Law Firm News

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Jenner & Block LLP

Martin Discusses ESOP Fiduciary Litigation at Great Lakes Benefits Conference
Partner Craig C. Martin recently discussed current developments in ESOP fiduciary litigation at the Great Lakes Benefits Conference in Chicago. The Conference, which is co-sponsored by the American Society of Pension Professionals & Actuaries (ASPPA) and the Internal Revenue Service, offered the opportunity to discuss the latest employee benefit issues with colleagues and top IRS and DOL government agency representatives.

Mr. Martin opened his presentation with a summary of the basic legal structure of an ESOP, including the purpose of ESOPs, the definition of a fiduciary and what a breach of fiduciary duty entails. He cited several ESOP fiduciary duties–duty of loyalty, duty of prudence, duty to diversify, duty to act in accordance with the plan documents, and the prudent sale of stock for adequate consideration. Conflicts of interests and favoring employee-related interests were mentioned as examples of breaches of these fiduciary duties.

Mr. Martin focused on the impact of the Third Circuit’s decision in Moench v. Robertson, which developed the presumption that a fiduciary acts consistently with the Employee Retirement Income Security Act (ERISA) by investing in employer stock.

However, Mr. Martin said, a plaintiff in a breach of fiduciary duty lawsuit may overcome this “Moench Presumption” by establishing that the fiduciary abused its discretion and that a prudent investor in the same circumstances would not have invested in employer securities by the plan’s mandates.

Many litigation issues exist for ESOP fiduciaries of private companies, Mr. Martin added. Because no market gauge of the value of the employer stock is available for ESOP participants, he said, valuation and redemption legal claims could arise. Another issue Mr. Martin discussed was potential information disclosure matters, including ESOP participants having access to less information about a private company.

07-05-2007

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Howrey, LLP

UNIVERSAL-HANOVER MERGER APPROVED: Merger Clears Antitrust Regulatory Hurdle Without Second Request Compliance
Howrey LLP has announced that the merger between its client, Universal Compression Holdings, Inc., and Hanover Compressor Company has been cleared. The merger, which was originally approved by each company’s Board of Directors in February, was a stock-for-stock merger involving two of the nation’s largest companies in the natural gas contract compression and production and processing equipment fabrication industry. The parties had an estimated market share in excess of 70 percent in the “contract compression” business segment. The merger was approved after an extensive Department of Justice investigation, but without the parties complying with a second request for documents.

“We are pleased that the Department of Justice agreed with our position, that there was no need to comply with the second request on this merger,” said Sean Boland, Howrey’s Co-Chair for Antitrust. “We were able to work with DOJ and present information, data and econometric analysis that adequately addressed any concerns on the government’s part.”

The new company will be known as Exterran. According to its website the merger will create a global leader in the natural gas compression services and production and processing equipment fabrication industry Officer.

According to the website, Hanover Compressor Company, headquartered in Houston, Texas, is a global market leader in full service natural gas compression and a leading provider of service, fabrication and equipment for oil and natural gas production, processing and transportation applications. Universal Compression Holdings, Inc., also headquartered in Houston, Texas, is a leading natural gas compression services company, providing a full range of contract compression, sales, operations, maintenance and fabrication services to the domestic and international natural gas industry.

07-05-2007

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Howrey, LLP

HOWREY LLP ADDS PARTNER IN SALT LAKE CITY OFFICE
Howrey LLP has announced that appellate and Supreme Court litigation expert Michael Lee will join the firm as a partner in its Salt Lake City office effective in mid-August, and will work closely with the firm’s D.C.-based appellate litigation group. Mr. Lee currently serves as a law clerk to Justice Samuel A. Alito, Jr., of the United States Supreme Court.

“Mike Lee is a rising star in the field of constitutional law. He has established himself as an expert on the Supreme Court and in the area of appellate and constitutional litigation. Mike is a prized addition to our Salt Lake office and to our firm as a whole,” stated Robert Ruyak, Howrey’s Chairman and CEO.

Before Mr. Lee’s Supreme Court clerkship, he served as an Assistant United States Attorney in Salt Lake City, and then as General Counsel to Utah Governor Jon M. Huntsman, Jr.

As an Assistant U.S. Attorney, Mr. Lee pursued appeals on behalf of the United States, arguing eighteen cases before the United States Court of Appeals for the Tenth Circuit, and preparing briefs in scores of others.

After graduating magna cum laude from Brigham Young University Law School in 1997, Mr. Lee served as a clerk to Judge Dee V. Benson, United States District Court for the District of Utah, and to then-Judge Samuel A. Alito, Jr., United States Court of Appeals for the Third Circuit (1998-1999).

Mr. Lee also spent several years as an associate at Sidley & Austin in Washington, D.C., focusing on appellate and Supreme Court litigation.

“I’m very excited to be joining Howrey in Salt Lake City. Howrey has become a household name in world of litigation, and I’m looking forward to expanding Howrey’s capabilities with my experience on the appellate and Supreme Court levels. I’m also excited to return to Salt Lake City, and I can’t think of a better way to do that than by joining the great people at Howrey.”

The Salt Lake City office is one of Howrey’s fastest growing locations. Mr. Lee will be part of a team of seventeen lawyers, including eight partners, working in the fields of antitrust, global litigation, appellate, commercial trial, complex tort, intellectual property, insurance, product liability, securities, government enforcement and white collar crime.

07-05-2007

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Howrey, LLP

SCOTT HATAWAY RETURNS TO HOWREY FROM DOJ ANTITRUST DIVISION
After four years working in the Department of Justice’s (DoJ) Antitrust Division, Scott Hataway has returned to Howrey LLP as a partner in the firm’s antitrust practice group in Washington, D.C.

“It is great to welcome Scott back to Howrey as a partner. He did tremendous work for us and our clients in his first tenure here and he will continue to do the same now that he’s back. We know that numerous firms were bidding for Scott's services and we are fortunate that he chose us. He is a very fine attorney and an even better person,” stated Sean Boland, co-chair of Howrey's antitrust practice.

Mr. Hataway has spent his entire career working in antitrust. After graduating cum laude from Washington and Lee law school, Hataway joined Howrey as an associate and performed antitrust advocacy and client counseling in various industries, including enterprise application software, energy, multimedia, and telecommunications. His work also included extensive analysis of online music licensing practices in conjunction with investigation of major record labels.

In his four years as a trial attorney for DoJ’s Antitrust Division, Mr. Hataway was lead attorney in eight merger investigations. Mr. Hataway’s investigations have spanned a wide range of industries, including national defense, transportation, oil and gas infrastructure, and metal production. In his time at DoJ, Mr. Hataway was also appointed to the Attorney General’s Immigration Review Task Force.

“I am very excited to be returning to Howrey, which I view as one of only a handful of elite competition practices in the U.S. Though many firms can competently file regulatory paperwork, few have the expertise and support structure to handle ‘bet-the-company’ advocacy with the world's competition agencies. Howrey's focus on complex advocacy has created a terrific platform for the practice of antitrust law. I hope that my unique insights into the inner workings of our antitrust agencies will allow me to add to the firm's stellar track record,” Mr. Hataway said.

Howrey’s Antitrust Practice Group assists clients in all aspects of antitrust law, including mergers and acquisitions, government civil and criminal investigations, antitrust litigation, and counseling.

The Financial Times describes Howrey as “The Most Prominent Competition Firm.” Since the inception of Global Competition Review’s GCR 100, a survey of top competition firms, Howrey has been recognized as the world leader. In the recently released 2006 GCR 100, Howrey was again named the largest antitrust firm in the U.S. Also, among the top ranked firms for the last five years in The National Law Journal’s surveys entitled “Who Defends Corporate America?/Who Represents Corporate America?” a survey of Fortune 250 companies.

07-05-2007

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Adams & Reese LLP

Christina M. Adcock Named to Medmarc Honor Roll for Third Conesutive Year
For the third consecutive year, Christina M. Adcock, a partner in the Mobile office of Adams and Reese, has been selected to the Medmarc Honor Roll. While more than 200 lawyers serve on Medmarc’s panel, only 15 are selected to the honor roll based on overall results, client satisfaction and outstanding service. The announcement was made on June 22, 2007, at Medmarc’s annual meeting in Colorado Springs, Colorado. Medmarc is the leading source of products liability insurance in the United States for manufacturers and distributors of life sciences technologies.

Adcock is a member of the Litigation Practice Group focusing on the areas of general, professional and products liability. She also has experience in medical device and insurance defense. She has successfully defended drug manufacturers, device manufacturers and health centers in both State and Federal courts and has been heavily involved in various MDL class-action matters. In addition to her service as panel counsel for Medmarc, Adcock has served as panel counsel for several major insurance companies. She has also represented commercial clients and insurers in direct action matters in Alabama and Mississippi in both class situations and individual matters.

Adcock received both her Bachelor of Arts degree (1991) and her Juris Doctorate (1995) from West Virginia University. She was awarded a fellowship from the Public Interest Advocate Law Center during law school, and was a law clerk for the Honorable Ferrill D. McRae of the Thirteenth Judicial Circuit of Alabama. She is a member of the Alabama, Mississippi, American and Mobile Bar Associations, as well as the Alabama Defense Lawyers Association, Mississippi Defense Lawyers Association and the Defense Research Institute. Adcock has been a featured speaker at product and device conferences in the past and actively participates in Continuing Education Conferences.

07-05-2007

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Davis Polk & Wardwell

Telefónica SEC-Registered Debt Offering
Davis Polk & Wardwell advised Telefónica, S.A. and Telefónica Emisiones, S.A.U. on the SEC-registered $2.3 billion aggregate principal amount off-the-shelf note offering by Telefónica Emisiones, S.A.U., fully guaranteed by Telefónica, S.A. The offering consisted of $850 million principal amount of floating-rate senior notes due 2013, $750 million principal amount of 5.855% senior notes due 2013 and $700 million principal amount of 6.221% senior notes due 2017.

Telefónica is the leading provider of fixed-line telephone, wireless communications, Internet access and data transmission services in Spain and one of the largest telecommunications operators in Europe and Latin America.

The Davis Polk corporate team included partner Michael J. Willisch and associates Jake S. Tyshow of the Madrid office and Daniel M. Shapiro of the London office. Partner John D. Paton of the London office and associate Nora Newton Muller of the Paris office provided tax advice. Paulina Vargas of the London office was the legal assistant on the transaction.

07-05-2007

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Paul, Hastings, Janofsky & Walker LLP

Paul Hastings Advises On Buyout of Maxis Communications
Paul, Hastings, Janofsky & Walker LLP (Paul Hastings), a leading international law firm, represented a consortium of financial arrangers comprising ABN AMRO Holding NV, Citibank, Sumitomo Mitsui Banking Corporation, Standard Chartered, HSBC, CIMB Group, and Bank of Tokyo Mitsubishi-UFJ on the buyout of Malaysia's largest mobile phone operator, Maxis Communications by companies controlled by Ananda Krishnan.

The deal values Maxis at US$12 billion, making it South East Asia's largest privatization and one of the largest leveraged buyouts in Asia.

Paul Hastings also represented ABN AMRO in its role as M&A adviser to the acquiror.

Brett W. King, a partner in Paul Hastings’ Hong Kong office who led the team commented, “This transaction marks a significant milestone in public-to-private deals in Asia. Unlike recent LBOs in Asia, this deal was a 100% Asian buyout with no foreign private equity involvement. With the successful LBO of Maxis, I am certain many families that control publicly listed companies in Asia will be considering if they should follow in its footsteps and take their company private."

Commenting on the legal challenges, Mr. King added, "Malaysia has a number of regulatory hurdles that had to be overcome to close this transaction, which made closing the deal somewhat complicated. Nonetheless, the Malaysian authorities were very helpful and ultimately all approvals were granted.”

“As Asia’s LBO market continues to mature, Paul Hastings’ has developed an enviable breadth and depth of experience in navigating the region’s various regulatory regimes to close highly structured financings.”

The Paul Hastings team was led by finance partners Brett W. King and Alex Regan in Hong Kong.

Paul Hastings’ Asia leveraged finance group has led the field in structuring and executing leveraged finance transactions in key Asia jurisdictions such as China, Hong Kong, Singapore, Hong Kong, Malaysia, Japan and Korea. Paul Hastings has advised on some of the most innovative and award-winning leveraged finance transactions in the Asia Region.

Recent deals include:

* Advised ABN AMRO on the buyout of Singapore listed company Roly International by private equity firm H&Q Asia Pacific
* Advised JP Morgan and ABN AMRO on the LBO of Sabah Forest Industries by a consortium
* Advised ABN AMRO and The Royal Bank of Scotland on the LBO of Plantation Timber Products by funds advised by CVC Asia Pacific Limited
* Advised JPMorgan on CCMP’s buyout of a Korean company that owns, operates, and franchises more than 1,000 retail convenience stores under the “Buy The Way” brand
* Advised Deutsche Bank as arranger of a US$600m bridge loan facility, and Softbank as issuer of Euro 500 million of high yield bonds in connection with Softbank’s acquisition of Vodafone’s mobile communications business in Japan.

07-05-2007

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