Law Firm News

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Law Firm News

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Fitzgerald, Abbott & Beardsley, LLP

Fitzgerald Abbott & Beardsley Named Counsel of Record for California Black Chamber of Commerce
Fitzgerald Abbott & Beardsley (FAB), one of California's oldest law firms, has been selected as the law firm of record for the California Black Chamber of Commerce. FAB will offer legal advice to the Chamber and will represent Chamber members who request assistance with legal issues.

""The firm is committed to supporting small businesses throughout the state of California and is honored to be chosen by the California Black Chamber of Commerce,"" said Barry H. Epstein, Managing Partner of Fitzgerald Abbott & Beardsley. ""The firm's goals and the Chamber's goals are very similar -- to make a positive impact on the small business community,"" he added.

Beginning immediately, visitors to the California Black Chamber of Commerce website (www.calbcc.org) will find a link to FAB's website (www.fablaw.com) and corresponding contact information.

04-14-2006

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Morrison & Foerster, LLP

Qualcomm Settles Department of Justice Complaint Alleging That It Prematurely Asserted Control of Flarion Before HSR Waiting Period Expired
The U.S. Department of Justice (“Department”) has announced the settlement of a complaint alleging that Qualcomm Incorporated (“Qualcomm”) asserted control over Flarion Technologies, Inc. (“Flarion”) before the expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). Qualcomm had agreed to acquire Flarion in a transaction that was subject to an HSR Act waiting period. The Department’s complaint alleged that Qualcomm failed to comply with the waiting period and obtained “operational control of Flarion’s business” before receiving clearance from the agencies. As part of the settlement, Qualcomm agreed to pay $1.8 million in civil penalties, without admitting to any violation of the HSR Act.

Background

The HSR Act requires companies planning acquisitions or mergers that meet certain thresholds to file premerger notification documents with the Department and the U.S. Federal Trade Commission. The HSR Act also requires that the parties to a contemplated transaction subject to the HSR Act observe a 30-day waiting period during which the antitrust agencies have an opportunity to investigate the proposed transaction. At the end of the initial 30-day waiting period, the antitrust agencies can issue a request for additional information (a “Second Request”), which effectively precludes the companies from closing the proposed transaction until they have received clearance from the antitrust agencies. Prior to receiving clearance from the antitrust agencies, the HSR Act prohibits the companies from consummating the proposed transaction or otherwise combining or coordinating their business activities or operations.

The Complaint

In July 2005, Qualcomm agreed to acquire Flarion in a transaction that was subject to the premerger notification and waiting period requirements of the HSR Act. As a consequence, the parties were required to remain independent until they had received clearance from the antitrust agencies.

According to the complaint, as part of the merger agreement Flarion agreed to certain restrictions that “restricted Flarion’s discretion to conduct its affairs” pending the closing of the transaction. For example, Flarion agreed not to enter into agreements to license its intellectual property, to enter into agreements that involved the obligation to pay or receive $75,000 or more in a year or $200,000 or more in the aggregate, or to present business proposals to customers or prospective customers, unless it received Qualcomm’s consent. In addition, the Department’s complaint alleges that “on multiple occasions Flarion sought Qualcomm’s review and consent before it marketed products and services to customers and potential customers” prior to receiving antitrust clearance for the transaction. The complaint also alleges that Flarion submitted draft customer proposals for Qualcomm’s review, that Flarion requested Qualcomm’s approval for price quotations and discounts as well as for hiring new employees, and that Qualcomm discouraged Flarion from pursuing certain business opportunities.

The Department concluded that Qualcomm effectively acquired Flarion prior to the expiration of the HSR Act waiting period through the merger agreement’s restrictions on Flarion’s business activities as well as through Qualcomm’s alleged review of and influence over Flarion’s marketing activities.

The Department’s Enforcement Action Reflects Continuing Interest in Enforcing the HSR Act Waiting Periods

This enforcement action does not appear to signal a departure from the previous enforcement practices of the antitrust enforcement agencies. This action is consistent with prior actions that the agencies have taken to enforce the HSR Act waiting periods. Where it appears that the parties to a proposed transaction have begun to coordinate their day-to-day operations, it is likely that the agencies will take enforcement action. On the other hand, the antitrust agencies continue to recognize that the parties to a proposed transaction have legitimate needs to interact prior to the close of the transaction, such as to plan for the post-closing consolidation of the businesses. The agencies also recognize that it is legitimate for parties to agree to certain restrictions that are designed to preserve the value of the assets being acquired pending the closing of the transaction, even though they may arguably restrict to some degree the freedom of one of the parties to act. The question is always one of degree, and parties to any transaction subject to the HSR Act should always take steps to ensure that the activities that they undertake during an HSR waiting period do not cross over the line and constitute the combination or coordination of their businesses.

04-14-2006

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Mayer Brown LLP

Addison Braendel to receive Volunteer Recognition Award from Center for Disability and Elder Law
Mayer, Brown, Rowe & Maw LLP partner Addison Braendel has been selected as the honoree for the Center for Disability and Elder Law's Robert A. Michalak Visionary Award to be presented at its 2006 Volunteer Recognition Awards May 4, 2006.

""With CDEL, I have had the pleasure of working with many gifted and dedicated lawyers,"" said CDEL Executive Director Jann Dragovich-Stulberg in a letter notifying Mr. Braendel of the award. ""I am particularly impressed by your dedication to CDEL as an active important board member and as a volunteer attorney. Thank you for the many ways in which you so honorably serve CDEL as an organization.""

CDEL provides free legal services to the elderly and persons with disabilities through a network of more than 600 volunteer attorneys, along with paralegals, law students, and social work students located throughout the Chicago area. CDEL represents clients in a broad range of civil law matters.

04-14-2006

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Ice Miller LLP

State Representative Luke Messer Joins Ice Miller Law Firm
Ice Miller LLP is pleased to announce that Luke Messer has joined the Firm as a partner in its Public Affairs Group. Messer will focus on state, local and federal government issues and public affairs management including legislative monitoring and representation, administrative law and government procurement, campaign finance and election law compliance, grassroots programming and political strategy.

""Luke has an impressive track record as a state legislator and a veteran of Indiana state government,"" stated John Hammond, co-chair of Ice Miller's Public Affairs Group. ""We are impressed with his integrity and his commitment to his constituents. His experience and understanding of Indiana's legislative system will serve our clients well,"" concluded Hammond.

Messer, the former executive director of the Indiana Republican Party, is currently a State Representative for District 57, representing Shelby and Bartholomew counties. Messer recently announced he will not seek re-election but will fulfill his term and is committed to the work of his constituents through the November elections.

""My work at Ice Miller will combine my experience in public affairs and public policy with my background in economic development,"" stated Messer. ""I look forward to working with the Firm and its clients to help manage the complex legislative issues at the local, state and federal levels.""

During the last legislative session, Messer served on House Speaker Brian Bosma's leadership team as Assistant House Majority Floor Leader. Messer's policy experience includes work as Subcommittee Counsel for United States Congressmen Dan Burton and David McIntosh on the House Government Reform Committee on Energy Policy, Natural Resources, and Regulatory Affairs. His business experience includes work as an attorney with two Indianapolis-based law firms.

Messer will also work with the Firm's Municipal and Government Services Practice Group. The Firm represents municipalities and governments regarding a wide variety of legal issues.

Ice Miller's lawyers and business professionals, through their understanding of businesses, industries, and government entities, help simplify the complexities faced by its clients. Ice Miller is committed to helping its clients achieve their legal and business goals. The Firm has offices in Indianapolis, Indiana; Chicago, Illinois; Naperville, Illinois; and Washington, D.C. For additional information, visit www.icemiller.com.

This press release is intended for general information purposes only and does not and is not intended to constitute legal advice.

04-14-2006

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Hodgson Russ LLP

Harry G. Meyer a panelist at seminar on fraudulent real estate flipping
Harry G. Meyer, a partner in Hodgson Russ LLP’s Real Estate & Finance Practice Group, was a panelist at the recent “Flipping and Fraudulent Flipping of Real Estate: Do You Know the Difference?” seminar, held recently at Erie Community College.

The seminar, presented by the mayor-appointed Anti-Flipping Task Force, educated real estate professionals on how to avoid unwittingly participating in unethical or illegal real estate transactions. Mr. Meyer joined federal and state law enforcement personnel and legal and real estate professionals as a panelist on the “Ethics and Enforcement” discussion.

Mr. Meyer concentrates his practice in commercial and industrial real property taxation, acquisitions, development, and environmental concerns, including wetlands delineation, protection, enhancement, and water resources. He lectures extensively about commercial and industrial real estate, taxation, development, and environmental issues.

The Anti-Flipping Task Force, of which Mr. Meyer is a member, is committed to addressing the problem of fraudulent flipping, the practice of buying properties and then using false appraisals to sell or mortgage them at prices considerably beyond their market value. New York State Assemblyman Sam Hoyt and New York State Senator William Stachowski are co-chairs of the task force.

With more than 225 attorneys practicing in all major areas of law, Hodgson Russ is among the 200 largest law firms headquartered in the United States. It is one of approximately 100 firms in the country listed in America’s Greatest Places to Work With a Law Degree. In June 2005, Hodgson Russ received the Carol S. Knox Family-Friendly Employer Award from the Capital District Women’s Bar Association. The firm, which was established in 1817 and is among the oldest law firms in the United States, is the only law firm that can count two former U.S. presidents, Millard Fillmore and Grover Cleveland, among its alumni. Hodgson Russ has offices in Albany, Buffalo, Johnstown, and New York, New York; Boca Raton, Florida; and Toronto, Ontario, Canada.

04-14-2006

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Ruskin, Moscou & Faltischek, PC

Karen J. DeSalvo Named One of Top 50 Women In Business
Ruskin Moscou Faltischek, P.C. announced today that partner Karen J. DeSalvo has been selected as one of the Top 50 Most Influential Women in Business by Long Island Business News. DeSalvo and the other winners will be honored at a special awards gala at the Crest Hollow Country Club on May 24, 2006.

The award recognizes the significant contributions of women professionals throughout the region; awardees were selected based on their professional accomplishments, impact on the local economy and leadership in the business world.

“I am proud to be selected to join this prestigious group,” said DeSalvo, a member of the firm’s Financial Services, Banking and Bankruptcy Department and chair of its Commercial Lending Group. “It’s important for women to be recognized and valued for their unique accomplishments.”

In the community, DeSalvo serves on the board of the Long Island Business Women's Council, is a member of the Women Economic Developers of Long Island, the Executive Women's Golf Association - LI Chapter, Risk Management Association, and the American Bar Association.

04-13-2006

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Bond, Schoeneck & King, LLC

BS&K Names Deputy Managing Attorney To The Firm's Albany Office
Gregory J. Champion has been named Deputy Managing Attorney of the firm's Albany, NY office. Mr. Champion engages in a broad corporate and business law practice advising publicly-traded and privately-held entities, as well as higher education institutions and other not-for-profit entities, on a variety of matters, including corporate governance, contract negotiations, regulatory compliance, intellectual property, and various transactional matters.

He received his B.A. degree from St. Lawrence University in 1976 and his law degree, summa cum laude, from Syracuse University College of Law in 1991. Order of the Coif; Executive Editor, Syracuse Law Review.

04-13-2006

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