Law Firm News

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Law Firm News

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Freshfields Bruckhaus Deringer

Freshfields advises on IPO by China Communications Construction
International law firm Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to China Communications Construction Company Limited (China Communications Construction) on its initial public offering (IPO) and listing on the Hong Kong Stock Exchange, which completed today. The Company sold 3.5bn H shares, or 24.5 per cent of its enlarged share capital. The IPO was priced at the top of the range and total proceeds from the IPO were US$2.1bn, and could rise to US$2.4bn if the over-allotment option is exercised in full. BOC International, Merrill Lynch and UBS acted as the joint global coordinators, joint bookrunners, joint sponsors and joint lead managers on the IPO.

China Communications Construction is one of China's leading transportation infrastructure groups and is involved in infrastructure construction, design, dredging and port machinery manufacturing. It has the distinction of being China largest port construction company, a leader in road and bridge construction in China, China's largest dredging company as well the the world's largest container crane manufacturer. It is a unique company as it gives investors direct exposure to China's infrastructure growth and received overwhelming response from investors, with the retail portion being 220 times over-subscribed and the institutional tranche receiving over 1,000 orders for US$160 billion in aggregate.

The Freshfields Bruckhaus Deringer team was led by partners Ng Kay Ian and Tim Steinert. Kay Ian commented, 'We are delighted to act for China Communications Construction on its very successful IPO. This IPO had a lot of challenges including being the first state-owned enterprise at the national level to have the entire business of the Group listed together. It was also done at record speed, bearing in mind China Communications Construction was formed less than a year ago following the merger of two infrastructure construction groups in China. From our firm's perspective, this deal is particularly satisfying as it is our first 144A offering acting as both Hong Kong and US counsel that has surpassed the US$2bn mark, and demonstrates the maturity of our combined Hong Kong and US securities practice.'

Partners Ng Kay Ian and Tim Steinert were assisted by a team of lawyers which included Damon Yip, Weiyi Zhang, Jin Zhao, Jean Wu and Ivy Peng from the Hong Kong office and Lan Jie from the Beijing office. US tax advice was provided by partner Claude Stansbury and associate Steven Brinker from the Washington DC office.
Notes for editors

Freshfields Bruckhaus Deringer is a leading international law firm providing a comprehensive worldwide service to national and multinational corporations, financial institutions and governments.

Over the past 18 months in Hong Kong, we have advised on 14 IPOs raising over US$60bn. Through a network of seven offices in Asia, our lawyers practise international law and, where permitted, local law. Currently in Asia, there are 25 partners and more than 180 lawyers, supported by 160 staff.

The firm's China business group is respected as one of the largest, most experienced China teams of any international law firm. A number of members of the group have over 20 years experience in handling China-related advisory and transactional work across a broad range of industries. With more than 50 specialists based in Hong Kong, Beijing, Shanghai, Europe and the US, it is the firm's largest specialist group.

Freshfields' China business group partners are acknowledged leaders in Chinese law as well as in their respective fields of specialisation, bringing a sound knowledge and leadership base to the grou.

12-15-2006

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Freshfields Bruckhaus Deringer

Freshfields Bruckhaus Deringer advises Permira and KKR on the acquisition of ProSieben.Sat1
Freshfields Bruckhaus Deringer is advising funds held by Permira and KKR and the jointly controlled Lavena Holding 4 GmbH on the acquisition of the stake held by German Media Partner L.P. in ProSieben.Sat 1 Media AG. When the deal is completed KKR/Permira will hold approximately 88 per cent of the voting stock in Lavena Holding 4 GmbH and approximately 13 per cent of the non-voting preferred shares, for a total of approximately 50.5 per cent of the nominal capital of ProSiebenSat.1 Media AG. The transaction is subject to approval by the relevant regulatory authorities.

A Freshfields Bruckhaus Deringer team led by Andreas von Werder and Thomas Tschentscher already advised Permira and KKR last year on the acquisition of the international media group SBS Broadcasting. The Freshfields Bruckhaus Deringer advisory team in the ProSieben.Sat1 transaction comprises 24 lawyers across 4 offices. In the context of this project the Freshfields team worked closely on broadcasting and operations related aspects with a team from Nörr Stiefenhofer Lutz led by Alexander Ritvay. Other law firms advising on the transaction include Simpson Thacher Bartlett LLP (financing) and Sheppard Mullin Richter & Hampton, Los Angeles (US legal aspects).

Freshfields Bruckhaus Deringer has advised Permira and KKR on a number of transactions in recent years. These include advising Permira on its acquisition of debitel and on the subsequent IPO of Premiere AG, and advising KKR on the acquisition of the forklift division of Linde AG and on the IPO of MTU.

12-15-2006

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Freshfields Bruckhaus Deringer

Freshfields advises European Motor Holdings on £263m takeover offer by Inchcape
UK motor retail group European Motor Holdings plc (EMH) and Inchcape plc, a leading international automotive distributor and retailer, today announced they have reached agreement on the terms of a recommended cash offer by Inchcape of 480 pence per share for the whole of the issued and to be issued share capital of EMH. The offer values the existing issued share capital of EMH at approximately £262.9m.

International law firm Freshfields Bruckhaus Deringer advised EMH on the transaction. The Freshfields team was led by corporate partner Julian Long and senior associate Simon Weller and included competition partner Nicholas French and employment, pensions and benefits partner Jocelyn Mitchell, with associates Charles Hayes, Tara Walsh and Katharine O'Neill (all corporate), senior associate Diarmuid Ryan and associate Diane Fiquet (competition) and senior associate Elizabeth Graves (employment).

12-15-2006

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Dickstein Shapiro LLP

Corporate & Finance Group Assists Financial Client In Implementing Acquisition Strategy
Dickstein Shapiro's Corporate & Finance group represented client Sandy Spring Bancorp, Inc. in connection with the preparation and negotiation of definitive agreements to acquire Potomac Bank of Virginia and CN Bancorp, Inc., along with CN Bancorp, Inc.'s subsidiary County National Bank, in two unrelated transactions.

These agreements, the first of which was signed on October 10, 2006, and the second of which was signed on December 13, 2006, have a combined acquisition price in excess of $100 million. The Dickstein Shapiro team was led by Daniel Morgan and included Kenneth Morrow, Patrick McCloskey, and Jonathan Levi.

Dickstein Shapiro's Corporate & Finance group is international in scope and represents some of the world's largest corporations, commercial banks, investment banks, and venture capital firms. The group's practice ranges from small, traditional transactions to large, highly complex transactions and provides a full range of corporate, financial, and transactional legal services to clients. To best meet all the needs and objectives of its clients, the Corporate & Finance group offers the complete resources of the firm for problem-solving and transaction implementation. Regardless of the transaction, Dickstein Shapiro brings to the table its reputation as an innovative, effective, and efficient law firm.

12-15-2006

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

Morgan Stanley, BlueBay and other Senior Lenders in €434 Million Restructuring of Kiekert Group
Cleary Gottlieb represented Morgan Stanley, BlueBay and other senior secured lenders in the restructuring of €434 million of existing debt and corporate restructuring of Kiekert Group, a German-based auto-parts supplier with operations in the U.S., the Czech Republic and Mexico. The transaction closed on December 15.

The restructuring included the repayment of senior claims with the proceeds of a new €173 million term and revolving credit facilities agreement (including a €20 million fresh money facility), secured with collateral located in various jurisdictions, and the waiver of all remaining senior and mezzanine claims in exchange for the transfer by the prior shareholders of 100% of the equity in Kiekert GmbH, the holding company of the Kiekert Group. The new shareholders also provided €20 million in new equity.

12-15-2006

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The Law Firm Of Baker & Daniels LLP

Jon Laramore Appointed to Indiana Board of Law Examiners
Jon Laramore of Baker & Daniels LLP has been appointed to the Indiana Board of Law Examiners. He began serving a five-year term on Dec. 1.

The Board of Law Examiners is appointed by the Indiana Supreme Court and primarily responsible for conducting the Indiana Bar Examination. The board also is charged with ensuring that bar examination candidates have the requisite character and fitness to practice law in Indiana.

Laramore is the lead partner in Baker & Daniels' appellate practice. He is one of Indiana's most experienced appellate practitioners, having briefed and argued hundreds of appeals in state and federal courts in several jurisdictions, including the U.S. Supreme Court, U.S. Court of Appeals for the Seventh Circuit and Indiana Supreme Court. A former government attorney, Jon has acquired special expertise in constitutional and administrative law, and he teaches, writes and speaks frequently about the Indiana Constitution.

Before joining Baker & Daniels, Jon served as legal counsel to Indiana Governors Frank O'Bannon and Joseph E. Kernan. His other service in state government included terms as commissioner of the Department of Local Government Finance and chairman of the State Board of Tax Commissioners. He served for eight years in various capacities in the Indiana Attorney General's Office, including five years supervising the state's appellate practice.

Jon has been chair of the appellate practice section of the Indiana State Bar Association and served on several of the committees that drafted a complete revision of the Indiana Rules of Appellate Procedure, effective in 2001. He was the editor of the Indiana State Bar Association's Appellate Practice Handbook.

12-15-2006

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Lewis and Roca LLP

Lewis and Roca Names Mary Ellen Simonson and Todd Hale Labor and Employment Practice Group Co-Leaders
Mary Ellen Simonson and Todd E. Hale have been named practice group co-leaders for Lewis and Roca’s Labor and Employment Group.

Simonson has 15 years experience in representing a variety of employers in both litigation and counseling, including serving as national employment counsel for a multi-billion dollar company. Her practice includes daily advice to employers on compliance with federal, state and local employment laws, drafting and advising on executive employment agreements, handling EEOC and DOL matters, advice and litigation regarding non-competition and non-solicitation agreements, advice and litigation regarding wrongful termination issues, and coordination and handling of a wide array of employment litigation on a national basis. She has successfully briefed and argued appeals before the Ninth Circuit and Arizona State Court of Appeals, and recently briefed and argued before the Arizona Supreme Court an issue of statewide importance to all public employers. Simonson was selected in 1999 to be the first female lawyer to Chair the Ninth Circuit Judicial Conference. She is extremely active in the community, including currently serving as Chair of the Board for Arizona Women's Education and Employment/AWEE and as a recent appointee to the Governor's Inaugural Committee.

For more than 11 years, Hale has helped businesses manage their employees and successfully resolve employment disputes. He is an experienced trial lawyer who counsels and represents employers in all areas of employment law, including human resources, wrongful termination, harassment/discrimination charges before the ACRD/EEOC, DOL investigations, and employment and noncompetition agreements. His clients include financial institutions, insurance companies, and a variety of small and large businesses. He is also knowledgeable in municipal employment issues, representing Arizona cities and towns in public employee Constitutional claims and Open Meeting and Public Records issues. Hale has successfully tried a variety of employment cases and won employment appeals before the Arizona Court of Appeals the U.S. Courts of Appeal for the Ninth and Tenth Circuits. Hale serves his community as Chairman of the Board of Directors of the Southern Arizona Chapter of the American Red Cross.

This change in leadership comes on the heels of the announcement that labor and employment attorneys Troy Foster, Rick Cohen and Stephanie Cerasano are leaving Lewis and Roca for Ford & Harrison LLP, a boutique employment law firm.

According to Ken Van Winkle, managing partner, the departure of these attorneys is an amicable one and will not impact the firm’s ability to continue to provide labor and employment legal services. In fact, the Labor and Employment practice continues to expand in the Southwest. The depth and breath of the practice continues to grow not only in terms of clientele, but also in the number of attorneys needed to support this growth.

“Our labor and employment practice will continue under the leadership of Mary Ellen and Todd. Mary Ellen and Todd have both been a part of our firm for many years and their guidance will be a valuable asset to the remaining group of attorneys in the practice area,” said Van Winkle.

“The partners and other associates in both Phoenix and Tucson as well as our offices in Nevada and New Mexico will continue to provide the legal guidance in the area of Labor and Employment that our clients have come to expect.

12-15-2006

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