Law Firm News

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Law Firm News

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Bell, Boyd & Lloyd, L.L.C.

International Finance Lawyer Joins Bell, Boyd's Corporate Group
Peter M. Gaines, a well-known corporate attorney noted for his experience in complex finance transactions, has joined Bell, Boyd & Lloyd's Corporate practice as a member of the firm. He regularly advises arrangers, agents, and other providers of senior, subordinated, and mezzanine debt finance, as well as public and privately-held borrowers and issuers.

Mr. Gaines comes to Bell, Boyd with over 30 years of experience, including 20 years practicing with Mayer, Brown & Platt and 13 years practicing in London. Most recently he was with Minneapolis-based Faegre & Benson. Over the course of his career, he has counseled some of the world's most prominent international banks, financial institutions, and borrowers in syndicated, acquisition, structured, and project finance transactions.

“Peter Gaines is a well-recognized advisor in the international finance arena. We are delighted to add another lawyer of Peter's caliber to our Finance practice,” said Mark McMillan, who chairs Bell, Boyd's Corporate and Securities group.

Chambers Global: The World's Leading Lawyers; Euromoney Guide to the World's Leading Banking Lawyers; the World's Leading Project Finance Lawyers; and the International Who's Who of Banking Lawyers have all recognized Mr. Gaines as a leading finance lawyer.

He received his undergraduate degree from the University of Wisconsin and his J. D. from the University of Wisconsin Law School, where he was the Note and Comment Editor of the Law Review and Order of the Coif.

Bell, Boyd & Lloyd's Finance practice counsels corporate borrowers, commercial and investment banks, insurance companies, and other financial institutions in a variety of finance transactions.

07-12-2006

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Ashurst LLP

Ashurst acted for Cinven Limited on the formation of the Fourth Cinven Fund
Ashurst acted for Cinven Limited on the formation of the Fourth Cinven Fund, a private equity fund dedicated to large, European buyouts.

Structured as a series of English limited partnerships the Fund, which was raised in only six months, had its final closing on 30 June with total commitments of €6.5 billion, making it the largest fund ever raised dedicated to large, European buyouts.

Initially targeting commitments of €5 billion, the Fund was heavily oversubscribed at its €6.5 billion cap, having received commitments from over 100 international institutions. More than 90 per cent. of investors in the €4.4 billion Third Cinven Fund, on which Ashurst also acted, reinvested in the Fourth Cinven Fund.

The Ashurst team was led by partner Jeremy N. Sheldon, with assistance from solicitors Edyta Brozyniak-Siddiqui and Andrea Timoll, and trainees Felicia Efta, Ben Crompton, Alexis Norman and Joanna Kay. Solicitors Piers Warburton and Jamie Russell assisted on the establishment of the executive carried interest and co-investment arrangements. Tax advice was provided by partner John Watson with solicitor Alastair Ladkin in London, partner Catherine Charpentier in Paris, partner Klaus Herkenroth with Karl Stenger in Frankfurt, and partner Stefano Serbini in Milan.

07-11-2006

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Ashurst LLP

Ashurst advises RPC on its acquisition of two of Crown Group's Risdon facilities
Ashurst advised RPC in relation to its acquisition of two of Crown Group's Risdon facilities. The transaction is being financed from existing bank borrowing facilities. The value of the transaction is confidential.

RPC Group is Europe's leading supplier of rigid plastics packaging.

In 2005, the facilities, Marolles Beauté (Le Mans - France) and the beauty business of Crown Risdon Italia S.R.L (Mozzate - Northern Italy), had sales of €45 million and EBITDA of €2 million.
This acquisition will complement and strengthen RPC's existing activities in the Beauty and Personal Care markets. The facilities in France and Italy add to those already existing in Germany and the UK.

The Ashurst team was led on French law aspects by corporate partner Bertrand Delaunay, assisted by Marie-Christine Combes, Philippe None, real estate partner, assisted by Vincent Gautier and Louise Kerrachi, and Alexandre Jaurett, employment, assisted by Aurélie Kamali-Dolatabati. A team from Ashurst Milan comprising partner Daniele Raynaud, Stefano Roncoroni, Paola Flora and Francesca Magnani advised on Italian legal issues.

07-11-2006

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Cravath, Swaine & Moore, LLP

CRAVATH REPRESENTS WPS RESOURCES IN ITS ACQUISITION OF PEOPLES ENERGY
Cravath represented WPS Resources Corporation in its acquisition of Peoples Energy Corporation for approximately $1.59 billion. The lawyers involved in this matter are partners Richard Hall and Thomas E. Dunn, associates Mansur M. Nuruddin and Patrick J. Bright and summer associate Morgan U. Kenner on corporate matters; partner Stephen L. Gordon and associates Anne Kim and Sean K. Thompson on tax matters; partner Eric W. Hilfers and associate Cherylyn H.B. Ahrens on executive compensation & benefits matters; and partner Jeffrey A. Smith and senior attorney Gregory J. Battista on environmental matters. The deal was announced on July 10, 2006.

07-11-2006

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Salans

Salans LLP advises Germany's Social Democratic Party (SPD)
Salans LLP has advised Germany's Social Democratic Party (SPD) on the disposal of 50% of its shares in the Frankfurter Rundschau to the publishing group M. DuMont Schauberg. The SPD-owned holding company Deutsche Druck- und Verlagsgesellschaft mbH (DDVG) still remains a 40% shareholder in the nationwide daily newspaper.

The Salans team in Berlin was led by partner Detlef Olufs and included partner Michael Helm, as well as the Sozius Dr. Ulrich Thölke. Detlef Olufs had previously advised the SPD in 2004 on the acquisition of shares in Frankfurter Rundschau.

07-11-2006

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Kaye Scholer LLP

Avantogen Limited Completes Business Combinations with Hawaii Biotech, Inc. and Innovative Oncology, Inc.
In May, Avantogen Limited, an Australian public biotechnology company, continued a restructuring of its business. Kaye Scholer assisted Avantogen Limited with the combination of its oncology business with that of Innovate Oncology, Inc., a public company headquartered in New York, and its vaccine business with that of Hawaii Biotech, Inc., a privately-held vaccine developer in Honolulu, Hawaii.

Partners Barry Lawrence of the Real Estate Department and Russ Cashdan of the Corporate and Finance Department, both of the Los Angeles office, led the team, which included Corporate and Finance Department associates Justin Malen, Steven Wright, and Jesse Brody. Michael Fernhoff, a partner in the Tax Department provided invaluable tax and other assistance to the team.

07-11-2006

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Holland & Hart, L.L.P.

Supreme Court Muddies The Water On Wetland Issues
The Supreme Court on June 19th decided two cases on the geographic scope of federal jurisdiction under Clean Water Act section 404. The consolidated cases of Rapanos v. U.S. and Carabell v. Army Corps of Engineers involved whether the Corps of Engineers properly exercised jurisdiction over four wetlands lying near ditches or man-made drains in Michigan. In both cases, the Corps asserted jurisdiction over wetlands on petitioners’ private properties based on the adjacency of the wetlands to tributaries of “waters of the United States.” Relying on this “adjacency” theory, the Corps asserted that the wetlands were jurisdictional waters under the Clean Water Act and the Corps’ implementing regulations.

The district courts in both cases upheld the Corps’ determination, and the Sixth Circuit Court of Appeals affirmed. In a fractured plurality decision, the Supreme Court reversed and held that the Sixth Circuit had applied an incorrect legal test for determining whether the wetlands were “waters of the United States.” The Supreme Court remanded both cases to the lower court to assess whether the facts in either case could satisfy the Clean Water Act’s standards—although never clearly agreed upon by the justices—for determining whether the wetlands were jurisdictional.

While a five justice majority agreed to vacate the judgment below, no five justices agreed on what test should be applied by the Corps of Engineers in determining whether a given wetland should be regulated under the Clean Water Act, or what test the lower courts should use in reviewing the Corps’ jurisdictional determinations. A four justice plurality opinion authored by Justice Scalia articulated a two-part test for analyzing whether a wetland adjacent to a “tributary” is jurisdictional. According to this test, an adjacent wetland falls within the scope of federal Clean Water Act jurisdiction if: (1) the channel to which the wetland is adjacent is a “relatively permanent body of water connected to traditional interstate navigable waters;” and (2) the wetland itself “has a continuous surface connection with that water [i.e., the channel or tributary], making it difficult to determine where the water ends and the wetland begins.” Under this test, wetlands adjacent to “intermittent” or “ephemeral” streams would not be jurisdictional, but those adjacent to seasonal streams which have a continuous flow for a significant portion of the year most likely would fall within the coverage of the Clean Water Act’s regulatory regime.

Justice Kennedy also agreed that the lower court’s judgments should be reversed, but he did not join the plurality’s two-part test. Instead, Justice Kennedy wrote that the Corps is required to establish only that wetlands have a “significant nexus” to traditionally navigable waters. Unlike the plurality’s test, Justice Kennedy’s analysis is functional: do the wetlands in question have a “significant nexus” to traditionally navigable waters such that the assertion of federal jurisdiction would be consistent with the goals and purposes of the Clean Water Act? Under this view, the Corps’ existing “adjacency” standard is sufficient to bring wetlands adjacent to navigable-in-fact waters within the scope of the Clean Water Act. For wetlands that are not adjacent to navigable-in-fact rivers, but rather abut, border, or neighbor some form of tributary to those navigable-in-fact waters, the Corps must engage in a case-by-case factual determination to ascertain whether a “significant nexus” exists between the wetlands and a downstream navigable-in-fact water.

Overall, a five-justice majority agreed that the Corps and the lower courts had employed the wrong legal test in determining when wetlands adjacent to tributaries are properly within the Corps’ section 404 regulatory authority. But there was no consensus on what standard the Corps should employ going forward. Absent a new rulemaking by the Corps to better clarify, and limit, jurisdiction over wetlands adjacent to tributaries, the Corps must now engage in a cases-by-case analysis to determine whether any given adjacent wetland bears a “significant nexus” to navigable-in-fact waters. Given the relatively elastic nature of this inquiry, litigation is likely to continue in the lower federal courts as Corps regulators in local field offices try to apply this standard. In light of this continued uncertainty and ongoing impetus for litigation, both Chief Justice Roberts and Justice Breyer, in separate concurring opinions, remarked on the need for new Corps regulations to clarify the proper scope of federal jurisdiction over wetlands.

07-11-2006

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