Law Firm News

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Law Firm News

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Jones Day, P.C.

Belville Joins Jones Day, Adds to International M&A Build-Up in Chicago
Patrick Belville, a corporate and securities lawyer focused on domestic and cross-border mergers and acquisitions, has joined the Chicago Office of international law firm Jones Day as a partner. Global M&A lawyer Robert W. Karr joined last week.

"Nearly every big transaction has an international component these days," said Partner-in-Charge Bill Ritchie. "With Patrick and Bob on board, Jones Day fields one of the strongest M&A teams in Chicago, in domestic as well as cross-border. When you combine that with the firm's unmatched footprints in Europe and Asia, as well as around the U.S., it's a great resource for clients doing transactions in the global marketplace."

Formerly in the M&A group of Skadden, Arps, Slate, Meagher and Flom LLP and most recently a partner at Chicago's Bell, Boyd & Lloyd LLP, Mr. Belville has represented companies in a wide variety of industries, acting for buyers and sellers in mergers, stock and asset acquisitions and divestitures, takeovers, private equity and venture capital transactions, restructurings, joint ventures and other strategic alliances.

Mr. Belville is a graduate of Illinois State University (B.S. 1992) and the University of Chicago (J.D. 1995).

05-18-2007

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Howrey, LLP

HEXCEL WINS MULTI-MILLION DOLLAR CONTRACT CASE AGAINST HERCULES
Howrey LLP announced today that a team representing its client, Hexcel Corporation, has won a multi-million dollar contract case interpreting various provisions of a $135 million merger agreement. The decision clarified that Hexcel, the seller, did not need to indemnify or reimburse the buyer, Hercules Incorporated. Hercules sought reimbursement and indemnification for millions of dollars it paid to settle post-closing antitrust claims brought against it arising out its own pre-closing conduct.

DECISION:
On Wednesday, May 2, 2007, Justice Bernard Fried of the New York Supreme Court for New York County, Commercial Division., granted judgment to Hexcel in an indemnification suit brought by Hercules arising out of Hexcel’s acquisition of Hercules carbon fiber business. The decision dismissed Hercules' claim that it was entitled to several millions of dollars indemnification or reimbursement for its voluntary settlement of antitrust claims, which claims arose out of conduct engaged in by Hercules prior to Hexcel's purchase of Hercules' carbon fiber business.

BACKGROUND:
In April 1996, Hexcel entered into a Sale and Purchase Agreement with Hercules under which Hexcel purchased Hercules' carbon fiber and assets for $135 million. The lengthy contract contained specific provisions providing, inter alia, lists of liabilities that were, by agreement, either included or excluded, including the exclusion of any liability or obligations arising prior to the closing. Other sections of the contract dealt with indemnification issues.

In 1999, more than three years after the closing, various class action lawsuits were filed against Hercules and others, alleging antitrust violations and civil fraud in connection with the sale of carbon fiber products. Ultimately, Hercules chose to settle the claims brought against it for several million dollars. Other claims against Hercules are still pending.

Years after the antitrust claims were lodged against it, Hercules filed a Notice of Claim under the indemnification provisions of the Agreement. Hexcel denied any obligation to indemnify or reimburse Hercules for obligations that Hercules volunteered to incur in settlement of the various antitrust claims brought against it. Hercules then filed suit in New York for specific performance of the indemnification provisions, among several other things.

After more than a year of discovery, including a number of depositions as well as mediation, Howrey filed a summary judgment motion seeking judgment on the breach of contract claims and presented extensive oral argument to the court. In a crisply written and concise 14-page opinion, Justice Fried accepted all of Howrey's arguments and rejected those advanced by Hercules. The decision, denying the heart of Hercules' case, left only an alleged failure to cooperate claim, which will be separately tried if need be.

The DC-based team was led by partners John Briggs and Mike Cowie, along with senior associate Tom Dillickrath and associate Eddie Ferrer. Additional valuable assistance was provided by associates Jaime Parks and Jason Lichtman.

05-18-2007

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Holland & Knight, L.L.P.

Holland & Knight's Work With North Fork Elementary Honored as Outstanding Partnership of the Year
Holland & Knight was honored during the annual School Board of Broward County Community Involvement Awards ceremony on May 2, 2007, for the firm's work with North Fork Elementary. Holland & Knight and North Fork Elementary were one of three elementary school partnerships recognized as Outstanding School-Based Partnerships of the Year during the awards breakfast at the Fort Lauderdale Convention Center, where more than 1,000 school and community leaders were present. The partnership was established in 1996 through the Partners in Education program and also was recognized in 2003 as an Outstanding School-Based Partnership of the Year.

Holland & Knight's Opening Doors for Children program organizes events with North Fork Elementary as part of the partnership. Each year, the firm's Fort Lauderdale office participates in several events with students and adopts a first grade class at the school. Lawyers and staff read to the class on a monthly basis and present the students with a new book. During the holidays, the students are invited to the office for a themed celebration and reading event, and in the spring, the students are treated to a live play and a trip to the Young Art Museum.

In addition, the office arranges for members of the Fort Lauderdale Children's Theatre to visit fifth grade classes at the school where they read and discuss a novel. They conclude the novel by presenting skits on stage and writing essays for a chance to win a prize. The office also holds several Reading is Fundamental days where every student at the school receives a book.

"We are very honored to be recognized for our work with North Fork Elementary," said Marie Lefere, executive partner of the Fort Lauderdale office and chair of Holland & Knight's Charitable Foundation. "The office works really hard to be positive role models for these students. The more we can give them, the more they can give back to their communities as they mature.

05-18-2007

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Cooley Godward Kronish LLP

Michael Traynor presented with honorary degree of Doctor of Laws by the University of South Carolina
Michael Traynor, Senior Counsel at Cooley Godward Kronish LLP, was recently awarded an honorary Doctor of Laws degree by the University of South Carolina in conjunction with his delivery of the commencement speech at the University's School of Law. The citation on the degree states as follows:

"For his dedication to the ideals of a robust and fair system of jurisprudence; for a career widely recognized for integrity and professionalism; and for his commitment to elucidating the role of law in important issues that affect all Americans; the University of South Carolina, with the approval of the Board of Trustees, now presents Michael Traynor for the honorary degree of Doctor of Laws on May 11, 2007.

05-18-2007

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Davis Polk & Wardwell

Davis Polk Advises Oracle on Its Floating-Rate Notes Offering
Davis Polk & Wardwell advised Oracle Corporation on its $2 billion offering of investment-grade floating-rate notes. The notes were registered under the Securities Act pursuant to an automatically effective shelf registration statement filed with the SEC on May 10, 2007. J.P. Morgan Securities Inc. was the sole book-running manager and underwriter for the offering.

Oracle is the world’s largest enterprise software company and develops, manufactures, markets, distributes and services database software, applications software and infrastructure software. Oracle also offers software license updates and product support and other services, including consulting, advanced product services and education.

The Davis Polk corporate team included partner Bruce K. Dallas and associates Sarah K. Solum, Beth Hooton Ruiz and John Crawford of the Menlo Park office. Partner Rachel D. Kleinberg of the Menlo Park office and associate Neil Weinberg of the New York office provided tax advice. Associate Vishnu Reddy of the Menlo Park office provided intellectual property advice. Cari M. Hebel of the Menlo Park office was the legal assistant for the transaction.

05-18-2007

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Davis Polk & Wardwell

Nationwide Financial Services, Inc. Junior Subordinated Debenture Offering
Davis Polk & Wardwell advised Morgan Stanley & Co. Incorporated as sole structuring adviser, bookrunner and representative of the several underwriters on an SEC-registered offering by Nationwide Financial Services, Inc. of $400 million aggregate principal amount of its 6.75% fixed-to-floating rate junior subordinated debentures. These hybrid securities were structured as Moody’s Basket D securities, which provide the company with 75% equity credit.

Based in Columbus, Ohio, Nationwide Financial Services, Inc. is a leading provider of long-term savings and retirement products in the United States, including individual annuities, private and public sector group retirement plans, other investment products sold to institutions, life insurance and investment advisory services. Nationwide Financial Services, Inc. also provides a full range of banking products and services through Nationwide Bank and mutual funds through Nationwide Funds Group.

The Davis Polk product team included partner John M. Brandow and associates Paul Anderson and Meyer C. Dworkin of the equity derivatives group, and the insurance team included partner Ethan T. James, counsel Courtenay U. Myers and associates Yixin (Christine) Chen, Shawn T. Richards and Gloria Qiao (not yet admitted) of the financial institutions group. Partner Lucy W. Farr and associate Seth H. Poloner provided tax advice. Damian Kasprzyk and Elizabeth Rollings were the legal assistants for the transaction. All members of the Davis Polk team are based in the New York office.

05-18-2007

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Robinson & Cole LLP

Robinson & Cole Trial & Appellate Advocacy Lawyer to Present at the MBA's Labor & Employment Law Spring Conference
Robinson & Cole Trial & Appellate Advocacy attorney John R. Bauer made a presentation at the 28th Annual Labor & Employment Law Spring Conference of the Massachusetts Bar Association on May 9, 2007, at the Boston Park Plaza Hotel. John's presentation surveyed 2006-2007 developments in business tort law, including the law governing the enforcement of non-competition and non-solicitation agreements.

05-18-2007

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25383 matches |  5909-5915 displayed

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