Law Firm News

---

Law Firm News

Firm Name

News Title

News

News Date

25383 matches |  20917-20923 displayed

1  2986 2987 2988 2989 2990  3627

---

Dorsey & Whitney, L.L.P.

Dorsey & Whitney LLP the Best Corporate Law Firm in Minneapolis According to Corporate Board Member Magazine
Corporate Board Member magazine has announced the results of its sixth annual Legal Industry Research Study, sponsored by FTI, a Baltimore-based consulting firm. For the sixth consecutive year, directors working in Minneapolis named Dorsey & Whitney the best corporate law firm in Minneapolis.

Corporate Board Member/FTI’s annual study identifies the top 20 national corporate law firms and the top five corporate law firms in 25 major metropolitan areas, according to directors serving on boards of publicly traded companies listed with the NASDAQ Stock Market, New York Stock Exchange, or American Stock Exchange.

The top five corporate firms in Minneapolis for 2006 (with 2005 rankings in parenthesis), according to the directors surveyed by Corporate Board Member/FTI, are:

1. Dorsey & Whitney LLP (1)
2. Faegre & Benson LLP (2)
3. Fredrikson & Byron PA (3)
4. (tie) Leonard Street & Deinard PA (-)
4. (tie) Lindquist & Vennum PLLP (4)

“Law firms especially value our rankings because they come not from their peers—other lawyers—but from the corporate officers, directors, and in-house attorneys who hire law firms and pay their bills,” said William S. Rukeyser, editorial director of Corporate Board Member.

Directors and general counsel across the country named Skadden, Arps, Slate, Meagher & Flom the firm they would most likely turn to for legal issues with a national scope. The complete national and metropolitan rankings will appear in the July/August issue of Corporate Board Member and can be accessed online at www.boardmember.com/issues/current.

07-31-2006

---

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

Duane Morris LLP Announces Formation of Stock Options/Incentive Compensation Task Force
The practice of granting and exercising stock options and other stock-based incentives and the complex issues surrounding these practices are front-page news almost every day.

In view of numerous reports concerning whether stock options were ""backdated"" or companies engaged in ""spring-loading,"" as well as recent indictments, analysts estimate that thousands of publicly traded companies may have engaged in improper or incomplete option granting and dating practices.

In response, Duane Morris LLP, an international law firm with more than 600 lawyers, has formally organized its attorneys who are currently representing companies and boards in these investigations into a Stock Options Task Force. This Task Force, composed of attorneys from various practice areas and geographic locations, will continue its work with public companies in stock option issues, including internal and SEC investigations, securities filings and restatements, tax, accounting and Sarbanes-Oxley issues.

The Task Force is co-chaired by the following partners: litigation partner Karen S. Crawford (San Diego), who headed the Duane Morris investigation of Fannie Mae on behalf of the Office of Federal Housing Enterprise Oversight, and corporate partner Charles Harrell (Houston).

Other Task Force members include corporate partner David Kaufman in Chicago, employee benefits partner Michael Gradisek in Philadelphia, tax partner Victor Keen in Philadelphia, litigation partner Anthony Costantini in New York, trial partner Michael Mustokoff in Philadelphia, and corporate partners Blake Allen in San Diego and Shelton Vaughan in Houston. The Task Force includes attorneys with extensive experience representing companies, boards of directors and special committees in connection with SEC inquiries and investigations, securities offerings and compliance, financial restatements, internal controls, corporate governance, tax, criminal law and procedure, and shareholder litigation.

Duane Morris Chairman Sheldon Bonovitz noted, ""Since it has now been estimated that at least 2,000 publicly traded companies may have engaged in questionable options practices, all public companies should, and may even have fiduciary duties to, carefully examine their past and current stock option practices. In particular, tech companies and healthcare companies face special issues regarding option grant practices, and we bring significant experience to bear in these areas. Our seasoned lawyers and professionals work closely with companies and board committees using a multidisciplinary approach that is comprehensive, yet cost-effective, to address these challenging issues.

07-31-2006

---

Kelley, Drye & Warren, LLP

Kelley Drye Represents Japanese Investment Group in $20M Transaction with Leading Animation Distributor
Kelley Drye represented investment group Japanese Contents Investment, as well as parent company Sojitz Corp. and subsidiary ARM Corp, in their investment in, and strategic alliance with, A.D. Vision. A.D. Vision is the parent company to ADV Films, a leading distributor of Japanese animation known as ""anime."" As reported in the industry publication Video Business, the infusion of funds will allow A.D. Vision to acquire new content and take advantage of the extensive experience and global network Sojitz offers in digital delivery systems and new media. In addition to the credit facility provided by ARM Corp, Japan Contents Investment made an equity investment in the animation company. Bio of Involved Attorney:
Jane E. Jablons, Partner

07-31-2006

---

Jenner & Block LLP

Government Announces First Criminal and Civil Cases Focused on Options Timing
On July 20, the United States Attorney for the Northern District of California filed criminal charges of securities fraud against Gregory L. Reyes, former CEO of Brocade Communications Systems, Inc., and Stephanie Jensen, Brocade’s former Vice President of Human Resources. In addition, the SEC filed civil charges against Reyes and Jensen, as well as against Antonio Canova, Brocade's former Chief Financial Officer and Vice President of Finance. Along with securities fraud, the civil charges included making false statements to auditors, falsifying Brocade's books and records, aiding and abetting the company's accounting and internal controls violations, and filing false certifications with the SEC (a charge limited to Reyes and Canova).

The heart of the charges is that Reyes allegedly directed a scheme to backdate options and falsify the company's books and records to understate expenses and overstate income significantly. While today all options have to be expensed, under the accounting rules at the time in question, options issued at the market price at the time of the grant did not have to be expensed. Options issued at below the market price at the time of the option grant did have to be expensed. According to the charges, by pretending that options had been issued at the market price at some time in the past when the stock price was lower than it was at the time of the grant, the company improperly evaded the requirement to expense these options. The SEC's complaint further alleges that the defendants benefited from the fraud by selling Brocade stock when the stock price was inflated by the overstated earnings and by receiving bonuses and stock options.

Other option timing and related cases are sure to follow. At a press conference yesterday, Linda Thomsen, the SEC's Director of Enforcement, said that the SEC has more than 80 option timing investigations underway. The United States Attorney for the Northern District of California said that his office also had a substantial number of cases under criminal investigation beyond the investigation of Brocade.

Brocade itself was not charged yesterday. Interestingly, the company issued a press release saying that it had negotiated a settlement with the SEC Staff and had agreed to pay a $7 million penalty but that the agreement was subject to approval by the Commission itself. Usually, when the Commission is ready to charge individuals and has a settlement in hand with the company, the Commission will announce both at the same time. While there are many possibilities, one possible explanation for the Commission’s failure to do so here might be that the Commission does not share the SEC Staff's eagerness to impose harsh penalties on companies themselves, such as the $7 million penalty the SEC Staff negotiated with Brocade.

Whether or not this guess turns out to be correct remains to be seen, but given the possibility that the Commission is reluctant to impose penalties on public companies in option timing cases, it is all the more important not to give the SEC Staff ammunition to argue for a company penalty in these cases. This means full compliance with the standards for cooperation that the SEC promulgated in the ""Seaboard Order"" in 2001 (formally known as Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934 and Commission Statement on the Relationship of Cooperation to Agency Enforcement Decisions, http://www.sec.gov/litigation/investreport/34-44969.htm). The core elements are self-policing, conducting an independent internal investigation of possible violations, self-reporting and cooperation with the SEC. Failure to comply almost always results in tougher remedies. Compliance with the Seaboard requirements can sometimes temper the remedies imposed by the Commission. Compliance may make a critical difference in the outcome for companies involved in the option timing investigations.

07-31-2006

---

Jenner & Block LLP

Securities and Exchange Commission Adopts New Executive Compensation and Related-Party Transaction Disclosures
"At an open meeting held July 26, 2006, the Securities and Exchange Commission voted to adopt changes to the disclosure rules regarding executive compensation, related-party transactions and independence of board members and board committees. The rule changes introduce detailed requirements for disclosure of executive compensation, including executive salary, bonuses, the dollar value of pension benefits, ""above-market"" earnings on deferred compensation and perquisites exceeding $10,000 a year. The rules also include enhanced disclosure regarding option grant practices. The SEC did not adopt but re-proposed a modified version of its proposal requiring disclosure for each of the three most highly compensated employees whose total compensation is greater than any named executive officer.

The new rules take effect beginning December 15, 2006, requiring compliance in Annual Reports on Form 10-K for fiscal years ending on or after December 15, 2006, and proxy statements, information statements and registration statements filed on or after December 15, 2006. Compliance is required in Current Reports on Form 8-K for triggering events that occur 60 days or more after publication of the new rules in the Federal Register.

The full text of the new rules is not yet available. Accordingly, the description provided in this Client Alert is based on the statements made by the Commissioners and SEC staff at the open meeting.

Executive and Director Compensation
Summary Compensation Table

The Summary Compensation Table is the primary vehicle for executive compensation disclosure. The table will include a ""total compensation"" amount representing the sum of the amounts disclosed in each column. The SEC intends the ""total compensation"" column to allow investors more easily to compare compensation from one company to another. The table will include:

a column reporting the amount of compensation under non-equity incentive plans;
columns showing the dollar value for stock and options based on the grant date fair value of the award determined pursuant to FAS 123R (Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 123);
a column reporting the annual change in the actuarial present value of accumulated pension benefits and above-market or preferential earnings on non-qualified deferred compensation;
a column showing the aggregate amount of all other compensation not reported in the other columns of the table, including perquisites of an aggregate amount greater than $10,000; and
a column reporting total compensation.
Compensation Discussion and Analysis Section

The new Compensation Discussion and Analysis section (""CD&A"") calls for a principles-based, plain English overview of executive compensation modeled after the MD&A. The CD&A was adopted substantially as proposed but will now require specific disclosure regarding the company's programs, plans and practices for the timing of stock option grants and the establishment of option exercise prices. The CD&A must be ""filed"" (and not ""furnished"") and will therefore be subject to the CEO and CFO certifications required by Sarbanes-Oxley.

Compensation Committee Report
Although the CD&A is intended to replace the traditional Compensation Committee Report, a new Compensation Committee Report modeled on the Audit Committee Report must state whether the compensation committee has reviewed and discussed the CD&A with management and whether, based on this review, it recommends that the CD&A be included in the company's Annual Report on Form 10-K and proxy statement. The Compensation Committee Report will be ""furnished"" over the names of the compensation committee members but not ""filed"" with the SEC.

Performance Graph
The adopted rules retain the Performance Graph but move it to Item 201 of Regulation S-K, which currently covers the market price of common equity and related matters.

Option Grants Disclosure
In acknowledgement of the recent attention to stock option timing issues, the adopted rules require additional disclosure with respect to stock option grants. The Grants of Plan-Based Awards Table will require tabular disclosure of:

grant date (as determined under FAS 123R);
fair value on the grant date (as determined under FAS 123R);
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 different from the grant date.
In addition, the CD&A will require narrative disclosure about a company's option grant practices, including the timing of equity grants in coordination with the release of material non-public information and the selection of exercise prices that differ from the underlying stock price on the grant date.

Re-Issuance of Proposed Disclosure For Three Most Highly Paid Individuals With Compensation Exceeding Named Executive Officers
The SEC re-proposed a modified version of its proposal requiring disclosure for each of the three most highly compensated employees whose total compensation is greater than any named executive officer. This disclosure would be required only of large accelerated filers (companies with over $700 million in market capitalization). In addition, the rule would only cover employees with responsibility for significant policy decisions within the parent company, a significant subsidiary or a principal business unit, division or function. This change is intended to exclude professional athletes, portfolio managers, news broadcasters, commissioned salespersons and others in highly-paid but non-management positions.

Disclosure of Outstanding Equity Interests
Disclosure regarding outstanding equity interests will be presented in two tables. The Outstanding Equity Awards at Fiscal-Year End Table will include the amount of securities underlying exercisable and unexercisable options, individual exercise prices and expiration dates for each outstanding option (rather than on an aggregate basis). The Option Exercises and Stock Vested Table will include amounts realized on equity compensation during the last fiscal year.

Disclosure of Retirement and Post-Employment Compensation
Retirement and post-employment compensation will be presented in the Pension Benefits Table and the Nonqualified Deferred Compensation Table. The rule changes revise the Pension Benefits Table to require disclosure of the actuarial present value of each named executive officer’s accumulated pension benefit, computed using the same assumptions (except for the normal retirement age) used for financial reporting purposes. The Nonqualified Deferred Compensation Table will disclose executive contributions, company contributions, withdrawals, all earnings for the year and the year-end balance of deferred compensation plans. In addition, narrative disclosure is required regarding payments or benefits payable upon a termination, a change in responsibilities or a change in control of the company.

Related-Party Transactions
The SEC adopted significant revisions to the related-person transaction disclosure requirements, including:

increasing the dollar threshold for disclosure under Item 404(a) of Regulation S-K from $60,000 to $120,000;
requiring new disclosure of a company's policies and procedures for the review, approval or ratification of related-person transactions;
eliminating the distinction between indebtedness and other types of related-person transactions; and
eliminating certain requirements for disclosure of specific types of director relationships.
Independence of Board Members and Board Committees

The SEC adopted new Item 407 of Regulation S-K to consolidate and update existing disclosure requirements regarding director independence and related corporate governance matters. This item requires:

disclosure of whether each director and director nominee is independent;
a description, by specific category or type, of any transactions, relationships or arrangements not disclosed as a related party transaction that were considered by the board of directors when determining if applicable independence standards were satisfied;
disclosure of any audit, nominating and compensation committee members who are not independent; and
disclosure about the compensation committee's processes and procedures for the consideration of executive and director compensation.
Security Ownership of Directors and Officers

The new rules will require disclosure of the number of shares, if any, that have been pledged by members of management. In addition, directors' qualifying shares must be included in disclosure of the total amount of securities owned.

Form 8-K
The changes to Form 8-K and the security ownership disclosure requirements for directors and named executive officers of Item 403 were adopted as proposed. These changes capture various employment arrangements and material amendments for named executive officers, and also consolidate Form 8-K disclosures regarding employment arrangements under one Form 8-K item. "

07-31-2006

---

McKenna Long & Aldridge LLP

A Booster Shot for Pandemic Preparedness
The threat of bioterrorism, along with the global spread of infectious diseases such as avian flu and SARS, has put a spotlight on the critical need to improve America's fragile public health system. Outstanding progress has been made during the last year in biodefense and pandemic planning, but the United States needs to be ready for any significant worldwide threat. More preparation is still necessary.

In biodefense, the Department of Health and Human Services has acquired 10 million doses of safe, FDA-licensed anthrax vaccine to better prepare for another attack like the one in October 2001. HHS has also announced the long-awaited purchase of anthrax therapeutics for post-exposure treatment, as well as treatments for botulism poisoning. All of the purchases were made under the landmark Project BioShield Act of 2004, first proposed by President Bush in his 2003 State of the Union address as an effort to leverage the capital markets and the innovation of the biotechnology industry to secure the nation.

In research and development for pandemic vaccines, more than $1 billion in advance development contracts for next-generation, cell-culture influenza vaccines has been awarded to five companies pursuing multiple technologies. Given the recent challenges HHS has faced in delivering experimental anthrax vaccine from an unproven supplier, it is clear that the agency has learned not put all its eggs in one basket.

Perhaps most important, Mr. Bush in December signed the Public Readiness and Emergency Preparedness Act into law. The PREP Act greatly improves the country's ability to prepare for naturally occurring or terrorist-related public health emergencies by offering targeted liability protection to those involved in the development, manufacture and deployment of pandemic and epidemic products and security countermeasures. Vaccine and countermeasure developers are now better protected from the mass of lawsuits that have eviscerated the U.S. vaccine and biodefense manufacturing base, leaving it ill prepared for threats such as avian influenza.

Sen. Richard M. Burr, Republican of North Carolina, has also introduced new legislation creating the Biopharmaceutical Advanced Development Research Agency to further stimulate advance development of needed countermeasures for both bioterrorism and emerging infectious disease. Coupled with the president's commitment to fund the effort with nearly $200 million in his fiscal year 2007 budget, this is a positive development.

While bioterrorism remains a significant threat, pandemic preparedness, while foremost an issue of public health, is also an issue of business continuity, ensuring American global competitiveness. It has been estimated that only 7 percent of U.S. companies have established budgets for pandemic preparedness/business continuity, compared with 12 percent of European companies and 25 percent of Asian businesses.

Congress should act now to provide additional incentives, such as expanded liability protection to businesses that make reasonable and prudent efforts to prepare for a pandemic. Companies must plan for the contingency that 40 percent or more of their employees might not be able to come to work during a pandemic.

Any proper response will also require major supply-chain automation among pharmaceutical and medical supply companies, health care providers, and security organizations because significant numbers of workers may be sick or afraid to leave their homes. Congress should work now to ensure information technology provides protection from counterfeiting and theft of vaccine supplies, and should develop effective tracking mechanisms to safeguard the data needed for the supply chain to function.

Congress must act now to bolster our fragile public health infrastructure, in particular the country's hospital system. Should a pandemic strike, the surge on hospitals from both the sick and the merely worried has the potential to cripple our health care system. Painfully difficult triage decisions would be certain to generate a flood of liability litigation. The last thing the nation will need is baseless lawsuits, so Congress should work to protect the health care industry from pandemic-induced tort claims.

The U.S. also has a rare opportunity to fortify its public health infrastructure to support improved access to an influenza vaccine and better immunization for annual influenza, which kills more than 30,000 Americans each year. If we are better prepared to deal with the annual flu, we will be far better off should a pandemic strike.

Even if a devastating pandemic never happens or a bioterrorist attack never materializes, all of the preparation we undertake will not be lost if it helps to vastly improve the nation's emergency response infrastructure. If pandemic preparedness upgrades our public health and corporate supply chain, it will be well worth the effort.

John M. Clerici is a partner in a Washington law firm who specializes in homeland security policy. This article is adapted from his recent testimony before the Senate Appropriations Committee's Subcommittee on Homeland Security. His e-mail is jclerici@mckennalong.com.

07-31-2006

---

Fennemore Craig, P.C.

Fennemore Craig Announces Expansion into Las Vegas, New Business and Finance Appointments
Tim Berg, managing partner of Fennemore Craig, has announced expansion of the firm into Las Vegas, new leadership and a new shareholder in the firm’s Business and Finance group.

Fennemore Craig has elected John Mowbray and Chris Byrd to the firm as shareholders in the firm’s new Las Vegas Office, which will focus on commercial litigation, real estate and construction law, as well as employment and immigration law. Mowbray, former president of the State Bar of Nevada and the Clark County Bar Association, will serve as the managing partner of the new office. Nancy-Jo Merritt, chair of the firm’s Immigration practice, will split her time between Las Vegas and Phoenix. Fennemore Craig is in the process of hiring three additional attorneys to join the Las Vegas office.

Berg also announced the appointment of Bill Eggleston as chair of the firm’s Business and Finance group and the election of Robert Pasionek as a new shareholder in the Business and Finance group. Pasionek’s practice focuses on public/private offerings, venture capital transactions, debt/equity investments, and mergers and acquisitions. He is an experienced corporate attorney as well as an investment banker, most recently serving as first vice president with J.P. Morgan Chase in Michigan, soliciting and structuring mergers and acquisitions, mezzanine strips and asset-based loans. In addition to a law degree, he holds a master’s degree in accounting and finance, as well as a bachelor’s degree in economics.

Eggleston has extensive experience in mergers and acquisitions, representing both buyers and sellers in asset and stock transactions, mergers, and other business acquisitions and reorganizations. He also represents issuers in public and private securities offerings, and provides other securities services for Arizona public companies. Eggleston is past chair of the Securities Regulation Section for the State Bar of Arizona.

Eggleston replaces Karen McConnell as Business and Finance chair. She, together with Steve Savage, who more than a year ago stepped down from his position as the firm’s managing partner, have left Fennemore Craig for a new office of law firm Ballard Spahr.

Fennemore Craig has more than 160 attorneys in Phoenix, Tucson, Nogales, and, now, Las Vegas, and is rated by both Chambers USA legal guide and Corporate Board Member Magazine as one of the region’s go-to law firms for business. For more information, visit www.fennemorecraig.com.

07-31-2006

---

25383 matches |  20917-20923 displayed

1  2986 2987 2988 2989 2990  3627