Law Firm News

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Thacher Proffitt & Wood LLP

Court Decision Sets Standards for Banking Industry Mergers
Thacher Proffitt & Wood LLP has prevailed on behalf of its client, The Westborough Bank, in the first merger-related dispute involving a mutual holding company to be litigated. On August 14, 2007, a Massachusetts court denied a request for a preliminary injunction that would have blocked the proposed merger between Westborough and Assabet Valley Bancorp.

The Court’s ruling provides valuable guidance to Directors in mutual holding company structures regarding the exercise of their fiduciary duties to mutual constituencies as well as to public shareholders, particularly in connection with consideration of potential merger opportunities.

In the case, Philippe E. Gut and Gwen Pratt Gut vs. Joseph F. MacDonough, et al. Massachusetts Superior Court, No. 2007-1083-C), the plaintiffs had filed a class action on behalf of Westborough’s public shareholders against Westborough, its Board of Directors, and Assabet, characterizing the price to be paid to buy out the public shareholders as “grossly inadequate.” The plaintiffs further claimed that Westborough’s Board of Directors had breached its fiduciary duty to the public shareholders by not sufficiently shopping the bank and by rejecting offers to acquire the public shares at higher prices than Assabet was proposing to pay. The plaintiffs also alleged that compensation to officers and directors pursuant to the merger was excessive and evidenced self-dealing behavior.

Judge Peter W. Agnes Jr. of the Superior Court of the Commonwealth of Massachusetts in Worcester disagreed with the plaintiffs, finding that “Under the totality of the circumstances, the transaction appears to be fair to both the majority and minority shareholders.” The Gut case is the first lawsuit in which an attempt was made to enjoin a remutualization transaction, only approximately eight of which have occurred in the United States.

“This case provides valuable guidance to Directors and Trustees in mutual holding company structures regarding the exercise of their fiduciary duties, an area which was less clear before this decision, because it had never been tested in a court of law.” said Richard A. Schaberg, a partner at Thacher Proffitt, who represented Westborough in the transaction with Assabet and has been Westborough’s outside corporate counsel for a number of years.

“The Plaintiffs were effectively asking the Court to apply the Revlon decision from Delaware to the mutual holding company context and require the Board to auction the bank for the highest possible price for the public shareholders. In rejecting that view, the Judge made note of the fact that the Board had fiduciary duties not only to the public shareholders, but to the mutual interests as well, and therefore had done the right thing in balancing those interests and attempting to find the best overall deal for all constituencies involved. In this case, the Board’s decision not to conduct an auction and instead to focus its negotiations on one potential partner that possessed several qualities that the Board deemed essential was found to have been carefully considered and appropriate” said Kenneth E. Lee, the litigation partner at Thacher Proffitt who argued the case on behalf of Westborough.

While the case remains pending in the Superior Court, Judge Agnes’s decision states that the plaintiffs had not demonstrated a likelihood of success on the merits. Westborough and Assabet are awaiting clearance from the Massachusetts Division of Banks before the merger may close.

08-20-2007

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Nelson Mullins Riley & Scarborough LLP

Experienced IP Attorney Joins Nelson Mullins
Intellectual property attorney Charles G. "Geordie" Zug has joined Nelson Mullins Riley & Scarborough's Columbia office as an associate, where he represents clients in all aspects of trademark, copyright, and unfair competition law.

Mr. Zug has experience managing, prosecuting, and maintaining U.S. and foreign trademark portfolios for various clients. He advises and counsels clients on trademark and copyright issues, including availability, registration, infringement, and enforcement. Part of his practice has involved monitoring the unauthorized and fraudulent use of clients' trademarks and copyrighted material on the Internet. Mr. Zug also has advised artists on copyright issues such as music licensing for films and other media, and the infringement of written works in print media.

A 1992 magna cum laude graduate of the University of Pennsylvania, he has a Bachelor of Arts in Folklore & Folklife with a minor in Economics. He earned his Juris Doctor in 2004 from the University of Virginia School of Law, where he was named to the Order of the Coif and served on the editorial board of the Virginia Law Review.

Nelson Mullins, established in 1897, has more than 380 attorneys practicing from offices in Atlanta, Boston, Charleston, Charlotte, Columbia, Greenville, Myrtle Beach, Raleigh, Washington, and Winston-Salem.

08-20-2007

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Kramer, Levin, Naftalis & Frankel, LLP

Veteran Executive Compensation Attorney Paul M. Ritter Joins Kramer Levin
Kramer Levin Naftalis & Frankel LLP announced today that Paul M. Ritter has joined the firm as a partner in the employment law department and will head the firm’s executive compensation practice. Over the past 27 years, Mr. Ritter has specialized in the areas of executive compensation, qualified and nonqualified retirement plans and equity compensation.

“We are pleased to welcome Mr. Ritter to our firm,” said Paul Pearlman, the firm’s managing partner. “As a leading attorney in the area of executive compensation, Mr. Ritter’s expertise will play an important role in helping us meet the needs of our diverse client base, further enhancing the capabilities of our preeminent employment law practice.”

Mr. Ritter represents both companies and senior executives in connection with executive employment and severance agreements. His engagements have included a broad spectrum of business entities (C and S corporations, LLCs, partnerships and joint ventures), sizes of business (Fortune 100 companies to startups) and industries (media, publishing, financial services, retail, advertising and manufacturing).

He is often involved in the design and implementation of equity-based compensation arrangements, including stock options, restricted stock, performance shares, stock appreciation rights, phantom shares/restricted stock units, as well as “carried interest” arrangements. In addition, he has extensive experience in designing and implementing nonqualified deferred compensation arrangements and funding vehicles for such arrangements. He also has extensive experience with non-competition and non-solicitation restrictions, “golden parachutes” and the limitation on deductions for compensation in excess of $1 million.

Mr. Ritter has been a member of the Adjunct Faculty of the New York University School of Law since 1989, where he teaches the course on executive compensation. He is a Fellow of the American College of Employee Benefits Counsel and a member of the National Association of Stock Plan Professionals.

Mr. Ritter was most recently a partner at Cooley Godward Kronish in New York, where he began his career directly after law school. He is admitted to practice before the New York State Bar and the South Carolina Bar. He received an LL.M. (in Taxation) from New York University School of Law in 1980, a J.D. from the University of South Carolina School of Law in 1979, and a B.B.A. (in Accounting) from The George Washington University in 1975.

08-20-2007

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Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.

Futrell to Present on Recent Developments in Bankruptcy
Jones Walker partner Lisa Futrell will present at a Continuing Legal Education seminar co-sponsored by the Louisiana State Bar Association and the Section on Bankruptcy Law on September 21, 2007, at the Sheraton New Orleans Hotel. The program, entitled "Practicing Under the New Bankruptcy Law: How to Make Your Practice Run Smoother than the Recovery!," is designed to help attendees better navigate through the Bankruptcy Court in the era of recovery from Hurricanes Katrina and Rita. Futrell will present on "How That Pesky Consumer Protection Act Has Affected Business Bankruptcies: Significant Recent Rulings."

08-20-2007

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Gray-Robinson, P.A.

Bentley Presents at the 2007 Citizens Planning Academy in Tampa
Mark Bentley, a shareholder in GrayRobinson's Tampa office, presented at the 2007 Citizens Planning Academy held on August 18, 2007 at the Hillsborough County, Florida Government Center, in Tampa. The Citizens Planning Academy was sponsored by the Hillsborough County City-County Planning Commission and was conducted over a two day period. The Academy was attended by development professionals, neighborhood group representatives, and government officials. Bentley presented on "The Constitutional and Legal Framework for Planning."

Mark is Board Certified by The Florida Bar as a specialist in City, County and Local Government Law. Board certification is the highest level of recognition by The Florida Bar, and recognizes an attorney's special knowledge, skills and proficiency, along with professionalism and ethics in practice. His experience includes eminent domain litigation, land use, zoning, mediation, governmental and administrative law.

08-20-2007

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Dinsmore & Shohl LLP

Dinsmore & Shohl LLP elects Susan Zaunbrecher Chair of Corporate Department
Dinsmore & Shohl LLP, one of the region’s largest law firms, has chosen Susan B. Zaunbrecher to lead its Corporate Department. One of the firm’s three major divisions, the Corporate Department addresses the many complex legal and business issues that challenge companies today. Dinsmore & Shohl has been recognized as the best corporate law firm in Cincinnati by Corporate Board Member, a national magazine for directors of publicly traded companies.

“Leading this vital area of our firm requires both strength of character and breadth of experience. Ms. Zaunbrecher brings both to her practice and her clients have benefited as a result. We are proud to have Ms. Zaunbrecher directing the Corporate Department,” said George Vincent, co-managing partner.

Dinsmore & Shohl’s highest ranking female, Ms. Zaunbrecher is a member of the firm’s board of directors and chairs both the Financial Institutions Practice Group and the Professional Development Committee. She has garnered many honors, including listings as an Ohio Super Lawyer by Law & Politics, one of The Best Lawyers in America® and a Top 10 Female Lawyer in Cincinnati by Women’s Business Cincinnati.

Ms. Zaunbrecher graduated from the University of Cincinnati College of Law in 1990. She is experienced in all areas of corporate, mergers and acquisitions and securities law, particularly as it pertains to financial institutions.

“I am honored to have the opportunity to lead the Corporate Department at Dinsmore & Shohl. The area of corporate law has grown in importance in today’s business environment, with increased laws and regulations governing companies. Our attorneys are dedicated to serving our corporate clients with both legal experience and business sense,” said Ms. Zaunbrecher.

08-20-2007

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Cooley Godward Kronish LLP

Cooley Adds Two Partners in New York
Cooley Godward Kronish LLP announced today that Laura Grossfield Birger, former Chief of the General Crimes Unit in the U.S. Attorney’s Office for the Southern District of New York, and Jennifer B. Coplan, a former counsel with Debevoise & Plimpton focusing on technology transactions, have joined the Firm’s New York office as partners.

Birger is an accomplished trial attorney who served in a number of important leadership positions in the U.S. Attorney’s Office since her arrival in 1997, including Assistant U.S. Attorney, Deputy Chief of the Appeals Unit and, since 2004, Chief of the General Crimes Unit. In two major recent cases with the U.S. Attorney’s Office, Birger assisted in securing a life sentence against an armed robber under the federal “three-strikes” law and federal prison terms for two lawyers found guilty of an extensive client fraud scheme.

Coplan practices in the areas of information technology and intellectual property law primarily for technology, consumer electronics, media and financial services companies. At Debevoise & Plimpton, she advised on the negotiation of complex technology transactions, including technology development, licensing, and outsourcing arrangements, and advised leading international consumer electronics, technology and motion picture companies in connection with a variety of matters relating to digital rights management.

“We are extremely pleased to bolster our New York office with two talented attorneys of Laura and Jennifer’s caliber,” said Alan Levine, partner in charge of Cooley’s New York office. “We are confident that their combined experience will prove invaluable in continuing to grow the Firm’s litigation and transactional capabilities and provide additional resources to our clients in both white collar criminal defense and technology transactions counseling.”

At Cooley, Birger will add to the Firm’s already-deep bench of former prosecutors. She will focus on white collar criminal matters and will also support a variety of complex commercial litigation matters. Coplan will focus in the area of technology transactions and will be the first technology transactions group partner in the New York office.

Birger graduated magna cum laude from Brown University in 1990 with a B.A. and earned her law degree from Yale Law School in 1993. She clerked at the District Court level for the Eastern District of Pennsylvania and then began her career in private practice in 1994 with Fried Frank Harris Shriver & Jacobson in New York. She joined the U.S. Attorney’s Office in 1997.

Coplan is a 1986 graduate of Tufts University where she earned a B.S. summa cum laude in Computer Science. She worked as a software engineer before attending Yale Law School where she earned her J.D. in 1993. She began the private practice of law with Debevoise & Plimpton in 1993 and practiced with that firm until she joined Cooley.

08-20-2007

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