Law Firm News

---

Law Firm News

Firm Name

News Title

News

News Date

25383 matches |  24837-24843 displayed

1  3546 3547 3548 3549 3550  3627

---

Shearman & Sterling LLP

Iraq Exchanges $13.6 billion of Debt
The Republic of Iraq made its first foray back into the international debt markets, following today's issuance of approximately $2.8 billion in bonds. The bond offering was part of a complex debt restructuring to settle the outstanding claims of commercial creditors, from more than 20 countries and jurisdictions, of Saddam-era Iraq. A team of lawyers from international law firm Shearman & Sterling, led by Capital Markets partner Antonia Stolper, is advising Citigroup and JP Morgan as dealer managers to the offering.

This offering represents a debt-for-debt exchange for holders of Saddam-era commercial claims against the Iraqi government and public sector companies. The commercial claims date back to the 1980's, before the United Nations imposed economic sanctions on Iraq following the invasion of Kuwait in 1990. The bonds will replace approximately $13.6 billion of outstanding commercial claims held by creditors.

Antonia Stolper led the Shearman & Sterling team advising the dealer managers, which also included associates Kersti Hanson (New York -- Capital Markets) and Andrew Hope (New York -- Capital Markets).

01-23-2006

---

Saul Ewing, LLP

SAUL EWING ATTORNEY NAMED TO THE BOARD OF DIRECTORS OF THE GREATER BALTIMORE TECHNOLOGY COUNCIL
Baltimore, Maryland, January 23, 2006) ? Robert A. Spar, a Partner in the Business
Department and a member of the TECC (Technology, Emerging Companies, and Capital) and
Life Sciences Practice Groups of Saul Ewing LLP, was named to the Board of Directors of the
Greater Baltimore Technology Council (GBTC).
The GBTC, a nonprofit organization, helps grow the region's tech community through
innovative programs and forums where organizations can meet, learn, and do business. The
board is a group of dedicated individuals representing a wide range of technology industries,
universities, and professional service businesses.
With clients ranging from start-up companies and emerging businesses to multinational
corporations, Mr. Spar's practice concentrates on venture capital, mergers and acquisitions,
strategic alliances and other business and transactional matters. He also focuses on federal, state,
and local taxation, including corporate and partnership tax; tax-free reorganizations; like-kind
exchanges; tax-exempt organizations; international taxation; administrative appeals; and tax
litigation.
Named one of "Maryland's Top 40 Legal Elite" by SmartCEO Magazine, Mr. Spar is a
member and Chair of the Selection and Planning Committees for the Maryland Incubator
Company of the Year Awards, a member and Chair of the Sponsorship Committee of the Bio-
Life-Tech Conference, President and Director for the Independent College Fund of Maryland. He
also is a member of the executive committee of various other organizations including People
Pride, Inc., the Lawyers? Campaign Against Hunger, and the Lawyers? Campaign for
CollegeBound.
Mr. Spar graduated from State University of New York at Buffalo, and received his J.D.
degree from Catholic University of America, Columbus School of Law.
###
Saul Ewing LLP is a Mid-Atlantic law firm with 260 lawyers in eight offices in Pennsylvania,
Maryland, New Jersey, Delaware, and the District of Columbia. The Firm serves businesses
throughout the United States and internationally, including recognizable names in corporate
America, exciting start-ups and an array of closely held and privately held companies, as well as
nonprofits, governmental and educational entities.

01-23-2006

---

Robinson & Wood

Defense Verdict in JTS Bankruptcy Litigation
Chris Nielsen, a senior shareholder at the firm and Chairman of the Commercial Litigation Practice Group recently obtained a defense verdict in favor of Jack Tramiel the founder of Commodore Computer and former CEO of Atari Computer. In a long running fraudulent conveyance and breach of fiduciary duty case that was eventually the subject of a trial before the Hon. Marilyn Morgan the court decided in Mr. Tramiel’s favor after his co-defendants (other directors and JTS’ lawyers) settled around him. The plaintiff was the trustee of JTS Corporation which had merged with Atari in 1996 and went into bankruptcy in 1999.

Jack Tramiel was the founder of Commodore International and CEO of Atari Corporation. Commodore was the first company to manufacture computers for home use on a large scale. Atari manufactured computers and home gaming systems. JTS Corporation designed, manufactured, and marketed hard disk drives for personal computers. Through merger, JTS acquired the assets of Atari Corporation in 1996, which consisted of $15 million in cash, $55 million attributable to intellectual property, and eight real properties with a book value of $10 million. Following the merger, shares of JTS stock were publicly traded on the American Stock Exchange.

David Mitchell, Roger Johnson, Sirjang Lal Tandon, Jean Delage, Lip Bu Tran and Jack Tramiel were directors and officers of JTS. Cooley Godward, served as counsel to the corporation.

In 1997, the disk drive industry suddenly declined and sales plummeted. To survive, JTS’ board of directors decided to pursue a business model based on a low-cost, higher-performance disk drive. Despite management's efforts, the company was unable to recover. On November 17, 1998, the company was forced into bankruptcy through an involuntary petition. JTS scheduled assets of $4.2 million and liabilities of $136 million.
Upon merging with Atari, JTS became the owner of eight parcels of real property which it decided to sell for operating funds. Defendant Tramiel, who had been the chairman of Atari's board of directors and, after the merger, became one of JTS’ directors, offered to purchase the properties. Under the terms of the sale, JTS received $10 million, the properties' book value, plus it retained the right to repurchase the properties for one year following the sale. According to the trustee's expert, the fair market value of the eight properties was nearly $16 million at the time it was sold to Tramiel. The defendants insist that the property was worth no more than JTS received, namely $10 million plus a repurchase option.

In late 1997, one of JTS’ major shareholders, Amber Arbitrage, agreed to participate in a plan to infuse cash into JTS. Amber, along with Mitchell, Tandon and Tramiel, collectively the Amber Group, placed $25 million in an escrow account. Pursuant to the plan, JTS established a second escrow account that contained $25 million of JTS Series D convertible stock. Additional funding was necessary in 1997 as the price of JTS common stock continued to fall to a level where it could be purchased for less than the conversion price of the Series D stock.

As a result, when JTS requested permission to use additional funds from the cash escrow, Amber refused, necessitating a search for funding from other sources. In February 1998, NationsBanc agreed to provide a $10 million line of credit to JTS if the Amber Group provided collateral for the loan. The Amber Group purchased $10 million in certificates of deposit with funds from the cash escrow account. NationsBanc also received a security interest in all of JTS’ assets, and the Amber Group received a junior lien on JTS’ assets to the extent that the certificates of deposit were drawn down.

The Series D stock became worthless. This last ditch effort to receive additional funding resulted in a situation known as “Death Spiral Financing.” However, the Series E stock was subject to a lock-up period that prevented exercise of the conversion rights prior to August 5, 1998. By the end of the lock-up period, the price of JTS’ common stock had again dropped below the conversion price of the Series E shares.

Trustee claimed that defendants breached their fiduciary duties in regard to the real estate transaction, the stock repurchase and funding transactions, and certain loan forgiveness transactions with various directors. Trustee asserted the lawyers were negligent in regard to their advice on all these transactions and advice regarding corporate governance. All defendants denied liability.

Result: The court found that Tramiel acted in good faith in regard to all causes of action. The court held that while Tramiel acted in good faith in regard to the real estate transaction JTS did not receive full value as the effect of the payment one year’s rent on the option decreased the value of the option. The court awarded trustee $1,350,000 on this claim, plus interest for a total of $1,830,000 and denied Tramiel an offset for the previous settlements. As a result of post-trial motions the Court reversed itself and gave Tramiel an offset for the previous settlements and entered judgment in his favor as to all causes of action.

01-23-2006

---

Robinson & Cole LLP

Robinson & Cole Represents Stacy's Pita Chip Company in its Acquisition by PepsiCo
Robinson & Cole has represented Stacy's Pita Chip Company, Incorporated, an award winning, Randolph, Massachusetts-based snack food company, in connection with its acquisition by PepsiCo, Inc. Stacy's will now operate as a separate business unit reporting to Frito-Lay North America, Inc., the $10 billion convenient food division of PepsiCo.

01-23-2006

---

Proskauer & Rose, LLP

PROSKAUER ROSE RANKED AMONG LARGEST BOSTON LAW FIRMS
Firm Listed 24th in Boston Business Journal's Annual Ranking of Top 100 Area Firms, Has Largest One-Year Gain in Lawyers

January 23, 2006 - (Boston, MA) - Proskauer Rose LLP, an international law firm with more than 700 lawyers in the United States and Europe, has been ranked 24th in Boston Business Journal's annual ranking of the area's 100 largest law firms. With the addition of 42 attorneys since January 2005 - a 182.6-percent growth rate - the firm also had the largest one-year gain in the survey.

Proskauer's Boston office currently has 65 lawyers and 58 support staff. Since opening in March 2004 with 15 attorneys, the office has expanded not only its numbers but also its capabilities. The office is home to one of the country's top private equity and finance practices, representing over 150 funds and lenders worldwide, and also boasts locally-based top-tier intellectual property, litigation, labor and employment, and corporate governance and transactional practices. In addition, the firm recently announced that former Massachusetts Attorney General Scott Harshbarger had joined the office, with a practice focusing on corporate investigations and governance matters.

"We're extremely pleased by the quality of the people we've attracted while growing to be among the area's largest law firms," said Steven Bauer, who heads Proskauer's Boston Office and is a partner in the firm's Patent Litigation and Dispute Resolution Group. "We look forward to even further expansion in the coming year."

01-23-2006

---

Proskauer & Rose, LLP

PROSKAUER ROSE WASHINGTON, D.C. OFFICE MOVES TO 1001 PENNSYLVANIA AVENUE
January 24, 2006 - (Washington, D.C.) - Proskauer Rose LLP, an international law firm with more than 700 lawyers in the United States and Europe, announced that it has moved its Washington, D.C. office to 1001 Pennsylvania Avenue. Located along the corridor between Capitol Hill and the White House, the new office comprises approximately 34,000 square feet on the fourth floor. Proskauer's former 29,000-square-foot D.C. office was located at 1233 20th Street, N.W.

"In recent months we've made significant strategic additions to our D.C.-based corporate and litigation practices, which helped to necessitate this exciting move," said Mark J. Biros, head of Proskauer's Washington, D.C. office and co-founder of the firm's Criminal Defense and Corporate Investigation Group. "We look forward to even greater growth and expansion and to serving our clients out of what is a truly wonderful space."

Proskauer Rose opened its Washington, D.C. office in 1977. It now boasts 27 attorneys and 55 total staff.

The firm's D.C. office recently announced the additions of Rhett Krulla, a former senior litigator and trial attorney at the Federal Trade Commission, and Robyn Manos, a former special counsel at the Securities and Exchange Commission. They add to a robust office practicing in diverse areas of the law including: health care; commercial litigation and arbitration; Internet, copyright, computer and intellectual property law; grand jury and white-collar crime; labor and employment; securities regulation and enforcement; corporate ethics and governance; and antitrust.

01-23-2006

---

Kirkpatrick & Lockhart Preston Gates Ellis LLP

Preston Gates & Ellis LLP Names Eleven New Partners
SEATTLE — Preston Gates & Ellis LLP, one of the nation's premier full-service law firms, announced today that it has named eleven new partners in its Seattle, Spokane, Orange County and San Francisco offices.

01-23-2006

---

25383 matches |  24837-24843 displayed

1  3546 3547 3548 3549 3550  3627