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Fasken, Martineau & Du Moulin, L.L.P.

Danier Leather wins appeal of prospectus disclosure case: Ontario Court of Appeal overturns earlier class action judgment that Danier made misrepresentations to IPO shareholders
Securities and Mergers & Acquisitions Bulletin - January 2006

On December 15, 2005, the Ontario Court of Appeal released its much anticipated decision in Kerr v. Danier Leather revealing a dramatic reversal of the earlier trial judgment and first trial decision in a shareholder class action for an alleged prospectus misrepresentation.

The Court of Appeal decided that corporations or other entities issuing shares or other securities to the public pursuant to a prospectus are not obliged under the disclosure requirements found in the Ontario Securities Act to update the final prospectus to reflect changes to material facts.

This means that under the Ontario Securities Act a final prospectus is required to contain full, true and plain disclosure of all material facts as of the date of the final prospectus, but not thereafter (including the date of the closing of the offering). Once a receipt for the final prospectus is issued, only a material change in the business, operations or capital of the issuer will require the preparation and filing of an amendment to the prospectus.

With important ramifications for the expected wave of upcoming securities class action lawsuits, the Court of Appeal also confirmed that consideration of the "business judgement rule" is applicable to the Court's analysis of a misrepresentation and that considerable deference should be given to the issuer's management in regard to making determinations concerning what constitutes "material changes" and "material facts."

To view our detailed discussion of this subject (as a PDF file), please click HERE.

For more information on the subject of this Bulletin, please contact Geoff A. Clarke at gclarke@tor.fasken.com or Christine P. Tabbert at ctabbert@tor.fasken.com.

01-27-2006

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Littler Mendelson, P.C.

DCH Attorneys Recognized as Ohio Super Lawyers
Duvin, Cahn & Hutton is pleased to announce that the following partners of the Firm were recognized by their peers as Ohio Super Lawyers in the January 2006 Law & Politics publication. Those honored are Robert P. Duvin, Lee J. Hutton, Robert M. Wolff, Frank W. Buck, Marc J. Bloch, Sue Marie Douglas, Suellen Oswald and Christine C. Covey.

01-27-2006

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Littler Mendelson, P.C.

DCH Attorneys Top Best Lawyers List
Eight attorneys of the Duvin, Cahn & Hutton labor and employment law firm were recently selected by their peers for inclusion in The Best Lawyers in America 2006 (Copyright 2005 by Woodward/White, Inc. of Aiken, S.C.) The firm had more attorneys named to the Labor and Employment Law list than any other firm in Cleveland, Ohio. The attorneys selected are Robert P. Duvin, Lee J. Hutton, Robert M. Wolff, Frank W. Buck, Andrew C. Meyer and Suellen Oswald. In addition, Jeffrey A. Belkin was selected for the Alternative Dispute Resolution list and Christine C. Covey was selected for the Workers' Compensation Best Lawyers list.

Since its inception in 1983, Best Lawyers has become universally regarded as the definitive guide to legal excellence in the U.S.A. Because Best Lawyers is based on an exhaustive peer-review survey in which 18,000 leading attorneys throughout the country cast more than a half million votes on the legal abilities of other lawyers in their specialties, and because lawyers are not required or allowed to pay a fee to be listed, inclusion in Best Lawyers is considered a singular honor.

01-27-2006

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Littler Mendelson, P.C.

DCH Attorneys Recognized as Rising Stars
Law & Politics publication, which also publishes the Ohio Super Lawyers annual listing, sent ballots to the current Ohio Super Lawyers in January 2005 to have them vote for the best up and coming lawyers in Ohio. Candidates for the honor needed to be in practice less than ten years or under the age of 40. This honor was bestowed on only 2.5% of Ohio Lawyers.

01-27-2006

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Drinker Biddle & Reath LLP

Drinker Biddle Lawyer Fills HP In-House Role
The Legal Intelligencer

When Drinker Biddle & Reath client Hewlett Packard had an opening for the head of its intellectual property law department, it was a natural choice for the company to look to the firm for a replacement.

It made even more sense to go with intellectual property lawyer Jeffery Fromm, considering he was with the company for 32 years before joining Drinker Biddle in 2002 as of counsel.

Fromm will head up the intellectual property law group, one of three law groups within the company, and manage the close to 150 attorneys it houses.

He will also be responsible for Hewlett Packard's worldwide intellectual property legal strategies.

Fromm's official title is vice president, deputy general counsel and director of intellectual property.

When asked whether he thought he would ever go back to Hewlett Packard or any other company, Fromm gave a simple response.

"No."

He had gone into early retirement when he left Hewlett Packard, only to find three months later that he was just plain bored.

"You can only work on your skiing and your golf for so long," Fromm said.

But when his former boss, Steve Fox, retired from Hewlett Packard, Fromm said the role was too difficult to pass up.

He said that Drinker Biddle has plenty of qualified attorneys who could handle the legal needs of Hewlett Packard.

"I'll certainly make some of those recommendations when the opportunities arise," he said.

Drinker Biddle chairman Alfred Putnam said, "Jeff's departure is good news and bad news in our opinion."

Putnam said when he heard Fromm was leaving "I called him and said, 'damn.'"

Although Drinker Biddle has had Hewlett Packard as a client for years before Fromm joined, business had the potential to increase with his arrival, and now could have the potential to increase with his departure to the company.

"If he had to go to somewhere, that's a good place for him to go," Putnam said.

Putnam said that just five years ago the firm had little to no intellectual property presence. It was its 2001 combination with the Philadelphia intellectual property firm Seidel Gonad Laverne & Monaco that started off its intellectual property group. Since that time, Putnam said the firm has close to 60 attorneys in the practice area.

Fromm will be a long way from retirement in his new post.

He said that one of his goals is to travel to the 10 or more countries where Hewlett Packard has offices.

"I learned in private practice, it really is important to go out and shake people's hands," Fromm said.

He said he will probably travel more than most in-house counsel.

Fromm said he learned a lot about the business of law in his time at Drinker Biddle.

"I have a whole different perspective on the business of law that you don't see when you're in-house," he said.

Fromm never thought about things like accounts receivable when he was on the corporate side, something he said was more apparent in a law firm.

He said he is looking forward to taking some of that experience into the corporate world.

"If in-house people treated it more like their money, they'd be better lawyers," Fromm said.

Fromm said he hoped he brought insights from the corporate world to Drinker Biddle as well.

"The opportunity to move back and forth between corporations and private practice," Fromm said, "is a more viable alternative than it once was."

Although Fromm was technically housed in Drinker Biddle's Philadelphia office, he said he spent most of his time at his Colorado home. He will relocate to Palo Alto, Calif., for this position.

During his time at Drinker Biddle, Fromm specialized in managing intellectual property portfolios and litigation, preparing and prosecuting patent applications and preparing IP infringement and validity opinions, allegations and defenses.

While previously at Hewlett Packard, Fromm held a variety of positions. He provided intellectual property support for a wide range of the company's businesses in computer hardware, software, architectures and peripherals, analytical, medical and microwave instrumentation, digital and analog circuits, and integrated circuit structures and processing.

As senior managing counsel for intellectual property, he was responsible for all of the IP work for Hewlett Packard's computer businesses. From 1985 to 2002, he managed major portions of the company's intellectual property attorney staff, including attorneys in Colorado, California, Idaho, Massachusetts, the UK, Spain, Germany and France

01-27-2006

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Dewey & LeBoeuf LLP

Judge To Rule on Calpine 'Before the Weekend'"
Corporate Reorganization & Bankruptcy partner Dianne Coffino was quoted in an article on Calpine Corp.'s efforts to reject eight power supply contracts as part of its Chapter 11 bankruptcy court proceedings. Ms. Coffino, who is representing Pacific Gas & Electric in the matter, said that Calpine's power supply contracts are not run of the mill contracts. She said, "Calpine wants to sell us power at a higher rate. You can't argue that that is not modification and therefore is the exclusive jurisdiction of FERC."

01-27-2006

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Davis Polk & Wardwell

Seagate Technology Common Stock Offering
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated and Stifel, Nicolaus & Company, Incorporated as underwriters on a $705.6 million SEC-registered secondary offering of common stock of Seagate Technology by affiliates of Silver Lake Partners and Texas Pacific Group. The offering consisted of 26,737,880 shares of common stock and the shares are listed on the New York Stock Exchange.

Based in Scotts Valley, California, Seagate is the worldwide leader in the design, manufacturing and marketing of hard disc drives.

The Davis Polk corporate team included partners Alan F. Denenberg and Nigel D. J. Wilson, associates Mischa Travers, Beth Hooton-Ruiz and Jeffrey M. Smith and legal assistant Karla. K. Rogers, all of the Menlo Park office. Associate Rachel Kleinberg of the Menlo Park office provided tax advice and counsel Betty Moy of the New York office provided environmental advice.

01-27-2006

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