Law Firm News

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Hughes & Luce, L.L.P.

High Court Makes Noncompete Covenants Easier to Enforce
This Texas Lawyer story looks at a Texas Supreme Court decision that breathed new life into noncompete covenants previously thought to be unenforceable. Quoted in this story on the decision in Alex Sheshunoff Management Services v. Johnson, et al., was Hughes & Luce partner Robert Wood, who focuses much of his practice on noncompete agreements.

In Alex, a unanimous Supreme Court held on Oct. 20 that an at-will employee's agreement not to compete with an employer after he left the job is enforceable. But the Supreme Court majority also modified the court's 1994 decision in Light v. Centel Cellular Co., holding that an at-will employee's noncompete covenant becomes enforceable when the employer makes good on the promises it made in exchange for the employee's agreement not to compete.

From the article:

'Wood says the Supreme Court's decision provides clarity that has been needed for a long time.

"It means that noncompete agreements signed for years, stuck in somebody's personnel file and thought to be unenforceable, may be enforceable," Wood says of the Sheshunoff decision.

Wood, who represents employers in noncompete disputes, says a noncompete agreement typically is contained in a larger employment agreement. He says the noncompete agreement must be ancillary to an otherwise enforceable agreement, and the employer and employee are making mutual promises.

10-30-2006

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Hiscock & Barclay, LLP

Lisandrelli Joins Hiscock & Barclay
Kathryn A. Lisandrelli (Amherst resident) joins the Buffalo office of Hiscock & Barclay, LLP as an Associate Attorney.

Lisandrelli, whose admission to practice in New York is pending, focuses on legal services for businesses, including labor and employment matters, employee benefits, corporate law, financial services, tax, and international business. She is a graduate of University at Buffalo Law School, The State University of New York, (J.D., 2006) and University at Buffalo, The State University of New York, (B.A., 2003, cum laude). Lisandrelli is a member of the American Bar Association, New York State Bar Association, Erie County Bar Association, and Women’s Bar Association of New York.

10-30-2006

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Healy & Baillie, L.L.P.

Michael J. Hanlon Joins Board of Leading Healthcare Provider
Blank Rome LLP is pleased to announce that Michael J. Hanlon has been named to the Board of Directors of the Crozer-Keystone Health System. Based in Blank Rome’s Philadelphia office, Mr. Hanlon serves as the Firm’s Employment, Labor, and Benefits Practice Group Leader.

The Board of Directors is comprised of 21 members and is responsible for the overall strategic direction of the Crozer-Keystone Health System. Its membership includes representatives from the business community, clinical staff and various professionals.

At Blank Rome, Mr. Hanlon counsels large publicly traded corporations, government entities, and other employers in all areas of employment law. In addition, Mr. Hanlon provides guidance on matters of traditional labor law, union avoidance and acting as chief negotiator in collective bargaining. Mr. Hanlon’s practice also includes litigation before courts and various federal and state agencies on matters involving discrimination, harassment, safety including OSHA; and Fair Labor Standards Act claims.

Mr. Hanlon frequently lectures, develops and delivers training to management regarding personnel issues, litigation avoidance and the use of organization development tools, including Total Quality Management and other similar systems.

Admitted to practice in Pennsylvania, Mr. Hanlon received his law degree from Villanova University School of Law and a Bachelor of Science from the Wharton School of the University of Pennsylvania.

10-30-2006

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Haskell, Slaughter, Young & Gallion, L.L.C.

HASKELL SLAUGHTER'S FINCH CONTRIBUTES CHAPTER ON ALABAMA LAW TO "INSURANCE BAD FAITH - A COMPENDIUM OF STATE LAW"
Haskell Slaughter Young & Rediker, LLC partner F. Lane Finch, Jr., is one of three contributing editors to a on Alabama law in the new book "Insurance Bad Faith - A Compendium of State Law (2006)." The title is being published by the Defense Research Institute (DRI) as part of its Defense Library Series. Mr. Finch also writes the Alabama update for the DRI e-zine "Covered Events."

The compendium explores the elements of a bad faith claim in every state. Written by leading attorneys who specialize in insurance defense and coverage, this guide is a must-have for all insurance carriers and their in-house lawyers, claims adjusters and claims managers. The book covers the following topics for each jurisdiction:

· Statutory and common law bases for bad faith claims,
· Third party bad faith claims,
· Excess carrier claims against primary carriers,
· Claims for extra-contractual liability,
· Expert evidence issues,
· Applicable statute of limitations,
· Defenses,
· Punitive damages,
· Consequential damages,
· Damages for emotional distress,
· Circumstances warranting bifurcation of compensatory and punitive damage claims,
· Attorneys' fees,
· Effect of a bankruptcy petition,
· Reverse bad faith, and
· Significant cases.

10-30-2006

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Hangley Aronchick Segal & Pudlin

Hangley Aronchick Segal & Pudlin Attorney Amy Clothier Gaudion to Receive American Red Cross Rising Star Award
Amy Clothier Gaudion, an associate with the law firm of Hangley Aronchick Segal & Pudlin’s Harrisburg office, will receive the 2006 Rising Star Award at the American Red Cross Southeastern Pennsylvania Chapter 13th Anniversary Spectrum Awards Breakfast on Wednesday, November 1, 2006. The 2006 Spectrum Awards honor and recognize the special accomplishments of women in the Greater Philadelphia region who exemplify the principles of the Red Cross and have distinguished themselves as corporate and community leaders. Ms. Gaudion is being recognized for her work in combating domestic violence and her general efforts to better the lives of women in Pennsylvania.

Ms. Gaudion is an associate in Hangley Aronchick Segal & Pudlin’s Litigation Department. She concentrates her practice in antitrust law and civil litigation. Ms. Gaudion serves on the Pennsylvania Commission for Women and is a member of the Dauphin County, Philadelphia, Pennsylvania, American and Federal Bar Associations.

10-30-2006

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Hancock, Rothert & Bunshoft, L.L.P.

Duane Morris, Baker Hostetler Work Out $6.2 Bil. Deal
When Duane Morris Chicago corporate partner David J. Kaufman helped put together a $6.2 billion merger that would have his client, Inland Retail Real Estate Trust, taken under the leadership of Developers Diversified, he figured the chances of working for Developers Diversified were unlikely.

Fortunately though for Kaufman, Inland Retail has several related businesses - some larger than Inland Retail - that could continue to keep him busy.

Over the past few years, Kaufman had handled some stock offerings on behalf of Inland Retail, a operator and developer of community centers, and completed a $200 million internalization transaction for the company in which it bought the property management affiliates that staffed its stores.

In its original prospectus, Inland Retail told its shareholders that within six to eight years it would review its options and either sell the company, list and trade its stock or continue with the status quo, Kaufman said.

That review of its liquidity started about eight or nine months ago, and Kaufman said it was eventually the company's financial adviser, Bank of America, that convinced the board that now was a good time to sell given the current real estate market.

Kaufman said Inland Retail put together a "narrow auction" considering there are only a few companies who could afford a $6 billion purchase.

The hardest challenge for Kaufman, he said, was distancing himself and his client from one of the bidders, another Inland company.

Inland Real Estate Corp. also took part in the auction, and Kaufman said procedures needed to be created to make sure the company didn't use its relationship with Inland Retail to its advantage.

Developers Diversified ultimately won the bid, and it was just a "couple of very long days" in between the final bids and the signing of the agreement, Kaufman said.

"Getting to the signing gets you 40 percent done," he said, adding that the deal is expected to close by the end of the first quarter of 2007. The agreement was signed on Oct. 20.

As part of the merger agreement, Developers Diversified retains the possibility of selling some of its newly acquired assets at the time of closing, Kaufman said.

Inland Retail shareholders have to vote to approve the merger and Kaufman said he would be working on preparing the proxy statement.

Developers Diversified has partnered with an investment company in this transaction, and Kaufman said he expects to work with them on a more frequent basis as the deal nears closing.

To put the deal together, Duane Morris used attorneys from its Houston, Los Angeles, Philadelphia and Chicago offices in the practice areas of real estate, environmental law, employee benefits and tax, he said. This was the largest deal in Duane Morris' history.

Assisting Kaufman from the Chicago office were partner Michael A. Witt and associates Nicholas O. Isaacson and Dietrich A. Loos.

Chicago-based Baker & Hostetler represented Developers Diversified under the leadership of Cleveland partners Ronald A. Stepanovic and Matthew D. Graban. They were unavailable for comment at the time of publication.

Deal Details
Under the terms of the agreement, Developers Diversified will acquire all of the outstanding shares of Inland Retail for a cash price of $14 per share. Developers Diversified may elect to issue up to $4 per share of the total merger consideration in the form of Developers Diversified common stock.

The transaction has a total enterprise value of approximately $6.2 billion. This amount includes approximately $2.3 billion of existing debt, a significant portion of which is expected to be prepaid at closing. Inland Retail's real estate portfolio aggregates 307 community centers, neighborhood shopping centers and single tenant/net leased retail properties, comprising 43.6 million square feet of total gross leaseable area.

Developers Diversified has reached agreement with a major U.S. institutional investor on a joint venture, which will acquire 67 of Inland Retail's community center assets for approximately $3 billion of total asset value. The joint venture will be leveraged up to 60 percent loan to value, and Developers Diversified will contribute 15 percent of the equity.

Developers Diversified will also earn a promoted interest equal to 20 percent of the cash flow of the joint venture after the partners have received an internal rate of return equal to 10 percent on their equity investment. Additionally, Developers Diversified has received financing commitments totaling in excess of $3 billion, which it may use to fund all or a portion of the total merger consideration.

Inland Retail's properties are leased at 95 percent occupancy. Its portfolio is made up of 116 community centers, 97 neighborhood shopping centers, 91 single-tenant assets and three lifestyle, hybrid assets. About 70 percent of the assets are located throughout Georgia, Florida, North Carolina, South Carolina and Virginia. The top five tenants in these facilities are Target, Wal-Mart, Publix, Lowe's Home Improvement and Kroger.

Developers Diversified will also be acquiring a pipeline of five projects and other potential expansion and redevelopment projects.

Following the merger, Developers Diversified will own or manage more than 800 shopping centers in 45 states, plus Puerto Rico and Brazil, comprising 162 million square feet.

10-30-2006

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Gunster, Yoakley & Stewart, P.A.

GUNSTER YOAKLEY SHAREHOLDER RECOGNIZED KEY LEGAL PARTNER
David G. Bates, a shareholder with Gunster, Yoakley & Stewart, P.A. in West Palm Beach, and co-chair of the firm's Technology Practice Group and Emerging Company Practice Group, was recently named by the South Florida Business Journal, the Key Partner in South Florida law firms for the area of business law. This award recognized him as one of the top attorneys in South Florida.

Bates concentrates his practice in the areas of buying and selling businesses; business law; internet and technology; and venture capital. He has authored a number of articles on these topics for many national and regional business and legal publications.

The West Palm Beach office of Gunster Yoakley is Palm Beach County’s oldest and largest full-service law firm. The firm, established in 1925, offers a broad range of legal services to its impressive client base of businesses, institutions, local governments and prominent individuals. Gunster Yoakley has offices in Fort Lauderdale, Miami, Palm Beach, Stuart, Vero Beach and West Palm Beach. Gunster Yoakley is home to 130 attorneys and more than 200 dedicated support staff providing counsel to clients through numerous practice groups including corporate, litigation, real estate and trusts and estates. For more information, visit www.gunster.com, or call (800) 749-1980.

10-30-2006

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