Law Firm News

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Law Firm News

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25383 matches |  20161-20167 displayed

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Leonard, Street and Deinard

Securities and Compensation & Employee Benefits Alert - August 2006
Following up on proposed regulations released this past January, the Securities and Exchange Commission (SEC) voted on July 26, 2006, to adopt new disclosure rules for executive compensation and related matters. These changes will require greater disclosure of compensation for corporate executives and directors, related person transactions, securities ownership by corporate officers and directors, director independence and other corporate governance matters.

Compensation Discussion and Analysis
New company disclosure in the form of a Compensation Discussion and Analysis will address the objectives and implementation of executive compensation programs, focusing on the most important factors underlying each company's compensation policies and decisions. A new furnished Compensation Committee Report will require a statement of whether the compensation committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on this review and discussion, recommended that it be included in the company's annual report on Form 10-K and proxy statement.

Executive and Director Compensation
The new rules will require disclosure for the principal executive officer, principal financial officer and three other highest paid executive officers in three main categories: (1) compensation over the last three years, including information on the dollar value for equity-based awards, non-equity incentive plans, the value of pension benefits and total compensation; (2) holdings of outstanding equity-related interests received as compensation that are the source of future gains; and (3) retirement plans, deferred compensation (including executive deferred amounts, company deferred amounts and withdrawals) and other post-employment payments and benefits. The new disclosure will be made in both narrative and tabular form. Director compensation for the prior fiscal year will be disclosed in a director compensation table (along with a related narrative), which will be similar in format to the summary compensation table used to disclose executive compensation.

Disclosure Related to Option Grants
Companies will now be required to make tabular and narrative disclosure related to stock option grants and the company's stock option grant practices. The new tables will require the following information about each stock option grant:

* the grant date fair value;
* the FAS 123R grant date;
* the closing market price on the grant date, if it is greater than the exercise price of the award; and
* the date the compensation committee or full board of directors took action to grant the award if that date is different than the grant date.

Additional disclosure will be required regarding grant dates for awards or methods a company uses to select the terms of awards. Companies will also be required to include disclosures relating to any programs, plans or practices to time option grants to executives, the role of the compensation committee with respect to such programs, plans or practices, and the timing of stock option grants with the release of material non-public information.

Related Person Transactions
The new rules modernize and streamline the related person transaction disclosure requirements by:

* increasing the dollar threshold for reported transactions from $60,000 to $120,000;
* requiring disclosure of company policies and procedures for the review and approval of related person transactions;
* eliminating distinctions between indebtedness and other types of related person transactions and eliminating requirements for the disclosure of specific types of director relationships; and
* specifying exceptions to the disclosure requirements.

Director Independence and Other Corporate Governance Matters
A new Item 407 of Regulations S-K and S-B consolidates existing disclosure requirements relating to director independence and corporate governance, in most cases without substantive change, and updates director independence disclosure requirements to meet the current requirements and listing standards of the Securities and Exchange Commission.

Security Ownership of Officers and Directors
The new rules will require disclosure of the number of shares pledged by management, and the inclusion of directors' qualifying shares in the total amount of securities owned.

Form 8-K
Form 8-K disclosure requirements have been modified to capture certain employment arrangements for named executive officers. The new rules also consolidate all Form 8-K disclosure regarding employment arrangements under a single item.

Plain English
The new rules require that information be provided in plain English.

Compliance
The new rules will generally require disclosure requirements to be met with respect to filings with the SEC on or after December 15, 2006. For Form 8-K filings, compliance will be required for triggering events that occur 60 days or more after the new rules are published in the Federal Register.

Questions?
If you have any questions, please contact Bruce McNeil at 612-335-1783 in our Compensation and Employee Benefits practice group, or Steve Quinlivan at 612-335-7076 or Marci Winga at 612-335-1784 in our Securities practice group.

08-14-2006

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Weil, Gotshal & Manges, LLP

Weil Gotshal Advises BOT Elektrownia Belchatow S.A. in 1.6 Billion Euro Transaction
Weil, Gotshal & Manges attorneys from the Warsaw, London and New York offices teamed up to successfully represent BOT Elektrownia Belchatow S.A. in a €1.6 billion transaction designed to finance the €880 million construction of a new electricity generating plant and the modernization of the existing plant. The financing is provided by a consortium of several banks, including CitiBank, ING Bank, Nordic Investment Bank, European Investment Bank and EBRD. The deal was one of the largest construction energy finance transactions in Central and Eastern Europe to date.

The Weil Gotshal team working on this transaction was led by Roman Rewald and included Elaine Stangland, Beata Barwinska, Robert Krasnodebski, Maciej Tomaszewski, Marta Mankiewicz, Lukasz Szatkowski, Marcin Iwaniszyn, Beata Wilecka, Gohar Lputian and Matthew Shankland.

08-14-2006

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Gunster, Yoakley & Stewart, P.A.

SEVEN GUNSTER YOAKLEY ATTORNEYS NAMED FLORIDA TREND’S “LEGAL ELITE”
Seven attorneys from the Ft. Lauderdale, Miami and West Palm Beach offices of Gunster, Yoakley & Stewart, P.A. have been recognized as Florida Trend magazine’s “Legal Elite,” a prestigious list of the top 1.8 percent of Florida Bar members as ranked by their legal peers.

David Bates is a shareholder in the West Palm Beach office and the co-chair of the firm’s Technology Practice Group and Emerging Company Practice Group. He concentrates his practice in the areas of buying and selling businesses, corporate transactions, technology and intellectual property law and venture capital.

Bette Kester Conrad is a private wealth services attorney and shareholder in the West Palm Beach office. She concentrates her practice in trusts and estates planning, guardianships, prenuptial agreements, related tax preparation and audit defense, probate/estate and trust administration and residential real estate transactions.

Mikki Canton is a corporate attorney and shareholder in the Miami office. She also serves as the Miami office chair and the chair of Corporate Strategic Counseling and Public Affairs Group. She concentrates her practice in business, administrative and public law, entertainment law, corporate diversity counseling and legislative affairs.

Joseph Curley is a litigation attorney and shareholder in the West Palm Beach office. He is the chair of the firm’s Employment Law Practice Group and concentrates his practice in complex employment and commercial litigation.

Arthur Furia is a corporate attorney and shareholder in the firm’s Miami office. He concentrates his practice in domestic and international business planning, partnership formation and joint ventures, mergers and acquisitions, and distribution and licensing.

Robert Hackleman is a litigation attorney and shareholder in the Ft. Lauderdale office. He is the chair of the firm’s Litigation Department and concentrates his practice in prosecution and defense of significant business lawsuits in federal and state court.

Meenu Sasser is a litigation attorney and shareholder in the West Palm Beach office. She is board certified in business litigation and is AV-rated by Martindale-Hubbell’s independent peer rating system. She concentrates her practice in commercial, intellectual property, general civil and employment litigation. Sasser is the president-elect of the Palm Beach County Bar Association.

Gunster Yoakley, 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.

08-14-2006

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Vedder Price Kaufman Kammholz

Vedder Price Opens Washington Office; Expands Equipment Finance Practice
The law firm of Vedder Price will open a Washington, D. C. office effective August 15. Edward K. Gross, formerly a principal at Ober Kaler and a former Chair of that firm’s Lending and Leasing Group, will join Vedder Price’s world-class Equipment Finance Group. Mr. Gross represents bank-affiliated and large independent equipment financing companies in all aspects of equipment finance, especially business aircraft financings. This representation includes documenting, structuring, negotiating, syndicating, and enforcing equipment finance transactions for more than 20 years. Many clients rely on Mr. Gross in syndication transactions, including large portfolio purchases, “one-off” sale and assignments, discounting, back-leveraging and participation transactions. He has prepared middle and capital markets lease, loan and syndication forms for some of the largest equipment finance companies in the industry. Mr. Gross has been involved in hundreds of such transactions totaling billions of dollars.

He counsels clients regarding the financing of all types of business aircraft, including large and small jets, turbo prop and smaller aircraft and helicopters. These transactions vary in structure, including managed and/or chartered aircraft, fractional and “pay card” arrangements, tax-motivated or synthetic structures and foreign registered aircraft, used by businesses, governmental entities or high net-worth individual users. Mr. Gross has worked on financings, syndications and portfolio sales involving aircraft having an aggregate value of billions of dollars.

Dean N. Gerber, who chairs Vedder Price’s Equipment and Aviation Finance Practice. said: “we are indeed fortunate to be able to open in Washington with someone like Ed Gross. He is a leading light in the business aviation market and his skills and experience add significant depth and dimension to our existing equipment finance and aircraft and finance practices.”

“This represents an important expansion for Vedder Price,” commented Michael A. Nemeroff, firm President. “A Washington presence is important for our clients and the addition of Ed Gross provides additional expertise that can be made available to all of the firm’s equipment finance, leasing and lending clients.”

Mr. Gross is a graduate of the University of Maryland (B.A., 1978) and the University of Baltimore School of Law (J.D., 1981). He is a long-term and active member of the Equipment Leasing Association, having served on the Board of Directors (2000-2003) and the Legal Committee, and he presently serves on the Government Affairs Committee and as chair of the newly formed Cape Town Convention Subcommittee. He is a member of the District of Columbia and American Bar Associations and is admitted to practice in Maryland and the District of Columbia.

Mr. Gross is a prolific writer and commentator, having contributed numerous articles in the Journal of Equipment Lease Financing, Leader’s Equipment Leasing Newsletter and other related journals. He has also contributed to treatises, including Chapter 28, “Middle-Market Leasing and Syndication,” Equipment Leasing–Leveraged Leasing, Volume 2, Practicing Law Institute, 1999, Updated 2005 and co-authored Chapter 3A, “Equipment Finance Leasing Documents and Article 9 of the Uniform Commercial Code” Equipment Leasing–Leveraged Leasing, Volume 1, Practicing Law Institute, 2004; and Lecturer at numerous seminars, including, ALI-ABA Conference: “the New Uniform Commercial Code,” 2004 and 2005; WebCredenza Article 2A Update Seminar 2005; Lessors Network Funding Conference, 2005 and 2006; the Strategic Research Institute: FAA Aircraft Registration, Lien & Security Interests Seminars in 2003 and 2004, and Cape Town Convention & Aircraft Protocol, 2006, ABA Aircraft Financing Subcommittee, Business Aircraft Financing, 2005, and the Equipment Leasing Association Legal Forum, 1990-1997, 1999, 2000, 2002, 2004 and 2005.

Vedder Price is one of the premier aircraft finance law firms in the world. Members of the Vedder Price Equipment Finance Group represent lessees, lessors, financiers and related parties, both domestic and international, in a broad range of aircraft finance transactions. Vedder Price attorneys have extensive experience in structuring and negotiating:

• leveraged leases (both on- and off-balance sheet)


• conditional sales

• operating leases


• sale/leasebacks

• mortgage financings


• securitizations (including equipment trust and pass-through certificates)

• cross-border and municipal leases


• multiple-layered debt financings

• export finance leases


• manufacturer-supported financings

• subleases


• government-supported financings

Vedder Price attorneys are recognized leaders in the aircraft finance field, regularly speaking at industry seminars and authoring treatise chapters and trade journal articles. Our prominence in the area has enabled us to develop valuable relationships with a wide variety of industry participants. In 2004, Euromoney Publications ranked Vedder Price as one of the top aviation law firms in the world, with eight of our aircraft finance attorneys included in its Guide to World’s Leading Aviation Lawyers. In 2003, Aircraft Economics ranked Vedder Price the second best aviation finance law firm worldwide (tied with three other firms).

In 2004, the firm’s work on behalf of Jet Blue’s $431 million EETC financing was recognized by the AirFinance Journal as the “Most Innovative Deal of the Year.” In 2005 and again in 2006, Chambers & Partners (America’s Leading Lawyers for Business) ranked Vedder Price as the leading aviation law firm in the United States (tied with two other firms)

08-14-2006

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Porter, Wright, Morris & Arthur, L.L.P.

Holton Joins Dean's Advisory Board for University of Detroit Mercy School of Law
University of Detroit Mercy recently invited Thomas A. Holton of Porter Wright Morris & Arthur to join its Dean's Advisory Board for the School of Law. University of Detroit Mercy, a Catholic university in the Jesuit and Mercy traditions and Michigan's oldest and largest Catholic university, exists to provide excellent student-centered undergraduate and graduate education in an urban context. The Dean's Advisory Board assembles "judges, corporate counsel, and partners from firms across the country to review the UDM School of Law curriculum and provide feedback. This board enables the School to get advice from some of the most respected legal minds in the country and incorporate their input into the curriculum.

08-14-2006

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Lathrop & Gage LLP

Amy Blunt Joins Lathrop & Gage
Amy R. Blunt has joined Lathrop & Gage L.C., as Of Counsel in its government relations department. She will split her time between the firm’s Kansas City and Washington D.C., offices.

Blunt will concentrate primarily on government relations work including campaign and election law, Federal Election Commission (FEC) compliance, administrative and legislative advocacy and public policy consulting.

“Amy Blunt is a significant addition to our federal government relations practice,” said Tom Stewart, managing partner. “She will help us continue to build our Washington D.C., office and add depth to our local and regional practice, especially in the area of election law. With the increasing sophistication and complexity of campaign finance law, businesses and candidates need the kind of expert guidance Amy can bring to make certain they are in compliance.”

Blunt said she came to Lathrop & Gage because of the firm's extensive focus on campaign and election law. “I was excited about the opportunity to work with attorneys who are nationally recognized experts in the field of campaign and election law. I am particularly pleased to join Thor Hearne, the national election counsel to the Bush-Cheney 2004 re-election campaign,” she said. “The depth of the practice here allows me to build upon my work in FEC compliance issues, while continuing to develop my public policy practice.”

Blunt is the most recent addition to Lathrop's growing government relations practice. Among others, the firm added Mary Birch, former president of the Overland Park Chamber of Commerce, in 2005, and Jack Craft in 2004.

Blunt clerked for the Honorable John C. Crow, Missouri Court of Appeals, Southern District before serving as in-house counsel for both Ferrellgas and Aquila in Kansas City. Prior to joining Lathrop & Gage, Blunt practiced at Blackwell Sanders Peper Martin LLP. Blunt received a B.S. Ed., from the University of Missouri-Columbia in 1995 and her J.D., at the University of Missouri-Columbia School of Law in 1998.

08-14-2006

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Rendigs, Fry, Kiely & Dennis, L.L.P.

Rendigs, Fry, Kiely & Dennis, L.L.P. Attorney, Paul W. McCartney, Obtained Unanimous Defense Verdict in Medical Malpractice Suit
Paul W. McCartney recently received a unanimous defense verdict in a 2 ½ week medical malpractice trial in Hamilton Co. Court of Common Pleas (Cincinnati). Mr. McCartney represented two family practice physicians who allegedly failed to timely diagnose an extremely rare form of meningitis. A consultant neurologist was also a defendant. The jury took less than 30 minutes to deliberate and decided that none of the defendants were negligent.

Rendigs, Fry, Kiely & Dennis, L.L.P., located in Cincinnati, Ohio, is a premier full-service law firm. Comprising more than 35 attorneys, our team continues the tradition of providing comprehensive legal counsel and litigation services to a full spectrum of individual and corporate clients. Our services include estate planning and probate, employment law, real estate, government and public contracting, construction law, healthcare, insurance, litigation, criminal defense, environmental law, civil rights, and personal and family services. For more information about Rendigs, Fry, Kiely & Dennis, L.L.P. and our portfolio of services, go to: www.rendigs.com.

08-14-2006

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