction would end Albertsons presence in Northern California. Albertsons had already closed 37 underperforming supermarkets in and around the Bay Area.

"Our current chain has been looking for opportunities. This was a really good one for us. It's going to give us a lot more leverage across the board for distribution and buying efficiencies," said Alicia Rockwell, spokeswoman for Save Mart. "These stores were already running very well and operating well ... so it was pretty much a natural fit."

The sale includes 130 Albertsons stores in operation. . . [and] will allow the Save Mart chain to expand to 256 stores. . .

. . . Albertsons was sold. . . in January in a deal valued at $17.4 billion in cash, stock and assumption of debt.

11-27-2006

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Robinson & Cole LLP

Connecticut Law Firm Holiday Card Designed By Children
Robinson & Cole turned to the sons, daughters, grandchildren, nieces and nephews of the firm’s attorneys, lobbyists and staff to design the firm’s 2006 holiday card. Children between the ages of 4 and 14 were called upon to draw a winter scene reflecting the holiday season. With 32 entries, four of the illustrations were selected to appear on the firm’s holiday card. The winners include:

? Hannah, age 10, daughter of Paralegal Doreen Wiese
? Brian, age 8, son of Attorney Jean Tomasco
? Jillian, age 6, granddaughter of Library Assistant J. Angela Kennedy
? Evan, age 5, son of Attorney Gregory Varga

Eric Daniels, Managing Partner will be visiting each child’s elementary school to acknowledge each winner as well as donate $2,500 to the child’s school. “The response from our clients on our holiday card last year was outstanding and we are delighted to once again have been able to reach out to children to help design this year’s holiday card,” comments Daniels.

11-27-2006

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Sheppard, Mullin, Richter & Hampton, LLP

Partner Brian Pass Converges On Sheppard Mullin's Entertainment, Media & Communications Group
Brian Pass has joined the Century City office of Sheppard, Mullin, Richter & Hampton LLP as a partner in the Entertainment, Media and Communications and the Intellectual Property practice groups. Senior associate Kevin Straw will be joining Pass on the move to Sheppard Mullin. Both most recently practiced with Brown Raysman in Los Angeles, where Pass led the firm's West Coast Technology, Media and Communications practice.

Pass focuses his practice on high technology and corporate law. He represents technology, entertainment and media clients in the licensing, development and distribution of computer software, Web-based services and applications, hardware development and OEM relationships, new media and web site licensing, development and marketing, intellectual property and trade secret protection, broadband communications, interactive television and e-commerce. Additionally, Pass counsels early stage and emerging growth companies in start-up formation, joint ventures, as well as mergers and acquisitions. He also advises companies on Internet privacy and other regulatory issues affecting new media and e-commerce.

Since 2001, Pass has closed over $2 billion in technology transactions. Representative work includes: negotiation of numerous affiliation agreements on behalf of a leading Internet search portal; outside counsel to a leading manufacturer of third-party video game accessories; outside counsel to a joint venture formed to develop and deliver video on demand and interactive services; negotiation of a multi-million dollar white label e-commerce co-marketing agreement; outside counsel to a leading Internet-based music discovery service; and negotiation of numerous multi-million dollar enterprise license and Web services transactions in the entertainment, healthcare and fashion industries.

"Brian is a strategic addition to the firm," said Guy Halgren, chairman of the firm. "He will play a key role in the expansion of our technology capabilities, with a practice that straddles the firm's entertainment, corporate and IP groups."

“I am thrilled to be joining the dynamic team of talented attorneys in the Century City office," Pass said. “Sheppard Mullin has an outstanding entertainment practice and an excellent reputation in corporate law. I’m looking forward to contributing to the continued success of both groups."

“We are excited to welcome a partner of Brian’s caliber and experience,” said Bob Darwell, chair of the firm's Entertainment, Media and Communications practice group. “His convergence and new media practice adds depth to our technology and media specializations.”

Prior to practicing law, Pass co-founded Passport New Media and served as its president and CEO. He led the development of Passport’s critically acclaimed children’s Internet service, Your Own World. At Passport, he raised $7.5 million in venture capital, while concluding numerous third-party content partnerships and negotiating key technology and distribution relationships. Prior to forming Passport, he served as vice president and general counsel at Americast, a joint venture of The Walt Disney Corporation and several of the Baby Bell telephone companies to develop interactive digital television services.

Pass received his law degree from UCLA School of Law in 1991, and graduated, with high honors, from Wesleyan University with a B.A. in 1986. In 2006, Pass was named by Chambers USA as one of the Leading Lawyers for Business in the IT and IT Outsourcing field in California.

11-27-2006

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Foster Pepper PLLC

Court of Appeals Clarifies Test to Sustain Discharge of School District Employees
The Washington Court of Appeals has recently provided important guidance to Washington school districts regarding the proper test to apply when discharging a school district employee for deficient performance.

In a Division III opinion, Woodall v. Freeman School District, filed November 21, 2006, the Court held that the discharge of a school district employee based on an alleged performance deficiency will be sustained by the Courts only if the school district has determined the deficient performance was not remediable. Conduct is considered “remediable” if it is reasonably correctable.

The current test to determine whether sufficient cause exists for terminating a teacher or other school district employee (whether classified or certified) is: whether the employee’s performance deficiency is unremediable and (1) materially and substantially affects the employee’s performance, or (2) lacks any positive educational aspect or legitimate professional purpose.

The Court of Appeals clarified that remediability must be considered when the discharge is based on deficient performance (the first prong of the test mentioned above). Deficient performance is a professional shortcoming that can be remedied through means such as training, instruction, or more experience. However, remediability need not be considered when the employee’s conduct lacks any positive educational aspect or legitimate professional purpose (the second prong of the test).

Courts have drawn a distinction between a discharge based on deficient job performance and one based on clearly egregious misconduct. Such misconduct includes sexual misconduct or exploitation of students by staff, or the use of firearms on school property. School districts need not address whether such misconduct is remediable.

The Court noted in this case that, while the school district had shown this employee’s (a bus driver’s) performance was deficient, it had not shown that her performance was not remediable. The employee had had several years of satisfactory performance, positive evaluations and no previous disciplinary actions. In addition, there was some question as to whether the school district had policies regarding the conduct at issue, what those policies were, and whether those policies had been communicated to the bus drivers.

11-27-2006

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

D.E. Shaw in Eastpharma Investment
Cleary Gottlieb represented D.E. Shaw, one of the world’s largest hedge funds, in its investment in Eastpharma Ltd., a newly established holding company that will own a controlling stake in Deva Holding A.S., a Turkish pharmaceutical company listed on the Istanbul Stock Exchange. The transaction closed on November 27.

The formation of Eastpharma brings together Deva’s largest shareholders, who along with D.E. Shaw also include private equity group GEM Global Equities Management S.A. and hedge fund Mellon HBV. Following the closing, Eastpharma will conduct a mandatory tender offer on the Istanbul Stock Exchange for all Deva shares it doesn’t already own.

Established in 1958, Deva Holding A.S. is one of the leading branded generic players in the Turkish pharmaceutical market, with a 4.5% market share in terms of boxes sold as of June 2006.

11-27-2006

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McDermott Will & Emery

Chambers Global 2007 Rankings Released
McDermott Will & Emery and its lawyers received a number of noteworthy recognitions in the latest edition of The Chambers Global Guide. The following outlines the Firm’s practice area recognitions, as well as McDermott lawyers who were ranked as leaders in their field, organized by country (ranking appears in parentheses).

11-27-2006

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